Exhibit 10.17


REIV     Published by the Law Institute of Victoria and       [GRAPHIC OMMITTED]
         the Real Estate Institute of Victoria Ltd,
         Estate Agents Act 1980 Form 2                        Copyright-May 1993


                         CONTRACT OF SALE OF REAL ESTATE
                            34-36 PUNT ROAD, WINDSOR

                         IMPORTANT NOTICE TO PURCHASERS

Cooling-off period                              Section 31 Sale of Land Act 1962

If none of the exceptions listed below applies to you, you may end this contract
within 3 clear business days of the day that you sign the contract.

To end this contract within this time, you must either give the vendor or the
vendor's agent written notice that you are ending the contract or leave the
notice at the address of the vendor or the vendor's agent.

If you end the contract in this way, you are entitled to a refund of all the
money you paid EXCEPT for $100 or 0.2% of the purchase price (whichever is
more).

EXCEPTIONS-The 3-day cooling-off period does not apply if-

o    The price of the property (including chattels) exceeds $250,000

o    You bought the property at or within 3 clear business days before or after
     a publicly advertised auction

o    You received independent advice from a solicitor before signing the
     contract

o    The property is used mainly for industrial or commercial purposes o The
     property is more than 20 hectares in size and is used mainly for farming o
     You previously signed a similar contract for the same property

o    You are an estate agent or a corporate body.

The conditions of this contract are contained in the attached-

                  Particulars of Sale,                        and
                  Schedule,                                   and
                  General Conditions,                         and
                  Special Conditions (if any).

The vendor sells and the purchaser buys both the property and the chattels for
the price and upon the conditions set out in this contract.

The Vendor's Statement required by section 32(1) and the Sale of Land Act 1962
is attached to, and included in, this contract.

Where the signature of any party to this contract is secured by an agent, the
parties acknowledge being given a copy of this contract by the agent at the time
of signing.

               s/s Jonathan Herzog                                       Vendor
-----------------------------------------------------------------------
      FOR AND ON BEHALF OF I.T. TECHNOLOGY PTY LTD

              s/s  A. Goldberg                                         Purchaser
----------------------------------------------------------------------
FOR AND ON BEHALF OF GLENHUNTLY ROAD ENTERPRISES PTY LTD AND OR NOMINEES




<PAGE>



                            GENERAL CONDITIONS ("GC")

Encumbrances

1.1      The purchaser buys the property and the chattels subject to the
         encumbrances shown in Item 1 of the Schedule.

1.2      If the purchaser is taking over an existing mortgage-
         (a)      the purchaser assumes liability for the mortgage
         (b)      the price is satisfied to the extent of any mortgage money
                  owing at the settlement date, and
         (c)      the vendor must treat any payment made by the purchaser under
                  the mortgage as a payment made to the vendor under this
                  contract.

Loss of Damage Before Settlement

2.1      The vendor carries the risk of loss or damage to the property and the
         chattels until settlement.

2.2      The vendor must deliver the property and the chattels to the purchaser
         at settlement date in their present condition (fair wear and tear
         excepted).

2.3      If any chattel is not in its present condition (fair wear and tear
         excepted) at settlement, the purchaser is only entitled to compensation
         from the vendor.

[Finance                           DELETED

3.       If a lender is nominated in the Particular of Sale this contract is
         subject to the lender approving the loan on the security of the
         property by the approval date or any later approval date allowed by the
         vendor. The purchaser may end the contact if the loan is not approved
         by the approval date only if the purchaser-
         (a)      has made immediate application for the loan
         (b)      has done everything reasonable required to obtain approval of
                  the loan
         (c)      serves written notice ending the contract on the vendor on or
                  before 2 business days after the approval date, and
         (d)      is not in default under any other condition of this contract
                  when the notice is give. All money must be immediately
                  refunded to the purchaser if the contract is ended.]

