Peninsula Energy Limited - Exhibit 4.9 - Filed by newsfilecorp.com






 

COMMERCIAL LEASE AGREEMENT 
17/100 Railway Road,
Subiaco 

BETWEEN 

UNIBELLE PTY LTD 
(ACN 079 813 531) 
As
Security Trustee For 
ITA MANAGEMENT SERVICES PTY LTD 
(ACN
142 806 280) 
As Trustee For 
THE SUNSET FUND

(“Lessor”) 

AND 

PENINSULA ENERGY LTD 
(ACN 062 409 303)

(“Lessee”) 

Reference: L23748 (rl) 



 




TABLE OF CONTENTS 

	1. 	
      DEFINITIONS AND INTERPRETATION

	 	 	 
		1.1 	
      Definitions

	 	 	 
		1.2 	
      Terms

	 	 	 
		1.3 	
      Joint and several liability

	 	 	 
		1.4 	
      Statutes

	 	 	 
		1.5 	
      Covenants implied by statute

	 	 	 
		1.6 	
      Contra proferentem

	 	 	 
	2. 	
      GRANT AND TERM OF THIS LEASE

	 	 	 
		2.1 	
      Rights and entitlements granted to Lessee

	 	 	 
		2.2 	
      The term of this Lease

	 	 	 
		2.3 	
      Holding over after expiry of this Lease

	 	 	 
	3. 	
      OPTIONS FOR RENEWAL

	 	 	 
		3.1 	
      Option to renew

	 	 	 
		3.2 	
      Binding Lessor’s successors and assigns

	 	 	 
		3.3 	
      Parties who may renew

	 	 	 
		3.4 	
      Conditions for exercise of option

	 	 	 
		3.5 	
      Guarantee of Lease for option period

	 	 	 
		3.6 	
      Bank Guarantee of Lease for option period

	 	 	 
		3.7 	
      Conditions of renewal

	 	 	 
		3.8 	
      Payment of rent and outgoings while rent
  determined

	 	 	 
	4. 	
      RENT PAYMENTS

	 	 	 
		4.1 	
      Rent payments

	 	 	 
		4.2 	
      Outgoings contributions

	 	 	 
		4.3 	
      Accrual and prepayment basis

	 	 	 
		4.4 	
      Apportionment of Outgoings

	 	 	 
	5. 	
      RENT REVIEW: GENERALLY

	 	 	 
		5.1 	
      Review dates

	 	 	 
		5.2 	
      Late rent reviews

	 	 	 
		5.3 	
      Rent payments pending
determination



i 





		5.4 	
      Rent not to decrease

	 	 	 
	6. 	
      RENT REVIEW METHODS

	 	 	 
		6.1 	
      Annual rent determination

	 	 	 
		6.2 	
      Lessor’s assessment of market rent

	 	 	 
		6.3 	
      Lessee’s entitlement to have market rent
  reviewed

	 	 	 
		6.4 	
      Acceptance of Lessor’s assessment

	 	 	 
		6.5 	
      Determination of Current Market Rent

	 	 	 
		6.6 	
      Meaning of Current Market Rent

	 	 	 
		6.7 	
      Appointment of nominee

	 	 	 
		6.8 	
      Conduct of market rent review

	 	 	 
		6.9 	
      Appointment of another nominee

	 	 	 
		6.10 	
      Costs of rent determination of Market Review

	 	 	 
		6.11 	
      CPI rent reviews:

	 	 	 
		6.12 	
      Lessor’s Notice binding in absence of manifest
    error

	 	 	 
		6.13 	
      Fixed Percentage Increase

	 	 	 
	7. 	
      SERVICES

	 	 	 
		7.1 	
      Lessee’s liability for services

	 	 	 
		7.2 	
      Installation of meters

	 	 	 
	8. 	
      COSTS, INTEREST AND SET-OFF

	 	 	 
		8.1 	
      Costs of preparation of lease

	 	 	 
		8.2 	
      Renewal or extension of Lease

	 	 	 
		8.3 	
      Consents, transactions and default

	 	 	 
		8.4 	
      Costs on full indemnity basis

	 	 	 
		8.5 	
      Lessor’s internal costs

	 	 	 
		8.6 	
      Lessee’s obligation to pay costs

	 	 	 
		8.7 	
      Interest on overdue payments

	 	 	 
		8.8 	
      Recovery of interest

	 	 	 
		8.9 	
      Preclusion of set-off

	 	 	 
	9. 	
      MEASUREMENT OF LETTABLE AREA

	 	 	 
		9.1 	
      Use of Property Council of Australia
  method



ii 





		9.2 	
      Alteration in method

	 	 	 
		9.3 	
      Prima facie evidence

	 	 	 
	10. 	
      GUARANTEE AND SECURITY

	 	 	 
		10.1 	
      Entering into the Guarantee

	 	 	 
		10.2 	
      Scope of Guarantee

	 	 	 
		10.3 	
      Liability of several Guarantors

	 	 	 
		10.4 	
      Guarantee not discharged

	 	 	 
		10.5 	
      Security deposit or bank guarantee

	 	 	 
	11. 	
      INDEMNITY AND ASSUMPTION OF RISK

	 	 	 
		11.1 	
      Lessee’s indemnities to Lessor

	 	 	 
		11.2 	
      Conditions and limitations

	 	 	 
		11.3 	
      Enforcement of indemnities

	 	 	 
		11.4 	
      Assumption of risk by Lessee

	 	 	 
	12. 	
      ASSIGNMENT AND SUBLETTING

	 	 	 
		12.1 	
      Prohibition of dealings without consent

	 	 	 
		12.2 	
      Consent to assignment

	 	 	 
		12.3 	
      No release to Lessee and Guarantor

	 	 	 
		12.4 	
      Change in control of Lessee

	 	 	 
		12.5 	
      Consent to subletting

	 	 	 
		12.6 	
      Exclusion of Property Law Act 1969 provisions

	 	 	 
	13. 	
      USE OF LEASED PREMISES AND BUILDING

	 	 	 
		13.1 	
      Use of Leased Premises

	 	 	 
		13.2 	
      Change of use

	 	 	 
		13.3 	
      No warranty of suitability or adequacy

	 	 	 
		13.4 	
      Lessee’s responsibility for approvals

	 	 	 
		13.5 	
      Requiring Lessee to continue trading

	 	 	 
		13.6 	
      Extended hours

	 	 	 
		13.7 	
      Signs on exterior of Leased Premises

	 	 	 
		13.8 	
      No alterations to Leased Premises

	 	 	 
		13.9 	
      Minor alterations to Leased
Premises



iii 





		13.10 	
      Lessee’s obligation to comply with regulations

	 	 	 
		13.11 	
      Compliance with notices

	 	 	 
		13.12 	
      Lessee’s prohibitions with reference to use of Leased
      Premises

	 	 	 
		13.13 	
      Mode of conducting Lessee’s business

	 	 	 
		13.14 	
      Inflammable substances

	 	 	 
		13.15 	
      Cleaning and hygiene

	 	 	 
		13.16 	
      Disposal of rubbish

	 	 	 
		13.17 	
      Use of toilets and drainage

	 	 	 
		13.18 	
      Pest control

	 	 	 
		13.19 	
      Infectious illness

	 	 	 
		13.20 	
      Overloading electrical supply

	 	 	 
		13.21 	
      Lessee’s liability for electrical overloading

	 	 	 
		13.22 	
      Securing Leased Premises

	 	 	 
		13.23 	
      Lessee’s obligations regarding alarm

	 	 	 
		13.24 	
      Lessor to provide keys

	 	 	 
		13.25 	
      Lessee’s obligation regarding keys

	 	 	 
	14. 	
      REPAIRS AND MAINTENANCE

	 	 	 
		14.1 	
      Lessee’s general repair obligations

	 	 	 
		14.2 	
      Lessee’s specific repair obligations

	 	 	 
		14.3 	
      Lessee’s additional specific repair obligations

	 	 	 
		14.4 	
      Lessee carrying out repairs

	 	 	 
		14.5 	
      Lessor’s right of inspection

	 	 	 
		14.6 	
      Lessor’s obligation to give prior notice

	 	 	 
		14.7 	
      Lessor’s right to repair Leased Premises

	 	 	 
		14.8 	
      Lessee to Redecorate

	 	 	 
	15. 	
      INSURANCE

	 	 	 
		15.1 	
      Lessor’s insurances

	 	 	 
		15.2 	
      Lessee’s insurances

	 	 	 
		15.3 	
      Insurer and conditions

	 	 	 
	16. 	
      LESSOR’S COVENANTS, OBLIGATIONS AND
  RESERVATIONS



iv 





		16.1 	
      Lessor’s covenant for quiet enjoyment

	 	 	 
		16.2 	
      Lessor’s entitlement to alter Leased Premises

	 	 	 
		16.3 	
      Additions to building and New Buildings

	 	 	 
		16.4 	
      Lessor’s dealing with title

	 	 	 
		16.5 	
      Miscellaneous reservations

	 	 	 
	17. 	
      DEFAULT AND TERMINATION

	 	 	 
		17.1 	
      Lessee’s obligation to yield up Leased Premises

	 	 	 
		17.2 	
      Essential terms of Lease

	 	 	 
		17.3 	
      Lessor’s entitlements after Lessee vacates during lease
      term

	 	 	 
		17.4 	
      Power of attorney by Lessee to Lessor

	 	 	 
		17.5 	
      Termination of Lease for default

	 	 	 
		17.6 	
      Lessor’s entitlement to damages

	 	 	 
		17.7 	
      Reinstatement and Removal of Lessee’s property

	 	 	 
		17.8 	
      Lessee’s obligation to remove property

	 	 	 
		17.9 	
      The Lessee will reinstate:

	 	 	 
		17.10 	
      Lessee’s failure to remove property

	 	 	 
		17.11 	
      Lessee’s failure to remove property

	 	 	 
		17.12 	
      Lessee’s responsibility for damages and costs

	 	 	 
	18. 	
      REDEVELOPMENT

	 	 	 
		18.1 	
      Right to redevelop

	 	 	 
		18.2 	
      Termination of Lease

	 	 	 
		18.3 	
      Offer of New Premises

	 	 	 
		18.4 	
      Lease of Alternate Premises

	 	 	 
		18.5 	
      Lessee's Acknowledgements

	 	 	 
	19. 	
      DAMAGE OR DESTRUCTION AND RENT ABATEMENT

	 	 	 
		19.1 	
      Definitions

	 	 	 
		19.2 	
      Abatement

	 	 	 
		19.3 	
      Lessor’s entitlement to terminate Lease

	 	 	 
		19.4 	
      Lessee’s entitlement to terminate Lease

	 	 	 
		19.5 	
      Exceptions



v 





		19.6 	
      Antecedent Rights

	 	 	 
		19.7 	
      Dispute

	 	 	 
		19.8 	
      Lessor Not Obligated to Reinstate

	 	 	 
		19.9 	
      Proceeds of Insurance

	 	 	 
	20. 	
      ENVIRONMENTAL CONTAMINATION

	 	 	 
		20.1 	
      Definitions

	 	 	 
		20.2 	
      Compliance with Legislation and Contamination

	 	 	 
		20.3 	
      Indemnity

	 	 	 
		20.4 	
      Notification

	 	 	 
		20.5 	
      Enforcement of Rights Against Third Parties

	 	 	 
		20.6 	
      Clean Up of Leased Premises

	 	 	 
		20.7 	
      Waste

	 	 	 
		20.8 	
      Costs

	 	 	 
	21. 	
      MISCELLANEOUS

	 	 	 
		21.1 	
      Service of notices

	 	 	 
		21.2 	
      Trustee provisions

	 	 	 
		21.3 	
      No absolute caveat

	 	 	 
		21.4 	
      Waiver

	 	 	 
		21.5 	
      Severance and Read Down

	 	 	 
		21.6 	
      Governing Law

	 	 	 
		21.7 	
      Lease comprises entire agreement

	 	 	 
		21.8 	
      Goods & Services Tax (GST)

	 	 	 
		21.9 	
      Lessor as trustee

	 	 	 
		21.10 	
      Liability of Lessor

	 	 	 
		21.11 	
      Strata Title Lot

	 	 	 
		21.12 	
      Strata Title Consents

	 	 	 
		21.13 	
      Car Parking

	 	 	 
	22. 	
      SPECIAL CONDITIONS

	 	 	 
		22.1 	
      Application of special conditions



vi 





	LEASE
      AGREEMENT 



	Date: 	day of 	20___ 



	Parties: 	The Lessor described in Item 1 of the Reference
      Schedule (called “Lessor”) 
	 	 
	  	- and - 
	 	 
	  	The Lessee described in Item 2 of the Reference
      Schedule (called “Lessee”) 



	1. 	
      DEFINITIONS AND
INTERPRETATION




	1.1 	
      Definitions



The following words have these meanings in this Lease unless
the contrary intention appears:

“Building” means any structure or structures erected on the
Leased Premises, for the occupation or use by the Lessee;

“Business Day” means any day that is not Saturday, Sunday or a
public holiday in Perth, Western Australia.

"Consumer Price Index” and “CPI" mean the consumer price index
compiled by the Australian Bureau of Statistics for Perth (Capital City) (all
groups index numbers) or any substitute therefor accepted by the Government of
the Commonwealth of Australia from time to time provided that if the index
number base adopted by the Australian Statistician for the index number at any
time is updated the index number is to be appropriately adjusted as from the
same time. If at any time either or both the Consumer Price Index and the index
number is discontinued or suspended or, in the reasonable opinion of the Lessor,
is altered substantially, there is to be substituted therefor the alternative
method of computing changes in the cost of living which mutually is agreed in
writing between the Lessor and the Lessee during the period of fourteen (14)
days after written notice given by the Lessor to the Lessee or, failing that
agreement, which in the opinion of an expert appointed by the President for the
time being of the Institute of Chartered Accountants (Western Australia
Division) at the request of the Lessor or the Lessee or both of them, most
closely reflects changes in the cost of living for the Metropolitan Region (the
costs of that expert being borne by the Lessor and the Lessee in equal
shares);

“Insolvency Event” means the happening of any of these
events:

	(a) 	
      in the case of a corporation:




	 	
      (i) 
	
      the corporation is dissolved or wound up;

	 	
       
	
       

	 	
      (ii) 
	
      a liquidator or provisional liquidator is appointed in
      respect of that corporation;

	 	
       
	
       

	 	
      (iii) 
	
      except to reconstruct or amalgamate while solvent on
      terms approved by the Landlord, the corporation enters into a scheme of
      arrangement or composition with, or assignment for the benefit of, all or
      any class of its creditors;

	 	
       
	
       

	 	
      (iv) 
	
      the corporation is or becomes insolvent or any of the
      events mentioned in paragraphs (a) to (f) inclusive of section 459C(2) of
      the Corporations Act occurs in respect of the corporation;

	 	
       
	
       

	 	
      (v) 
	
      an administrator or a receiver, manager or receiver and
      manager or other controller is appointed in respect of the corporation or
      any of its assets and undertaking; or

	 	
       
	
       

	 	
      (vi) 
	
      anything analogous or having a substantially similar
      effect to any of the events specified above
happens;



1 





	(b) 	
      in the case of an individual:




	 	
      (i) 
	
      the individual enters into a scheme of arrangement,
      composition with or an assignment for the benefit of any of his creditors
      or any class of creditors;

	 	
       
	
       

	 	
      (ii) 
	
      the individual commits an act of bankruptcy; or

	 	
       
	
       

	 	
      (iii) 
	
      anything analogous or having a substantially similar
      effect to any events specified above happens.



“this Lease” means the contract set out in this document and
includes the schedules and annexures to this document.

“Leased Premises” means:

	(a) 	
      the premises described in Item 4 of the Reference
      Schedule and includes, with reference to those
premises:




	 	
      (i) 
	
      the Building and all improvements erected on the
      premises;

	 	
       
	
       

	 	
      (ii) 
	
      the lawns, grounds, gardens and driveways of the
      premises;

	 	
       
	
       

	 	
      (iii) 
	
      the fences and boundary guides separating the premises
      from adjoining properties;




	(b) 	
      the Lessor’s Fixtures and any chattels provided by the
      Lessor for the Lessee within the Leased Premises at any time during the
      lease term, including those listed in Item 5 of the Reference
    Schedule;

	 	 
	(c) 	
      pipes and connections to water, sewerage, electricity,
      gas, telecommunications, air conditioning and other services situated
      within, above or under the Leased Premises which connect those services to
      the Leased Premises.



“Lessee” includes:

	(a) 	
      when an individual, the Lessee’s legal personal
      representatives;

	 	
       

	(b) 	
      when several individuals, the Lessee’s jointly and their
      respective legal personal representatives;

	 	
       

	(c) 	
      the Lessee’s assigns;

	 	
       

	(d) 	
      when a company or corporation, its successors and
      assigns.



“Lessor” includes:

	 	
      (i) 
	
      when an individual, the Lessor’s legal personal
      representative;

	 	
       
	
       

	 	
      (ii) 
	
      when several individuals, the Lessors jointly and their
      respective legal personal representatives;

	 	
       
	
       

	 	
      (iii) 
	
      the Lessor’s assigns;

	 	
       
	
       

	 	
      (iv) 
	
      when a company or corporation, its successors and
      assigns;

	 	
       
	
       

	 	
      (v) 
	
      a person who has a reversionary interest in the Leased
      Premises.



“Lessor’s Fixtures” means all the plant, equipment and chattels
that have been or become permanently or securely affixed to the Leased Premises
and are the Lessor’s property, including the items listed as fixtures in Item 5
of the Reference Schedule.

“Reference Schedule” means the Reference Schedule in this
Lease.

“Services” means electricity, gas, water, sewerage,
telecommunications and any other services provided or available to the Leased
Premises by public or local or statutory or licensed or approved authorities or
corporations and the pipes, wires, ducting and other means of providing those
services to the Leased Premises. 

2 




“statutory outgoings” means expenses, fees, rates or charges
payable to a government or statutory authority including water drainage and
sewerage rates; local authority rates; interest charges on outstanding rates and
taxes (if incurred due to late or delayed payment by the Tenant); and land tax
(and if applicable MRIT).

“Term” means the period specified in the Reference Schedule
commencing on the Commencement Date and expiring by effluxion of time on the
expiry date. The expression includes, in the context of any of the Lessee’s
obligations or the Lessor’s rights, any holding over period.

	1.2 	
      Terms



In this Lease unless the context otherwise requires:

	(a) 	
      the singular includes the plural and vice
versa;

	 	 
	(b) 	
      the use of one gender includes all other
  genders;

	 	 
	(c) 	
      representations, agreements, covenants, obligations or
      warranties, express or implied, by more than one person will include those
      persons jointly and each of them severally;

	 	 
	(d) 	
      every provision, express or implied, that applies to more
      than one person will apply to those persons jointly and each of them
      severally.




	1.3 	Joint and several liability 
	  	  
	(a) 	
      If there are two or more lessors or two or more lessees
      under this Lease (including while the Lease or the reversion is held by
      legal personal representatives, successors or assigns) each of them is
      jointly and severally liable to perform covenants and obligations under
      this Lease. 

	  	
       

	(b) 	
      When there are two or more lessors or lessees, any
      conduct under or in respect of this Lease, including the exercise of any
      entitlement or taking any action under this Lease, must be undertaken by
      all of the lessors or all of the lessees jointly, unless this Lease
      expressly provides otherwise. 




	1.4 	
      Statutes



References to statutes, regulations, ordinances and by-laws
when contained in this Lease include amendments, re-enactments or consolidations
of any of them.

	1.5 	
      Covenants implied by statute 

	  	
       

	(a) 	
      Covenants and powers implied by statute are excluded from
      this Lease, unless those covenants or powers cannot be excluded by force
      of statute or are expressly incorporated in this Lease.




Lessor’s consent

	(b) 	
      When any provision contained in this Lease requires the
      Lessor’s consent or approval, then unless the provision expressly provides
      otherwise, the Lessor’s consent:




	 	
      (i) 
	
      shall not be unreasonably withheld by the Lessor;
    and

	 	
       
	
       

	 	
      (ii) 
	
      is only effective when given in writing and signed by or
      on behalf of the Lessor.



Covenant prohibiting conduct

	(c) 	
      When a covenant contained in this Lease prohibits the
      Lessee from doing anything, it also prohibits the Lessee from authorising,
      allowing or encouraging it to be done by any other
  person.




	1.6 	
      Contra proferentem



No rules of construction will apply to the disadvantage of a
party on the basis that that party was responsible for the preparation of this
Lease or any part of it.

3 





	2. 	
      GRANT AND TERM OF THIS
LEASE




	2.1 	
      Rights and entitlements granted to
  Lessee



The Lessor grants to the Lessee for the duration of this
Lease:

	(a) 	
      exclusive possession of the Leased Premises;

	 	
       

	(b) 	
      use and enjoyment of the Lessor’s Fixtures and the
      chattels listed in Item 5 of the Reference
Schedule.




	2.2 	
      The term of this Lease



The Lessor leases the Leased Premises to the Lessee for the
Term and commencing on the Commencement Date both as specified in Item 6 of the
Reference Schedule.

	2.3 	
      Holding over after expiry of this
  Lease



After the expiry of the term of this Lease, when the Lessee
remains in occupation of the Leased Premises with the consent of the Lessor,
this Lease continues as a monthly tenancy:

	(a) 	
      commencing on the day immediately following the last day
      of the term of this Lease;

	 	
       

	(b) 	
      with the rent being payable monthly in advance, being the
      rent payable immediately before the end of this Lease increased by an
      amount of five percent (5%), plus the Lessee’s contributions to operating
      expenses, calculated and payable from time to time in accordance with this
      Lease;

	 	
       

	(c) 	
      on the terms contained in this Lease, except those terms
      which are inapplicable to a monthly tenancy;

	 	
       

	(d) 	
      the tenancy being terminable by either party on thirty
      (30) days written notice, expiring at any
time.




	3. 	
      OPTIONS FOR RENEWAL




	3.1 	
      Option to renew



The Lessor hereby grants to the Lessee an option (referred to
in this clause 3 as “the Option”) to renew this Lease for the time period
specified in Item 7 of the Reference Schedule as applicable. The option may be
exercised by the Lessee strictly in accordance with the terms set out in this
clause 3.

	3.2 	
      Binding Lessor’s successors and
  assigns



The Option binds the Lessor and the Lessor’s successors and
assigns, being the owners for the time being of the Leased Premises and also
binds any person who obtains the reversionary interest in the Leased Premises
from time to time.

	3.3 	
      Parties who may renew



The Option may be exercised by:

	(a) 	
      the Lessee or by the Lessee’s successors and assigns,
      being the lessee for the time being of the Leased Premises;

	 	
       

	(b) 	
      in the event of there being two or more persons holding
      as lessees as joint Lessees, upon the death of any of them, by their
      survivors.




	3.4 	
      Conditions for exercise of
option



The Lessee can only exercise the Option if:

	(a) 	
      the Lessee has not been served with three (3) notices of
      breach of the Lease during the Term; and,

	 	
       

	(b) 	
      there is no subsisting breach of any Lease covenants by
      the Lessee:



4 





	 	
      (i) 
	
      at the date of serving notice of the exercise of the
      Option; and

	 	
       
	
       

	 	
      (ii) 
	
      at the date of expiry of this Lease;
and




	(c) 	
      the Lessee has served on the Lessor notice of exercise of
      this Option not more than six (6) calendar months and not less than three
      (3) calendar months prior to the expiration of the Term provided always
      that the exercise of the Option on a day exactly three (3) calendar months
      prior to the expiration of the term or on the day exactly six (6) calendar
      months prior to the expiration of the term shall be sufficient for the
      purposes of this clause.




	3.5 	Guarantee of Lease for option period
  
	  	  
	(a) 	
      If this Lease is guaranteed by the Guarantor, then the
      renewal of this Lease is conditional on the Guarantor of the Lease
      entering into a guarantee in the form contained in clause 10 of this
      Lease, in respect of the Option term. 

	  	
      

	(b) 	
      If the Guarantor or any of the guarantors, under this
      Lease is or are unable or unwilling to enter into a guarantee in respect
      of the Option term, the Lessee may: 




	 	
      (i) 
	
      provide a guarantee by another person who is an
      acceptable new guarantor; or,

	 	
       
	
       

	 	
      (ii) 
	
      provide a Bank Guarantee in accordance with clause 10.5;
      and,

	 	
       
	
       

	 	
      (iii) 
	
      if the Lease is secured by a Bank Guarantee and a
      Personal Guarantee, the amount of the Bank Guarantee shall be increased by
      a sum reflecting five (5) months’ rent plus GST for each outgoing
      Guarantor.




	(c) 	
      (i) 
	An acceptable new guarantor is a person who is respectable and is
      either: 



	 	
      (A) 
	
      at least as financially secure as the Guarantor;
  or

	 	
       
	
       

	 	
      (B) 
	
      is an adequately financial Guarantor; and

	 	
       
	
       

	 	
      (C) 
	
      is an Australian resident or has substantial assets
      located in Australia.




	 	
      (ii) 
	
      A person is an adequately financial Guarantor if that
      person’s net asset worth, after deducting secured and unsecured
      liabilities, exceeds the amount indicated in Item 3.2 of the Reference
      Schedule.




	(d) 	
      The Lessor will consider the Lessee’s request to provide
      an acceptable new guarantor for the renewal of this Lease promptly and
      will not unreasonably refuse, withhold or delay its consent to the
      substitution of that person as guarantor.

	 	 
	(e) 	
      If the Lessee is unable to provide a guarantee in respect
      of the Lease for the relevant Option term either by the Guarantor or by an
      acceptable new guarantor, or provide an acceptable Bank Guarantee, the
      Lessee has failed to effectively exercise the option for renewal of this
      Lease and the Lessee is not entitled to a renewal of this Lease for the
      Option term.




	3.6 	
      Bank Guarantee of Lease for option
  period



If this Lease is secured by a Bank Guarantee, then the renewal
of this Lease is conditional on the continuance of such Bank Guarantee in
accordance with clause 10.5, in respect of the Option term.

	3.7 	
      Conditions of renewal



The Option is for the renewal of this Lease for the further
term as specified in Item 7 of the Reference Schedule from the day after the
date of expiry of the term of this Lease, containing identical covenants to the
covenants of this Lease (except this clause):

	(a) 	
      at a rent which will be determined in accordance with
      clause 6 of this Lease; and

	 	
       

	(b) 	
      containing the further options for renewal as are
      specified in Item 7 of the Reference Schedule.



5 





	3.8 	
      Payment of rent and outgoings while rent
      determined




	(a) 	
      After the exercise of the Option, until the rent for the
      Option term is determined, the Lessee will continue to pay the rent and
      outgoings at the rate at which they were payable and at the times at which
      they were payable, during the last year of the Lease Term.

	 	 
	(b) 	
      Within twenty one (21) days of the rent for the Option
      term being determined, the parties will adjust and pay any shortfall in
      the rent paid for the period from the commencement of the Option term up
      to the last day for rent payment before the rent
  determination.




	4. 	
      RENT PAYMENTS




	4.1 	
      Rent payments



The Lessee covenants to pay the rent as specified in Item 8 of
the Reference Schedule:

	(a) 	
      by calendar monthly payments in advance on the first day
      of each calendar month, each payment being one twelfth (1/12th) of the
      annual rent then due as fixed or varied under this Lease;

	 	
       

	(b) 	
      without demand by the Lessor;

	 	
       

	(c) 	
      by cheque or by depositing or transferring the payments
      into an account as directed by the Lessor; and

	 	
       

	(d) 	
      to the Lessor or the Lessor’s agent, as advised by the
      Lessor in writing to the Lessee.




	4.2 	
      Outgoings
contributions




	(a) 	
      The Lessee covenants to pay the outgoings as specified in
      Item 9 of the Reference Schedule:




	 	
      (i) 
	
      within the time stipulated by the supplier (creditor),
      which may be on demand, and if no time is stipulated or if the supplier is
      the Lessor then within twenty eight (28) days of receiving an account from
      the Lessor detailing any outgoings that are payable;

	 	
       
	
       

	 	
      (ii) 
	
      by cheque or by depositing or transferring the payments
      into an account as directed by the Lessor; and

	 	
       
	
       

	 	
      (iii) 
	
      to the Lessor or the Lessor’s agent, as advised by the
      Lessor in writing to the Lessee.




	(b) 	
      If GST is applicable then the Lessee must pay the
      Outgoing plus any applicable GST. The Lessor must provide a tax invoice to
      the Lessee.




	4.3 	
      Accrual and prepayment
basis



For the purpose of assessment of outgoings payable by the
Lessee, they are to be calculated on an accrual and prepayment basis by the
Lessor, so that:

	(a) 	
      the Lessor’s obligation arises on the date when it is
      under legal liability to pay for an outgoing; and

	 	 
	(b) 	
      when an outgoing relates to a particular annual or other
      period, the proportion attributed to the annual period will be included,
      apportioned on a daily basis, whether payment is required before, during
      or after the annual period.




	4.4 	
      Apportionment of Outgoings



If any outgoing is not assessed solely on the Leased Premises
then liability for that outgoing is to be calculated on the basis of the
proportion of the lettable area that the Leased Premises bears to the total
lettable area of the location assessed, with such lettable area to include car
parking bays.

6 





	5. 	
      RENT REVIEW: GENERALLY




	5.1 	
      Review dates



The Rent is to be reviewed either annually or with such other
frequency as is specified of the Reference Schedule (on each rent Review Date)
and will on each occasion be either calculated pursuant to:

	(a) 	
      set pursuant to Current Market Rent (as provided for in
      subclauses 6.2 to 6.10) as the case may be; or,

	 	 
	(b) 	
      the CPI Formula (as set out in subclause 6.11 or 6.12);
      or,

	 	 
	(c) 	
      calculated pursuant to the Fixed Percentage Increase
      Formula (as set out in subclause 6.13); or,

	 	 
	(d) 	
      set to such other method as specified in item 13 of the
      Reference Schedule or the Special Conditions or in this
  Lease.



Such method of calculation or amount being dependent in each of
subclauses 5.1(a) to (d) inclusive as to whether Item 10, Item 11, Item 12 or
Item 13 of the Reference Schedule designates each such rent Review Date to be a
CPI Review Date, or a Fixed Percentage Review Date, or a Market Review Date or
otherwise provides for the Rent to be then set to a specific quantum.

	5.2 	
      Late rent reviews




	(a) 	
      Except as provided in subclause (b) of this clause, if
      the parties have failed to institute a rent review to determine the rent
      from a Review Date then the reviewed annual rent is to apply from the
      Review Date.

	 	 
	(b) 	
      If the parties have failed to institute a rent review to
      determine the rent from a Review Date before the happening of any of the
      situations specified in this subclause, then the existing rent will
      continue to be the rent for that review period, and from then on, neither
      party may have the annual rent reviewed for that
period.



Specified Situations 

	 	
      (i) 
	
      a later Review Date occurs; or

	 	
       
	
       

	 	
      (ii) 
	
      the expiry of the Lease term, (provided that no option to
      renew the Lease is exercised).




	5.3 	
      Rent payments pending
  determination



If the annual rent to be paid after a given rent Review Date is
not determined until after that rent Review Date, then:

	(a) 	
      the Lessee will continue to pay the current instalments
      of rent due until the new rent is determined.

	 	 
	(b) 	
      when the rent is determined, the Lessee will pay the
      additional amount (if any) due for rent from the relevant rent Review Date
      until the date on which the rent is actually reviewed, in three (3) equal
      monthly instalments on the first day of each calendar month following the
      date on which the reviewed rent is determined.




	5.4 	
      Rent not to decrease



Despite anything else contained in this clause (or this Lease)
upon the review of the annual rent, the reviewed annual rent cannot be reviewed
so as to be less than the annual rent that was payable, immediately before the
review of the annual rent. This clause is to prevail even in the circumstances
where the Consumer Price Index for Perth (All Groups) decreases in value. Where
two or more methods of rent review are specified for the same Review Date, the
reviewed Rent must be calculated according to all specified methods and the
highest calculated Rent will apply.

7





	6. 	
      RENT REVIEW METHODS




	6.1 	
      Annual rent determination



Rent review in this clause 6 is subject to the general review
provisions in clause 5 above.

Market Rent Review 

	6.2 	
      Lessor’s assessment of market
  rent



The Lessor shall, no more than thirty (30) days prior to a
Market Review Date, serve on the Lessee written notice of intention to increase
the yearly rent from the Market Review Date and of the Lessor’s reasonable
assessment of the Current Market Rent of the Leased Premises at the Market
Review Date.

	6.3 	
      Lessee’s entitlement to have market rent
      reviewed



If the Lessor has not served a written notice on the Lessee in
accordance with clause 6.2 before a Market Review Date, the Lessee may serve on
the Lessor written notice of the Lessee’s intention to have the rent reviewed,
which notice requires the Lessor to serve on the Lessee within thirty (30) days
after service of the Lessee’s notice, the Lessor’s reasonable assessment of the
current market rent of the Leased Premises at the Market Review Date.

	6.4 	
      Acceptance of Lessor’s
assessment




	(a) 	
      The Lessee may accept the Lessor’s assessment and in that
      event the assessed amount shall be the rent from the Market Review
      Date.

	 	
       

	(b) 	
      Deemed acceptance

	 	
       

		
      The Lessee has thirty (30) days from receipt of the
      Lessor’s assessment notice to give written notice to the Lessor that the
      Lessee does not accept the Lessor’s assessment (the “Refusal Notice”). If
      the Lessee fails to give this Refusal Notice by the deadline then the
      Lessee is deemed to have accepted the Lessor’s assessment of market
      rent.




	6.5 	
      Determination of Current Market
  Rent



If the Lessee fails or refuses to accept the Lessor’s
assessment within thirty (30) days after service of the assessment or if the
Lessor fails to provide an assessment or if they are unable to agree within that
period on some other amount as the Current Market Rent at the Market Review
Date, the Current Market Rent shall be determined in accordance with clause
6.6.

	6.6 	
      Meaning of Current Market
Rent



“Current Market Rent” means the best annual rent that can be
reasonably obtained for the Leased Premises, which is calculated:

	(a) 	
      on the basis that the premises are available for leasing
      with vacant possession by a willing lessor to a willing lessee for a term
      equal to the whole term of this Lease and any additional option for
      renewal;

	 	 
	(b) 	
      having regard to the permitted use of the Leased
      Premises;

	 	 
	(c) 	
      on the basis of the terms and conditions contained in
      this Lease (other than the amount of rent reserved in this Lease, but
      including the provisions for rent review);




	(d) 	
      on the basis that:




	 	
      (i) 
	
      the Leased Premises are fit for immediate occupation and
      use by the Lessee;

	 	
       
	
       

	 	
      (ii) 
	
      the Lessee’s lease covenants and obligations shall have
      been fully performed at the Market Review
Date;




	(e) 	
      without taking into account:



8 





	 	(i) 	
      any improvements or fixtures erected or installed at the
      Lessee’s expense which the Lessee is permitted or required to remove at
      the termination of this Lease, except for permanent structural
      improvements to the Leased Premises installed at the Lessee’s expense
      which the Lessee is not permitted to remove at the termination of this
      Lease, which shall be taken into account;

	 	 	 
	 	(ii) 	
      any goodwill attributable to the Leased Premises through
      the Lessee’s business activity;

	 	 	 
	 	(iii) 	
      that the Lessee has been in occupation of the Leased
      Premises;

	 	 	 
	 	(iv) 	
      any relocation costs which would be incurred by the
      Lessee when moving to other premises; and




	(f) 	
      having regard to the rental values of comparable
      premises.




	6.7 	
      Appointment of nominee



Either party may apply to the President or principal officer
for the time being of the Western Australian Division of the Australian Property
Institute (Inc) (or if it does not exist an association with substantially
similar objects) (“the nominator”) to nominate a person who is a licensed valuer
and:

	(a) 	
      has practised as a valuer for not less than five (5)
      years;

	 	 
	(b) 	
      is a member of the Australian Property Institute (Inc)
      (or if it does not exist an association with substantially similar
      objects); and

	 	 
	(c) 	
      is licensed to practise as a valuer of the kind of
      premises whose rent review is required under this Lease (called
      “nominee’’) to determine the Current Market Rent at the Market Review
      Date.




	6.8 	
      Conduct of market rent
review




	(a) 	
      The nominee shall act as an expert and not as an
      arbitrator.

	 	
       

	(b) 	
      Each party may submit to the nominee written valuations
      and submissions within twenty one (21) days after the nominee has accepted
      the nomination to act, but may not make oral submissions or adduce any
      evidence.

	 	
       

	(c) 	
      At the time of making any written submissions or
      forwarding to the nominee any written valuation, that party shall forward
      to the other party a copy of all written material submitted to the
      nominee.

	 	
       

	(d) 	
      Within thirty five (35) days after the nominee has
      accepted the nomination to act, each party may forward to the nominee
      written comments on the other party’s written valuations and
      submissions.

	 	
       

	(e) 	
      The nominee shall take into consideration any written
      submissions received within those periods, but is not fettered by them and
      shall determine the Current Market Rent in accordance with his own
      judgment.

	 	
       

	(f) 	
      The nominee’s determination is final and is binding on
      the parties.

	 	
       

	(g) 	
      The nominees shall conclude the determination and shall
      inform the parties of it within sixty (60) days after having accepted the
      nomination to act and shall provide detailed written reasons for the
      determination.




	6.9 	
      Appointment of another
nominee



If the nominee:

	(a) 	
      fails to accept the nomination to act; or

	 	 
	(b) 	
      fails to determine the Current Market Rent within the
      number of days in clause 6.8(g) after accepting the nomination to act;
      or

	 	 
	(c) 	
      becomes incapacitated or dies; or

	 	 
	(d) 	
      resigns as the nominee,



THEN either party may request the nominator to appoint another
nominee in accordance with clause 6.7.

9 





	6.10 	
      Costs of rent determination of Market
  Review



The parties shall bear equally the total costs of the rent
determination at each Market Review Date including the cost of any aborted rent
review. Each party shall bear its own costs of legal representation, the fees of
any experts and for making valuations for the purpose of written
submissions.

	6.11 	
      CPI rent reviews:



The Rent as increased by the CPI Review shall be an amount
determined by the following formula ("CPI Formula"):

	 	
      R 
	
  = CR * (CCPI / PCPI) + N 

	 	
       
	
   

	 	
      Where: 
	
   

	 	
       
	
   

	 	
      R 
	
      = the adjusted Rent payable from and including the
      relevant Rent Review Date; 

	 	
       
	
   

		
      CR 
	
      = the Rent payable during the period from the immediately
      preceding rent Review Date to the rent Review Date in question or, where
      the rent Review Date is the first occurring under this lease, then the
      Rent payable during the period from the Commencement Date to the rent
      Review Date in question; 

	 	
       
	
   

	 	
      CCPI 
	
      = the CPI as last published by the Australian
      Statistician prior to the relevant rent Review Date; 

	 	
       
	
   

		
      PCPI 
	
      = the CPI as last published by the Australian
      Statistician prior to the immediately preceding rent Review Date or, where
      the rent Review Date is the first occurring under this lease, then as last
      published prior to the Commencement Date. 