[Terms Contracts                   DELETED

4.       If this is a "terms contract" as defined in section 2(1) of the Sale of
         Land Act 1962, then
         (a)      the vendor must arrange the discharge of any mortgage
                  affection the land by the settlement date
         (b)      all money payable under the contract must be paid to a duly
                  qualified legal practitioner or a licensed estate agent to be
                  applied toward discharge the mortgage
         (c)      the purchaser must pay interest to the vendor from the
                  settlement date up the balance outstanding at the rate, on the
                  days, and with the adjustments set out in Item 2 of the
                  Schedule
         (d)      the vendor must apply instalments under this contract first to
                  pay interest and then to reduce the balance owing.]

[Nominee                           DELETED

5.       If the contract says that the property is sold as a named purchaser
         "and/or nominees" (or similar words), the named purchaser may, at least
         14 days before settlement date, nominate a substitute or additional
         purchaser, but the named purchaser remains personally liable for the
         due performance of all the purchaser's obligations under this
         contract.]

Payment

6.1.     The purchaser must pay all money (except the deposit) to the vendor,
         the vendor's solicitor or at the direction of the vendor.

6.2.     The purchaser must pay the deposit-
         (a)      to the vendor's estate agent or, if there is no estate agent,
                  to the vendor's solicitor, or
         (b)      if the vendor directs, into a special purpose banking account
                  specified by the vendor in the joint names of the purchaser
                  and the vendor.

6.3.     If the land sold is a lot on an unregistered plan of subdivision then
         the deposit-
         (a)      must not exceed 10% of the price, and


<PAGE>

         (b)      must be paid-
                  (i)      to the vendor's solicitor or estate agent to be held
                           by the solicitor or estate agent on trust for the
                           purchaser, or
                  (ii)     if the vendor directs, into a special purpose banking
                           account in Victoria specified by the vendor in the
                           joint names of the purchaser and the vendor until the
                           registration of the plan.

Breach

7.       A party who breaches this contract must pay to the other party on
         demand-
         (a)      compensation for any reasonably foreseeable loss to the other
                  party resulting from the breach, and
         (b)      any interest due under this contract as a result of the
                  breach.

Time

8.       If the time for performing any action expires on a Saturday, Sunday or
         bank holiday, then time is extended until the next business day.




<PAGE>


General Conditions in Legislation

9.1      The general conditions in Table A of the Seventh Schedule of the
         Transfer of Land Act 1958 apply if the land is under the operation of
         that Act.

9.2      The general conditions in the Third Schedule of the Property Law Act
         1958 apply if the land is not under the operation of the Transfer of
         Land Act 1958.

9.3.     General Condition 9 in Table A or in the Third Schedule applies as if
         its second last sentence ended with the additional words, "as a
         resident Australian beneficial owner of the land".

Conflict Between Conditions

10.      In case of a conflict between the conditions the order of priority is--
         (a)      any special conditions in this contract
         (b)      general conditions in this contract
         (c)      general conditions in legislation.

Conditions

11.      These conditions prevail over the conditions in any earlier contract
         and any requisitions and answers properly made and given under that
         contract are deemed to be requisitions and answers properly made and
         given under this contract.

Service

12.      Any document served by post is deemed to be served on the next business
         day after posting unless proved otherwise.

Transfer and Settlement

13.1     The purchaser must provide the instrument of transfer required by
         General Condition 12 of Table A, or the assurance required by the Third
         Schedule (as the case may be). To the vendor or the vendor's solicitor
         at least 10 days prior to the settlement date.

[13.2                       DELETED
         The vendor must pay the bank fees on all bank cheques exceeding 3 that
         are required by the vendor for settlement.]


--------------------------------------------------------------------------------

Law Institute of Victoria Property Law Dispute Resolutions Committee Guidelines

1.       The Committee has been established to decide disputes relating to
         property law matters. Where one party does not have a solicitor
         representing them, the dispute cannot be heard until that party
         instructs a solicitor.

2.       An agreed Statement of Facts must be signed by all parties and
         referring solicitors and must include:

         2.1      A clear and concise statement of all the relevant agreed facts
                  upon which the dispute is based. The Committee is unable to
                  make any decisions unless the facts are agreed between the
                  parties.