	 	
       
	
   

	 	
      N 
	
      = the numeral specified of the Reference Schedule as
      numeral “N” expressed as a percentage. 




	6.12 	
      Lessor’s Notice binding in absence of manifest
      error




	(a) 	
      On or before the last time proved in clause 5.2 (Late
      Rent Review) the Lessor is to notify the Lessee in writing ("Lessor's
      Notice") of the amount which the Lessor considers to be the new Rent of
      the Leased Premises as at the relevant CPI Review Date as determined by
      the CPI Formula and the amount specified in the Lessor's Notice is to be
      the new Rent save and except in the case of manifest error on the part of
      the Lessor.

	 	
       

	(b) 	
      Should the Lessee notify the Lessor in writing ("Lessee's
      Notice") of the Lessee's opinion as to manifest error in the calculation
      as aforesaid then the matter shall be referred to a Valuer to be appointed
      by the Lessor which Valuer shall act as an expert and not as an arbitrator
      in determining the new Rent calculated pursuant to the CPI
  Formula.

	 	
       

	(c) 	
      Any adjustment between the parties as to overpaid or
      underpaid rental shall be made at the time of the calendar monthly
      instalment for rental next following the Valuer providing the details of
      his determination in writing.




	6.13 	
      Fixed Percentage Increase



The Annual Rent when calculated on each Fixed Percentage Review
Date (if any) will be determined in each such case pursuant to the following
formula ("Fixed Percentage Increase Formula") namely:

		R 	= CR x P
  
      100 
	 	 	 
	 	Where: 	 
	 	 	 
		R 	= the adjusted Minimum Rent calculated on an
      annual basis payable from and including the relevant Fixed Percentage
  Review Date; and 
	 	 	 
		CR 	= The Minimum Rent payable calculated on an
      annual basis immediately prior to the relevant Fixed Percentage Review
  date. 
	 	 	 
	 	P 	= That figure or numeral specified of the
  Reference Schedule as numeral “P”. 


10 




On or before the relevant Fixed Percentage Review Date the
Lessor is to notify the Lessee in writing ("Lessor's Notice") of the amount
which the Lessor considers to be the new Rent for the Leased Premises from the
Fixed Percentage Review Date and except in the case of manifest error on the
part of the Lessor the amount so specified shall apply and be duly payable.

	7. 	
      SERVICES




	7.1 	
      Lessee’s liability for
services



The Lessee will pay for any electricity, power, fuel, gas, oil,
water, telephone, garbage removal, waste disposal and other services or
utilities provided by public, local or other authorities or suppliers to the
Leased Premises and charged separately in respect of the Leased Premises, to the
supplier of the service or utility.

	7.2 	
      Installation of meters



The Lessee will, if required by the Lessor or by an authority
supplying any such service or utility permit the installation or meters required
to measure the quantity of the service supplied to the Leased Premises.

	8. 	
      COSTS, INTEREST AND
SET-OFF




	8.1 	
      Costs of preparation of
lease




	(a) 	
      The Lessee will pay the stamp duty on this Lease, if
      any.

	 	 
	(b) 	
      The Lessee will pay the Lessor’s reasonable legal costs
      of the negotiation, preparation and execution of this
  Lease.




	8.2 	
      Renewal or extension of
Lease



The reasonable costs and disbursements of any renewal or
extension of this Lease will be paid by the Lessee.

	8.3 	
      Consents, transactions and
  default




	(a) 	
      The Lessee agrees to pay the Lessor’s costs, charges and
      expenses which are incurred reasonably, properly and in good faith, in
      connection with:




	 	
      (i) 
	
      the obtaining or consideration of any consent from the
      Lessor, and from any head lessor, mortgagee or other person, which is
      required by the Lessee under this Lease;

	 	
       
	
       

	 	
      (ii) 
	
      the negotiation and preparation of all documents relating
      to any consent required by the Lessee, and all costs incurred by the
      Lessor and by any other party whose consent is required, whether a consent
      is given, refused, or the application for consent is withdrawn;

	 	
       
	
       

	 	
      (iii) 
	
      any breach or default by the Lessee under this
    Lease;

	 	
       
	
       

	 	
      (iv) 
	
      the exercise or attempted exercise by the Lessor of any
      right, power, privilege, authority or remedy, against the Lessee or
      against any Guarantor, to enforce the Lessee’s obligations under this
      Lease, or to terminate this Lease for the Lessee’s breach or
  default




	(b) 	
      Prior to contemplating any consent, assignment, novation
      or variation of this Lease the Lessor is entitled to require the Lessee to
      deposit a sum of money to the trust account of the Lessor’s solicitors (or
      managing real estate agent) as specific security for the Lessor’s costs of
      considering and investigating the consent or matter requested by the
      tenant. Any such requested amount shall be based on the reasonable
      assessment by the professional (whether solicitor, architect, engineer or
      other such person) as to the cost to the Lessor of considering and
      implementing the Lessee’s request.



11 





	8.4 	
      Costs on full indemnity
basis



The Lessor’s legal and professional costs and disbursements
under clauses 8.2 and 8.3 above and clause 12 below (assignment or subletting)
shall be charged and allowed on a full indemnity basis, to provide full
indemnity to the Lessor for costs, charges and expenses. The costs are payable
whether or not such consent is granted or agreement finalised.

	8.5 	
      Lessor’s internal costs



The Lessor’s costs under clause 8.3 include:

	(a) 	
      the Lessor’s reasonable administrative costs and expenses
      of considering any application for consent, of considering and managing
      and breach or default under this Lease and attendances by the Lessor’s
      officers, employees or agents, including attendances on the Lessor’s legal
      advisers and in court;

	 	 
	(b) 	
      the fees of professional consultants reasonably and
      properly incurred by the Lessor.




	8.6 	
      Lessee’s obligation to pay
costs




	(a) 	
      The Lessor is entitled to render to the Lessee an
      itemised statement of any costs, charges and expenses for which the Lessee
      is liable in accordance with clause 8.3 at any time after they have been
      incurred.

	 	 
	(b) 	
      In respect of any such statement, the Lessee shall pay
      the amount claimed:




	 	
      (i) 
	
      when the Lessor’s consent is provided to the
    Lessee;

	 	
       
	
       

	 	
      (ii) 
	
      in any other case, within thirty (30) days after service
      of the statement on the Lessee.




	(c) 	
      the Lessee’s liability shall incur interest on the basis
      specified in clauses 8.6 and 8.7 from the thirty-first (31st )
      day after the date of service of the statement until the day of payment,
      calculated on a daily rate.




	8.7 	
      Interest on overdue
payments



If the Lessee is in default for a period of more than seven (7)
days with the payment of rent or any other liability to or on behalf of the
Lessor under this Lease, the Lessee is liable to pay interest to the Lessor in
accordance with this clause:

	(a) 	
      interest is computed from the day immediately following
      the day on which each liability is due for payment, at a daily rate, until
      the liability is discharged by payment;

	 	 
	(b) 	
      interest is computed at the rate of interest indicated in
      Item 14 of the Reference Schedule;

	 	 
	(c) 	
      in respect of amounts remaining unpaid, the Lessor at its
      option may capitalise interest calculated up to the end of each calendar
      month while there are any outstanding liabilities in accordance with this
      clause from the Lessee.




	8.8 	
      Recovery of interest



The Lessor may demand the payment of interest and take legal
action to recover the amount due at any time after at least seven (7) days’
notice is given to the Lessee indicating the amount of interest due and its
calculation.

	8.9 	
      Preclusion of set-off



The Lessee expressly agrees to make all payments of rent due
under this Lease punctually on the date when each payment is due and will not
withhold or be entitled to withhold the whole or part of any of those payments
by way of deduction, set-off or counterclaim.

12 





	9. 	
      MEASUREMENT OF LETTABLE
AREA




	9.1 	
      Use of Property Council of Australia
  method




	(a) 	
      The lettable area of the whole or part of the Leased
      Premises or of any other area is to be determined in accordance with the
      “Property Council of Australia Method of Measurement”, published or used
      by the Property Council of Australia in respect of buildings such as the
      building.

	 	 
	(b) 	
      For clarity, the “lettable area” is not restricted to Net
      Lettable Area only (as defined by the Property Council of Australia Method
      of Measurement) although a valuer may determine different rates per square
      for different parts of the land comprising the Leased Premises such as
      (without limitation): office; showroom; warehouse; storage; cold storage;
      hardstand; or, vehicle parking.




	9.2 	
      Alteration in method



If the Property Council of Australia Method of Measurement is
altered during the continuance of this Lease, then subsequent calculations of
the lettable area are to be undertaken on the basis of the altered method of
measurement, including for rent review and the calculation of contributions to
outgoings.

	9.3 	
      Prima facie evidence



A certificate by a surveyor or architect produced by the Lessor
indicating that person’s or firm’s calculations in accordance with clause 9.2 or
9.3 is prima facie evidence of the lettable area of premises covered by those
calculations.

	10. 	
      GUARANTEE AND SECURITY




	10.1 	
      Entering into the
Guarantee



In consideration of the Lessor agreeing to enter into this
Lease and make the grant contained within this Lease to the Lessee at the
request of the Guarantor, the Guarantor enters into this guarantee and indemnity
(called “Guarantee”) in favour of the Lessor on the terms specified in this
clause.

	10.2 	
      Scope of Guarantee




	(a) 	
      The Guarantor agrees to
guarantee:




	 	(i) 	
      the payment of rent, operating expenses and any other
      payment due under this Lease; and

	 	 	 
	 	(ii) 	
      the observance and performance of all the Lessee’s
      obligations as specified in this Lease



throughout the Lease Term and
throughout any renewed terms or terms, including during holding over as a
periodical Lessee after the expiry of the Lease Term or any renewed terms of
terms, by the Lessee.

	(b) 	
      The Guarantor agrees to indemnify and keep indemnified
      the Lessor for any loss or damage it suffers as a result of the
    Lessee:




	 	(i) 	
      failing to pay rent, operating expenses or any other
      payment due under this Lease;

	 	 	 
	 	(ii) 	
      failing to observe and perform all of its obligations as
      specified in this Lease throughout the Lease Term and throughout any
      renewed terms or terms, including during holding over as a periodical
      Lessee after the expiry of the Lease Term or any renewed terms of terms,
      by the Lessee.




	(c) 	
      This Guarantee covers the whole period whilst the Lessee
      occupies or is entitled to occupy the Leased Premises under this Lease as
      the lessee, or while holding an equitable interest over the Leased
      Premises under an agreement for lease or as a periodical Lessee.

	 	 
	(d) 	
      This Guarantee extends to claims by the
  Lessor:




	 	(i) 	
      for damages for breaches of lease
  covenants;



13 





	 	
      (ii) 
	
      for breaches of any essential terms of this
  Lease;

	 	
       
	
       

	 	
      (iii) 
	
      for repudiation of this Lease;

	 	
       
	
       

	 	
      (iv) 
	
      for the Lessor’s loss or damage in the event of the
      Lessee abandoning or vacating the Leased Premises;

	 	
       
	
       

	 	
      (v) 
	
      in the event of the Lessor electing to re-enter or to
      terminate this Lease;

	 	
       
	
       

	 	
      (vi) 
	
      for the Lessor’s reasonable legal and other expenses of
      seeking to enforce those obligations against the Lessee and the Guarantor,
      recovering possession and terminating this Lease, on the basis specified
      in clause 8;

	 	
       
	
       

	 	
      (vii) 
	
      for loss or damage consequent on disclaimer of this Lease
      on the Lessee’s insolvency, as if this Lease had not been
    disclaimed.




	(e) 	
      This Guarantee is in favour of the Lessor and its
      successors and assigns being the owner of the Leased Premises from time to
      time during the continuance of this Guarantee.




	10.3 	
      Liability of several
Guarantors



When there is more than one Guarantor under this Lease:

	(a) 	
      the term Guarantor in this clause refers to each of the
      Guarantors and to all of them;

	 	 
	(b) 	
      their obligations as Guarantor are joint and
    several;

	 	 
	(c) 	
      the Lessor may enforce this Guarantee against all or any
      of them;

	 	 
	(d) 	
      any notice or demand may be served on all of them by
      serving any one of them;

	 	 
	(e) 	
      this Guarantee remains binding on the other Guarantors,
      even if:




	 	(i) 	
      any Guarantor fails to execute this Lease or to enter
      into this Guarantee;

	 	 	 
	 	(ii) 	
      this Guarantee is not binding on any Guarantor;

	 	 	 
	 	(iii) 	
      the Lessor releases any Guarantor from liability under
      this Guarantee.




	10.4 	
      Guarantee not discharged



This Guarantee is not discharged and the Lessor’s rights
against the Guarantor are not affected by any of the following:

	(a) 	
      the granting of any indulgence or extension of time by
      the Lessor to the Lessee or to the Guarantor;

	 	
       

	(b) 	
      the Lessor’s neglect or failure to enforce lease
      covenants against the Lessee or the Lessor’s waiver of any breaches or
      defaults under this Lease;

	 	
       

	(c) 	
      the total or partial release of liability of the Lessee
      or of a Guarantor by the Lessor;

	 	
       

	(d) 	
      the entry into any arrangement, composition or compromise
      relating to this Lease between the Lessor and the Lessee or any other
      person;

	 	
       

	(e) 	
      the variation of any provision of this Lease between the
      Lessor and the Lessee without the Guarantor’s consent but only if they are
      minor and are not prejudicial to the Guarantor;

	 	
       

	(f) 	
      the death or bankruptcy or winding up of the Lessee or
      the Guarantor; or

	 	
       

	(g) 	
      the disclaimer of this Lease following the Lessee’s
      insolvency.



14 





	10.5 	
      Security deposit or bank
  guarantee




	(a) 	
      In order to secure due and punctual observance and
      performance by the Lessee of the Lessee’s covenants to be observed and
      performed under this Lease, on or prior to the execution of this Lease the
      Lessee at the Lessee’s option covenants to
either:




	 	
      (i) 
	
      pay to the Lessor the security deposit specified in Item
      3 of the Reference Schedule (the “Security Deposit”); OR,

	 	
       
	
       

	 	
      (ii) 
	
      provide at the Lessee’s cost in favour of the Lessor for
      the duration of the Term and any renewal or extension thereof an
      unconditional bank guarantee (the “Bank Guarantee”) in a form and issued
      by a bank approved by the Lessor (which approval shall not be unreasonably
      withheld) to pay the Lessor on demand without deduction and cause the
      amount payable pursuant to the Bank Guarantee to be increased to the
      amount specified in Item 3 of the Reference
Schedule.




	(b) 	
      The Lessor shall deposit the Security Deposit in an
      account in the Lessor’s name for the duration of this Lease. The Lessor
      will not be obliged to deposit the Security Deposit into an interest
      bearing account. If interest does accrue, it shall be accumulated and
      added to the amount held as a Security Deposit and credited to the Lessee
      as income of the Lessee.



Lessor shall give notice 

	(c) 	
      IF:

	 	 	 
		
      (i) 
	
      the Lessee defaults in the payment of Rent, or any other
      money due and owing under this Lease or if the Lessee defaults in
      performing any other obligations under this Lease; and,

	 	
       
	
       

		
      (ii) 
	
      a notice of default has been served on the Lessee and has
      not been complied with by the Lessee or the Lessee vacates the Leased
      Premises;



the Lessor may appropriate the Security
Deposit and interest or the Bank Guarantee as the case may be towards the
Lessor’s claim against the Lessee for Rent and any other money due and owing
under this Lease and for damages for breach of covenant without prejudice in any
way, to any other rights of the Lessor under this Lease.

	(d) 	
      The Lessor shall notify the Lessee that the Security
      Deposit and interest or the Bank Guarantee as the case may be have been
      applied in full or in partial satisfaction of the Lessor’s claim and shall
      itemise the Lessor’s claim giving credit for the Security Deposit and for
      interest or the amount claimed pursuant to the Bank Guarantee
      respectively.

	 	 
	(e) 	
      If this Lease not expired or been determined at the time
      of the Lessor’s notice under subclause 10.5(d) above, the Lessee shall
      with seven (7) days of receipt of the Lessor’s notice pay to the Lessor
      the amount of the Security Deposit which has been applied by the Lessor so
      that the Security Deposit is reinstated to the amount specified of the
      Reference Schedule.



Lessor not limited to Security Deposit or the Bank Guarantee


	(f) 	
      The Lessor is entitled to recover the Rent and any other
      money due and owing under this Lease and damages for breach of covenant
      without being limited to the Security Deposit or the Bank
  Guarantee.



Lessor shall repay on expiration 

	(g) 	
      The Lessor shall repay to the Lessee the Security Deposit
      and interest on the expiration or earlier determination of this Lease
      unless the provisions of subclause 10.5(c) have come into
  operation

	 	
       

		
      PROVIDED THAT if any proposed assignee pays to the Lessor
      the Security Deposit on the terms and conditions of this clause 10.5 the
      Security Deposit and interest (subject to subclause 10.5(c) will be repaid
      to the Lessee upon the date of receipt by the Lessor of the Security
      Deposit from the proposed assignee.

	 	
       

	(h) 	
      If this Lease is assigned and the Security Deposit is not
      repaid to the Lessee under the proviso to subclause 10.5(g) the Security
      Deposit shall be held on behalf of the assignee and the Security Deposit
      and interest shall be deemed to have been assigned to the assignee subject
      to the terms of this clause.



15 





	(i) 	
      Sale of Property

	 	 
		
      For clarity where the legal identity of the Lessor
      lawfully changes (for example on a sale of the Leased Premises or a change
      of trustee of Lessee whom is a trustee then the Lessor may require the
      Lessee to amend or replace the bank guarantee or the Security Deposit
      documentation to reflect the change in the legal entity comprising the
      Lessor to ensure to the extent practicable that the Lessor for the time
      being can draw upon that bank guarantee or security
  deposit.




	11. 	
      INDEMNITY AND ASSUMPTION OF
RISK




	11.1 	
      Lessee’s indemnities to
Lessor



The Lessee agrees to indemnify the Lessor from and against any
liability, loss, damage, expense or claim, which the Lessor may incur, including
to a third party, during or after the term of this Lease, in respect of or
arising from:

Breach of lease obligations 

	(a) 	
      loss, damage or injury to property or person occurring
      within the Leased Premises caused or contributed to by the Lessee’s
      failure (including through the Lessee’s agents or employees) to comply
      with the obligations imposed under this Lease.



Misuse of Services or Facilities 

	(b) 	
      the negligent use or misuse by the Lessee (and by its
      agents or employees) of any Services in the Leased
  Premises.



Escape of substances 

	(c) 	
      the overflow, leakage or escape of water, gas,
      electricity, fire, or other materials or substances in or from the Leased
      Premises, caused or contributed to by the Lessee’s (and its agents’ or
      employees’) negligence.



Use of Leased Premises 

	(d) 	
      loss, damage or injury to property or person caused or
      contributed to by the Lessee’s negligence, arising out of use of the
      Leased Premises.



Faulty installations 

	(e) 	
      loss, damage or injury to property or persons caused or
      contributed to by the defective installation of plant, fixtures and
      equipment in the Leased Premises by or on behalf of the
  Lessee.



Failure to notify 

	(f) 	
      the Lessee’s failure to notify the Lessor regarding any
      defect in the Services in the Leased Premises.




	11.2 	
      Conditions and limitations



The indemnities under this clause 11:

	(a) 	
      include penalties, fines, legal and other costs incurred
      by the Lessor;

	 	 
	(b) 	
      do not apply when the Lessor is indemnified for the loss
      or damage from moneys paid or recovered from insurances effected by the
      Lessor.