         2.2      A copy of all relevant documents.

         2.3      The issues, based on the agreed facts, to be decided by the
                  Committee.

         2.4      Applications for disputes to be decided by the Committee shall
                  include an agreement by the referring Solicitors and the
                  parties to be bound by the Committee's decision on any
                  question of law or practice.

3.       Applications in the appropriate form must be lodged with the Secretary
         of the Property Law Dispute Resolution Committee C/- the Law Institute
         of Victoria. The Form is set out in the Conveyancing Diary or may be
         obtained from the Property Law Section of the Institute.

4.       An administration fee of $50.00 for each referring solicitor must be
         paid to the Institute when the application is lodged.

5.       The Committee's decision will be based upon the material contained in
         the Statement of Facts only. In making its decision the Committee shall
         act as an expert panel and not as an arbitrator.

6.       The Committee reserves the right--

         (i)      to call for further and better particulars in order to make a
                  decision.

         (ii)     to refuse to decide any dispute, in which case any fees will
                  be refunded in full.

7.       The Committee's written decision will be sent to the referring
         solicitors within seven days of the dispute being decided.


<PAGE>




PARTICULARS OF SALE

VENDOR'S
ESTATE AGENT                                                 Ref:
                  DX:                 Tel.:                  Fax.:

VENDOR'S          P. ROSENBAUM & ASSOCIATES, Suite 1, First Floor,
SOLICITOR         206-208 Commercial Road, Prahran  3181     Ref.: PR:99112
                  DX:                 Tel.: 9529 6622        Fax.: 9529 6627

PURCHASER'S
SOLICITOR         COLLINS & COLLINS, 20 Normanby Rd, Elwood 3184
                  DX:                 Tel.: 9525-6318        Fax.: 9531-8928

VENDOR            I.T. TECHNOLOGY PTY LTD  (A.C.N.  085 839 738)
                  34-36 Punt Road, Windsor 3181

PURCHASER         GLENHUNTLY ROAD ENTERPRISES PTY LTD OR NOMINEES of
                  SHOP 4, 378 Glenhuntly Road, Elsternwick 3185.


LAND              described in Certificates of Title Volume 8200 Folio
                  757 and Volume 8310 Folio 066, copies of which are
                  attached to the Vendor's Statement which is included
                  in this Contract

PROPERTY          the land together with any improvements known as
ADDRESS           34-36 Punt Road, Windsor

CHATTELS          all fixed floor coverings, partionings, electric
                  light fittings, air conditioning unit, fire
                  extinguishers and existing window furnishings

PRICE             $983,000.00      (plus GST)

DEPOSIT           $290,000.00      (plus GST), $140,000.00 payable on the
                                   signing hereof and $150,000.00 payable on 18
                                   February 2002

BALANCE           $693,000.00      (plus GST)


PAYMENT OF
BALANCE           The 4th day of APRIL 2002 or earlier by agreement

SETTLEMENT        is the date upon which vacant possession or, if the Property
DATE              is sold subject to leases, receipt of the rents and profits of
                  the Property and Chattels must be provided, namely, upon
                  acceptance of title and payment of the Price

PURCHASER'S
FINANCE (GC 3)    Not applicable

DAY OF SALE       is the date hereof, namely the 4th day of February 2002

<PAGE>



                                    SCHEDULE

ITEM 1            Encumbrances - Any encumbrances disclosed in the Vendor's
(GC 1)                           Statement

                  Leases       - Lease to Adversignage Pty Ltd, as
                                 transferred to Prahran Signs Pty
                                 Ltd, a copy of which is attached to
                                 the Vendor's Statement which is
                                 included in this Contract

                  Mortgage Nos. - Nil.