	11.3 	
      Enforcement of
indemnities




	(a) 	
      Each indemnity in this agreement is a continuing
      obligation, separate and independent from the other obligations of the
      parties and survives termination of this agreement and remains enforceable
      in full by the parties.

	 	
       

	(b) 	
      It is not necessary for a party to incur an expense or
      make a payment before enforcing a right of indemnity conferred by this
      agreement.



16







	11.4 	
      Assumption of risk by
Lessee



The Lessee agrees to occupy and use the Leased Premises at the
risk of the Lessee and the Lessor will not in any circumstances be liable to the
Lessee for any damage to the fixtures fittings merchandise or stock in trade of
the Lessee contained in or about the Leased Premises occasioned by water heat
fire electricity vermin explosion bursting pipes or by the entry of water from
any source whatsoever.

	12. 	
      ASSIGNMENT AND
SUBLETTING




	12.1 	
      Prohibition of dealings without
  consent



During the continuance of this Lease, in respect of the whole
or part of this Lease or the Leased Premises, the Lessee must not, without the
prior written consent of the Lessor, which consent will not be unreasonably
withheld:

	(a) 	
      assign, transfer, sublet, deal with, or grant any
      interest in, this Lease;

	 	 
	(b) 	
      mortgage, charge or encumber this Lease;

	 	 
	(c) 	
      grant any licence, or share the right of occupation or
      possession, in respect of whole or part of the Leased Premises;

	 	 
	(d) 	
      part with possession of whole or any part of the Leased
      Premises;

	 	 
	(e) 	
      grant any franchise or concession over the Lessee’s
      business conducted at the leased premises that would entitle any other
      person to use, occupy or trade from whole or part of the Leased
      Premises.




	12.2 	
      Consent to assignment



The Lessee may apply to the Lessor for consent to the
assignment of this Lease, which consent will not be unreasonably withheld, if
the following conditions precedent are satisfied:

	(a) 	
      the Lessee has made written application to the Lessor for
      consent and furnished complete copies of all written documents entered
      into between the Lessee and the proposed assignee relating to the Leased
      Premises, along with written personal and business references and
      financial statements relating to the assignee and any proposed
      guarantors;

	 	 
	(b) 	
      the Lessee will be required to establish to the
      reasonable satisfaction of the Lessor that:




	 	
      (i) 
	
      the proposed assignee is respectable, responsible and
      solvent;

	 	
       
	
       

	 	
      (ii) 
	
      in respect of the business or profession intended to be
      conducted by the assignee at the Leased Premises, the assignee has
      sufficient financial resources and business experience to be capable of
      adequately complying with the Lessee’s obligations under this Lease and of
      efficiently conducting the assignee’s business at the Leased
    Premises;




	(c) 	
      the Lessee must have paid to the Lessor all money due
      under this Lease up to the date of assignment;

	 	 
	(d) 	
      there are no unremedied breaches of the Lessee’s
      obligations under this Lease at the date of the assignment;

	 	 
	(e) 	
      any other consent that is required to the assignment, by
      head lessors, mortgagees or others, are obtained before the
    assignment;

	 	 
	(f) 	
      when the assignees is a company, other than a company
      whose shares are listed on an Australian Stock Exchange, personal
      guarantees and indemnities for performance of lease covenants for the
      duration of the lease term by the assignee be provided, in a form
      reasonably acceptable to the Lessor and prepared on behalf of the Lessor
      at the Lessee’s expense, by two of the assignee’s directors or principal
      shareholders chosen by the Lessor, where those guarantors have between
      them a net worth of no less than the amount specified in Item 3.2 of the
      Reference Schedule;



17 





	(g) 	
      the execution by the Lessee and the assignee of a
      transfer of this Lease, which must be duly stamped;

	 	 
	(h) 	
      the execution of a deed in a form reasonably required by
      and prepared on behalf of the Lessor, by which the Lessor, Lessee,
      assignee and new guarantors, agree:




	 	(i) 	
      the Lessee confirms its liability under this Lease for
      the balance of the current lease term or any term of extension or renewal
      of the current lease term;

	 	 	 
	 	(ii) 	
      the Lessor is released from liability to the Lessee under
      this lease;

	 	 	 
	 	(iii) 	
      the assignee covenants to observe the Lessee’s
      obligations under this lease during the duration of this Lease;

	 	 	 
	 	(iv) 	
      the Guarantor or Guarantors confirm their consent and
      their continuing liability, unless that is adequately covered in their
      guarantee;

	 	 	 
	 	(v) 	
      new guarantors execute guarantees under this Lease for
      the assignee.




	(i) 	
      the payment by the Lessee to the Lessor of the Lessor’s
      reasonable costs and disbursements in accordance with clause 8 (Costs,
      Interest and Set Off).

	 	 
	(j) 	
      the Lessor may at its absolute discretion require the
      assignee to provide a bank guarantee or increase such bank guarantee at
      Item 3.3 of the Reference Schedule to an amount not more than five (5)
      months rental plus GST.




	12.3 	No release to Lessee and Guarantor

	  	  
	(a) 	
      Nothing in this clause (or this Lease) acts to release
      the Lessee from its continuing liability to the Lessor for the term of
      this Lease or for any term of extension or renewal of the current Lease
      Term. 

	  	
       

	(b) 	
      Nothing in this clause (or this Lease) acts to release
      the Guarantor from its continuing liability to the Lessor for the term of
      this Lease or for any term of extension or renewal of the current Lease
      Term. 




	12.4 	Change in control of Lessee 
	  	  
	(a) 	
      For the purposes of this clause 12, any change in the
      effective control of the Lessee (being a corporation other than a public
      company listed on the main board of the Australian Stock Exchange) or its
      holding company (within the meaning of the Corporations Act) or of any
      Trust (of which the Lessee is trustee) is deemed to be an assignment by
      the Lessee of its interest in the Leased Premises and requires the
      Lessor’s consent in accordance with clause 12.2. 

	  	
       

	(b) 	
      For this purpose "effective control" means control of the
      composition of the board of directors (defined as “control” in the
      Corporations Act) or control of at least one half of the voting power
      PROVIDED THAT the issue, transfer or transmission of shares to (or to a
      trustee for) any relative by blood or marriage of the shareholders at the
      Commencement Date (or the beneficiaries under any trust in the case of
      shares held by a trustee) or to (or to a trustee for) any employees of the
      Lessee employed at the date of this Lease is not to be regarded as
      effecting any change in effective control. 




	12.5 	
      Consent to subletting



The Lessee may apply to the Lessor for consent to the grant of
a sublease over the whole or part of the Leased Premises, which consent will not
be unreasonably withheld if the following conditions precedent are
satisfied:

	(a) 	
      the Lessee is required to make a written application to
      the Lessor for consent, and furnish a copy of the proposed sublease, along
      with written personal and business references and financial statements
      relating to the proposed sublessee and any guarantors for the
    sublease;

	 	 
	(b) 	
      the terms and conditions of the sublease must be
      reasonably acceptable to the Lessor and must:




	 	(i) 	
      require the sublessee to comply with the Lessee’s
      obligations under this Lease as far as they govern the conduct of the
      sublessee as occupant of the subleased premises;

	 	 	 
	 	(ii) 	
      prohibit the sublessee from doing or permitting some act
      in relation to the subleased premises, which is inconsistent with or would
      constitute a breach of this Lease;



18 





	 	(iii) 	
      contain similar provisions relating to rent review,
      including review dates, as are contained in this Lease;

	 	 	 
	 	(iv) 	
      prohibit further subletting of the subleased premises by
      the sublessee,




	(c) 	
      the Lessee is required to establish to the reasonable
      satisfaction of the Lessor that:




	 	(i) 	
      the proposed sublessee is respectable, responsible and
      solvent;

	 	 	 
	 	(ii) 	
      in respect of the business or profession intended to be
      conducted by the sublessee at the Leased Premises the sublessee has
      sufficient financial resources and business experience to be capable of
      adequately complying with the Lessee’s obligations under this Lease and of
      efficiently conducting the sublessee’s business at the Leased
    Premises;




	(d) 	
      the Lessee must have paid to the Lessor all money due
      under this Lease up to the date of sublease;

	 	 
	(e) 	
      there are no unremedied breaches of the Lessee’s
      obligations under this Lease at the date of the sublease;

	 	 
	(f) 	
      any other consent that is required to the assignment,
      mortgagees or others, is obtained before the sublease;

	 	 
	(g) 	
      the execution of a deed of consent in a form reasonably
      required by and prepared on behalf of the Lessor, by the Lessor, Lessee
      and sublessee;

	 	 
	(h) 	
      the payment by the Lessee to the Lessor of the Lessor’s
      reasonable costs and disbursements in accordance with clause 8 (Costs,
      Interest and Set Off);

	 	 
	(i) 	
      the Lessor may at its absolute discretion require the
      Lessee or the Sub-Lessee provide a bank guarantee or increase such bank
      guarantee at Item 3.3 of the Reference Schedule to an amount not more than
      five (5) months rental plus outgoings.

	 	 
	(j) 	
      The Lessor and Lessee acknowledge that at the time of
      entering this lease it is the intent of the Lessee to sublet a portion of
      the Leased Premises that is surplus to the Lessee’s
  needs.




	12.6 	
      Exclusion of Property Law Act 1969
    provisions



Sections 80 and 82 of the Property Law Act 1969 are expressly
excluded from this Lease.

	13. 	
      USE OF LEASED PREMISES AND
  BUILDING




	13.1 	
      Use of Leased Premises



The Lessee must not use or permit the Leased Premises to be
used for any other purpose than that stated of the Reference Schedule and must
not use in connection with the permitted use a trading name other than that
trading name stated in the Reference Schedule.

	13.2 	
Change of use



The Lessee may apply to the Lessor for consent to a change of
use during the continuance of this Lease, which consent the Lessor at its
absolute discretion may or may not allow if the following conditions precedent
are satisfied:

	(a) 	
      any other use must be for the range of uses described in
      the Reference Schedule;

	 	
       

	(b) 	
      the Lessee first obtains all planning and other approvals
      to the use of the Leased Premises for that purpose and subsequently
      complies with the conditions of approval at the Lessee’s
expense;

	 	
       

	(c) 	
      there are no unremedied breaches of the Lessee’s
      obligations under this Lease at the date of the Lessee’s application for
      consent to change of user or while that application is considered by the
      Lessor;

	 	
       

	(d) 	
      any other consents which are required to the change of
      use, by head lessors, mortgagees, guarantors under this Lease, or others,
      are obtained before the change of use;



19 





	(e) 	
      the execution of a deed in a form reasonably required by
      and prepared on behalf of the Lessor, by the Lessor, Lessee, and
      Guarantor;

	 	 
	(f) 	
      the execution by the Lessor and the Lessee of an
      appropriate instrument varying the lease covenant relating to use, which
      shall be duly stamped and registered;

	 	 
	(g) 	
      the payment by the Lessee to the Lessor of the Lessor’s
      reasonable costs and disbursements, in accordance with clause
  8.




	13.3 	
      No warranty of suitability or
  adequacy



Regarding the present or future suitability or adequacy, for
the Lessee’s intended use or the business intended to be conducted by the
Lessee, of the Leased Premises, the Building or the fixtures, fittings,
furnishings, plant, machinery, equipment, services and facilities provided by
the Lessor:

	(a) 	
      the Lessee acknowledges that no promise, representation
      or warranty was given by or on behalf of the Lessor to or on behalf of the
      Lessee;

	 	 
	(b) 	
      the Lessor makes no warranty;

	 	 
	(c) 	
      any warranties implied under the general law or by
      statute are excluded under this Lease and negatived to the extent
      permitted by law.




	13.4 	
      Lessee’s responsibility for
  approvals




	(a) 	
      The Lessee has satisfied itself, before entering into
      this Lease, regarding the need for the availability and existence of all
      approvals, consents and licences required for use of the Leased Premises
      by the Lessee for its business and for the intended and permitted use of
      the Leased Premises.

	 	 
	(b) 	
      The Lessee has full responsibility, at its expense, to
      ensure that all approvals, consents and licences required by the Lessee
      for the conduct of the business and use of the Leased Premises are
      obtained and maintained throughout the term of this Lease and that all
      their conditions are observed.




	13.5 	
      Requiring Lessee to continue
  trading



The Lessee covenants to keep the Leased Premises open for
business and to conduct the Lessee’s business throughout the term of this Lease
during the hours of trade customary for business of a like nature, except:

	(a) 	
      when the Lessee is prevented from trading in the Leased
      Premises in Lessee’s control;

	 	 
	(b) 	
      when the business is closed for annual
  holidays.




	13.6 	
      Extended hours 

	  	
       

	  	
      Deleted by mutual agreement. 

	  	
       

	13.7 	
      Signs on exterior of Leased Premises 

	  	
       

	(a) 	
      The Lessee may install a sign or signs on the exterior of
      the Leased Premises to appropriately advertise the Lessee’s business, so
      long as the sign or signs are in keeping with the standard of other signs
      in the area and are not offensive or likely to cause damage to the
      Lessor’s reputation. 

	  	
       

	(b) 	
      The Lessee is responsible for obtaining all necessary
      permits and approvals for any signs and ensuring that any signs comply
      with all relevant laws and regulations. 

	  	
       

	(c) 	
      Any signs or notices installed by the Lessee are to be
      maintained by the Lessee in good repair and condition throughout the term
      of this Lease. 

	  	
       

	(d) 	
      It is acknowledged by the Lessor and the Lessee that the
      Lessee has already installed a sign on the exterior of the Leased
      Premises. The Lessee will at its own cost and expense remove the sign upon
      termination or expiry of the Lease. 



20 





	13.8 	
      No alterations to Leased
Premises



The Lessee must not, without the Lessor’s prior written consent
which the Lessor may refuse, grant or grant subject to conditions at its sole
discretion:

	(a) 	
      make or permit to be made any alterations or additions in
      or to the Leased Premises;

	 	 
	(b) 	
      install, or make any additions or alterations to, any
      electrical, gas, water, plumbing and other services, fixtures, or
      appliances, or any other equipment or appliances for heating, cooling,
      ventilating or air conditioning the Leased Premises;

	 	 
	(c) 	
      mark, paint, damage, deface, drive nails or screws into,
      any walls, floors, ceilings, partitions, or any wood, stone or metal
      surface of the Leased Premises or the building, except in accordance with
      clause 13.9.



For clarity, where the Lessor reasonably considers an
alteration or addition to be significant, the Lessor may engage an architect,
engineer (or both) or similar experts to consider and monitor the Lessee’s
proposed alterations. The costs of such expert/s shall be borne by the
Lessee.

	13.9 	
      Minor alterations to Leased
  Premises



The Lessee is permitted to drive screws or nails into the walls
or floors of the Leased Premises, without the Lessor’s consent, but only in
order to affix, using as few nails and screws as are reasonably necessary,
decoration, paintings, carpets, and equipment used by the Lessee in its
business.

	13.10 	
      Lessee’s obligation to comply with
    regulations



The Lessee must at its expense observe and comply with all laws
and requirements relating to:

	(a) 	
      the Lessee’s use and occupation of the Leased Premises
      for the use permitted in this Lease;

	 	 
	(b) 	
      the Leased Premises and facilities by reason of the
      number, the sex or disability of the Lessee’s employees and other persons
      working in or entering the Leased Premises;

	 	 
	(c) 	
      the fixtures, fittings, machinery, plant and equipment in
      the Leased Premises;

	 	 
	(d) 	
      occupational health, safety and environmental
    matters.




	13.11 	
      Compliance with notices



The Lessee must comply with the notices or requirements of the
relevant authorities regarding the matters in clause 13.10, whether given to the
Lessor or the Lessee.

	13.12 	
      Lessee’s prohibitions with reference to use of Leased
      Premises



The Lessee must not, during the term of this Lease:

	(a) 	
      allow the Leased Premises to be used for any illegal,
      immoral, noxious, dangerous or offensive purpose, activity or
      occupation.

	 	
       

	(b) 	
      use or permit any part of the Leased Premises to be used
      as sleeping quarters or for residence.

	 	
       

	(c) 	
      keep any animals in the Leased Premises.

	 	
       

	(d) 	
      hold or permit any auction in the Leased Premises, except
      in the normal course of the Lessee’s business.

	 	
       

	(e) 	
      use or permit the use of any sound producing equipment in
      the Leased Premises at a volume that may be heard outside the Leased
      Premises.

	 	
       

	(f) 	
      use the Leased Premises in a noisy or in any other manner
      which would cause damage, nuisance or disturbance to the Lessor, or to the
      owners or occupiers of adjoining properties.



21 





	(g) 	
      trade or display merchandise outside the Leased
      Premises.

	 	 
	(h) 	
      use the Leased Premises in an excessively noisy or
      noxious or offensive manner.

	 	 
	(i) 	
      use plant or machinery in the Leased Premises so as to
      constitute a nuisance or disturbance to the Lessor or to the owners or
      occupiers of adjoining properties, due to noise, vibration, odours or
      otherwise.




	13.13 	
      Mode of conducting Lessee’s
  business



The Lessee agrees, regarding the conduct of the business in the
Leased Premises, throughout the term of this Lease, to conduct the business in
an orderly, efficient and reputable manner.

	13.14 	
      Inflammable substances



The Lessee must not bring into, store or use in the Leased
Premises any inflammable, dangerous or explosive substances:

	(a) 	
      like acetylene, industrial alcohol, burning fluids and
      chemicals, including in heating or lighting the Leased Premises;

	 	 
	(b) 	
      unless the sale or use of such substances constitutes
      proper conduct of the Lessee’s business for the permitted use of the
      Leased Premises and the particular substances are stored and used only
      while taking all necessary safety precautions and in compliance with all
      fire and safety regulations relating to such
substances.




	13.15 	
      Cleaning and hygiene



The Lessee agrees to keep the Leased Premises clean and:

	(a) 	
      to have the floor and the interior of the Leased Premises
      cleaned;

	 	 
	(b) 	
      to have the surfaces of windows and the entrances to the
      Leased Premises cleaned;

	 	 
	(c) 	
      to have the fittings, equipment and furnishings cleaned
      as frequently as required to maintain them in a clean condition;

	 	 
	(d) 	
      not allow the accumulation of useless property or rubbish
      in the Leased Premises.




	13.16 	
      Disposal of rubbish



The Lessee will place all rubbish accumulated in the Leased
Premises in suitable containers and ensure that all rubbish is removed on a
regular basis from the Leased Premises, with a regular basis meaning at least
once per week.

	13.17 	
      Use of toilets and
drainage



The Lessee will:

	(a) 	
      not use the toilets, sinks, drainage and plumbing in the
      Leased Premises or in the building for purposes other than those for which
      they were designed;

	 	 
	(b) 	
      not place in any of those facilities rubbish, chemicals,
      contaminated and other substances, which they are not designed to receive
      or which would infringe health or environmental regulations;

	 	 
	(c) 	
      repair any damage caused to any of those facilities by a
      breach of subclause (a) or (b) of this clause.




	13.18 	
      Pest control



The Lessee must take reasonable precautions to keep the Leased
Premises free of cockroaches, insects, rodents and other vermin or pests
including birds and, if necessary, will employ and pay the fees of professional
pest controllers.

22 





	13.19 	
      Infectious illness



If an infectious illness or disease occurs in the Leased
Premises or to some person using the Leased Premises, the Lessee must
promptly:

	(a) 	
      notify the relevant authorities that are required to be
      advised by law of that occurrence;

	 	 
	(b) 	
      provide a copy of the notification to and inform the
      Lessor;

	 	 
	(c) 	
      at the Lessee’s expense fumigate and disinfect the Leased
      Premises, as required by the relevant authorities, and comply with their
      other requirements in respect of the Leased Premises.