                            SPECIAL CONDITIONS ("SC")

                  DEFINITIONS AND INTERPRETATION

         1.1      In this Contract unless the context otherwise requires:-

                  (a)   "Act" means the Sale of Land Act 1962 (Vic);

                  (b)   "Business Day" means a day on which banks are open for
                        general business in the City of Melbourne, not being a
                        Saturday or Sunday;

                  (c)   "Contract" means this Contract of Sale of Real Estate
                        and includes the annexures and schedules to this
                        Contract;

                  (d)   "GST" and "Taxable Supply" have the meanings given in A
                        New Tax System (Goods and Services Tax) Act 1999 (as
                        amended);

                  (e)   "Law" means any act, ordinance, regulation, by-law,
                        order or proclamation and includes the requirements of
                        any municipal or statutory body or government or of any
                        permit or approval affecting the property;

                  (f)   "person" includes a natural person, company, legal
                        entity or body of persons;

                  (g)   "Purchaser" means the person so described in the
                        Particulars of Sale or in the Contract and includes the
                        Purchaser's successors and permitted assigns;

                  (h)   "Table A" means Table A of the Seventh Schedule of the
                        Transfer of Land Act 1958;

                  (i)   "Vendor" means the person so described in the
                        Particulars of Sale or in the Contract and includes its
                        successors and permitted assigns; and

                  (j)   "Vendor's Statement" means the statement made by the
                        Vendor pursuant to Section 32 of the Act, a copy of
                        which is annexed to this Contract.

         1.2  INTERPRETATION

         In this Contract, unless the context otherwise requires:-

                  (a)   words importing a gender include any gender;

                  (b)   singular includes the plural and vice versa;

                  (c)   a reference to a statutory enactment or regulation is a
                        reference to such enactment or regulation as amended
                        from time to time;
<PAGE>

                  (d)   headings are for convenience only and do not affect the
                        construction of this Contract;

                  (e)   all monetary amounts are expressed in Australian
                        dollars; and

                  (f)   this Contract is governed by and shall be construed in
                        accordance with the laws of the State of Victoria.

         1.3  SEVERANCE

         Any provision of this Contract which is void or illegal shall be
         severed from this Contract but such severance shall not affect the
         validity and enforceability of the other provisions of this Contract.

2.       JOINT AND SEVERAL LIABILITY

         Any agreements, covenants or obligations in this Contract on the part
         of two or more persons binds them jointly and severally.

1.       ENTIRE AGREEMENT

         The Purchaser acknowledges:-

         (a)   no information, representation or warranty by the Vendor, the
               Vendor's Agent or the Vendor's Solicitors was supplied or made
               with the intention or knowledge that it would be relied upon
               by the Purchaser; and

         (b)   no information, representation or warranty has been relied
               upon; and

         (c)   this Contract constitutes the entire agreement between the
               parties for the sale and purchase of the Property and
               supersedes and extinguishes all previous negotiations and
               agreements in relation to the transaction.

2.       ACKNOWLEDGEMENT

         The Purchaser acknowledges that prior to signing or executing this
         Contract or any document purporting to be legally binding in relation
         to the sale hereby made he received a Vendor's Statement in accordance
         with Section 32 of the Sale of Land Act 1962.

3.       WAIVER AND VARIATION

         A provision of or a right created under this contract cannot be:-

         (a)   waived except in writing signed by the party granting the
               waiver; or

         (b)   varied except in writing signed by or on behalf of the
               parties.

4.       NOTICES

         For the purposes of condition 13 of Table A, a demand, notice, document
         or other communication in connect with this Contract is taken to be
         received:-

         (a)   if sent by telex, on receipt by the sender of the addressee's
               answerback code after transmission of the telex; or
<PAGE>

         (b)   if sent by post on the third (seventh, if posted to or from a
               place outside Australia) day after posting; or

         (c)   if delivered by hand, at the time of delivery; or

         (d)   in the case of a facsimile, on production of a transmission
               report by the machine from which the facsimile was sent
               indicating that the facsimile was sent in its entirety to the
               addressee's facsimile number.

5.       IDENTITY OF LAND

         The Purchaser admits that the land offered for sale and inspected by
         him is identical with that described in the Title particulars given
         herein. He shall not make any requisition or claim any compensation or
         refuse or delay payment of the Price for any alleged misdescription or
         call upon the Vendor to amend Title or to bear all or any part of the
         costs of doing so. Condition 3 of Table A shall not apply to this
         Contract.

6.       RESTRICTIONS

         The Purchaser buys subject to:-

         (a)   any restrictions imposed by and to the provisions of any
               planning scheme or planning or building controls or any
               planning permit or Agreement with any Responsible Authority
               affecting the property;

         (b)   any Law affecting the property;

         (c)   any easement, covenant or other encumbrance affecting the
               property whether registered on the Certificate of Title or
               not;

         (d)   any encroachment of adjoining properties affecting the
               property,

         and the Purchaser shall not delay settlement, make any requisition
         or objection nor claim any compensation from the Vendor in
         connection therewith.

9.       CONDITION OF PROPERTY AND CHATTELS

         9.1   The Purchaser accepts the Property and the Chattels in their
               condition on the Day of Sale, and must accept them in that
               condition (subject to fair wear and tear) at settlement.

         9.2   The Purchaser shall not:-

               (a)   require the Vendor to pay all or part of the cost of
                     ensuring that the Property and the Chattels comply with
                     any applicable Law, are free from defect or are fit for
                     any particular use; nor

               (b)   delay settlement, make any requisition or objection or
                     claim any compensation from the Vendor in connection
                     with:-

                     (i)   any notice or order made or any alleged
                           non-compliance of the Property and/or the Chattels
                           with any Law; or

                     (ii)  the state of repair or condition of the Property
                           and the Chattels.
<PAGE>

         9.3   The Vendor makes no warranty or representation:-

               (a)   as to the condition of the Property and the Chattels;

               (b)   as to the suitability or fitness of the Property and the
                     Chattels; nor

               (c)   that the Property and the Chattels comply with any
                     applicable Law.

10.      GOODS AND SERVICES TAX

         10.1  All amounts payable by the Purchaser under this Contract are
               expressed on a GST exclusive basis. If GST is payable in
               relation to a Taxable Supply the amount payable for the
               Taxable Supply will be the amount specified in this Contract
               plus GST.

         10.2  If the Vendor becomes liable to pay GST in respect of a
               Taxable Supply prior to the date that all the consideration
               for that Taxable Supply is required to be paid by the
               Purchaser then the Purchaser must pay to the Vendor on demand
               an additional amount equal to the GST payable by the Vendor in
               respect of that Taxable Supply.

         10.3  At the same time as paying the Deposit to the Vendor's Agent
               or the Vendor's Solicitors the Purchaser must pay the
               proportion of the GST applicable to the Deposit, which will be
               held on the same terms as the Deposit. The Purchaser
               acknowledges that if this Contract is rescinded and the
               Deposit forfeited to the Vendor, the additional amount equal
               to one tenth of the Deposit will also be forfeited to the
               Vendor.

11.      FOREIGN ACQUISITION

         The Purchaser warrants that the Foreign Acquisitions and Takeovers Act
         1975 does not apply to the Purchaser or to this purchase. In the event
         that this warranty is untrue in any respect the Purchaser indemnifies
         the Vendor against any loss, damage, penalty, fine and legal costs that
         the Vendor may incur as a result of the Vendor having relied on this
         warranty.

12.      DEPOSIT

         The Deposit payable by the Purchaser shall be paid to either of the
         Vendor's Agent (if any), or the Vendor's Solicitors, P. Rosenbaum &
         Associates of Suite 1, First Floor 206-208 Commercial Road, Prahran to
         be held in accordance with the provisions of the Sale of Land Act 1962.
         The Deposit may be invested by the Vendor's Solicitors in an interest
         bearing bank account in the joint names of the Vendor and the Purchaser
         until the Settlement Date as prescribed in this Contract or upon the
         Vendor being entitled to the release of the Deposit whichever is the
         earlier, and the Vendor and the Purchaser hereby authorise such
         investment of the Deposit by the Vendor's Solicitors. Net interest
         earned on the Deposit shall be paid to the Vendor unless this Contract
         fails to proceed due to a default on the part of the Vendor in which
         case net interest earned on the Deposit shall be paid to the Purchaser.
         Any interest earned on the Deposit shall not form part of the Price.