	 	 
	13.20 	
      Overloading electrical
supply



The Lessee will not install any electrical equipment that will
overload the cables, switchboards and other equipment that supplies electricity
to the Leased Premises.

	13.21 	
      Lessee’s liability for electrical
    overloading



If any installations by the Lessee result in overloading that
equipment, the Lessee is liable:

	(a) 	
      for the costs of repairing any damage;

	 	 
	(b) 	
      for ensuring that the Lessor’s equipment is repaired and
      restored to working order;

	 	 
	(c) 	
      if necessary, to disconnect the Lessee’s installations or
      alter or upgrade the electrical supply system at the Lessee’s cost, in
      order that it will suffice for the additional load imposed by the Lessee’s
      installations.




	13.22 	
      Securing Leased Premises



The Lessee must:

	(a) 	
      take reasonable action to secure the Leased Premises
      against unauthorised entry while the premises are unoccupied;

	 	 
	(b) 	
      securely lock and fasten external doors and windows in
      the Leased Premises while the premises are
unoccupied.




	13.23 	
      Lessee’s obligations regarding
  alarm



The Lessee must:

	(a) 	
      service, maintain and repair, when required, any intruder
      alarm installed in the Leased Premises by the Lessee;

	 	
       

	(b) 	
      ensure that any intruder alarm installed by the Lessee is
      not incompatible with, or does not adversely affect the performance of,
      any intruder alarm installed by the Lessor;

	 	
       

	(c) 	
      allow reasonable access to the Leased Premises to persons
      nominated by the Lessor, for the purpose of testing, servicing,
      maintaining and repairing any intruder alarm to the Leased Premises
      installed by the Lessor.




	13.24 	
      Lessor to provide keys



At the commencement of this Lease the Lessor will provide to
the Lessee at the Lessor’s cost one set of keys for entry into the Leased
Premises.

	13.25 	
      Lessee’s obligation regarding
  keys



The Lessee must:

	(a) 	
      provide keys only to the Lessee’s
  employees;



23 





	(b) 	
      keep a permanent record of who is provided with keys,
      including their issue and return, and allow the Lessor to inspect that
      record on reasonable notice;

	 	 
	(c) 	
      notify the Lessor promptly if any keys are reported to
      the Lessee to have been lost, destroyed or stolen;

	 	 
	(d) 	
      pay the Lessor for the cost of supplying any replacement
      or additional keys;

	 	 
	(e) 	
      return to the Lessor all keys on termination of the
      Lessee’s tenancy of the Leased Premises.




	14. 	
      REPAIRS AND
MAINTENANCE




	14.1 	
      Lessee’s general repair
  obligations



The Lessee must keep the Leased Premises, the Services in and
to the Leased Premises and the Lessor’s Fixtures and chattels situated in the
Leased Premises in good repair and working condition throughout the term of this
Lease and any extension or renewal of the term of this Lease and will on expiry
or termination of this Lease yield up the Leased Premises to the Lessor in the
state of repair and condition as is specified in this clause.

	14.2 	
      Lessee’s specific repair
  obligations




	(a) 	
      The Lessee must:




	 	(i) 	
      take reasonable action to prevent the entry of water into
      the Leased Premises and to keep the Leased Premises watertight and
      weatherproof;

	 	 	 
	 	(ii) 	
      keep and maintain Services to the Leased Premises in good
      working condition and repair;

	 	 	 
	 	(iii) 	
      deleted by mutual agreement;

	 	 	 
	 	(iv) 	
      comply with the requirements of statutory and local
      government authorities relating to the Leased Premises that are imposed on
      the Lessor as owner of the Leased Premises.




	(b) 	
      The Lessee will maintain the Leased Premises in a
      standard of repair having regard to its standard, quality, nature,
      character, situation and age, in keeping with comparable commercial
      buildings of similar nature and quality.

	 	 
	(c) 	
      The Lessee is responsible, in respect of the Leased
      Premises, for:




	 	(i) 	
      structural repair necessitated by the actions of the
      Lessee;

	 	 	 
	 	(ii) 	
      latent defects caused by the actions of the
  Lessee.




	14.3 	
      Lessee’s additional specific repair
    obligations



In addition to the Lessee’s obligations under clauses 14.1 and
14.2, the Lessee will throughout the term of this Lease carry out the following
repair and maintenance:

	(a) 	
      promptly repair or replace all broken, cracked or damaged
      glass in the Leased Premises, with glass of the same or similar gauge and
      quality, unless the damage was caused by the Lessor or the Lessor’s trades
      persons or results from latent defects in the structure of the Leased
      Premises;

	 	
       

	(b) 	
      promptly repair or replace all damaged, broken or faulty
      light globes, fluorescent lights, power points, light switches, heating
      (excluding repair and replacement of units), lighting and electrical
      appliances, services and wiring in the Leased Premises;

	 	
       

	(c) 	
      promptly repair and keep in proper working order and free
      from blockage plumbing fittings, drains, water pipes, sewerage pipes,
      toilets and sinks, to the extent to which they are situated in or under
      the Leased Premises and provide Services to the Leased Premises;

	 	
       

	(d) 	
      maintain and repair all door and window locks and
      fittings in the Leased Premises;



24 





	(e) 	
      repair any damage or breakage to the Leased Premises, to
      the Lessor’s Fixtures and property in the Leased Premises, and to Services
      in the Leased Premises, caused by lack of care or misuse by the Lessee or
      by its employees or agents.

	 	 
	(f) 	
      Without limiting clause 14.1, the Lessee must at its
      expense return the Lessor’s Fixtures specified of the Reference Schedule
      to the Lessor in the Condition they were in at the Commencement Date
      having allowed for reasonable wear and tear. If necessary, the Lessee must
      have these fixtures serviced and repaired.




	14.4 	
      Lessee carrying out
repairs



When carrying out any repairs in accordance with this clause,
the Lessee will ensure that:

	(a) 	
      appropriately licensed and qualified trades’ persons
      carry out the work;

	 	 
	(b) 	
      the work is carried out promptly;

	 	 
	(c) 	
      the work is completed in high-class workmanship and with
      good quality materials;

	 	 
	(d) 	
      fittings and materials of similar style and quality are
      used to the items being repaired or replaced;

	 	 
	(e) 	
      the required consent or approval or any statutory
      authority is obtained to carry out the work and the conditions of approval
      are observed;

	 	 
	(f) 	
      the work is carried out without creating undue noise,
      nuisance or interference with the use and enjoyment of nearby
      properties.




	14.5 	
      Lessor’s right of
inspection



The Lessor, or persons authorised by the Lessor, may enter the
Leased Premises:

	(a) 	
      to inspect the condition and state of repair of the
      Leased Premises and Services;

	 	 
	(b) 	
      to ascertain that the Lessee complies with the Lessee’s
      obligations under this Lease.




	14.6 	
      Lessor’s obligation to give prior
  notice



The Lessor will exercise its entitlement under clause 14.5:

	(a) 	
      at reasonable times during business hours on a Business
      Day;

	 	 
	(b) 	
      after giving not less than seven (7) days prior written
      notice to the Lessee of the intended time of the inspection, except in an
      emergency when the Lessor has an additional right to enter the Leased
      Premises and prior notice is not required before entry and generally in a
      manner so as to cause a minimum of disruption to the Lessee’s business as
      is practical in the circumstances.




	14.7 	
      Lessor’s right to repair Leased
  Premises



Lessor’s right of entry 

	(a) 	
      The Lessor and persons authorised by the Lessor,
      including consultants and contractors, may enter the Leased Premises,
      together with tools, equipment and materials, and remain on the Leased
      Premises, at and for such reasonable times as is necessary for the purpose
      of carrying out repairs and other work, in accordance with this
    clause.



Notice before entry 

	(b) 	
      Before entering the Leased Premises the Lessor is to give
      to the Lessee not less than seven (7) days prior notice of the intended
      date and time of entry, its purpose and the likely duration of the
      intended work, except in an emergency, when prior notice before entry is
      not required.



Nature of repairs 

	(c) 	
      The Lessor may carry out repairs, including maintenance,
      installations, alterations, replacement or renewal, in respect of the
      building, the Leased Premises and Services to or situated in the Leased
      Premises, in order:



25 





	 	(i) 	
      to undertake work which the Lessor is required or desires
      to carry out in accordance with this Lease;

	 	 	 
	 	(ii) 	
      to comply with the requirements of any
  authority;

	 	 	 
	 	(iii) 	
      to undertake work which the
Lessee:




	 	(A) 	
      failed to carry out, in breach of its obligations under
      this Lease, or following notice from the Lessor;

	 	 	 
	 	(B) 	
      failed to complete in a workmanlike
  manner;




	 	(iv) 	
      to remove unauthorised work, alterations or signs,
      undertaken or installed by the Lessee in breach of its obligations under
      this Lease;

	 	 	 
	 	(v) 	
      to restore or rebuild the Leased Premises following
      damage or destruction.




	14.8 	Lessee to Redecorate 
	 	 
	(a) 	Definitions: 
	 	 
	  	The term “redecorate” includes:




	 	(i) 	
      deleted by mutual agreement;

	 	 	 
	 	(ii) 	
      replacement of carpets with new carpets. This requirement
      is only necessary if there has been a significant deterioration in the
      condition of the carpets since the commencement of the Lease;
and

	 	 	 
	 	(iii) 	
      treatment as previously treated of all external and
      internal surfaces of the building as to a specification previously
      approved by the Lessor.




	(b) 	
      The Lessee will redecorate the building to reasonable
      standards determined by the Lessor prior to the Lessee vacating the Leased
      Premises or prior to the expiration of each period of ten (10) years
      calculated from the Commencement Date, whichever event occurs
  first.

	 	 
	(c) 	
      Lessor’s Approval Required




	 	(i) 	
      The Lessee must obtain the Lessor’s approval prior to
      carrying out any redecoration.

	 	 	 
	 	(ii) 	
      The Lessor may specify the type and colour of paint,
      material and treatment to be used in connection with the
    redecoration.




	(d) 	
      Failure to Redecorate




	 	(i) 	
      If the Lessee fails to redecorate the building prior to
      vacating them, the Lessor may redecorate the building at the Lessee’s
      expense.

	 	 	 
	 	(ii) 	
      The Lessor will be entitled to recover from the
      Lessee:




	 	(A) 	
      the reasonable Cost of redecoration; and

	 	 	 
	 	(B) 	
      if the Lessor redecorates the building as soon as
      practicable after the Lessee vacates, a sum equal to the Rent and any
      other money being paid by the Lessee at the time it vacated the Premises
      calculated from the date it vacated the Leased Premises to the date the
      Lessor completes the redecoration.




	 	(iii) 	
      The Lessee will pay interest in accordance with Item 14
      of the Reference Schedule on any money payable by the Lessee under this
      clause 14.8(d).




	(e) 	
      Disputes




	 	(i) 	
      Any disagreement between the Lessor and the Lessee
      concerning the standard to which the building are to be redecorated will
      be referred to an independent architect nominated by the president of the
      Royal Australian Institute of Architects (Western Australian Division) at
      the request of either party.



26 





	 	(ii) 	
      The nominated architect will determine the disagreement
      as an expert and not as an arbitrator and his decision will be final and
      binding on the Lessor and the Lessee.

	 	 	 
	 	(iii) 	
      The costs of the nominated architect will be paid equally
      by the Lessor and the Lessee.




	(f) 	
      New Condition




	 	(i) 	
      If the Lessee is required to redecorate the building,
      remove any partitions not existing as at the commencement of the Lease,
      fittings or fixtures, replace or repair any carpet or do any other work,
      the Lessee will, at its expense, restore the Leased Premises to a new
      condition regardless of their condition at the commencement of the
      Lessee’s occupation.

	 	 	 
	 	(ii) 	
      For the purpose of clause 14.8(f), “new condition” means
      replacing with new parts any parts of the Leased Premises which have been
      lost, are missing or, in the Lessor’s reasonable opinion, have been
      damaged and need to be replaced.




	15. 	
      INSURANCE




	15.1 	
      Lessor’s insurances



Lessor’s obligation to insure 

	(a) 	
      The Lessor is to effect and maintain throughout the term
      of this Lease a comprehensive insurance
policy:




	 	(i) 	
      for the full insurable and replacement value of the
      Leased Premises and the Lessor’s plant, equipment and property in the
      Leased Premises;

	 	 	 
	 	(ii) 	
      including for the costs of demolition, site clearance,
      removal of debris, professional and other costs of planning and other
      approvals and for reinstating or replacing the Leased Premises and
      Services;

	 	 	 
	 	(iii) 	
      against loss or damage to the Leased Premises by fire,
      storm, tempest, earthquake, lightning, explosion, and other risks usually
      covered under a comprehensive insurance policy for fire and related
      risks.



Replacement of property 

	(b) 	
      In the event of loss or damage to the Lessor’s property
      covered by the insurance under clause 15.1(a) the Lessor will promptly
      replace, repair or reinstate the damaged or destroyed property and utilise
      the insurance proceeds.

	 	 
	(c) 	
      The Lessor is not required to repair, replace or
      reinstate the Lessor’s property, when the following conditions are
      satisfied:




	 	(i) 	
      the Leased Premises has been seriously damaged and is
      required to be substantially rebuilt or replaced; and

	 	 	 
	 	(ii) 	
      the Lessor is unable:




	 	(A) 	
      to obtain planning or building consents to a
      reinstatement of a building of substantially similar size and lettable
      space;

	 	 	 
	 	(B) 	
      to obtain consents without the imposition of conditions
      which would render compliance by the Lessor unreasonable or not
      financially viable as a property investment;

	 	 	 
	 	(C) 	
      to reinstate the Leased Premises due to circumstances
      beyond the Lessor’s control.




	15.2 	
      Lessee’s insurances



The Lessee is to effect and maintain throughout the term of
this Lease the following insurances:

Public Risk 

	(a) 	
      a public risk insurance policy:



27 





	 	(i) 	
      in the form of a standard public risk policy or in the
      form commonly used by the Lessee’s insurer and by some other reputable
      insurers;




	 	(ii) 	
      (A)
	in the sum in $20,000,000 in respect of any single event or
    accident; 



	 	(B) 	
      or for such higher amount as the Lessor, acting
      reasonably and prudently, may require, during any year of the term of this
      Lease or any term of extension or renewal after the first year of the Term
      of this Lease;

	 	 	 
	 	(C) 	
      relating to the Lessee’s liability for death, personal
      injuries and property damage arising from the Lessee’s occupancy of the
      Leased Premises, whilst entering, leaving, using and being in the Leased
      Premises, in circumstances in which the Lessee may incur liability for the
      injury, loss or damage;

	 	 	 
	 	(D) 	
      and extended to include claims, risks and events covered
      under indemnities provided by the Lessee to the Lessor under this
      Lease.



Plate glass 

	(b) 	
      for the full replacement value, through breakage or
      damage from any cause:




	 	(i) 	
      of all plate and other glass in windows, doors, shop
      front, display cases and other fixed glass in the Leased
  Premises;

	 	 	 
	 	(ii) 	
      of any doors, windows or other frames containing the
      glass;



within or forming part of the Leased
Premises.

Lessee’s property 

	(c) 	
      a comprehensive insurance
policy:




	 	(i) 	
      for the full insurable and replacement value of the
      Lessee’s fixtures, fittings, plant, equipment and stock in trade in the
      Leased Premises;

	 	 	 
	 	(ii) 	
      against loss or damage by fire, storm, tempest,
      earthquake, lightning, explosion, burglary and other risks usually covered
      under a comprehensive insurance policy for fire and related
  risks.



Workers’ compensation 

	(d) 	
      a workers’ compensation insurance policy, providing the
      necessary prescribed cover in respect of the Lessee’s employees for
      workers’ compensation, as required by law.




	15.3 	
      Insurer and conditions 

	  	
       

	(a) 	
      the Lessee’s insurances are to be effected with one or
      more insurance companies that are respectable, reputable and financially
      sound. 



Joint insurances 

	(b) 	
      the Lessee’s insurances relating to public risk, plate
      glass and the Lessee’s property (in order to cover
  fixtures):




	 	(i) 	
      is to be in the joint names of the Lessor and the Lessee;
      or

	 	 	 
	 	(ii) 	
      are to expressly cover the Lessor and Lessee’s
      interests;



and if requested by the Lessor (at any
time), is to include the interest of any mortgagee over the Leased Premises.

	(c) 	
      Payment of premium




	 	
      (i) 
	
      the Lessee is to pay punctually when due the insurance
      premiums and other moneys payable to effect and maintain the insurances
      required under this clause.

	 	
       
	
       

	 	
      (ii) 
	
      if the Lessee fails to pay an insurance premium when due,
      the Lessor may make that payment, which will become due and payable by the
      Lessee to the Lessor, together with interest, within seven (7) days after
      service of written notice by the Lessor on the Lessee requiring
      payment.



28 





	(d) 	
      Replacement of property




	 	
      (i) 
	
      in the event of loss or damage to the Lessor’s or
      Lessee’s property which is covered by insurance effected by the Lessee,
      the Lessee with promptly replace, repair or reinstate the damaged or
      destroyed property, utilising the proceeds from the insurance.

	 	
       
	
       

	 	
      (ii) 
	
      the Lessee will pay any additional costs of replacement,
      repair or reinstatement not covered by the proceeds from the insurance,
      unless the Leased Premises is seriously damaged or destroyed and is not
      repaired or reinstated by the Lessor or this Lease is terminated as a
      consequence of the damage or destruction.

	 	
       
	
       

	 	
      (iii) 
	
      in the events under subclause (d)(ii), the proceeds from
      any insurance effected by the Lessee in respect of damage or loss to the
      Lessor’s property is to be remitted to the Lessor as compensation for its
      loss.



Proof of insurances 

	(e) 	
      The Lessee shall provide to the Lessor promptly and
      without demand:




	 	
      (i) 
	
      copies of its policies of insurance including the
      application, policy and schedule

	 	
       
	
       

	 	
      (ii) 
	
      copies of its Certificates of Insurance showing the
      insurance as current; and;

	 	
       
	
       

	 	
      (iii) 
	
      a copy of the last receipt for the payment of the Premium
      as proof of currency of those insurance.




	16. 	
      LESSOR’S COVENANTS, OBLIGATIONS AND
  RESERVATIONS




	16.1 	
      Lessor’s covenant for quiet
  enjoyment



The Lessor covenants with the Lessee that while the Lessee
complies with the financial and other obligations under this Lease, the Lessee
may occupy and have the use and enjoyment of the Leased Premises for the term of
this Lease without interruption or disturbance from the Lessor and other persons
lawfully claiming through or under the Lessor.

	16.2 	
      Lessor’s entitlement to alter Leased
    Premises



Work in Leased Premises 

	(a) 	
      The Lessor may carry out any building work in the Leased
      Premises, but without that work altering or interfering unduly with the
      Leased Premises.



Extent of building work 

	(b) 	
      The Lessor is entitled to:




	 	
      (i) 
	
      repair, renovate or refurbish the Leased
  Premises;

	 	
       
	
       

	 	
      (ii) 
	
      alter the grounds and gardens of the Leased Premises,
      including their size, nature and arrangement;

	 	
       
	
       

	 	
      (iii) 
	
      extend or alter the Leased Premises;

	 	
       
	
       

	 	
      (iv) 
	
      add to and alter the car parking facilities, alter their
      location and the direction and access to those facilities;

	 	
       
	
       

	 	
      (v) 
	
      alter the access to the Leased Premises, including for
      pedestrians or for vehicles.




	16.3 	
      Additions to building and New Buildings 

	  	
       

	(a) 	
      The Lessor reserves the right to renovate, re-model,
      extend, add to, alter and/or build additional storeys on the building of
      which the Leased Premises are part and no such additions or additional
      storeys shall form part of the Leased Premises PROVIDED however that the
      Lessor shall give three (3) months’ notice in writing to the Lessee of any
      proposed works and shall ensure that any such works are carried out in
      such manner as to cause a minimum of inconvenience to the Lessee.
  



29 





	(b) 	
      The Lessor also reserves the right to construct other
      buildings or improvements on the Common Areas (if any) including multideck
      parking facilities and in so doing the Lessor shall endeavour to leave
      adequate space in the Common Areas for the purpose for which the Common
      Areas are designed without any obligation however to do so.

	 	 
	(c) 	
      The Lessor also reserves the right to add to, alter and
      do such buildings and works as may be required in order to strata title
      the property of which the Leased Premises forms a part (the “Property”)
      inclusive of but not limited to the extending of walls from the ceiling
      height to and/or through the roofed area, the inclusion of any additional
      toilets or other facilities and generally to meet any proper requirements
      of the Local Authority, Planning Commission and other such parties whose
      permission may be required to strata title the Property to the intent that
      the various shops therein shall each become a strata title lot on a strata
      plan PROVIDED however that the Lessor shall give three (3) months’ notice
      in writing to the Lessee of any proposed works and shall ensure that any
      such works are carried out in such manner as to cause a minimum of
      inconvenience to the Lessee.

	 	 
	(d) 	
      The Lessee acknowledges that the terms of this Lease have
      been negotiated and the Lessee has entered into this Lease with full
      knowledge that the Lessor may during the Term carry out or is in the
      process of carrying out renovations and in particular such works as may be
      required to enable the Property to be strata titled and the Lessee hereby
      covenants and agrees that it will consent to and where necessary give such
      reasonable assistance as may be required to effect both such renovations
      and alterations for the purpose of strata titling and will sign such
      documents and do such things as may be required for application for and
      completion of a strata plan.




	16.4 	
      Lessor’s dealing with
title




	(a) 	
      The Lessor expressly reserves to itself the right to deal
      with the titles that the Leased Premises are contained within (“the
      titles”), whether that be for purpose of sale, amalgamation, subdivision,
      refinancing or whatever BUT so that no dealing with the title interferes
      with the Lessee’s rights under this Lease to continued occupation of the
      Leased Premises.

	 	 
	(b) 	
      The Lessee agrees that it will not object to any action
      by the Lessor in dealing with the titles pursuant to clause
  16.4(a).

	 	 
	(c) 	
      In the event that the Lessee has registered a lease, or a
      caveat over the titles, then the Lessee will at the Lessor’s request sign
      a withdrawal of caveat (or deregister that lease) to allow any dealing
      with the titles BUT the Lessor expressly agrees that the Landgate filing
      fee of any such withdrawal or deregistration will be the cost of the
      Lessor and that the Lessee may lodge a replacement caveat to ensure that
      the interest of the Lessee protected by the caveat is not materially
      diminished. The replacement registration of caveat or lease will be at the
      Lessee’s cost except that the Lessor shall reimburse the Lessee for the
      Landgate registration fee for the replacement caveat or
  lease.




	16.5 	
      Miscellaneous reservations



For sale and for lease signs 

	(a) 	
      The Lessor may install on the external walls of the
      Leased Premises for sale signs if the Leased Premises are offered for sale
      or for lease signs during the last four (4) months of a lease
  term.

	 	 
	(b) 	
      Right to inspect Leased Premises for sale or
    reletting




	 	(i) 	
      the Lessor, its employees, agents and persons authorised
      by the Lessor, may, upon giving reasonable notice prior to entry, enter
      and remain on the Leased Premises, for reasonably short periods of time,
      for the purpose of inspecting the Leased Premises, with a prospective
      purchaser or mortgagee of the Leased Premises or with a prospective lessee
      of the Leased Premises.

	 	 	 
	 	(ii) 	
      the right to enter and inspect the Leased Premises shall
      be exercised:




	 	(A) 	
      during the last four (4) months of the lease term, with
      prospective lessees;

	 	 	 
	 	(B) 	
      during four (4) hours in any week, to be nominated by the
      Lessor, with prospective purchasers or mortgagees of the Leased
      Premises.



30 




Passage of Services 

	(c) 	
      The Lessor reserves the right to maintain Services to the
      Leased Premises, by having those Services pass through or under the Leased
      Premises, and to have access to those Services for the purpose of
      maintenance, repair or replacement, or to provide additional Services
      through or under the Leased Premises.




	17. 	
      DEFAULT AND
TERMINATION




	17.1 	
      Lessee’s obligation to yield up Leased
    Premises



The Lessee agrees, immediately on the expiry or legally
effective termination of this Lease, to yield up possession and control over the
Leased Premises to the Lessor, in the condition and state of repair as required
under this Lease.

	17.2 	
      Essential terms of Lease



It is agreed that the following obligations by the Lessee are
essential terms of this Lease:

	(a) 	
      the covenant to pay rent throughout the Lease term at the
      due date for the payment of each monthly instalment of rent (clause
    4);

	 	 
	(b) 	
      the covenant to pay outgoings throughout the Lease term
      at the due date for the payment of outgoings (clause 4.2);

	 	 
	(c) 	
      the covenants dealing with guarantee and security (clause
      10);

	 	 
	(d) 	
      the covenants dealing with assignment and subletting
      (clause 12);

	 	 
	(e) 	
      the covenants dealing with the use of the Leased Premises
      (clause 13);

	 	 
	(f) 	
      the covenants dealing with repairs and maintenance
      (clause 14);

	 	 
	(g) 	
      the covenants dealing with insurance (clause
  15)




	17.3 	
      Lessor’s entitlements after Lessee vacates during
      lease term




	(a) 	
      If the Lessee vacates or abandons the Leased Premises
      during the lease term in breach of the Lessee’s obligations under this
      Lease, the Lessor may:




	 	
      (i) 
	
      accept the keys to the Leased Premises from the
      Lessee;

	 	
       
	
       

	 	
      (ii) 
	
      renovate, restore and clean the Leased
Premises;

	 	
       
	
       

	 	
      (iii) 
	
      change the locks and secure the Leased
Premises;

	 	
       
	
       

	 	
      (iv) 
	
      permit prospective Lessees to inspect the Leased
      Premises.




	(b) 	
      If the Lessor takes any action in subclause (a) of this
      clause the parties agree that the Lessor’s conduct shall not
      constitute:




	 	(i) 	
      a re-entry or termination of this Lease;

	 	 	 
	 	(ii) 	
      the acceptance of a surrender of this
  Lease.




	17.4 	
      Power of attorney by Lessee to
  Lessor



Appointment 

	(a) 	
      The Lessee appoints the Lessor (and its successors and
      assigns, being the owner of the property for the time being) the Lessee’s
      attorney with the powers contained in this clause.



31 




Irrevocable power 

	(b) 	
      This power of attorney is:




	 	(i) 	
      irrevocable by the Lessee,

	 	 	 
	 	(ii) 	
      granted by the Lessee for valuable consideration (the
      grant of this Lease by the Lessor), to secure the performance of the
      Lessee’s obligations and the Lessor’s proprietary interest over the Leased
      Premises.



Extent of power 

	(c) 	
      The Lessor as the Lessee’s attorney and in the name and
      on behalf of the Lessee may:




	 	
      (i) 
	
      remove from the Leased Premises, store and sell, any
      plant, equipment, chattels and other property left on the Leased Premises
      by the Lessee, after the Lessee has vacated the premises and this Lease is
      terminated or has expired;

	 	
       
	
       

	 	
      (ii) 
	
      surrender this Lease, after:




	 	
      (A) 
	
      the Lessor has become entitled to terminate this Lease;
      and

	 	
       
	
       

	 	
      (B) 
	
      the Lessee vacates or abandons the Leased Premises;
    or

	 	
       
	
       

	 	
      (C) 
	
      the Lessor terminates this Lease by serving notice of
      termination;




	 	(iii) 	
      withdraw any caveat lodged by the Lessee in respect of
      this Lease, after the Lessor effectively terminates this
  Lease.




	(d) 	
      The Lessor may:




	 	(i) 	
      act as attorney under this clause during the continuance
      of this Lease and during the period of three (3) months after the
      termination of this Lease;

	 	 	 
	 	(ii) 	
      register this Lease (or lease provision) as a power of
      attorney, at any time including after the termination of this Lease, if
      that is required for the exercise of any power;

	 	 	 
	 	(iii) 	
      ratify and confirm any power when exercised under this
      clause, as attorney and agent for the Lessee.




	17.5 	Termination of Lease for default 
	 	 
	(a) 	Each of the following constitutes default by
      the Lessee under this Lease: 



	 	
      (i) 
	
      the failure to pay to the Lessor rent or comply with any
      other financial obligation under this Lease, including the payment of
      outgoings, for a period in excess of fourteen (14) days after the due date
      for payment, whether a formal demand for payment has or has not been
      made;

	 	
       
	
       

	 	
      (ii) 
	
      the failure to comply with an essential term of this
      Lease;

	 	
       
	
       

	 	
      (iii) 
	
      any serious, persistent and continuing breach by the
      Lessee of its covenants and obligations under this Lease;

	 	
       
	
       

	 	
      (iv) 
	
      the Lessee abandons, vacates or otherwise surrenders the
      Leased Premises or assigns, sublets or otherwise ceases to be in
      possession or control of the Leased Premises without the prior written
      consent of the Lessor; or,

	 	
       
	
       

	 	
      (v) 
	
      an Insolvency Event occurs in respect of the Lessee or
      the Guarantor.



Termination after default 

	(b) 	
      The Lessor may terminate this Lease, after default by the
      Lessee in accordance with clause 17.5 and continuance of the default,
      after the Lessor shall have served a legally effective notice of breach of
      covenant (if required) by:




	 	(i) 	
      re-entering and taking possession of the Leased Premises,
      using reasonable force to secure possession;



32 





	 	(ii) 	
      serving on the Lessee written notice terminating this
      Lease;

	 	 	 
	 	(iii) 	
      instituting proceedings for the possession against the
      Lessee;

	 	 	 
	 	(iv) 	
      taking the actions in both (i) and (ii) or in (ii) and
      (iii).




	17.6 	Lessor’s entitlement to damages 
	 	 
	(a) 	Damages for breach of for repudiation
  



	 	(i) 	
      in the event that the Lessee’s conduct (whether acts or
      omissions) constitutes:




	 	(A) 	
      a repudiation of this Lease (or of the Lessee’s
      obligations under this Lease);

	 	 	 
	 	(B) 	
      a breach of any Lease covenants;

	 	 	 
	 	(C) 	
      a breach of an essential term of this
  Lease;



the Lessee covenants to compensate the
Lessor for the loss or damage suffered by the Lessor as a consequence of the
repudiation or breach, whether this Lease is or is not terminated for the
repudiation, breach or on any other ground.

	 	(ii) 	
      the Lessor’s entitlement to damages is in addition to any
      other remedy or entitlement, including termination of this
Lease.

	 	 	 
	 	(iii) 	
      the Lessor is entitled to recover damages against the
      Lessee in respect of the repudiation or breach of covenant or essential
      term for the loss suffered by the Lessor during the term of this Lease,
      including the periods before and after termination of this
Lease.

	 	 	 
	 	(iv) 	
      the Lessor’s entitlement to recover damages is not
      affected or limited by any of the following:




	 	(A) 	
      if the Lessee abandons or vacates the Leased
    Premises;

	 	 	 
	 	(B) 	
      if the Lessor elects to re-enter or to terminate the
      Lease;

	 	 	 
	 	(C) 	
      if the Lessor accepts the Lessee’s repudiation;

	 	 	 
	 	(D) 	
      if the parties’ conduct constitutes a surrender by
      operation of law.



Additional entitlements of Lessor 

	(b) 	
      The Lessor’s entitlement to damages is in addition
    to:




	 	(i) 	
      the entitlement to recover rent, rates, taxes, outgoings
      and operating expenses until the date of expiry or termination of this
      Lease;

	 	 	 
	 	(ii) 	
      interest on late payments in accordance with this
      Lease;

	 	 	 
	 	(iii) 	
      costs of any breach or default, including the costs of
      termination.




	17.7 	
      Reinstatement and Removal of Lessee’s
    property



On termination or expiry of this Lease (including a situation
where the Lessee abandons or vacates the Leased Premises) the reinstatement and
removal provisions in this clause 17 shall apply:

	17.8 	
      Lessee’s obligation to remove property 

	  	
       

	(a) 	
      The Lessee is to remove all its property, including
      furniture, plant, equipment and stock in trade, from the Leased Premises,
      before the expiry or termination of this Lease or, if it is terminated by
      the Lessor, within fourteen (14) days after this Lease is terminated.
    

	  	
       

	(b) 	
      The Lessee will also remove: 




	 	(i) 	
      any alterations, additions, fixtures, partitions and
      fittings made or installed by the Lessee in the Leased Premises during
      this Lease;

	 	 	 
	 	(ii) 	
      all signs and notices erected or affixed by the Lessee to
      the Leased Premises;



33 





	 	(iii) 	
      all nails and screws inserted by the Lessee into any part
      of the Leased Premises;




	(c) 	
      The provisions of this clause 17.8 do not apply to any
      alterations, additions, fixtures, partitions, fittings, signs, notices,
      nails or screws, that the Lessor has advised the Lessee in writing are not
      required to be removed or reinstated.




	17.9 	
      The Lessee will
reinstate:




	(a) 	
      the Leased Premises to their condition before any
      alterations, additions, installations and partitions were made or
      installed by the Lessee; and

	 	 
	(b) 	
      make good, in a proper and workmanlike manner, any damage
      caused to the Leased Premises by the installations and their
    removal.




	17.10 	
      Lessee’s failure to remove
  property



The Lessee will comply with the obligations under clause 17 (to
remove the Lessee’s property and to clean, repair or restore the Leased
Premises)

	(a) 	
      before the expiry or termination of this Lease;

	 	 
	(b) 	
      if this Lease is terminated suddenly or unexpectedly, by
      forfeiture, destruction or other event, within fourteen (14) days after
      the termination of this Lease.




	17.11 	
      Lessee’s failure to remove
  property



If the Lessee fails to comply with the obligations under
clauses 17.7 to 17.10 within the specified time frames, the Lessor may:

	(a) 	
      cause the removal, reinstatement and repairs to be
      carried out, but being exempted from any liability to the Lessee for loss
      or damage to any of its property except through the gross negligence of
      the Lessor, its employees or agents;

	 	 
	(b) 	
      have that property removed from the Leased Premises and
      stored, using reasonable care in removing and storing the
  property,

	 	 
	(c) 	
      sell or otherwise dispose of all or any of the Lessee’s
      property, with or without removing them from the Leased Premises, in the
      name of and as agent for the Lessee.



AND

	(d) 	
      In respect of all or any of the Lessee’s property that
      the Lessee has failed to remove from the Leased Premises, the Lessee is
      deemed to have abandoned the property and title to it and the Lessor at
      its option acquired title to that property through abandonment.

	 	 
	(e) 	
      The Lessor is not obliged to account to the Lessee for
      the value of any property whose title vests in the Lessor by
      abandonment.

	 	 
	(f) 	
      if the Lessor incurs further loss in reletting the Leased
      Premises by reason of the Lessee’s failure, the Lessor may recover from
      the Lessee the loss of rent and operating expenses which would have been
      received from a prospective Lessee.




	17.12 	
      Lessee’s responsibility for damages and
    costs




	(a) 	
      The Lessee is not to cause any damage to the Leased
      Premises while removing its property, is to leave the Leased Premises
      clean and tidy after the removal and is to be liable for the cost of
      repair of the damage caused by or during the removal.

	 	 
	(b) 	
      The Lessee is responsible for and indemnifies the Lessor
      in respect of:




	 	(i) 	
      any loss or damage caused by the Lessee, its employees or
      agents during the removal of the Lessee’s property from the Leased
      Premises;

	 	 	 
	 	(ii) 	
      the costs of removal, storage and sale of any of the
      Lessee’s property.



34 





	18. 	
      REDEVELOPMENT




	18.1 	
      Right to redevelop



If at any time the Lessor wishes to renovate, demolish, alter,
or extend all or any of the Building or the Land (referred to hereafter as a
"Redevelopment") and:

	(a) 	
      requires the whole or any part of the Leased Premises for
      the purposes of the Redevelopment; or

	 	 
	(b) 	
      the Lessor considers that the Redevelopment would be
      likely to render the Leased Premises unsafe or substantially inaccessible,
      whether temporarily or permanently;



then the Lessor may terminate this Lease and the term and any
extension or renewal thereof on the further terms of this clause 18.

	18.2 	
      Termination of Lease




	(a) 	
      Subject to the remaining provisions of this clause 18, if
      the conditions in either clause 18.1(a) or 18.1(b) is satisfied, Lessor is
      entitled to terminate this Lease by notice in writing to the Lessee (the
      “Termination Notice”).

	 	 
	(b) 	
      This Lease will terminate upon the expiry of six (6)
      months after the service of the Termination Notice on the Lessee, or such
      longer period as is set out in the Termination Notice. The date of the
      expiry of the Termination Notice shall be in this clause 18, referred to
      as “the Expiry Date”.

	 	 
	(c) 	
      On the Expiry Date, the Lessee will deliver up vacant
      possession of the Leased Premises to the Lessor and this Lease will be
      deemed surrendered, so that the leasehold estate of the Lessee merges with
      the freehold estate of the Lessor.

	 	 
	(d) 	
      The termination and deemed surrender of this Lease does
      not release the Lessee or Lessor from any antecedent liability to each
      other for a breach of this Lease.




	18.3 	
      Offer of New Premises




	(a) 	
      As soon as is reasonably practicable after the service of
      the Termination Notice, the Lessor must serve on the Lessee an offer to
      (“the Offer”) lease for alternate premises (“the Alternate Premises”) in
      the redeveloped Building, which must contain the
  following:




	 	(i) 	
      premises of substantially the same size as the existing
      Leased Premises;

	 	 	 
	 	(ii) 	
      premises with substantially the same linear street
      frontage as the existing Leased Premises;

	 	 	 
	 	(iii) 	
      premises with substantially the same traffic flow and
      trade prospects as the existing Leased Premises;

	 	 	 
	 	(iv) 	
      premises with substantially the same facilities as the
      existing Leased Premises;

	 	 	 
	 	(v) 	
      premises with substantially the same parking facilities
      as the existing Leased Premises;

	 	 	 
	 	(vi) 	
      rent at substantially the same rate per square metre as
      was being charged at the termination of this Lease;

	 	 	 
	 	(vii) 	
      a clause requiring the Lessor to pay the reasonable costs
      of the new lease (except stamp duty);

	 	 	 
	 	(viii) 	
      a clause requiring the new lease to be on reasonably
      equivalent terms to this Lease;

	 	 	 
	 	(ix) 	
      that the lease of the Alternate Premises will be for such
      period as the Lessor and the Lessee shall agree, but in any event shall
      not be shorter than the balance of the unexpired term of this Lease or any
      renewed term, with any unused options of renewal also included;
  and



35 




EXCEPT that in determining what the
phrase “substantially the same” means in this clause (other than in relation to
subclause (vi) above) a variation of plus or minus ten percent (+ or - 10%) is
to be allowed and the provision of services or facilities of a greater benefit
to the Lessee is also to be allowed.

	(b) 	
      Unless the Lessor complies with clause 18.3(a) any
      Termination Notice will be ineffective and the six (6) month time period
      will not run, until such time as the Lessor has complied with clause
      18.3(a).




	18.4 	
      Lease of Alternate
Premises



The lease of the Alternate Premises offered to the Lessee in
the Offer, shall:

	(a) 	
      commence on the later of:




	 	(i) 	
      the day following the Expiry Date; and

	 	 	 
	 	(ii) 	
      the day which is fourteen (14) days after the date on
      which the Alternative Premises are ready for the Lessee to commence its
      fitout.




	(b) 	
      contain substantially the same terms as this Lease and in
      particular shall reflect the matters set out in clause 18.3(a)
    above.



PROVIDED THAT if the Lessee wishes to take up the Offer of the
Alternate Premises, the Lessee must accept the Lessor's offer thereof within
twenty one (21) days of service of the Offer. If the Lessee fails to provide
such notice within the time allowed, the Lessee shall have been taken to have
declined the Offer and shall have no further rights as against the Lessor in
respect of the termination of the Lease under this clause 18 and shall execute
such deed of surrender of this Lease as the Lessor shall reasonably require,
within fourteen (14) days of their presentation to the Lessee by the Lessor.

	18.5 	
      Lessee's Acknowledgements



The Lessee hereby acknowledges that:

	(a) 	
      the Lessee may be required to vacate the Leased Premises
      before the Alternate Premises are available for occupation and the Lessor
      does not represent or warrant that there shall not be any interruption to
      the continuity of the operation of the Lessee's business; and the Lessee
      shall not be entitled to any compensation from the Lessor in respect of
      any matter arising out of any break in continuity;

	 	 
	(b) 	
      the Lessee shall be in all respects responsible for
      fitting out the Alternate Premises and shall not be entitled to any
      contribution to its costs from the Lessor;

	 	 
	(c) 	
      the Lessee will execute all documents necessary to give
      effect to the granting to the Lessee of a tenancy in the Alternate
      Premises, within fourteen (14) days of their presentation to the Lessee by
      the Lessor.




	19. 	
      DAMAGE OR DESTRUCTION AND RENT
  ABATEMENT




	19.1 	
      Definitions



In this clause 19:

	(a) 	
      “reinstatement notice” means a notice given by the Lessor
      to the Lessee of the Lessor’s intention to carry out the reinstatement
      works; and

	 	 
	(b) 	
      “reinstatement works” means the work necessary to
      reinstate the Building; or make the Leased Premises fit for occupation and
      use or accessible by the Lessee.




	19.2 	
      Abatement




	(a) 	
      If for a period exceeding twenty one (21) days the Leased
      Premises are damaged or destroyed so as to render any part of the Leased
      Premises wholly or substantially:




	 	(i) 	
      unfit for occupation and use by the Lessee;
  or



36 





	 	(ii) 	
      inaccessible having regard to the nature and location of
      the Leased Premises and the normal means of access to
  them;



then from the date that the Lessee
notifies the Lessor of the damage or destruction (“damage notice”) the Rent; any
other money payable by the Lessee; and, the covenant to repair and maintain,
will abate according to the nature and extent of the damage or destruction
sustained.

	(b) 	
      If clause 19.2(a) applies, the remedies
  for:




	 	(i) 	
      recovery of the Rent and any other money or a
      proportionate part falling due after the damage or destruction;
  or,

	 	 	 
	 	(ii) 	
      enforcement of the covenant to repair and
  maintain;



will be suspended (or partially
suspended as the circumstances require) from the date of the damage notice until
the Leased Premises are:

	 	(iii) 	
      restored;

	 	 	 
	 	(iv) 	
      made fit for the Lessee’s occupation and use;
or

	 	 	 
	 	(v) 	
      made accessible.




	19.3 	
      Lessor’s entitlement to terminate
  Lease




	(a) 	
      The Lessor may terminate this Lease when the Leased
      Premises are seriously damaged by fire, storm, tempest, earthquake,
      lightning, explosion, or other similar event, in any of the following
      circumstances:




	 	(i) 	
      when the Leased Premises are required to be demolished
      and wholly replaced;

	 	 	 
	 	(ii) 	
      when the serious damage or destruction extends to more
      than fifty per cent (50%) of the Leased Premises;

	 	 	 
	 	(iii) 	
      when the Lessor is not required to repair, replace or
      reinstate the Leased Premises under this Lease;

	 	 	 
	 	(iv) 	
      when the Leased Premises cannot be repaired or reinstated
      by the Lessor, acting reasonably and promptly, within six (6) months after
      the damage;

	 	 	 
	 	(v) 	
      when the Leased Premises are incapable of being used and
      occupied due to the damage; or

	 	 	 
	 	(vi) 	
      when the decision as to whether to restore, reinstate or
      rebuild is properly that of a strata company and the strata company elects
      not to do so or does not do so within the time frames allowed in this
      clause 19.




	(b) 	
      In any of the circumstances specified in sub clause (a)
      of this clause, the Lessor may give written notice at any time terminating
      this Lease on thirty (30) days’ notice.




	19.4 	
      Lessee’s entitlement to terminate
  Lease



Subject to clause 19.5, the Lessee may terminate this Lease
when the Leased Premises are seriously damaged by fire, storm, tempest,
earthquake, lightning, explosion, or other similar event, or the Leased Premises
are rendered incapable of being used and occupied as a consequence of serious
damage from such an event, in any of the following circumstances:

	 	(i) 	
      when the Lessor takes no action to repair or reinstate
      the Leased Premises for a consecutive period of three (3) months, at any
      time after the date of the damage.

	 	 	 
	 	(ii) 	
      when the Leased Premises will not be capable of being
      used and occupied for a period in excess of six (6) months from the date
      of the damage.



In any of the circumstances specified in clause 19.4, the
Lessee may give thirty (30) days written notice terminating this Lease.

37 





	19.5 	
      Exceptions



Clauses 19.2, 19.3 and 19.4 will not apply where an insurer
under any policy effected by the Lessor (or by the Lessee or a strata company in
place of the Lessor) refuses indemnity or reduces the sum payable under the
policy because of any act or default of the Lessee or the Lessee’s
Employees.

	19.6 	
      Antecedent Rights



No liability will attach to either party because of termination
of this Lease under this clause 19 but that termination will be without
prejudice to the rights of either party for an antecedent breach or
non-observance of any provision of this Lease.

	19.7 	
      Dispute




	(a) 	
      If the parties have any dispute regarding the Lessee’s
      entitlement to abatement, its period or amount, a loss assessor shall
      determine the dispute:




	 	
      (i) 
	
      who is a then a member of the Insurance Council of
      Australia Ltd and is experienced in assessing premises of the nature of
      the Leased Premises and is nominated by the President for the time being
      or senior officer of that Council on the application of either
    party;

	 	
       
	
       

	 	
      (ii) 
	
      acting as an expert;

	 	
       
	
       

	 	
      (iii) 
	
      who is entitled to accept written submissions and expert
      reports from either party;

	 	
       
	
       

	 	
      (iv) 
	
      whose costs shall be borne equally by the
  parties;

	 	
       
	
       

	 	
      (v) 
	
      whose decision is final and binding on the
  parties.




	(b) 	
      If the loss assessor nominated under subclause (a) fails
      to proceed or to determine the dispute, either party may seek the
      nomination of another loss assessor in accordance with subclause
    (a).




	19.8 	
      Lessor Not Obligated to
Reinstate



Nothing in this Lease obliges the Lessor to reinstate the
Building or the Leased Premises or the means of access to them.

	19.9 	
      Proceeds of Insurance



If the Leased Premises are damaged or destroyed and the Lease
is terminated under this clause 19, the Lessee will have no interest in the
insurance proceeds.

	20. 	
      ENVIRONMENTAL
CONTAMINATION




	20.1 	
      Definitions



For the purposes of this clause:

	(a) 	
      “Contaminant” means a solid, liquid, gas,
      radiation or substance which makes or may make the condition of the Leased
      Premises or groundwater beneath or part of the surrounding
    environment:




	 	(i) 	
      unsafe, unfit or harmful for habitation or occupation by
      persons or animals or the growth of plants;

	 	 	 
	 	(ii) 	
      such that it does not satisfy the contamination criteria
      or standards published or adopted by EPA from time to time; or

	 	 	 
	 	(iii) 	
      unfit for any use permitted under the planning scheme as
      amended from time to time,



and “Contamination” shall be
construed accordingly.

38 





	(b) 	
      “Environmental Laws” means all laws (including
      common law, Acts of Parliament, regulations, policies and by-laws and all
      licences, permits, notices and consents or approvals made pursuant to such
      laws) which regulate the environment including, but not limited to laws
      relating to planning, pollution, chemicals, waste and the use, handling,
      storage or transport of dangerous goods or substances or any other aspect
      of protection of the environment or person or property.

	 	 
	(c) 	
      “Environmental Loss” means any loss incurred by
      the Lessor as a result of or in connection with its occupation of the
      Leased Premises which relates to:




	 	(i) 	
      any Contaminant present at or emanating from the Leased
      Premises; or

	 	 	 
	 	(ii) 	
      any breach of any Environmental Laws; or

	 	 	 
	 	(iii) 	
      any requirement by the EPA or any other person who is
      entitled to take any action with respect to the Leased Premises which is
      enforceable under any Environmental Law; or

	 	 	 
	 	(iv) 	
      any breach of a warranty in this
clause.




	(d) 	
      “EPA” means the Environment Protection Authority
      or its successor or other organisation replacing it and includes any other
      statutory body authorised to enforce Environmental Laws.

	 	 
	(e) 	
      “Loss” means any loss, damage, cost, interest,
      expense, fee, penalty, fine, forfeiture, assessment, demand, action, suit,
      claim, proceeding, cause of action, liability or damages incurred by a
      person and includes:




	 	(i) 	
      the cost of any action taken by the person to protect
      itself against any such losses or to preserve any right it has;

	 	 	 
	 	(ii) 	
      any taxes or duties payable by the person; and

	 	 	 
	 	(iii) 	
      where applicable, legal costs on an indemnity basis or
      solicitor and own client basis, whichever is the
higher.




	(f) 	
      “Waste” means any discarded, rejected, unwanted or
      surplus matter resulting from the Lessee’s use of the Leased Premises and
      in particular from the grit blasting process, whether or not that matter
      is intended for use, recycling, reprocessing, recovery or purification by
      a third party.




	20.2 	
      Compliance with Legislation and
    Contamination



The Lessee covenants that it will comply with all Environmental
Laws and that it will not cause or contribute to Contamination of the Leased
Premises or any part of the surrounding environment.

	20.3 	
      Indemnity




	(a) 	
      Subject to clause 20.3(b), the Lessee must indemnify the
      Lessor against any Environmental Loss incurred by the Lessor as a result
      of or in connection with the Lessee’s occupation of the Leased
      Premises.

	 	 
	(b) 	
      The Lessee is not obliged to indemnify the Lessor under
      clause 20.3(a) to the extent that the Environmental Loss was caused by the
      Lessor. In resolving any dispute as to whether Environmental Loss was
      caused by the Lessor, the onus will be on the Lessee to prove on the
      balance of probabilities that the Environmental Loss was caused by the
      Lessor. In the absence of proof that the Lessor caused the Contamination,
      it will be presumed that the Contamination was caused by the
  Lessee.




	20.4 	
      Notification



The Lessee must notify the Lessor immediately of:

	(a) 	
      any accident, spillage or other events causing
      Contamination;

	 	 
	(b) 	
      any material breach of an Environmental Law on or in
      relation to the Leased Premises or this Lease;

	 	 
	(c) 	
      any material alteration of the Leased Premises by the
      Lessee in order to comply with or relating in any way to any Environmental
      Law;



39 





	(d) 	
      the Lessee becoming aware that the EPA, a Court or
      government agency has issued any notice, order or requirement under any
      Environmental Law relating to the Leased Premises;

	 	 
	(e) 	
      any action or proceeding which is issued or threatened
      against the Lessee by any third party as a result of or in connection with
      the Lessee’s occupation of the Leased Premises; or

	 	 
	(f) 	
      anything else which occurs that the Lessee may reasonably
      consider material in relation to the Contamination of the Leased
      Premises.




	20.5 	
      Enforcement of Rights Against Third
  Parties



The Lessee must do and concur in doing and permit to be done
all such acts and things as may be necessary or reasonably required by the
Lessor for the purpose of enforcing rights and remedies or obtaining relief or
indemnity from third parties who have caused or contributed to Contamination of
the Leased Premises during the Term, including but not limited to:

	(a) 	
      making an application for compensation pursuant to the
      legislation; and

	 	 
	(b) 	
      if appropriate, commencing or joining in or rendering
      reasonable assistance in respect of, an action against any third party who
      may have caused or contributed to such Contamination or may otherwise by
      wholly or partly responsible for such
Contamination.




	20.6 	
      Clean Up of Leased
Premises



At the expiration or earlier termination of this Lease, the
Lessee must leave the Leased Premises in a clean and evenly graded condition
which in the Lessor’s opinion will enable the Leased Premises to be used for
their existing use.

	20.7 	
      Waste



The Lessee covenants that all Waste will be removed from the
Leased Premises and disposed of in accordance with any applicable Environmental
Laws.

	20.8 	
      Costs



All works done and expenses incurred under this clause must be
done at the expense of the Lessee.

	21. 	
MISCELLANEOUS




	21.1 	
      Service of notices



Notice 

	(a) 	
      Any notice, document or demand (called “notice”) under
      this Lease must be served in accordance with this
clause.



Signature of notice 

	(b) 	
      The notice is to be in writing, signed by the party
      giving it, or by the party’s duly authorised officer (if a corporation),
      agent or solicitor.



Service of notice 

	(c) 	
      A notice may be served on a party to this Lease,
      including their successors, assigns, and
guarantors:




	 	(i) 	
      by personal delivery to that party or if more persons
      than one are lessors or lessees to any one of them;

	 	 	 
	 	(ii) 	
      by delivering the notice to the Leased Premises and
      leaving it with an employee of the Lessee;

	 	 	 
	 	(iii) 	
      by delivering the notice to the Lessor’s business address
      and leaving it with an employee of the Lessor;

	 	 	 
	 	(iv) 	
      by sending it, addressed to the party at that party’s
      address in this Lease, by prepaid post;



40 





	 	(v) 	
      if the Lessor maintains a managing agent, by delivering
      any notice addressed to the Lessor to that office while it is open and
      leaving it with a person working in that office;

	 	 	 
	 	(vi) 	
      by transmitting it by facsimile to a facsimile number
      provided for the purpose.




	(d) 	
      Additional or altered address




	 	(i) 	
      Either party may advise the other party of an additional
      or an altered address for the service of notices, which is within the
      State.

	 	 	 
	 	(ii) 	
      If a party advises of an address for service which is a
      post office box that party must also advise of a physical/street address
      where documents may be personally served (eg by a bailiff or process
      server).



Time of service 

	(e) 	
      A notice is considered to have been
  served:




	 	(i) 	
      at the time of delivery;

	 	 	 
	 	(ii) 	
      on the third Business day after the day on which it is
      posted, the first Business day being the day of posting;

	 	 	 
	 	(iii) 	
      if sent by facsimile, when the sender’s facsimile system
      generates a message confirming successful transmission of the entire
      Notice unless, within one Business Day after the transmission, the
      recipient informs the sender that it has not received the entire Notice.
      Further, if the delivery, receipt or transmission is not on a Business Day
      or is after 4.00pm on a Business Day (in the place of receipt), the Notice
      is taken to be received at 9.00am on the next Business
  Day.




	(f) 	
      This clause does not preclude other methods or modes of
      service permissible by law




	21.2 	
      Trustee provisions




	(a) 	
      Where the Lessee enters into this Lease as trustee for a
      trust, the Lessee enters into this Lease in its personal capacity and also
      as trustee of the trust and the Guarantor agrees and warrants to the
      Lessor that the Lessee has full power under the deed of trust to enter
      into this Lease and also warrants that:




	 	(i) 	
      the trust is lawfully constituted and has been properly
      executed;

	 	 	 
	 	(ii) 	
      the trust remains unrevoked and will remain unrevoked
      during the continuance of this Lease;

	 	 	 
	 	(iii) 	
      the assets of the trust as well as the personal assets of
      the Lessee and the Guarantor will remain available to satisfy the
      obligations of the Lessee under this Lease;

	 	 	 
	 	(iv) 	
      the consents of all people necessary to execute this
      Lease and bind the property of the trust have been obtained;

	 	 	 
	 	(v) 	
      no one has taken action or threatened to take any action
      to wind up the trust and there are no outstanding claims against the trust
      by anyone; and

	 	 	 
	 	(vi) 	
      no facts are known to the Lessee or Guarantor whereby the
      trust might be wound up voluntarily or otherwise or the assets of the
      trust might be vested in some other person or that the trust may cease to
      operate.




	(b) 	
      If the Lessor has entered into this lease as trustee of a
      trust and in no other capacity the Lessor is not liable personally to the
      Lessee for any breach of the terms, covenants, conditions, agreements,
      provisions, stipulations and obligations contained in, and implied by,
      this lease and, in respect of any breach by the Lessor, the Lessee is only
      able to claim damages from the Lessor to the extent that the Lessor is
      able to be reimbursed from the net assets of that trust and no officer of
      the Lessor is liable personally to the Lessee.



41 





	21.3 	
      No absolute caveat




	(a) 	
      The Lessee agrees with the Lessor that neither the Lessee
      nor any person on behalf of the Lessee will lodge an absolute caveat
      against the Leased Premises or register this
Lease.



Subject to interest caveat 

	(b) 	
      The Lessee agrees with the Lessor that the Lessee can
      lodge a subject to interest caveat against the Leased Premises which
      will:




	 	(i) 	
      forbid the registration by any person of any dealing
      affecting the Lessee’s interests, unless that instrument is expressed to
      be subject to the Lessee’s leasehold claim;

	 	 	 
	 	(ii) 	
      be withdrawn by the Lessee (at the Lessee’s cost) at the
      termination of this Lease, whether by effluxion of time or
    otherwise.




	21.4 	
      Waiver




	(a) 	
      No waiver by the Lessor will be effective unless it is in
      writing.

	 	 
	(b) 	
      No Waiver




	 	(i) 	
      The Lessor’s failure to take advantage of any default by
      the Lessee will not be construed as waiving the default.

	 	 	 
	 	(ii) 	
      No custom or practice which evolves between the parties
      will constitute a waiver or lessen the Lessor’s right to insist upon the
      Lessee’s strict performance or observance of any provision of this Lease
      or to exercise any of the Lessor’s other rights.



Acceptance or Demand for Rent Not Waiver 

	(c) 	
      Regardless of the Lessor’s knowledge at the time, a
      demand by it for Rent or other money payable under this Lease or the
      subsequent acceptance of Rent or other money will not constitute a waiver
      of any earlier default by the Lessee.




	21.5 	
      Severance and Read
Down




	(a) 	
      If, any provision of this Lease or part of a provision of
      this Lease is or becomes legally ineffective, under the general law or by
      force of legislation, but would not have such effect if it were read down
      and, if it is capable of being read down, such provision or part of a
      provision shall be read down accordingly.

	 	 
	(b) 	
      If, notwithstanding sub clause (a) a provision or part of
      a provision of this Lease still is or becomes legally
  ineffective




	 	(i) 	
      if the provision would not have such an effect if a word
      or words were omitted, that word or those words are hereby
  severed;

	 	 	 
	 	(ii) 	
      in any other case, the whole provision is hereby
      severed;



and the remainder of this Lease and
Schedule shall be of full force and effect.

	21.6 	
      Governing Law



This Lease is governed and construed in accordance with the law
of the State of Western Australia.

	21.7 	
      Lease comprises entire
agreement




	(a) 	
      It is agreed that this Lease contains the whole of the
      agreement between the Lessor and the Lessee, relating to the Leased
      Premises.

	 	 
	(b) 	
      The agreement relating to the Leased Premises does not
      include any other, collateral or implied, agreement or terms, which are
      not expressly included or incorporated in this Lease, whether arising
      through representations preceding this Lease or during negotiations
      relating to this Lease.



42 





	21.8 	
      Goods & Services Tax
(GST)




	(a) 	
      All base payments (“Base Payments”) specified in this
      Lease are exclusive of GST.

	 	 
	(b) 	
      If the Lessor is liable under the GST law for the payment
      of any GST on any Base Payment, the Lessee must pay to the Lessor instead
      of the amount of the Base Payment, an amount (“the Adjusted Base Payment”)
      calculated in accordance with the following
formula:




	 	ABP 	= BP + (BP x R) 
	 	  	  
	 	Where: 	ABP is the Adjusted Payment; 
	 	  	BP is the Payment; 
			R is the rate of goods and services tax
      specified in the “A New Tax System (Goods and Services Tax Imposition -
      General) Act 1999”. 



	(c) 	
      The Lessee must pay to the Lessor the Adjusted Base
      Payment calculated under subclause (b) of this clause in the same manner
      and at the same time as the Lessee is required to pay the Base
    Payment.

	 	 
	(d) 	
      Any amount to be reimbursed, refunded or repaid by a
      party under this Lease must not exceed the GST inclusive price paid by the
      party seeking the reimbursement, refund or repayment.

	 	 
	(e) 	
      For the purpose of this clause, the following words are
      defined as follows:




	 	(i) 	
      “GST” means a tax that is payable under the GST law and
      imposed as a goods and services tax by any of the
  following:




	 	(A) 	
      the A New Tax System (Goods and Services Tax Imposition -
      General) Act 1999;

	 	 	 
	 	(B) 	
      the A New Tax System (Goods and Services Tax imposition -
      Customs) Act 1999;

	 	 	 
	 	(C) 	
      the A new Tax System (Goods and Services Tax Imposition -
      Excise) Act 1999;

	 	 	 
	 	(D) 	
      any regulation related to or promulgated under any of
      those Acts;

	 	 	 
	 	(E) 	
      any amendment, substitutions or alterations to those Acts
      or regulations or any other Act enacted by any Australian Commonwealth,
      State or Territorial government which imposes a goods or services tax, a
      consumption tax, value added tax, turnover tax or any other tax of a like
      nature,




	 	(ii) 	
      “Base Payment” means any payment required to be made by
      the Lessee to the Lessor, including but not limited to Rent and outgoing
      expenses, pursuant to the terms of the Lease.




	21.9 	
      Lessor as trustee



If the Lessor holds the Leased Premises as trustee of a trust,
the Lessor’s obligations under this Lease only bind the Lessor while the Leased
Premises are an asset of that trust and the liability of the Lessor is limited
to the net value of the assets held by the Lessor as trustee of that trust.

	21.10 	
      Liability of Lessor



Any person who is the Lessor at any time will cease to have any
liability to the Lessee in terms of this Lease immediately upon that person
ceasing to be the lessor of the Leased Premises.

	21.11 	
      Strata Title Lot



Where the Leased Premises at any time comprise the whole or
part of a Strata Lot or Strata Title Lots:

	(a) 	
      This Lease shall be subject in all respects to all
      easements rights reservations and powers mentioned in the Strata Titles
      Act 1985 (WA) as amended ("Strata Titles Act").

	 	 
	(b) 	
      The Lessee and the Lessee's permitted assigns the
      Lessee's servants employees Lessees occupiers and invitees shall have the
      right in common with the Lessor and the registered proprietors of all the
      other strata lots comprised in the strata plan of which the Leased
      Premises form part and their respective assigns servants employees lessees
      occupiers and invitees to use the common property comprised
  in the strata plan subject to the by-laws of the strata company
constituted under Section 32 of the Strata Titles Act (“the Strata Company”) and
to all rules and regulations made by the Strata Company in relation thereto.



43 






	(c) 	
      The Lessee shall comply with all by-laws and all rules
      and regulations made by the Strata Company pursuant to its by-laws and the
      provisions of the Act. Where the Leased Premises comprise only part of a
      strata lot and where such contribution are not separately assessed for the
      Leased Premises the amount payable shall be the Lessee's proportionate
      part thereof being the same proportion as the Floor Area of the Leased
      Premises bears to the Total Lettable Area of the strata lot.

	 	 
	(d) 	
      Neither this Lease nor the Term is affected by any order
      made by the Supreme Court under Part III of the Strata Titles Act varying
      the strata scheme or substituting a new strata scheme for or terminating
      the strata scheme unless the order is for termination of the strata scheme
      in consequence of the damage or destruction of the Building.

	 	 
	(e) 	
      The Lessor shall use reasonable endeavours to ensure the
      registration of any Strata Plan or any amendment thereto shall not
      derogate from or limit the rights and interests granted to the Lessee by
      this Lease.

	 	 
	(f) 	
      Where any right of power granted to the Lessor or
      obligation imposed upon the Lessor under this Lease may only be exercised
      or carried out by the strata company or with the approval of the strata
      company, then the Lessor has no duty to perform or observe that obligation
      unless the strata company has given any necessary approval and in the
      appropriate case, must use reasonable endeavours to ensure that the strata
      company carries out or observes that obligation.

	 	 
	(g) 	
      The Lessee has no claims or rights against the Lessor in
      consequence of the exercise by the strata company of any of the strata
      company’s rights, duties or powers under the Strata Titles Act.

	 	 
	(h) 	
      Unless the context otherwise requires words and
      expressions defined in the Strata Titles Act shall have the same meanings
      herein.

	 	 
	(i) 	
      For the purposes of this clause “reasonable endeavours”
      is limited to the exercise by the Lessor of its voting rights in relation
      to an act or matter in question and exercising what rights it may have to
      call a meeting of the strata company.




	21.12 	
      Strata Title Consents



In the event that the Lessor gives to the Lessee written notice
that it wishes to vary or amend or replace the strata title comprising the
property of which the Leased Premises is a part (and the Leased Premises shall
comprise a strata lot or strata lots on the Strata Plan) then the Lessee will
(at the expense of the Lessor):

	(a) 	
      formally consent to such strata titling variation,
      amendment or replacement and sign such documents as may reasonably be
      required to evidence such consent and allow or enable the due registration
      of the same;

	 	 
	(b) 	
      provide such withdrawals of caveat or other instruments
      as may be required by Landgate in order to effect the said sub division by
      Application for Titles to issue the subject of any replacement, varied or
      amended Strata Plan; and

	 	 
	(c) 	
      enter into such Deeds or documentation as may be required
      to amend this Lease so that the Leased Premises are varied in order to be
      virtually identical to the Strata Lot or Strata Lots in
  quantum



PROVIDED ALWAYS that it shall be entitled to object and oppose
any by-laws, rules and/or regulations which would unduly hinder the Lessee's
business operation.

A new subject to claim caveat to protect the interest of the
Lessee shall be lodged over the Title for the strata lot or strata lots
comprising the Leased Premises immediately following such Application, the
reasonable costs of which shall be paid by the Lessor.

44 





	21.13 	
      Car Parking



Car Parking License

	(a) 	
      In consideration for the Lessee entering into this Lease
      the Lessor grant and the Lessee takes a licence for the Lessee to use
      during the Term and any extensions of the Lease (if the options to renew
      the Term is properly exercised by the Lessee) the number of car bays as
      provided in Item 16 of the Reference Schedule.



Conditions of Car Parking License 

	(b) 	
      The Lessee covenants with the Lessor that in the use of
      the Car Park bays, the Lessee shall abide by the following
    provisions:




	 	(i) 	
      The Lessee shall not permit any vehicle of the Lessee or
      an any employee agent independent contractor licensee or invitee of the
      Lessee (“the Lessee’s vehicle”) to be washed in or about the Car Park bays
      or any mechanical work to be carried out thereon except in cases of
      emergency and only by the Royal Automobile Club or other similar emergency
      breakdown or repair service or mechanic approved by the Lessor;

	 	 	 
	 	(ii) 	
      the Lessee shall ensure that each Lessee’s vehicle is
      properly parked within the marking of a parking space;

	 	 	 
	 	(iii) 	
      the Lessee shall generally have due regard to the
      legitimate rights and interests of other users of the car parking
    area;

	 	 	 
	 	(iv) 	
      the Lessee must keep and maintain the Car Park bays free
      from oil and grease stains at all times, at its own
cost.

	 	 	
       
	 	(v)	
      any rent or license fee payable for the use of the Car Park bays as set
      out in this Lease is subject to review at the same time as the rent for
      the Leased Premises is reviewed according to clause 5 of this Lease,



	(c) 	
      Liability for Loss




	 	(i) 	
      The Lessor shall not be under any responsibility to the
      Lessee for any personal injury damage or loss whatsoever which shall occur
      to or be sustained:




	 	(A) 	
      By the Lessee or any employee agent independent
      contractor licensee or invitee of the Lessee or any other person in or
      about the car parking area or the access ways leading thereto or
      therefrom;

	 	 	 
	 	(B) 	
      By any vehicle parked in any Car Park bays or entering or
      leaving the car parking area;

	 	 	 
	 	(C) 	
      As a result of any theft of or from any Lessee’s
      vehicle;




	 	(ii) 	
      The Lessor shall not be under any responsibility to the
      Lessee to prevent any third party parking on or about any Car Park or to
      remove any vehicle which is parked on or about any Car
  Park.



Allocation of Parking Spaces 

	(d) 	
      The Lessor reserves the right at any time and from time
      to time by written notice to the Lessee to allocate reasonable alternative
      parking spaces whereupon this license shall apply to such alternative
      parking spaces, in lieu of the Car Parks.



Termination of License 

	(e) 	
      This car parking license shall automatically determine
      upon the expiration or sooner determination of the Term and is not
      assignable by the Lessee save in the assignment of the Lease and the
      Leased Premises pursuant to the assignment and subletting provisions of
      clause 12.




	22. 	
      SPECIAL CONDITIONS



Application of special conditions 

	22.1 	
      The special conditions contained in this clause prevail
      to the extent of any inconsistency over any contrary provisions of this
      Lease.

	 	 
	22.2 	
      Dispute Resolution

	 	 
		
      Unless otherwise required under this Lease, the Lessee
      and the Lessor must negotiate in good faith to resolve any dispute within
      14 days after it arises.



45 




Reference Schedule 

	1. 	Lessor: 	UNIBELLE PTY LTD (ACN 079 813 531)
      as security trustee for ITA MANAGEMENT SERVICES PTY LTD (ACN 142
      806 280) as trustee for THE SUNSET FUND 
	  	  	  	  
	  	  	7 Truro Place 
		 	CITY BEACH WA 6015  
	  	  	  	  
	  	  	Address for notices:            As above
	  	  	  	  
	 2. 	Lessee: 	PENINSULA ENERGY LTD (ACN 062 409
      303) 
	  	  	  	  
	  	  	Unit 17, Level 2, Spectrum Building
    
	  	  	100 Railway Road 
		 	SUBIACO WA 6008  
	  	  	  	  
	  	  	Address for notices:            PO Box 8129,
    Subiaco East 6008 
	  	  	  	  
	 3. 	Guarantee & Security
    	  	  
	  	  	  	  
	 3.1 	Guarantor: 	Not applicable 
	  	  	  	  
	 3.2 	Guarantor’s net worth 	Not applicable 
	  	  	  	  
	3.3 	Bank Guarantee: 	
    Amount of Bank Guarantee: Bank
      Guarantee in favour of the Lessor for the sum of $231,716.67 being
      equivalent to nine (9) months’ rent and estimated outgoings but if at any
      time during the term of the Lease, the sum of $231,716.67 is less than an
      amount equal to nine (9) months’ rent and estimated outgoings (excluding
      GST), the Lessor may require the Lessee to increase the amount of the Bank
      Guarantee accordingly. 

			  	  
	Failure to provide a Bank Guarantee
      for the increased amount within fourteen (14) days of a request duly made,
      will be a Default for the purposes of clause 17. 
	  	  	  	  
	 4. 	Leased Premises: 	Unit 17/100 Railway Road, Daglish,
      Western Australia as marked on the plan annexed to this Lease,
      being part of: 
	  	  	  	Lot 17 on Plan 52698 being the whole of
    Certificate of Title Volume 2670 Folio 298 
	  	  	  	  
	 5. 	Lessor’s Fixtures: 	As per attached Annexure A 
	  	  	  	  
	 6. 	Term of Lease: 	5 years 
	  	  	  	  
		Commencement Date: 	Commencement Date will coincide with
      the Settlement Date for the purchase of the Leased Premises or on 31 July
      2013 whichever is later. 
	  	  	  	  
	 7. 	Option Terms: 	  	  
	  	  	  	  
	 7.1 	1st
      Term of Renewal 	5 years 
	 7.2 	2nd
      Term of Renewal 	Not applicable 
	  	  	  	  
	8.  	Rent	$259,545 per annum inclusive of GST
      of $23,595.00 payable at $21,628.75 per calendar month inclusive of GST of
      $1,966.25. 
	  	  	  	  
	 9. 	Outgoings and expenses in
      relation to the Leased Premises: 	Outgoings and expenses include the
      following costs: 
	  		i. 	Quarterly administration/sinking levy. 
	  	  	ii. 	Annual city of Subiaco general rates, waste
      service, 
	  	  	  	emergency services levy; 
	  	  	iii. 	Annual water corporation service charge;
  


46 





	  	 	iv. 	Property management fees. 
	  	 	  	  
	9.1 	Payable by
      Lessee: 	The Lessee must pay the outgoings and
      expenses specified above and in addition the following: 
	  	 	  	  
	
    (Whether directly by the Lessee
      to the supplier or payable by way of  
	i. 	Interest charges on outstanding rates and taxes
      (if incurred due to late or delayed payment by the Tenant). 
	 reimbursement to the
      Lessor). 	ii. 	Water consumption; 
	  	 	iii. 	Cleaning, including window and rubbish removal;
    
	  	 	iv. 	Grounds repairs and maintenance; 
	  	 	v. 	Building repairs and maintenance; 
	  	 	vi. 	Building insurance; 
			vii. 	Plate glass insurance and public liability
      insurance (to a minimum of $20,000,000 for any one event); 
	  	 	viii. 	Security for the Leased Premises; 
	  	 	ix. 	Toilet requisites; 
			x. 	Hot water system running and maintenance
      (excluding repairs and replacement of units); 
			xi. 	Electricity and gas and telecommunications
      services consumed in the premises; 
			xii. 	Air conditioning running and maintenance
      (excluding repairs and replacements of units); 
			xiii. 	All policies of insurance required to be taken
      out by the Lessor or the Lessee under clause 15 of this Lease; 
	  	 	xiv. 	Strata fees and levies. 
	  	 	  	  
	9.2 	Payable by
      Lessor: 	Nil 	  
	  	 	  	  
	10. 	CPI Review: 	Not applicable 
	  	 	  	  
	10.1 	CPI Increase Numeral
      (“N”): 	(For example if N = 3 then the rent
      increase is CPI + 3%) 
	  	 	  	  
	10.2 	CPI Review
      Dates: 	Not applicable 
	  	 	  	  
	11. 	Market Review Dates: 	Year 2018 
	  	 	  	  
			Rent for any market review will be
      either the Market Rent as reviewed or a 5% increase of current rent
      whichever shall be higher. 
	  	 	  	  
	12. 	Mixed Percentage Increase:
    	  	  
	  	 	  	  
	12.1 	Numeral (“P”)
	105 	  
	  	 	(For example if P = 103.5 then the
      rent increase is 3.5% each year) 
	  	 	  	  
	12.2 	Review Dates:
	Years 2014, 2015, 2016, 2017, 2019,
      2020, 2021 and 2022 
	  	 	  	  
	13. 	Other Rent Review Method:
    	Not applicable 
	  	 	  	  
	14. 	Rate of Interest: 	
    The percentage rate of interest
      charged by the Lessor’s bankers for unsecured overdrafts of $100,000 plus
      3 percentage points at the date for payment of any money and, in the
      absence of any manifest error, a written statement by the Lessor’s bank
      will be conclusive evidence of the rate. 

	  	 	  	  
	15. 	Use of Premises: 	Office premises. 
	  	 	  	  
		    
      Approved Trading Name: 	Peninsula Energy Ltd and its
      subsidiaries, Quest Petroleum NL and its subsidiaries or any other trading
      name approved in writing by the Lessor. 
	  	 	  	  
	16. 	Car Parking 	  	  
	  	 	  	  
	16.1 	No of bays: 	10 car parking bays 
	  	 	  	  
	16.2 	Rent: 	$33,000 per annum inclusive of GST of
      $3,000 along with the rental 


47 




Execution page 

	Executed for and on behalf of 	 	) 
	UNIBELLE PTY LTD (ACN 079 813 531) as Trustee 	 	) 
	by the authority of its Directors and 	 	) 
	in accordance with s127 of the 	 	) 
	Corporations Act 2001, by: 	 	) 
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	Director Signature 	 	   Director/Secretary Signature

	  	 	  
	  	 	  
	Director Name 	 	   Director/Secretary Name
  



	Executed for and on behalf of 	 	) 
	PENINSULA ENERGY LTD (ACN 062 409 303) 	 	) 
	by the authority of its Directors and 	 	) 
	in accordance with s127 of the 	 	) 
	Corporations Act 2001, by: 	 	) 
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	Director Signature 	 	   Director/Secretary Signature

	  	 	  
	  	 	  
	Director Name 	 	   Director/Secretary Name
  


48







	The Consent to this lease of the Lessor’s Mortgagee
      [                       ] 
	is hereby granted by: 
	  
	 
	 
	 
	Name of Bank Officer 
	 
	 
	Office of Bank Officer 



49





ANNEXURE A 
LESSOR’S FIXTURES 


	Office Layout Plan 	Suite 17, 100 Railway Road,
      Subiaco 
	  	  
	Alarm 	Yes to remain 
	Partitions 	Yes all partitions to remain 
	Reception / Waiting 	Built in reception desk and various cabinets to
      remain 
	Lunch 	Lunch bench and built in kitchenette to remain
    
	Boardroom 	Panasonic panaboard and built in cabinets
      situated along the northern perimeter wall to remain 
	Office 	(Located next to the open plan area) –
      comprises a built in desk and cabinets to remain 
	Office 	(Located between the boardroom and office 1) –
      comprises a built in desk and cabinetry to remain 
	Office 1 	Built in desk and cabinetry to remain 
	Office 2 	Built in desk and cabinetry to remain 
	Office 3 	Built in desk and cabinetry to remain 
	Directors Office 4 	Built in desk and cabinetry to remain 
	Office 5 	Built in desk and cabinetry to remain 
	Office 6 	Built in desk and cabinetry to remain 
	Office 7 	Built in desk and cabinetry to remain 
	Office 8 	Built in desk and cabinetry to remain 
	Office 9 	Built in desk and cabinetry to remain 
	Meeting 	Cabinets situated on the eastern boundary to
      remain 
	Utility /Store 	Various built in cabinets situated along the
      western and eastern boundary to remain 
	2 x open plan areas 	Built in open plan work stations and cabinets
      to remain 
	Fire escape door 	Built in cupboard space situated next to the
      fire escape door to remain 
	IT Cabling 	Yes to remain 


50






OFFICE LAYOUT