13.      SUBSTITUTION OF PURCHASER

         If the Purchaser shall at least one month prior to the date upon which
         he becomes entitled to possession:-

         (a)   Pay to the Vendor or his Solicitors the sum of TWO HUNDRED
               DOLLARS ($200.00), and

         (b)   Have the substituted Purchaser as hereinafter defined sign an
               acknowledgment of receipt of a Certificate pursuant to Section
               32 of the Sale of Land Act as amended (which the Vendor
               undertakes to deliver) the Purchaser shall have the right at
               any time prior to the date upon which he becomes entitled to
<PAGE>

               possession of the property hereby sold to substitute a person
               (being a corporation or otherwise) in its place as Purchaser
               provided that until such time as the substitution is effected
               the Purchaser shall remain liable to perform and observe the
               covenants and conditions herein on the part of the Purchaser
               to be performed and observed.

         Substitution shall be effected by the Purchaser delivering to the
         Vendor:-

         (i)   An identical copy of this Contract of Sale (including a copy
               of the Certificate pursuant to Section 32 of the Sale of Land
               Act) save for this clause and the name of the Purchaser
               executed by the substituted Purchaser (with dates of payments
               of moneys adjusted if necessary to coincide with this Contract
               of Sale and the date upon which the substituted Purchaser
               under the substituted Contract of Sale shall become
               responsible for any notices or orders relating to the property
               hereby sold being the date of this Contract of Sale) and
               prepared by the Purchaser's Solicitors at the cost of the
               Purchaser;

         (ii)  An authority from the Purchaser addressed to the Vendor and
               authorising the Vendor to apply the Deposit paid herein as the
               Deposit payable under the substituted Contract of Sale; and

         (iii) A duly executed guarantee in the form annexed hereto by the
               Purchaser of all the obligations of the substituted Purchaser
               under the substituted Contract of Sale. The Vendor shall
               simultaneously with payment of the purchase money deliver an
               identical part of the substituted Contract of Sale executed by
               the Vendor and this Contract of Sale shall be deemed cancelled
               provided that the requisitions (if any) delivered by the
               Purchaser to the Vendor and the answers thereto both made in
               pursuance of the terms of this Contract of Sale shall be
               deemed to be the requisitions and answers thereto respectively
               under the substituted Contract of Sale.

14.      REQUISITIONS

         14.1  The Purchaser has accepted title.

         14.2  The Purchaser must not deliver to the Vendor any requisitions
               and objections concerning title or any matter appearing in the
               Particulars of Sale or in the General Conditions or Special
               Conditions.

         14.3  The Vendor warrants to the Purchaser that:-

               (a)   The Vendor is not under any disability that it knows of
                     which would prevent it from in any way completing its
                     obligations under this Contract;

               (b)   To the Vendor's knowledge the Property is not subject to
                     any unregistered easement, covenant or other similar
                     restriction except for those revealed in this Contract
                     or the Vendor's Statement or those that the Purchaser
                     should have discovered after making the enquiries and
                     investigations that prudent purchasers customarily make.

15.      TRANSFER OF LAND

         The Purchaser shall deliver the Transfer of Land to the Vendor's
         Solicitors not less than ten (10) days prior to the Settlement Date and
         notwithstanding anything herein contained, the Vendor shall not be
         obliged to effect final settlement until the expiration of ten (10)
         days from the date the Transfer is delivered to the Vendor's
         Solicitors. The Purchaser shall be deemed to have made default in
         payment of the residue of the purchase price as from the settlement
         date if the Transfer is not delivered in accordance with this Special
         Condition.
<PAGE>

16.      SETTLEMENT

         16.1  Settlement shall take place no later than 3.00 p.m. on the
               Settlement Date failing which settlement shall be deemed to
               take place on the next business day.

         16.2  Settlement shall take place at the offices of the Vendor's
               Solicitors or at such place in Victoria as the Vendor shall
               direct.

17.      NO MERGER

         The provisions of this Contract shall not merge in the transfer of the
         land and shall continue to bind the Vendor and the Purchaser to the
         extent that any of them require to be complied with after the
         Settlement Date.

18.      GUARANTEE

         In the event that the Purchaser (or if there is more than one Purchaser
         any one or more of them) shall be a corporation then the Purchaser
         shall complete to the Vendor's satisfaction the execution by each of
         the Directors of the said corporation of the Guarantee annexed hereto.


19.      GST

         The vendor and purchaser agree that the property is sold as a going
         concern. If GST is payable, it will be paid by the purchaser.



<PAGE>

                        GOING CONCERN SPECIAL CONDITIONS
                        --------------------------------





     S.C.1 GST


     S.C.1.1 GST DEFINITIONS


     For the purpose of this clause S.C.1:


     "GST" means GST within the meaning of the GST Act.


     "GST Act" means the A New Tax System (Goods and Services Tax) Act 1999 (as
     amended).


     Expressions set out in italics in this clause bear the same meaning as
     those expressions in the GST Act.


     S.C.1.2 SUPPLY OF A GOING CONCERN


     The purchaser and the vendor agree that this contract provides for the
     supply of a going concern.

     The purchaser warrants that it is registered or required to be registered.

     S.C.1.3 AMOUNTS OTHERWISE PAYABLE DO NOT INCLUDE GST

     To the extent that a party makes a taxable supply in connection with this
     contract, except where express provision is made to the contrary, and
     subject to this CLAUSE S.C.1, the consideration payable by a party under
     this contract represents the value of the taxable supply for which payment
     is to be made.

     S.C.1.4 LIABILITY TO PAY GST

     Subject to CLAUSE S.C.1.5, if a party makes a taxable supply in connection
     with this contract for a consideration which, under CLAUSE S.C.1.3,
     represents its value, then the party liable to pay for the taxable supply
     must also pay, at the same time and in the same manner as the value is
     otherwise payable, the amount of any GST payable in respect of the taxable
     supply and any penalties and interest applicable thereto.

     S.C.1.5 TAX INVOICE

     A party's right to payment under CLAUSE S.C.1.4 is subject to a valid tax
     invoice being delivered to the party liable to pay for the taxable supply.


<PAGE>

                                    GUARANTEE
                                    ---------

We the Guarantors whose name, address and description are set out in the
Schedule hereto (hereinafter called "the Guarantors") in consideration of the
within-named Vendor(s) selling to the within-named Purchaser(s) at our request
the property described in the within Contract for the price and upon the terms
and conditions therein set forth do hereby for ourselves our respective
executors and administrators jointly and severally covenant with the said
Vendor(s) that if at any time default shall be made in the payment of the
deposit or the residue of purchase money or interest or other moneys payable by
the Purchaser(s) to the Vendor(s) under the within Contract or in the
performance or observance of any term or condition of the within Contract to be
performed by the Purchaser(s), we the Guarantors will pay to the Vendor(s) the
whole of such deposit, residue of purchase money, interest or other moneys which
shall then be due and payable to the Vendor(s) and will keep the Vendor(s)
indemnified against all loss of purchase money, interest and other moneys
payable under the within Contract and all losses, costs, charges and expenses
whatsoever which the Vendor(s) may incur by reason of any default as aforesaid
on the part of the Purchaser(s). This Guarantee shall be a continuing guarantee
and shall not be released by any neglect or forbearance on the part of the
Vendor(s) in enforcing payment of any of the moneys payable under the within
Contract or the performance or observance of any of the agreements, obligations
or conditions under the within Contract or by time being given to the
Purchaser(s) for any such payment, performance or observance or by any other
thing which under the law relating to sureties would but for this provision have
the effect of releasing us our executors or administrators.

                                    SCHEDULE
                                    --------

GUARANTORS:

1.       Full Name:  ABRAHAM GOLDBERG

         Address: SHOP 4, 378 GLENHUNTLY ROAD, ELSTERNWICK 3185

         Occupation: ACCOUNTANT


2.       Full Name:

         Address:

         Occupation:


IN WITNESS WHEREOF the said Guarantors have hereunto set their hands and seals
the 4 day of FEBRUARY 2002


SIGNED SEALED AND DELIVERED by              )
the said                                    )        [SIGNATURE]
in the presence of:        [SIGNATURE]      )

Witness:  Shannon Wells
5/49-55 wilson st.
Brighton
SIGNED SEALED AND DELIVERED by              )
the said                                    )
in the presence of:                         )
Witness: