Form 97-0L7                           LEASE          Land Titles Office Use Only
License 026CN/0537/96            New South Wales
                             Real Property Act 1900

Instructions for filling out this form are available from the Land Titles Office

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                        Office of State Revenue Use Only

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[A] PROPERTY LEASED (Show no more than 20 titles. If appropriate, specify the
part or premises
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                        Folio Identifier 1/537286

                        Part being Level 1 and Level 14 at 19-31 Pitt St, Sydney

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[B] LODGED BY
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                          LTO Box        Name, Address or DX and Telephone

                                         REFERENCE (15 character maximum)
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[C] LESSOR              CAMBOOYA PROPERTIES PTY. LIMITED (CAN 003 566 158)
                        of level 11, 19-31 Pitt Street, Sydney

[D] The lessor leases to the lessee the property described above.
Encumbrances (if applicable)         1.         2.         3.         4.

[E] LESSEE

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                         L
                              TRANSMEDIA AUSTRALIA PTY. LTD (CAN 065 473 538) of
                              Level 14, 19-31 Pitt Street, Sydney

                              TENANCY:
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[F]

[G]   1.    TERM: Six (6) years
      2.    COMMENCING DATE: 1 September 1998
      3.    TERMINATING DATE: 31 August 2004
      4.    Together with and reserving the RIGHTS set out in ANNEXURE A.
      5.    Incorporates the provisions set out in ANNEXURE A hereto.

[H] DATE...23 September 1998.... We certify this dealing correct for the
purposes of the Real Property Act 1900.

The Common Seal of CAMBOOYA PROPERTIES PTY LIMITED (can 003 566 158) was here
unto affixed .................................................

by authority of the Board of its Directors and in the
presence of: .................................................
<PAGE>

 ......................................  ........................................
           Secretary                                    Director

The Common Seal of TRANSMEDIA AUSTRALIA PTY LTD
(CAN 065 473 538) was hereunto affixed by authority of the


 ................................................................................

Board of its directors and in the presence of:


 ....................................................


 ............/S/ R. Wong..............    ........./S/ T. Sakrzewski.............

STATUTORY DECLARATION

I solemnly and sincerely declare that the time for the exercise of the Option to
//21a//Renew//21b//Purchase* in expired lease No.//22// has ended and the lessee
under that lease has not exercised the option.
I make this solemn declaration conscientiously believing the same to be true and
by virtue of the Oaths Act 1900.
Made and subscribed at............in the State of................... on
 .....................19..... In the presence of


 ......................................
Signature of Witness


 ......................................
Name of Witness (BLOCK WITNESS)


 ......................................  ........................................
Address and Qualification of Witness    Signature of Lessor
<PAGE>

ANNEXURE 'A'

PART 1

DEFINITIONS

1.1   (a)   "Air conditioning Equipment" includes all compressors, condensers,
            chiller sets, pumps, pipework switchboards, wiring, thermostats,
            controls, cooling towers, air production and reticulation of chilled
            water and conditioned air in the Building.

      (b)   "Appurtenances" includes all water closets, lavatories, grease
            traps, water apparatus(7) wash basins, bathrooms, gas fittings,
            electrical fittings and apparatus, and other services contained in
            or about the Demised Premises or other parts of the Building as the
            context requires.

      (c)   "The Building" means the building or buildings erected upon the
            Land, of which the Demised Premises form part and substitutions
            therefore, alterations or modifications thereto and includes the
            Land upon which such Building is erected and all lands and buildings
            adjacent to or in the vicinity of the Building to be used in
            conjunction with the Building and where the context so admits any
            part thereof.

      (d)   "Commencement Date" means the date described on the front page of
            this Lease for the commencement of the Term.

      (e)   "Common Areas" means all those parts of the Building, if any, not
            demised or let to any lessee or occupant and intended for use by the
            lessees or occupants of the Building and each other and in
            particular (but without limiting the generality of the foregoing)
            includes the common parking areas from time to time provided by the
            Lessor for the Building and the driveways and walkways giving access
            thereto and therefrom and the malls, corridors, passageways,
            vestibules, stairways, elevators, toilets and washrooms in the
            Building.

      (f)   "Demised premises" means the premises described on the front page of
            this Lease together with any modifications, extensions and
            alterations thereto from time to time.

      (g)   "Fire Equipment" includes all stop cocks, hydrants, alarms, fire
            sprinkler systems or other fire prevention equipment in the
            Building.

      (h)   "Floor Area" means the aggregate area calculated to the nearest
            square meter of all floors including mezzanine floors or other
            structures measured in the case of external walls from their
            exterior face, in the case of dividing walls from their center in
            the Lessor's plans of the Building and in the case of other walls
            from their interior face without allowance or deduction on account
            of loading bays, showcases, liftwells, stairwells, escalators,
            bridges, columns, pillars, pipes or other obstacles contained within
            the boundaries (measured as aforesaid) of any premises The
            certificate of the Lessor's architects or surveyor shall be
            conclusive evidence of the Floor Area of the Demised Premises or any
            other part of the Building to which such certificate shall relate.
<PAGE>

      (i)   "Land" means the land described in the Certificate of Title referred
            to on the front page of this Lease.

      (j)   "Lessee" means and includes the Lessee, its successors and permitted
            assigns or being a person, his executors, administrators and
            permitted assigns and where not repugnant to the context the
            sublessees, invitees, contractors, servants and agents of the
            Lessee. Where the Lease to which this Memorandum applies is a
            Sub-lease, then "Lessee" shall mean "Sublessee" in its full context
            according to this Clause.

      (k)   "Lessor" means and includes the Lessor, its successors and assigns
            or, being a person, his executors, administrators and assigns and
            where not repugnant to the context the servants, agents and
            contractors of the Lessor. Where the Lease to which this Memorandum
            applies is a Sublease, then "Lessor" shall mean "Sublessor" in its
            full context according to this Clause.

      (l)   "Outgoings" - Outgoings for any year during the Term means the total
            aggregate amount of all costs, charges and expenses charged upon the
            Land or paid or payable by the Lessor arising by direct assessment
            or by virtue of any covenant in any head lease or for the payment of
            which the Lessor or Lessee may be or become liable or which may be
            paid by the Lessor during the Term by way of voluntary contribution
            in lieu of any taxes, rates, assessments, rents or other imposts to
            the extent to which an owner legally rateable or chargeable would
            have been liable to pay the same in respect of the Building, Land or
            the Demised Premises including but not limited to:

            (i) all rates, taxes, charges and impositions payable to any
            government, local or semi-government, or other authority (with the
            exception of income tax) including New South Wales land tax and any
            other tax assessed or charged against or to the Lessor by virtue of
            its ownership of land or its right to occupy the same whether by
            Parliament State or Federal or by any competent authority, Local
            Government or otherwise upon the basis of the rate as assessed to
            the Lessor with respect to the land upon which is situated the
            Demised Premises;

            (ii) all rates and charges payable to any government, local or
            semi-government, or other authority in relation to any of the supply
            of water, sewerage and the removal of waste and other garbage from
            the Land, the Building or the Demised Premises,

            (iii) all premiums for insurance against damage or destruction of
            the Building and Appurtenances for their full re-instatement value
            in relation to damage however occasioned and the cost of removal and
            disposal of debris and fire extinguishment costs;

            (iv) insurance premiums for public risk insurance for all Common
            Areas in the Building;

            (v) insurance premiums for worker's compensation insurance for all
            employees engaged in the cleaning, maintaining, lighting and
            repairing of the Common Areas of the Building;
<PAGE>

            (vi) all charges for gas, electricity, telephone, water (including
            for excess water) and public utilities servicing the Common Areas of
            the Building;

            (vii) all costs of repairs, maintenance and painting of and to the
            Demised Premises and the Building (excluding any work which amounts
            to a capital improvement) and the contributions to a sinking fund or
            other fund, if any, established to meet the same;

            (viii) all costs of the detection, prevention and eradication of
            rodents, pests, insects and vermin for all Common Areas;

            (ix) the cost of cleaning and servicing the car parks, Common Areas,
            signs and the interior and exterior of the Building (excluding the
            interior of the Demised Premises) including the cost of garbage
            removal and/or compacting service which is charged on account of the
            Building or the cost, interest charges and wages of operating any
            garbage removal and/or compacting service for the building;

            (x) all costs of management control and administration of the
            Building whether such management control and administration is
            performed at the Building or elsewhere and whether performed by the
            Lessor or by others;

            (xi) all costs and expenses of gardening, landscaping, and providing
            and maintaining decorative features in Common Areas, the Land and
            car parks;

            (xii) all costs and expenses of caretaking and security;

            (xiii) all costs and expenses associated with running, maintaining
            and servicing lifts, escalators, fire detection and extinguishing
            equipment, security equipment, toilets, water closets, washrooms and
            other equipment and the supply of towels and other toilet requisites
            within the Building including the cost of personnel to operate such
            services;

            (xiv) all repairs, maintenance and running costs in respect of the
            provision of air conditioning or evaporative cooling in the
            Building;

            PROVIDED THAT payments to be made under this Clause shall be
            adjusted for any assessment year or period which is broken by the
            Commencement Date or Termination Date of this Lease or as held over
            but shall be payable for the whole period of the assessment and the
            Lessor shall refund to the Lessee the proper proportion of the said
            payments should this Lease during the period of the assessment
            expire or be determined not through the default or breach of the
            Lessee

      (m)   "Term" means the term demised to the Lessee by this Lease.

      (n)   "Termination Date" means the date specified on the front page of
            this Lease as the date upon which the Term of the Lease terminates.
<PAGE>

      (o)   "Review Dates" means the dates (if any) specified in Item 3 of the
            Reference Schedule.

INTERPRETATION

1.2   (a)   Severability

      If any term, covenant or condition of the Lease or the application thereof
      to any person or circumstance shall be or become invalid or unenforceable,
      the remaining terms, covenants and conditions shall not be affected
      thereby and each term, covenant and condition of the Lease shall be valid
      and enforceable to the fullest extent permitted by law.

      (b)   Bodies and Associations

      References to any authorities associations, societies, clubs or bodies
      shall in the event of any such entities ceasing to exist or being
      reconstituted, renamed or replaced or the powers or functions of any of
      them being transferred to any other entity refer respectively to the
      entity established or constituted in lieu thereof or succeeding to the
      similar powers or functions.

      (c)   Implied Covenants

      The covenants implied by law (statutory or otherwise) are not negative but
      shall be deemed to have been modified (where so permitted) to the extent
      of any inconsistency with the provisions of the Lease.

      (d)   Plurals and Genders

      The singular shall include the plural and vice versa and words importing
      one gender shall include every gender.

      (e)   Contra Proferentum

      In the interpretation of this Lease, no rules of construction shall apply
      to the disadvantage of one party on the basis that that party put forward
      the Lease or any part thereof.

      (f)   Headings

      Headings have been inserted for guidance only and do not form any part of
      the context of this Lease.

      (g)   Statutes

      Reference to a statute or ordinance includes all regulations under and
      amendments to that statute or ordinance whether by subsequent statute or
<PAGE>

      otherwise and a statute or ordinance passed in substitution for the
      statute or ordinance referred to or incorporating any of its provisions.

      (h)   Joint and Several Covenants

      Any covenant or agreement on the part of two or more persons shall bind
      them jointly and severally

PART 2

RENT AND OUTGOINGS

2.1 The Lessee shall during the Term pay to the Lessor without demand from the
Lessor and without any deduction or set off whatsoever the annual rent set out
in Item 1 in the Reference Schedule PROVIDED THAT notwithstanding anything
herein contained the annual rent shall be reviewed in the manner set out herein
on the Review Dates. Such rent shall be paid in advance by regular and
consecutive monthly payments each equal 10 one-twelfth (1/12) of the annual rent
on the first day of each month in each year during the Term (except the first
and last payments which if necessary will be proportionate) the first payable on
the date specified in Item 1 of the Reference Schedule.

2.2 The Lessee shall pay during the Term the percentage specified in Item 2 of
the Reference Schedule of increases in annual Outgoings over the base year
stated therein.

2.3 As soon as practicable after 30th day of June in each year, the Lessor will
furnish the Lessee a Statement giving reasonable details of the Outgoings.
Except in the case of manifest error notified by either party to the other
within fourteen (14) days of the service of such Statement on the Lessee, such
Statement shall be conclusive evidence of the matters stated therein.

      (b)   Within twenty one (21) days of receipt by the Lessee from the Lessor
            of the Statement in writing of the amount of the Lessee's proportion
            of increases in Outgoings or of any particular part thereof, the
            Lessee shall pay such amount to the Lessor and it is hereby agreed
            and declared:

            (i)   that subject to paragraph (ii) of this Sub-clause the
                  liability of the Lessee to pay the Lessee's proportion of
                  increases in Outgoings shall not be determined or otherwise
                  prejudiced by the prior expiry of the Term of or other
                  determination of this Lease;

            (ii)  that if the Term of the Lease expires or if the Lease is
                  otherwise determined before the 30th day of June in any year
                  or if at such 30th day of June less than one (1) year of the
                  Term of the Lease has expired then the Outgoings all be deemed
                  to accrue from day to day and the Lessees proportion shall be
                  calculated accordingly.

      (c)   Notwithstanding the provisions of the foregoing, the Lessor may from
            time to time notify the Lessee of the Lessor's reasonable estimate
            of the Lessee's proportion
<PAGE>

            of increases in Outgoings for any period not exceeding one (1) year
            in advance of the estimate whereupon the Lessee will pay to the
            Lessor during such period such estimated proportion by equal monthly
            installments in advance on the days hereinbefore fixed for payment
            of the rent PROVIDED ALWAYS that upon computation of the Outgoings
            at the end of the then current year as aforesaid any necessary
            adjustment between the estimated and actual Lessee's proportion of
            increases in Outgoings shall be made and any refund to or for the
            payment by the Lessee shall be all owed or made by or the Lessor
            accordingly.

2.4 The rent hereby reserved may at the discretion of the Lessor he reviewed at
each Review Date specified in Item 3 of the Reference Schedule to an amount
calculated in accordance with Clause 2.5 following.

2.5.1 Market Rental Review

      (a)   The Lessor at any time within a period commencing sixty (60) days
            prior to a Market Review Date as nominated in Item 3(a) of the
            Reference Schedule and expiring not later than the Market Review
            Date immediately following the relevant Market Review Date may
            review and increase the annual rent to an amount which the Lessor
            considers would at the time of such review be the current market
            rent of the Demised Premises (or the relevant part thereof) as
            between a willing lessor and a willing lessee having regard to the
            Demised Premises (or the relevant part thereof) offered the
            provision of parking facilities (if any), the terms other than
            rental and all matters then relevant to the determination of such
            rental including but without in any way limiting the generality of
            the foregoing the Lessee's obligations (if any) to contribute to the
            additional amounts referred to in Clause 2.2 and subject to the
            following provisions of this Clause the amount so determined shall
            be the annual rent payable by the Lessee from the relevant Market
            Review Date PROVIDED THAT nothing in this Clause shall operate to
            reduce the rent payable hereunder and PROVIDED FURTHER THAT in the
            event that a Market Review Date is the same date as a C.P.I.
            Increase or Percentage Increase Review Date then the rental payable
            hereunder shall be the greater of the rentals calculated under
            Clause 2.5.2, 2.5.3 and under this Clause 2.5.1.

      (b)   The Lessor shall notify the Lessee in writing of the annual rent
            which the Lessor considers is the current market rent of the Demised
            Premises (or the relevant part thereof) and the Lessee shall have
            thirty (30) days from the date of receipt of such notice from the
            Lessor within which the Lessee may notify the Lessor in writing as
            to whether it disputes the current market rent determined by the
            Lessor as aforesaid. Should the Lessee not so notify the Lessor that
            it disputes the Lessor's assessment of the current market rent then
            the Lessee will be deemed to have accepted the Lessor's assessment
            of the current market rent as aforesaid and the Lessor's assessment
            of the current market rent shall be the annual rent payable from the
            relevant Market Review Date.

      (c)   In the event that the Lessee disputes the Lessor's assessment of the
            current market rent as aforesaid, such current market rent shall be
            determined by a valuer of the Australian Institute of Valuers & Land
            Economists - New South Wales Division (or its successor) registered
            so to act, agreed upon by the Lessor and by the Lessee
<PAGE>

            and such appointment shall be made within twenty one (21) days of
            receipt of the notice by the Lessor from the Lessee that the Lessee
            disputes the Lessor's assessment of the current market rent.

      (d)   The Lessor and the Lessee shall each instruct a valuer appointed in
            accordance with the provisions of this Clause to make a
            determination as to rent (including a statement as to how the
            determination was reached) within twenty one (21) days of
            appointment of the valuer as hereunder provided

      (e)   If the Lessor and the Lessee cannot agree on the appointment of a
            valuer in accordance with sub-clause (c) then a valuer appointed by
            the President of the Australian Institute of Valuers and Land
            Economists - New South Wales Division (or its successor) registered
            so to act shall be appointed and shall be instructed to make a
            determination as to rent (including a statement as to how the
            determination was reached) within fourteen (14) days of his
            appointment and his decision shall be final and binding on the
            Lessor and Lessee.

      (f)   Any valuer appointed in accordance with the foregoing provisions of
            this Clause 5.2.1 shall be deemed to be acting as an expert and not
            as an arbitrator and accordingly the provisions of the Commercial
            Arbitration Act, 1984 shall not apply

      (g)   All costs incurred in the determination of the annual rent pursuant
            to this Clause shall be borne in equal shares by the Lessor and the
            Lessee.

2.5.2 C.P.I. Increase Review

On each of the dates nominated in item 3(b) of the Reference Schedule as CPI
Review Dates the Annual Rental hereunder shall be increased to an amount per
annum equal to the amount represented by R in the formula:

            R = A * (B/C)

      where:

      R     means the annual rental payable for the period following the CPI
            Review Date.

      A     means the annual rental payable for the period just ended at the
            relevant CPI Review Date.

      B     means the Index Number last published before the relevant CPT Review
            Date

      C     means the Index Number last published before the commencement of the
            year immediately prior to the relevant CPI Review Date.

      Index Number means:

      a.    The Consumer Price Index Sydney (All Groups) Number published from
            time to time by the Australian Bureau of Statistics; or
<PAGE>

      b.    If the Consumer Price Index is suspended or discontinued then the
            Index Number shall mean the New South Wales male basic wage
            applicable in the City of Sydney;

      c.    If the system or the practice of the determination of the New South
            Wales male basic wage ceases then Index Number shall mean such index
            published at the date of this Lease and at the time of each
            variation of the rental by the Australian Bureau of Statistics which
            reflects fluctuations of the cost of living in Sydney and as may be
            agreed upon by the parties hereto or if the parties are unable to
            agree, as may be determined by the President of the Australian
            Institute of Valuers and Land Economists (Inc), New South Wales
            Division, or by some other person nominated by him, whose decision
            shall be conclusive and binding.

PROVIDED THAT nothing in this clause shall operate to reduce the rent payable
hereunder. 

2.5.3 Percentage Increase Rental Review

On each of the dates nominated in Item 3(c) of the Reference Schedule as
Percentage Increase Review Dates the Annual Rental hereunder shall be increased
to an amount per annum equal to the amount represented by R in the formula:

      R = A * (105/100)

      where;

      R     means the annual rental payable for the period following the
            Percentage Increase Review Date.

      A     means the annual rental payable for the period just ended at the
            relevant Percentage Increase Review Date.

      PROVIDED FURTHER nothing in this clause shall operate to reduce the rent
      payable hereunder.

PART 3

TERMINATION OR ABATEMENT ON DAMAGE

3.1 If the whole or any part of the Building shall be destroyed or damaged by
fire, flood, lightning, storm, tempest or other disabling cause without any
neglect or default on the part of the Lessee, its servants, agents or invitees
so as to render the Demised Premises during the Term substantially unfit for the
use and occupation of the Lessee or so as to deprive the Lessee of substantial
use of the same, then:-

      (a)   The Lessor shall have the option within ninety (90) days after such
            destruction or damage by notice in writing to the Lessee either to
            terminate the Lease if it is impracticable or undesirable to restore
            or rebuild the Demised Premises or to restore or rebuild the
            Building whether or not the Demised Premises are affected or not by
            such disabling cause The Lessor shall not be obliged to restore or
            rebuild the Demised Premises or the Building according to the former
            specifications so long as
<PAGE>

            the total Floor Area of the Demised Premises is not less than the
            total Floor Area of the Demised Premises immediately prior to the
            damage or destruction and subject to the requirements of Council or
            other authority the location of the Demised Premises as altered is
            in substantially the same position as that of the Demised Premises
            immediately prior to the damage or destruction and with similar
            exposure and accessibility and the materials employed are not of
            inferior aesthetic appearance to the materials formerly used. In the
            event that the Lessor does not exercise its option within the ninety
            (90) day period, then the Lessee may by notice in writing to the
            Lessor terminate the Lease No liability shall attach to the Lessor
            or to the Lessee by reason of a termination pursuant to this
            Sub-clause but such termination shall be without prejudice to the
            rights of either party in respect of any antecedent breach or
            non-observance of any covenant, condition or provision of this
            Lease.

      (b)   In the event that the Lessor elects to restore and rebuild the
            Demised Premises and has not commenced and continued the rebuilding
            or restoration within nine (9) months of the event of damage or
            destruction, then either the Lessor or the Lessee may by notice in
            writing to the other terminate this Lease and on the giving of such
            a Notice this Lease shall be at an end. No liability shall attach to
            the Lessor or to the Lessee by reason of a termination pursuant to
            this Sub-clause but such termination shall be without prejudice to
            the rights of either party in respect of any antecedent breach or
            non-observance of any covenant, condition or provision of this
            Lease.

      (c)   The Lessee shall during any period of restoration or rebuilding of
            the Demised Premises or of any part of the Building continue the
            operation of its business in the Demised Premises so far as it may
            be reasonably practicable for the Lessee to do so having regard to
            the nature and extent of the Lessee's business and the nature and
            extent of the damage sustained.

      (d)   Upon the happening of any such damage or destruction as aforesaid,
            the rent (or a proportionate part according to the extent of damage
            sustained) for the period of reconstruction shall abate until the
            Demised Premises shall have been reinstated or made fit for use and
            occupation provided that notwithstanding anything in this Clause
            expressed or implied:-

            (i)   rent shall not abate if the destruction or damage was caused
                  or contributed to by the Lessee or any person claiming through
                  or under the Lessee and the damage is not covered by insurance
                  of the Building; and if the damage is covered by the insurance
                  of the Building, the Lessee shall be liable for the amount, if
                  any by which the rent is greater than the compensation
                  provided under the policies of insurance;

            (ii)  the aforesaid abatements shall only apply for so long as the
                  Lessor is receiving the benefit of the policy of insurance or
                  loss of rents required to be taken out by the Lessee pursuant
                  to Clause 11.1(c) of this Lease.

      (e)   In the event of any dispute arising out of this Clause, the same
            shall be referred to arbitration under the provisions of the laws
            for the time being in force in the State of New South Wales.
<PAGE>

PART 4

RESUMPTIONS

4.1   (a)   In the event of the whole or any part of the Demised Premises being
            resumed or otherwise being permanently taken for public purposes by
            a competent authority with the effect that the Lessee's use of the
            Demised Premises is thereby adversely affected in a material manner,
            then the Lessee may by notice in writing to the Lessor terminate
            this Lease and on the giving of such a notice this Lease shall be at
            an end. No liability shall attach to the Lessor or to the Lessee by
            reason of a termination pursuant to this Sub-clause but such
            termination shall be without prejudice to the rights of either party
            in respect of any antecedent breaching or non-observance of any
            covenants, conditions or provision of this Lease and without
            prejudice to the right of the Lessee to claim compensation from the
            resuming authority for the injurious affection suffered by the
            severance of the resumed part of the Demised Premises from the
            remainder thereof.

      (b)   In the event of the whole or any part of the Demised Premises being
            resumed or otherwise taken for public purposes by a competent
            authority and the Lessee gains no right to terminate or refrains
            from exercising the right to terminate in accordance with Sub-clause
            (a), then as from and including the date of such resumption or other
            taking and for so long as that resumption or other taking
            detrimentally affects the Lessee's use of the Demised Premises, the
            Lessee shall not be entitled to an abatement of rent unless the
            Lessor otherwise agrees.

PART 5

USE OF PREMISES

5.1 Permitted Use

The Lessee shall not without the prior written consent of the Lessor, use or
permit to be used the Demised Premises for any purpose other than for the
purpose specified in Item 4 of the Reference Schedule nor trade under any
business name or names not previously approved by the Lessor and will not use or
permit to be used the Demised Premises for any purpose or purposes which are
prohibited by the zoning of the Land or which are not approved by the relevant
local government authority or is prohibited by any statute, ordinance,
proclamation, order or regulation, present or future.

5.2 No Noxious Use

The Lessee will not permit any noxious, immoral, noisome, offensive or illegal
art, trade, business, occupation or calling at any time during the Term to be
exercised, carried on, permitted or suffered in or upon the Demised Premises and
the Lessee will not permit any act, matter or thing whatsoever at any time
during the Term to be done in or upon the Demised Premises which shall or may
cause annoyance, nuisance, grievance, damage or disturbance to other persons and
without limiting the generality of the foregoing, will not permit or suffer the
escape of excessive pollution emissions of whatsoever nature in or from the
Demised
<PAGE>

Premises and will in this respect comply with all directions and requirements of
the Lessor, the State Pollution Control Commission, the Department of Industrial
Relations, the Department of Environment and Planning, the Water Board and any
other responsible authority.

5.3 Use of Appurtenances

The Lessee shall not use or permit to be used the Appurtenances for any purpose
other than those for which they were constructed and shall not place or permit
to be placed therein any sweepings, rubbish, rags or other deleterious
substances.

5.4 Drains and Wastes

The Lessee shall keep and maintain the waste pipes, drains and conduits
originating in or connected to the Demised Premises in a clean, clear and
freeflowing condition.

5.5 Interference with Services

The Lessee shall not interfere with any drains, water supply, gas, electrical,
plumbing or other services in the Building or in the Demised Premises.

5.6 Holing of Walls

The Lessee shall not cut, make holes in, mark, deface, drill or damage nor
suffer to be cut, holed, marked, defaced, drilled or damaged the Appurtenances,
walls, ceilings or floors of the Demised Premises or the Building without the
prior written consent of the Lessor, which consent shall not be unreasonably
withheld provided that the Lessee will reinstate any such Appurtenances, walls
ceilings or floors at the end of the term to their condition at the commencement
of this Lease.

5.7 Public Address System

The Lessee shall not erect, operate or place or permit to be erected, operated
or placed in the Demised Premises or the Building any radio or television
receiver, loud speaker, amplifier or other similar device, without the prior
consent in writing of the Lessor, which consent shall not be unreasonably
withheld provided that the premises are reinstated at the end of the term to
their condition at the commencement of this Lease and provided that no nuisance
resulting from any such device is caused to any other occupant of the building.

5.8 Cleaning

The Lessee will during the Term at its own cost cause the Demised Premises to be
cleaned by a contractor nominated by the Lessor in a proper and workmanlike
manner to the reasonable satisfaction of the Lessor and from time to time will
remove and take away or cause to be removed or taken away from the Demised
Premises all refuse in accordance with the requirements of the local council or
other responsible authority and of the Lessor.
<PAGE>

5.9 Location of Refuse

The Lessee shall not permit any garbage, refuse, rubbish containers or other
waste materials to be in any place where they may be visible from the Common
Areas.

5.10 Removal of Wet Refuse

The Lessee shall at its own cost cause any wet refuse to be removed daily from
the Demised Premises.

5.11 Removal of Other Refuse

The Lessee shall at its own cost cause to be removed from the Demised Premises
from time to time all packing materials, cartons, containers and other waste
materials of every description.

5.12 Overloading of Floors

The Lessee shall observe the maximum floor loading weights as determined by the
Lessor and shall not permit the floors of the Demised Premises to be broken,
strained or damaged by overloading the same in any manner howsoever.

5.13 Inflammable Substances

The Lessee shall not bring upon or store in the Demised Premises any explosive
or any inflammable or corrosive fluids or chemicals.

5.14 Installation of Machinery

The Lessee will not bring upon the Demised Premises any heavy, noisy or
vibrating machinery or other plant, fittings or equipment (including safes)
without the prior written consent of the Lessor and in no event shall any such
machinery, plant, fittings or equipment be of such nature or size as to cause
any structural or other damage to the floors or walls or any other parts of the
Demised Premises or the Common Areas and the Lessor may direct the routing,
installation and location of all such machinery, plant, fittings and equipment
and the Lessee shall observe and comply with all such directions.

5.15 Light and Air

The Lessee shall not at any time do or permit to be done anything whereby any of
the skylights, ventilators and windows reflecting or admitting light or air into
the Building or the Demised Premises are covered or obstructed.

5.16 Animals

The Lessee shall not keep nor permit to be kept any animals or birds in the
Demised Premises or the Building.
<PAGE>

5.17 Disposal of Rubbish

The Lessee shall not throw nor permit any person to throw any matter or thing
out of the windows or doors or down any shafts, passages or skylights of the
Building or anywhere into the Common Areas.

5.18 Notice of Damage

The Lessee shall advise the Lessor promptly in writing of any damage sustained
to or defect of the Demised Premises or of the defective operation of any of the
Fire Equipment, Air Conditioning Equipment, lifts, escalators or Appurtenances
(if any).

5.19 Fittings and Fixtures

The Lessee shall at its own expense fit out the Demised Premises with the
machinery, fittings and fixtures necessary for the business of the Lessee in a
safe manner and will keep such machinery, fittings and fixtures in good repair
and condition and properly stocked and attended to. The Lessee shall at its own
cost keep and maintain its machinery, fittings and fixtures in and about the
Demised Premises in good and efficient working order and condition.

5.20 Display Windows

The Lessee shall keep the display windows (if any) in the Demised Premises in a
thorough state of cleanliness and dressed at all times and shall keep the same
electrically lighted at all times when the Building is open. "Display windows"
include those parts of the interior of the Demised Premises used for the display
of merchandise and visible from the Common Areas.

5.21 Glass and Signs

The Lessee shall promptly and at its own cost repair or replace all broken
cracked or damaged glass and signs in or about the Demised Premises.

5.22 Doors, Locks and Windows

The Lessee shall at its own cost keep and maintain the gates, shutters, doors
locks, windows and window fittings of the Demised Premises in good and efficient
working order and condition and at the termination of the Lease shall deliver to
the Lessor all keys to the Demised Premises.

5.23 Bulbs, Tubes and Illuminated Signs

The Lessee shall at its own cost promptly replace all broken or faulty light
bulbs, tubes and all associated fittings in or about the Demised Premises.

5.24 Roof and External Walls

The Lessor shall at its own expense keep and maintain the roof and external
walls of the Building containing the Demised Premises in a good state of repair.
<PAGE>

5.25 Painting of Interior

The Lessee shall at its own cost paint in a proper and workmanlike manner those
parts of the Demised Premises which have at any time previously been painted at
least once in every period of six (6) years and in any event during the last
year of the Term of the Lease with not less than two (2) coats of first quality
paint in the original colours thereof or in such other colours as may be
approved of in writing by the Lessor and the Lessee shall produce receipts or
such other evidence of painting in accordance with this covenant as the Lessor
may reasonably require upon demand.

5.26 Inspection by Lessor

The Lessor may by itself or its agents and with or without workmen and others at
all reasonable times upon reasonable notice except in case of emergency enter
upon and view the state of repair of the Demised Premises and leave upon the
Demised Premises a notice in writing requiring the Lessee to carry out any
repairs or maintenance which are the responsibility of the Lessee under the
Lease and the Lessee shall forthwith repair any defects in accordance with the
terms of the Lease.

5.27 Requirements of Public Authorities

The Lessee will insofar as it is possible for the Lessee forthwith comply with
all statutes, ordinances, proclamations, orders and regulations present or
future affecting or relating to the Demised Premises or the use thereof and with
all requirements which may be made or notices or orders which may be given by
any governmental, semi-governmental, city, municipal, health, licensing or any
other authority having jurisdiction or authority in respect of the Demised
Premises or the use thereof, PROVIDED THAT this covenant shall not impose on the
Lessee any obligation in respect of any structural maintenance replacement or
repair except where same is rendered necessary by any act, neglect, default or
omission on the part of the Lessee or by the Lessee's use or occupancy of the
Demised Premises.

5.28 Pest Control

The Lessee will take all reasonable precautions to keep the Demised Premises
free of rodents, vermin, insects, pests, birds and animals and in the event of
failing so to do will if so required by the Lessor but at the cost of the Lessee
employ from time to time or periodically pest exterminators approved of by the
Lessor (such approval not to be unreasonably withheld).

5.29 Infectious Illness

The Lessee will in the event of it becoming aware of any infectious illness
occurring in the Demised Premises forthwith give notice of that illness to the
Lessor and to the proper public authorities and at the expense of the Lessee
will thoroughly fumigate and disinfect the Demised Premises to the satisfaction
of the Lessor and relevant public authorities and otherwise comply with their
lawful requirements in regard to the same.
<PAGE>

5.30 Notice of Defects

Upon it becoming aware of the same, the Lessee will give to the Lessor prompt
notice in writing of any accident to or defect or want of repair in any services
to the Demised Premises and of any circumstances relative to the Demised
Premises likely to be or to cause any danger, risk or hazard to the same or to
any person.

5.31 Exterior Signs

The Lessee will not without the prior approval in writing of the Lessor (such
approval to be in the Lessor's absolute discretion) erect, display, affix or
exhibit on to the exterior of the Building or any part of the interior thereof
or any part of the Demised Premises any signs, lights, embellishments,
advertisements, television or wireless antenna or mast, awning or canopy, names,
notices, partitions, furniture, fixtures, fittings or other items visible from
outside the Demised Premises and shall make good all damage so caused and upon
the termination of the Term shall remove all such signs, advertisements,
embellishments, any partitions, furniture, fixtures, fittings or other items and
make good any damage caused to the Demised Premises or the Building.

For avoidance of doubt and without limiting the foregoing, the Lessee shall not
without the prior written approval of the Lessor (such approval to be in the
Lessor's absolute discretion) erect, display or fix to the facade of the
Building or in the immediate vicinity thereof, any blinds, curtains, screens or
any other item which may obscure the facade of the Building or in any manner is
visible from the exterior of the Building.

5.32 Auctions

The Lessee shall not without the prior written consent of the Lessor which
consent may be withheld at the absolute discretion of the Lessor use or permit
or suffer any other person to use the Demised Premises for any auction bankrupt
or fire sale.

5.33 Pick Up and Delivery

The Lessee shall not permit trade vehicles while being used for delivery and
pick up of merchandise to be driven parked or stopped at any place or time
within the Building except such place or places and at such time or times as the
Lessor may specifically allow.

5.34 Easements etc.

The Lessor shall be entitled for the purpose of the provision of support of
structures hereafter erected on or from adjoining lands or of services
(including water, drainage, gas and electricity supply and telephonic and
electronic communication services) to grant easements or enter into any
arrangement or agreement with any of the owners, lessees, tenants or occupiers
or others interested in any land adjacent or near to the Demised Premises or
with any public authority as the Lessor thinks fit and it may likewise for such
aforesaid purpose dedicate land or transfer grant or create any easement
privilege or other right in favour of such parties or in favour of any such
adjoining or neighbouring land or any public authority over or affecting the
Demised Premises and this Lease shall be deemed to be subject to any such
agreement, arrangement, right, easement or privilege. Notwithstanding the
reservation
<PAGE>

contained in this Clause, the Lessor in the exercise of the rights herein
conferred shall not dedicate land or transfer, grant or create any easement
privilege or other right to any other person which shall substantially and
permanently derogate from the enjoyment of rights conferred on the Lessee by
this Lease.

PART 6

ASSIGNMENT

6.1 Restrictions on Assignments, Etc.

The Lessee will not during the continuance of this Lease assign, transfer,
demise, sublet, part with or share the possession of, or grant any license
affecting or mortgage, charge or otherwise encumber or deal with the Lessee's
interest in the Demised Premises or by any act or deed procure any of the
foregoing other than as hereinafter set out:-

      (a)   Any assignment or transfer shall be deemed not to be a breach of the
            foregoing provisions of this Clause if prior thereto the Lessee
            either has not committed any default under this Lease or has
            committed a default under this Lease which has been waived or
            excused or remedied and if prior thereto:-

            (i)   the Lessee has proved to the reasonable satisfaction of the
                  Lessor that the proposed assignee or transferee (hereinafter
                  called the "Ingoing Lessee") is a respectable responsible and
                  solvent person of sound financial standing capable of carrying
                  on the business carried on by the Lessee on the Demised
                  Premises and, if required by law, has obtained the prior
                  written approval of the relevant local authority to its
                  proposed use of the Demised Premises;

            (ii)  the Ingoing Lessee has entered into a covenant with the Lessor
                  in the form required by the Lessor that he will duly perform
                  and observe the covenants and agreements on the Lessee's part
                  contained in this Lease;

            (iii) the Ingoing Lessee has furnished the Lessor with such
                  guarantee or guarantees of the performance of his obligations
                  under this Lease as the Lessor reasonably requires;

            (iv)  the Lessee has entered into a deed in the form required by the
                  Lessor under which the Lessee releases the Lessor from all
                  claims against the Lessor in respect of, or in any way arising
                  from, this Lease; and

            (v)   the Lessee has paid all reasonable fees and expenses incurred
                  by the Lessor in connection with the investigation of the
                  proposed Ingoing Lessee and otherwise relating to the proposed
                  assignment. * Following such assignment or transfer, the
                  Lessor shall enter into a deed in the form reasonably required
                  by the Lessee under which the lessor releases the Lessee who
                  has assigned or transferred as aforesaid (but not the in-going
                  lessee) from all claims against the Lessee in respect of or in
                  any way arising from this lease by reason of any act or
                  omission occurring after the date of the assignment or
                  transfer.
<PAGE>

      (b)   For the purpose of this Clause any change in the shareholding of the
            Lessee (if a company) altering the effective control of the Lessee
            from that existing at the date of commencement of this Lease or (in
            the case of an assignee) from that existing at the date of the
            assignment of this Lease to that Lessee shall be deemed an
            assignment of this Lease.

      (c)   For the purposes of this Clause any change in the ownership of a
            majority of the units in a trust (if any) of which the Lessee is the
            trustee from that existing at the date of commencement of this Lease
            (or, in the case of an assignee from that existing at the date of
            the assignment of this Lease to that Lessee) shall be deemed an
            assignment of this Lease. PROVIDED THAT this provision will not
            apply to any license or sublease to Transmedia Europe Inc
            ("Transmedia Europe") or Transmedia Asia Pacific Inc ("Transmedia
            Asia") or any corporation in which Transmedia Europe or Transmedia
            Asia directly or indirectly hold a shareholding of more than 40%
            (and including any corporation which results from a merger of
            Transmedia Europe and Transmedia Asia).

PART 7

MAINTENANCE, REPAIR, ALTERATIONS, ETC.

7.1 Repair of Demised Premises

The Lessee shall at its own cost during the whole of the Term and for so long as
the Lessee may remain in possession or occupation of the Demised Premises when,
where and so often as need be maintain, replace, repair and keep the whole of
the Demised Premises and Appurtenances in good and substantial repair, working
order and condition (having regard to their condition at the commencement of the
Lease), damage by explosion, earthquake, aircraft, riot, civil commotion, fire,
flood, lightning, storm, tempest and reasonable wear and tear, Act of God and
war damage only excepted unless any insurance moneys are irrecoverable by the
Lessor through the neglect, default or misconduct of the Lessee, its servants,
agents, contractors, other invitees and persons claiming through the Lessee and
in such repair, order and condition (except as aforesaid) the Lessee shall
peaceably surrender and yield up to the Lessor the whole of the Demised Premises
at the expiration or sooner determination of the Lease.

7.2 The Lessee shall, without affecting the generality of Clause 7.l, at the
Lessees expense:-

      (a)   paint the Demised Premises as required by Clause 5.25 herein and in
            addition, at the expiration of the Term, paper or otherwise
            appropriately treat with materials and to standards reasonably
            determined by the Lessor such parts of the Demised Premises which
            have or ought to have been so papered or treated;

      (b)   keep the equipment of the Lessee maintained, clean and in good order
            and repair and keep in good condition all fittings, plant,
            furnishings and equipment of the Lessee;

      (c)   make good any breakage, defect or damage to the Demised Premises or
            its Appurtenances, the Building or to any adjoining premises or any
            facility or appurtenance thereof occasioned by want of care, misuse
            or abuse on the part of the
<PAGE>

            Lessee, its servants, agents, contractors, other invitees and
            persons claiming through the Lessee or otherwise occasioned by any
            breach or default by the Lessee hereunder or under any rules or
            regulations hereto;

      (d)   keep such of the standard carpets and floor coverings in the Demised
            Premises and such of the blinds and curtains therein (if any) as are
            supplied by the Lessor in good and tenantable repair and condition,
            reasonable wear and tear excepted, and the Lessor shall not be
            liable for any damage done thereto arising from use in any way
            inconsistent with the occupation of the Demised Premises for the use
            hereinbefore permitted and/or the neglect, default or misconduct of
            the Lessee or of any servant, agent, contractor or other invitee of
            the Lessee or any person claiming through the Lessee;

      (e)   where the Demised Premises are used for retail purposes, when and so
            often as need shall be maintain, repair and keep the shop front,
            doors and windows in good and substantial repair, working order and
            condition.

7.3 Alterations

The Lessee shall not without the previous consent in writing of the Lessor make
or suffer or permit to be made any alterations or additions to or redecorate or
paint the Demised Premises or its Appurtenances (including but without limiting
the generality hereof the partitions and floor coverings), such consent not to
be unreasonably with-held.

7.4 Partitioning

      (a)   The Lessee shall use internal partitions within the Demised Premises
            only of such standard as to type, quality, colour and size as the
            Lessor shall decide and which shall be installed in the Demised
            Premises by a builder approved of by the Lessor under the
            supervision of an architect approved by the Lessor and the Lessee
            covenants not to make any additions or alterations to the partitions
            except according to the said standards and supervision and with the
            prior approval in writing of the Lessor all such approvals not to be
            unreasonably withheld.

      (b)   The cost of internal partitions within the Demised Premises and the
            cost of installation thereof including all doors, vents, glass and
            other items included in or incidental to the same and the cost of
            all additional lights and power outlets and switches and telephone
            outlets and alterations and/or additions to the air conditioning
            and/or sprinkler installations or fire alarm systems which may be
            required by law and/or by reason of the position of any such
            partitions or the particular requirements of the Lessee together
            with all architect's and other consultant's fees incurred in
            connection with the same shall be borne by the Lessee.

      (c)   Such partitions shall be and remain the property of the Lessee who
            shall be responsible for all maintenance and insurance thereof and
            if so required by the Lessor such partitions shall be removed by the
            Lessee from all parts of the Demised Premises vacated by the Lessee
            at or prior to the expiration of the Lease and in default thereof
            the Lessor may at the expense of the Lessee remove and dispose of
            the same provided that any such partitions not so removed by the
            Lessee by that date shall become the
<PAGE>

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

7.5 Lessor May Enter to Repair

The Lessor shall have the right for itself and all those authorized by it upon
reasonable notice (except in case of emergency when no notice shall be required)
and at all reasonable times to carry out any works or make any repairs,
alterations or additions to, and to enter upon all or any part of the Demised
premises, and to use the same for the purpose of effecting or carrying out any
repairs, alterations or additions or other work which the Lessor may consider
necessary or desirable to any part of the Building or any buildings adjacent
thereto from time to time.

7.6 Default in Repairing

In default of the Lessee repairing any defect according to reasonable notice
including such notice under Part 5.26 herein the Lessor by itself and/or those
authorized by it may enter the Demised Premises and execute at all reasonable
times all or any of the required repairs as the Lessor may think fit, and in
addition to the Lessor's other remedies, recover from the Lessee the cost of
such repairs as the Lessee ought to have effected, including all sums paid on
account of any insurance; indemnities or compensation under the Worker's
Compensation Act or otherwise with respect thereto.

7.7 Requirements of Public Authorities

Without prejudice to the obligations of the Lessee under this Lease, the Lessor
by itself and all those authorized by it may enter the Demised Premises at all
reasonable times upon reasonable notice except in case of emergency with workmen
and others and all necessary materials and appliances for the purpose of
complying with the terms of any present or future legislation affecting the
Demised Premises or the Building or of any notice by any authority having
jurisdiction or authority over or in respect of the Demised Premises or the
Building in respect of the destruction of insects, rodents or other pests or for
the carrying out of any repairs, alterations or works (including the provision
of air conditioning, sprinklers, lighting, power, telephone and other services
to the Lessee and other lessees of the Building for which purpose the Lessor may
from time to time require access to the service ducts, walls, floors and
ceilings and the Demised Premises) and also for the purpose of exercising the
powers and authorities of the Lessor hereunder. In exercising its rights under
this Clause, the Lessor shall ensure that as little disturbance as possible is
caused to the Lessee in its use of the Demised Premises.

PART 8

AIR CONDITIONING, LIFTS, ETC.

8.1 Where any Air Conditioning Equipment is provided or installed in the
Building or the Demised Premises by the Lessor:-

      (a)   the Lessor shall use reasonable endeavors to keep the Air
            Conditioning Equipment
<PAGE>

            working and reasonably available for the use of the Lessee (delays
            or stoppages due to repairs, maintenance, accidents, strikes or
            other unavoidable causes beyond the Lessor's control excepted);

      (b)   the Lessee will at all times comply with and observe the reasonable
            requirements of the Lessor in relation to the Air Conditioning
            Equipment and will not do or permit or suffer to be done anything in
            relation to the same or otherwise in relation to the use or
            ventilation of the Demised Premises which might interfere with or
            impair the efficient operation of such Air Conditioning Equipment in
            the Demised Premises or the Building; and

      (c)   subject to the Lessor providing quiet enjoyment to the Lessee should
            the Air Conditioning Equipment for the time being installed in the
            building or the Demised Premises fail to function for any reason the
            Lessee shall not by reason of any such failure be entitled to
            terminate this Lease nor shall the Lessee have any right of action
            or claim for compensation or damages against the Lessor in respect
            thereof.

8.2 The Lessor shall endeavor to keep the lift(s) and/or escalators (if any) in
the Building operable at all times and shall otherwise endeavor to keep the
lift(s) and/or escalators working and in good order and repair and reasonably
available for the use of the Lessee (always excepting delay and stoppage due to
repairs, maintenance, accident, strikes or other unavoidable causes beyond the
Lessor's control).

8.3 Subject to the Lessor providing quiet enjoyment to the Lessee, should the
lift(s) and/or escalators fail to operate for any reason, the Lessee shall not
by reason of any such failure be entitled to terminate the Lease nor shall the
Lessee have any right of action or claim for compensation or damages against the
Lessor in respect thereof.

PART 9

ELECTRICITY AND OTHER SERVICES

9.1 The Lessee will make its own arrangements for the supply of electricity to
and the installation of telephone and like services in the Demised Premises.

9.2 The Lessee will duly and punctually pay all charges for electricity,
telephone, excess water or water separately metered and supplied to the Demised
Premises.

9.3 The Lessee will duly and punctually pay all its trade creditors and others
supplying it with goods or services during the Term.

9.4 Should the Lessee make default in the payment of any of the charges or
accounts herein before referred to, then the Lessor may at its option pay the
same and recover any amounts so paid as if the same were overdue rent.

PART 10
<PAGE>

OPTION FOR RENEWAL

10.1 If the Lessee shall desire to take a new lease of the Demised Premises for
a further term or terms as specified in Item 5 of the Reference Schedule from
the expiration hereof and prior to such expiration gives to the Lessor not less
than three (3) months notice in writing thereof and shall during the Term have
duly and punctually paid the rent reserved by this Lease at the proper times
thereof and shall during such Term have strictly observed and performed the
covenants and conditions and agreements on the part of the Lessee contained in
this Lease, then the Lessor will at the cost of the Lessee grant to the Lessee a
renewed lease of the Demised Premises for a further term as specified in Item 5
of the Reference Schedule from the expiration hereof at the rent stated in a
revised Reference Schedule. The Lease for the further term shall otherwise
contain the same terms and conditions mutatis mutandis as are herein stated
except that:-

      (a)   this present covenant for renewal shall be omitted;

      (b)   the Reference Schedule shall be duly amended to incorporate the new
            rent, rent review dates and amount of bank guarantee, etc. The rent
            payable during the first year of the renewed term shall be the then
            current market rental of comparable premises demised irrespective of
            the use thereof according to the terms of this Lease (except
            excluding Clause 5.1 hereof relating to the use of the Demised
            Premises) as between a willing lessor and a willing lessee having
            regard to the Demised Premises offered, the provision of parking
            facilities (if any), the terms other than rental and all matters
            then relevant to the determination of such rental including but
            without in any way limiting the generality of the foregoing the
            Lessee's obligations (if any) to contribute to the additional
            amounts referred to in Clause 2.2 and subject to the following
            provisions of this Part the amount so determined shall be the annual
            rent payable by the Lessee from the commencement of the renewed term
            PROVIDED THAT nothing in this clause shall operate so as to reduce
            the rent payable hereunder.

            (i)   The Lessor shall notify the Lessee in writing of the annual
                  rent which the Lessor considers is the current market rent of
                  the Demised Premises and the Lessee shall have thirty (30)
                  days from the date of receipt of such notice from the Lessor
                  within which the Lessee may notify the Lessor in writing as to
                  whether it disputes the current market rent determined by the
                  Lessor as aforesaid. Should the Lessee not so notify the
                  Lessor that it disputes the Lessor's assessment of the current
                  market rent then the Lessee will be deemed to have accepted
                  the Lessor's assessment of the current market rent as
                  aforesaid and the Lessors assessment of the current market
                  rent shall be the annual rent payable from the commencement of
                  the renewed term.

            (ii)  In the event that the Lessee disputes the Lessor's assessment
                  of the current market rent as aforesaid, such current market
                  rent shall be determined by a valuer of the Australian
                  Institute of Valuers & Land Economists - New South Wales
                  Division (or its successor) registered so to act, agreed upon
                  by the Lessor and the Lessee and such appointment shall be
                  made within twenty-one (21) days of receipt of the notice by
                  the Lessor from the Lessee that the Lessee disputes the
                  Lessor's assessment of the current market rent.
<PAGE>

            (iii) The Lessor and the Lessee instruct any valuer appointed in
                  accordance with the provisions of this Clause to make a
                  determination as to rent (including a statement as to how the
                  determination was reached) within twenty-one (21) days of
                  appointment of the valuer as hereunder provided.

            (iv)  If the Lessor and the Lessee cannot agree on the appointment
                  of a valuer in accordance with sub-clause (ii) hereof then a
                  valuer appointed by the President of the Australian Institute
                  of Valuers and Land Economists -New South Wales Division (or
                  its Successor) registered so to act shall be appointed to
                  determine the rent and shall be instructed to make any such
                  determination (including a statement as to how the
                  determination was reached) within fourteen (14) days of his
                  appointment and his decision shall be final and binding on the
                  Lessor and Lessee.

            (v)   Any valuer appointed in accordance with the foregoing
                  provisions of this Clause 10.1 shall be deemed to be acting as
                  an expert and not as an arbitrator and accordingly the
                  provisions of the Commercial Arbitration Act, I984 shall not
                  apply.

            (vi)  All costs incurred in the determination of the annual rent
                  pursuant to this Clause shall be borne in equal shares by the
                  Lessor and the Lessee.

            (vii) The Lease for such extended term shall be prepared by the
                  Lessor's solicitors and the costs thereof and of obtaining any
                  relevant consent thereto shall be borne by the Lessee.

10.2 If the Lessor shall sell the Land or the Building or otherwise dispose of
the reversion of this Lease prior to the exercise of any option herein contained
the Lessor may at its own expense procure from such purchaser or disponee a
covenant in favour of the Lessee that such purchaser or disponee shall observe
and be bound by the provisions of this part of the Lease and the execution and
the delivery to the Lessee of any such covenants shall be accepted by the Lessee
in full satisfaction and in discharge of the Lessor's personal obligation to the
Lessee to grant any option.

PART 11

INSURANCE

11.1 The Lessee will:-

      (a)   at its own expense insure and keep insured its plant, fittings
            fixtures and stock-in-trade contained in or about the Demised
            Premises to the full insurable value against loss or damage
            occasioned by fire, fire fighting activities, fusion, explosion,
            lightning, civil commotion, storm, tempest, earthquake, burglary and
            malicious damage and shall produce such insurance policy and the
            receipted premium notices to the Lessor upon demand;
<PAGE>

      (b)   at its own expense, effect and keep current at all times during the
            Term public risk insurance relating to the Demised Premises in the
            amount of fifteen million dollars ($15,000,000.00) or for such
            greater amount from time to time as the Lessor and Lessee may
            reasonably agree and failing agreement as the Lessor may reasonably
            require;

      (c)   at its own expense effect and keep current during the Term, loss of
            rents insurance for a minimum of twelve (12) months for an amount of
            not less than the rent, rates, taxes and other amounts (including
            but not limited to any amounts payable under Clause 11.1 hereof), if
            any, payable under this Lease;

      (d)   effect and keep current during the Term, an unlimited worker's
            compensation policy covering all persons employed by the Lessee
            including its servants, agents and invitees;

      (e)   at its own expense, insure and keep insured for its full insurable
            value all glass in or about the Demised Premises against breakage.

11.2 The Lessee shall be deemed to have complied with its obligations in Clause
11 - 1 (a) if it procures a sub-lessee to effect such insurance on its behalf.

11.3 General Insurance Provisions, Damage to Demised Premises and Termination of
Lease

All insurances referred to in Clause 11.1 above are to be effected in the joint
names of the Lessor and Lessee with an insurer approved by the Lessor in writing
(such approval not to be unreasonably withheld) and the Lessee shall punctually
pay all premiums necessary for the purpose and whenever required will produce to
the Lessor the policies of insurance and the receipt for the last premium.

11.4 Heating and Energy

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

11.5 Insurance Not to be Avoided

The Lessee will not at any time during the Term do, permit or omit or suffer to
be done, permitted or omitted any act, matter or thing upon the Demised Premises
or the bringing or keeping of anything therein whereby any insurance relating to
the Demised Premises against damage by fire and other risks as aforesaid may be
rendered void or voidable or whereby the rate of premium on any such insurance
premiums shall be liable to be increased.

11.6 Fire Regulations

The Lessee will at all times and at its own cost comply with all regulations or
requirements of any statutory authority and the proper requirements of any
interested insurer in respect of sprinklers and other fire prevention equipment
and installations (including alarms) in the Demised Premises.

11.7 Payment of Additional Premiums

<PAGE>

The Lessee will from time to time as and when required by notice in writing from
the Lessor forthwith pay all extra excess premiums of insurance on the
improvements erected on the same and/or the contents of such improvements if any
such extra excess premiums be required on account of extra risk caused by the
use to which the Demised Premises are put by the Lessee.

11.8 Lessor as Attorney

The Lessor in its own name and as the Attorney for the Lessee in the name of the
Lessee or otherwise shall be entitled to institute all or any proceedings
against any insurer insuring the risks referred to in this Lease to recover from
such insurer any amount for loss, damage or injury or other money payable under
any indemnity in favour of the Lessor.

PART 12

INDEMNITIES

12.1 (a)    The Lessee agrees to occupy and use the Demised Premises at the risk
            of the Lessee and hereby releases to the full extent permitted by
            law the Lessor from all claims and demands of every kind resulting
            from any accident, damage, death or injury occurring therein except
            where caused by the negligence of the Lessor, its servants and
            agents.

      (b)   Without prejudice to the generality of the foregoing provisions, to
            the extent that any moneys paid to the Lessor out of insurances
            effected by the Lessor and/or Lessee do not fully indemnify the
            Lessor from and against all actions, claims, demands, notices,
            losses, damages, costs and expenses to which the Lessor shall or may
            be or become liable in respect of all or any of the matters referred
            to in paragraphs (i), (ii) and (iii) of this Sub-clause, the Lessee
            will indemnify and keep indemnified the Lessor from and against all
            actions, claims, demands, notices, losses, damages, costs and
            expenses to which the Lessor shall or may be or become liable in
            respect of all or any of the following;-

            (i)   any loss or damage to property, or death or injury sustained,
                  caused or contributed to by the use or occupation of the
                  Demised Premises, not being caused by the negligence of the
                  Lessor, its servants and agents;

            (ii)  resulting from any act, neglect, default or omission by the
                  Lessee hereunder and whether the same arises through any act,
                  neglect, default or omission of the Lessee or any of its
                  agents, contractors, servants, licensees, sub-lessees,
                  invitees or any trespassers;

            (iii) resulting from any notice, claim or demand to pay, do or
                  perform any act matter or thing to be paid, done or performed
                  by the Lessee under this Lease except however to the extent
                  that the Lessor shall be obliged under the provisions of this
                  Lease to pay for or contribute to the cost of the same.

      (c)   Without limiting the generality of Sub-clauses (a) and (b) (and
            notwithstanding that any such
<PAGE>

            actions, claims, demands, losses, damages, compensation, costs,
            charges and expenses shall have resulted from any act or thing which
            the Lessee may be authorized or obliged to do under the Lease and
            notwithstanding that any time waiver or other indulgence has been
            given to the Lessee in respect of any obligation of the Lessee under
            the Lease) the Lessee will and does hereby indemnify the Lessor from
            and against all actions, claims, demands, compensation, losses,
            damages, costs (including solicitor and client costs and costs as
            between party and patty), charges and expenses for which the Lessor
            shall or may be or become liable in respect of or arising from any
            of the following:-

            (i)   the negligent use, misuse, waste or abuse by the Lessee of the
                  electricity, water and other services and facilities of the
                  Demised Premises and the Building;

            (ii)  overflow or leakage of water (including rain water) and other
                  fluids in, into or from the Demised Premises having origin on
                  or within the Demised Premises or caused or contributed to by
                  any act or omission on the part of the Lessee,

            (iii) any damage to property, loss of life or injury to persons
                  which may be suffered or sustained by the Lessee or any
                  trespasser in or upon any portion of the Demised Premises (or
                  in the case of the Lessee, the Building) whether in the
                  occupation or control of the Lessor or of the Lessee or of any
                  other person, except to the extent that the same is caused by
                  negligence on the part of the Lessor, its contractors or
                  employees;

            (iv)  loss, damage or injury from any cause whatsoever to property
                  or persons caused or contributed to by the use of the Demised
                  Premises by the Lessee;

            (v)   loss, damage or injury from any cause whatsoever to property
                  or persons on or within or without the Demised Premises or the
                  Building occasioned or contributed to by any act, omission,
                  neglect, breach or default of the Lessee;

                  PROVIDED ALWAYS that the obligations of the Lessee under this
                  Clause shall continue after the expiration or other
                  determination of the Lease in respect of any act, deed, matter
                  or thing happening before such expiration or determination.

PART 13

APPOINTMENT OF ATTORNEY

13.1 Attorney

The Lessee hereby irrevocably nominates, constitutes and appoints the Lessor
and, if a company, each of the directors of the Lessor from time to time,
jointly and each of them severally, to be the true and lawful attorneys and
attorney of the Lessee on its behalf, and in its name as its act and deed from
time to time if and when the Lessor shall think fit, for the purpose of giving
full effect to any power of re-entry, to execute as the act and deed of the
Lessee a surrender of the Lease in favour of the Lessor and to procure the
registration of such surrender under the provisions of "The Real Property Acts"
or any amendment thereof or substitution therefore provided always that the
provisions of this Clause shall be deemed to come into force and the powers
hereby conferred on the Lessor shall be exercised only
<PAGE>

if and when the power of re-entry or of determination of the Lease by the Lessor
shall have become exercisable by reason of default on the part of the Lessee in
the observance or performance of any of the covenants and conditions on its part
herein contained or implied, conclusive evidence of which for the purpose of
this Clause shall be a statutory declaration signed by the Lessor or, if a
company, then by a secretary or manager or director thereof. The Lessee doth
hereby covenant with the Lessor that on every transfer or sub-letting under or
by virtue of the Lease the Lessee will at the expense of the Lessee obtain from
the transferee or sub-lessee a Power of Attorney in favour of the Lessor in
terms similar to this present Clause.

PART 14

QUIET ENJOYMENT, REMOVAL OF LESSEE'S FIXTURES AND HOLDING OVER

14.1 Quiet Enjoyment

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

14.2 Removal of Lessee's Fixtures

The Lessee may at or prior to the determination of this Lease (and will if so
required by the Lessor at or following the expiration or sooner determination of
the Term) take, remove and carry away from the Demised Premises all fixtures,
fittings, plant, equipment or other articles upon the Demised Premises in the
nature of trade or Lessee's fixtures brought upon the Demised Premises by the
Lessee but the Lessee shall in such removal do no damage to the Demised Premises
or shall forthwith make good any such damage.

l4.3 Lessee's Fixtures Removed

If the Lessee does not remove and carry away any of its fixtures, fittings,
plant, equipment and other articles or items at or immediately prior to the
determination of this Lease (or within such further reasonable time as the
Lessor may allow), the Lessor may at the expense of the Lessee remove and
dispose of the same and any of such fixtures, fittings, plant, equipment and
other articles or items not removed by the Lessee as aforesaid shall become the
property of the Lessor. The Lessor may at the expense of the Lessee make good
any damage to the Demised premises caused as a result of such removal and
disposal.

14.4 Holding Over

      (a)   In the event of the Lessee holding over after the expiration or
            sooner determination of the Term with the consent of the Lessor, the
            Lessee shall become a money lessee only of the Lessor at a rental
            payable monthly in advance, the first of such payments to be made on
            the day following the Termination Date and each of such payments to
            be at a fair market rent mutually agreed upon by the Lessor and the
            Lessee which shall not be less than the gross rent payable in the
            immediately preceding month. Such tenancy shall be determinable at
            any time
<PAGE>

            by either party by giving one (1) month's notice in writing to the
            other party but otherwise shall be subject to the same covenants and
            conditions as herein contained or implied as are not inconsistent
            with a monthly tenancy and no holding over by the Lessee beyond the
            Term hereby created shall be construed as creating a tenancy from
            year to year.

      (b)   In the absence of agreement, the fair market rent shall at the cost
            of the Lessee be determined by a registered valuer being a member of
            the Australian Institute of Valuers & Land Economists - New South
            Wales Division (or its successor) to be nominated by the Lessor and
            approved of by the Lessee but if not approved within seven (7) days
            such nomination to be made at the request of either party by the
            President or Acting President for the time being of that Institute.

      (c)   The fair market rent shall be the rent which a willing lessor is
            prepared to accept from a willing lessee for the Demised Premises
            with vacant possession on the assumption that the same had been
            maintained in good and substantial repair.

      (d)   The valuer determining the rent shall be deemed to be acting as an
            expert and not an arbitrator and his determination shall be final
            and binding on both parties.

      (e)   The determination of the valuer shall be reduced to writing and a
            copy thereof signed by the valuer should be furnished to each party

PART 15

DEFAULT, TERMINATION

15.l Re-entry or Surrender

In the event that:-

      (a)   any rent or any other moneys payable under this Lease remain unpaid
            for fourteen (14) days after the date appointed for payment of the
            same (although no formal or legal demand shall have been made
            therefor); or

      (b)   the Lessee fails to perform or observe any one or more of the
            covenants or provisions on the part of the Lessee expressed or
            implied in this Lease unless their non-performance or non-observance
            has been waived or excused by the Lessor in writing; or

      (c)   the Lessee being a corporation, any event occurring in relation to
            that corporation of the kind set out under the definition of
            "externally-administered body corporate" in Section 9 of the
            Corporations Law or the Lessee ceases to carry on business;

THEN, subject to Clause l5.6, in any one or more of such events the Lessor at
any time thereafter but without prejudice to any other rights of the Lessor
including but not limited to any claim which the Lessor may have against the
Lessee in respect of any breach of the covenants and provisions in this Lease on
the part of the Lessee to be observed or performed may:

(A)   (i)   without any prior demand or notice re-enter into and take possession
            of the Demised 

<PAGE>

            Premises or any part (by force if necessary) and eject the Lessee
            and all other persons whereupon the Lease shall be terminated; or

      (ii)  terminate the Lease by notice in writing to the Lessee; or

      (iii) by notice in writing to the Lessee convert the term of the Lease to
            a tenancy from month to month; and/or

(B)   sue the Lessee for damages suffered by !he Lessor notwithstanding that:-

      (i)   the Lessee may have abandoned or vacated the Demised Premises;
            and/or

      (ii)  the Lessor may have accepted the Lessee's repudiation; and/or

      (iii) the parties' conduct may constitute a surrender by operation of law;
            and/or

(C)   declare that the several rentals provided for in the Lease for the then
      unexpired portion of the term are immediately due and payable and (if
      necessary) sue for and recover from the Lessee those rentals subject to
      the obligation to refund to the Lessee from the amount due and received
      any amount received from any other tenant of the Demised Premises during
      that unexpired portion of the term and any amount received from the Lessee
      by way of damages in respect of that default.

15.2 Essential Terms

Without prejudice to any other right or remedy of the Lessor contained or
implied in this Lease, it is expressly agreed and declared that the covenants,
terms and conditions by the Lessee contained or implied in:-

      (a)   Part 2 relating to payment of rent and Outgoings;

      (b)   Clause 5.1 relating to the use of the Demised Premises;

      (c)   Part 6 relating to Assignment, Sub-letting and Mortgages;

      (d)   Part 7 relating to Maintenance, Alterations, Repairs, etc.

      (e)   Clause l4.4 relating to Holding Over;

are (subject to the proviso hereinafter contained) essential and/or fundamental
terms of this Lease the breach, non-observance or non-performance of any one or
more of such covenants, terms or conditions shall be deemed to be a fundamental
breach of the provisions of this Lease on the part of the Lessee to be observed
and performed PROVIDED THAT the presence of this Clause in the Lease shall not
mean or be construed as meaning that there are no other fundamental and/or
essential terms in this Lease).

15.3 Acceptance of Rent

Demand or acceptance of rent by the Lessor after default by the Lessee under
this Lease shall be 
<PAGE>

without prejudice to the exercise by the Lessor of the powers conferred upon it
by Clause 15.1 or any other right, power or privilege of the Lessor under this
Lease and shall not operate as an election by the Lessor either to exercise or
not to exercise any of such rights, powers or privileges

15.4 Lessor's Remedy of Lessee's Defaults

If the Lessee omits or neglects to pay any money or to do or effect anything
which the Lessee has in this Lease covenanted to pay, do or effect then on each
and every such occasion it shall be lawful for but not obligatory upon the
Lessor and without prejudice to any rights or powers arising from such default
to pay such money or to do or effect such thing by itself as if it were the
Lessee and for that purpose the Lessor may enter upon the Demised Premises and
there remain for the purpose of doing or effecting any such thing and without
prejudice to the rights, powers and remedies of the Lessor otherwise under this
Lease the Lessee will pay to the Lessor interest on any moneys due by the Lessee
to the Lessor on any account whatsoever pursuant to this Lease but unpaid for
fourteen (14) days such interest to be computed from the due date for the
payment of the moneys in respect of which the interest is chargeable until
payment of such moneys in full and be recoverable in
<PAGE>

like manner as rent in arrears. The rate of interest applicable shall be five
(5) percent above the rate as recorded from time to time by the Reserve Bank of
Australia for overdrafts of $100,000.00 or if there be no such rate then the
rate of fifteen percent (15%) per annum and such interest shall accrue and be
calculated on a daily basis.

15.5 Yielding Up

The Lessee will forthwith upon the expiration of the Term or sooner
determination of this Lease peaceably surrender and yield up to the Lessor the
Demised Premises clean and free from rubbish and (except where the Term was
terminated under Clause 3.l) in good and substantial repair and condition having
regard to the age of what is being surrendered or yielded up) in all respects
and as nearly as possible in the same condition as at the commencement of the
Term reasonable wear and tear excepted or in the event of any part thereof
having been replaced or renewed during the Term as nearly as possible in the
same condition as at the date of such replacement or renewal having regard to
the age thereof reasonable wear and tear only excepted.

15.6 Opportunity to Rectify Default

Notwithstanding anything express or implied in this Lease but subject to the
provisions of Clause 15.4 and without prejudice to the provisions of Clause
l5.2, the Lessor will not re-enter upon the Demised Premises or determine or
forfeit or require a surrender of this Lease or the Term unless the Lessor shall
have first given to the Lessee notice of breach, default or non-observance on
which the Lessor relies in seeking to act as aforementioned PROVIDED ALWAYS
that:-

      (a)   in the case of a breach, default or non-observance remediable by
            payment of money, if the Lessee pays to the Lessor within fourteen
            (14) days of service of such notice all moneys necessary to remedy
            such breach, default or non-observance; or

      (b)   in the case of a breach, default or non-observance remediable other
            than by the payment of moneys, if the Lessee within twenty eight
            (28) days of the service of such notice undertakes in writing to the
            Lessor to remedy the breach, default or non-observance and so
            remedies the same within a reasonable time having regard to the
            nature and extent thereof but in any event within three (3) months
            of the giving of such undertaking or such further time as may be
            agreed between the Lessor and the Lessee; or

      (c)   in the case of a breach, default or non-observance which cannot be
            remedied, if the Lessee within twenty eight (28) days of the service
            of such notice pays or undertakes to pay and does in fact pay to the
            Lessor within three (3) months thereafter (or such further period as
            the Lessor shall determine in its absolute discretion) reasonable
            compensation to the satisfaction of the Lessor in respect of such
            breach, default or non-observance having regard to the nature and
            extent thereof;

      (d)   in the case of a breach, default or non-observance which may or
            cannot be remedied or compensated but which rectification or
            compliance with or compensation for is waived by the Lessor; THEN
            the Lessor shall not be entitled to rely upon the breach, default or
            non-observance set out in the notice to the Lessee as a ground for
            re-entry, determination, forfeiture or requiring Surrender and the
            same shall be absolutely waived by the Lessor and this Lease shall
            continue in full force and effect as if no such breach, default or
            non-observance had occurred.
<PAGE>

15.7  (a)   In the event that the Lessee's conduct (whether acts or omissions)
            constitutes a repudiation of the Lease or of the Lessee's
            obligations under any Lease covenants, the Lessee covenants to
            compensate the Lessor for the loss or damage suffered by reason of
            the repudiation or breach.

      (b)   The Lessor shall be entitled to recover damages against the Lessee
            in respect of repudiation or breach of covenant for the damage
            suffered by the Lessor during the entire Term of this Lease.

      (c)   The Lessor's entitlement to recover damages shall not be affected or
            limited by any of the following:-

            (i)   if the Lessee shall abandon or vacate the Demised Premises;

            (ii)  if the Lessor shall elect to re-enter or to terminate the
                  Lease;

            (iii) if the Lessor shall accept the Lessee's repudiation;

            (iv)  if the parties' conduct shall constitute a surrender by
                  operation of law.

      (d)   The Lessor shall be entitled to institute legal proceedings claiming
            damages against the Lessee in respect of the Term, including the
            periods before and after the Lessee has vacated the Demised
            Premises, and before and after the abandonment, termination,
            repudiation, acceptance of repudiation or surrender by operation of
            law referred to in Sub-clause (c), whether the proceedings are
            instituted either before or after such conduct.

      (e)   In the event of the Lessee vacating the Demised Premises, whether
            with or without the Lessor's consent, the Lessor shall be obliged to
            take reasonable steps to mitigate his damages and to endeavor to
            lease the Demised Premises at a reasonable rent and on reasonable
            terms. The Lessor's entitlement to damages shall be assessed on the
            basis that the Lessor should have observed the obligation to
            mitigate damages contained in this Sub-clause. The Lessor's conduct
            taken in pursuance of the duty to mitigate damages shall not by
            itself constitute acceptance of the Lessee's breach or repudiation
            or a surrender by operation of law.

PART 16 MISCELLANEOUS

16.1 Exclusion of Warranties

The Lessee acknowledges and declares that no promise, representation warranty or
undertaking has been given by or on behalf of the Lessor in respect to the
suitability or
<PAGE>

adequacy of the Demised Premises for any purpose of the Lessee including but
without limiting the generality thereof any business to be carried on in the
Building and to the full extent permitted by law all promises, representations,
warranties or undertakings as to suitability and as to adequacy which may be
implied by law are expressly negatived.

16.2 Waiver

No waiver by the Lessor of one breach by the Lessee of any obligation on its
part contained in this Lease shall operate as a waiver of another breach of the
same or of any other obligation contained in this Lease.

16.3 No Premium

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

16.4 Lessee Not to Cause Rent Reductions

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

16.5 Notices

All demands, requisitions, consents, elections or notices must be in writing and
may be given to or served upon the Lessee or Lessor by being left at their
respective registered office or principal place of business in the State or
place in which the head office or Demised Premises (in the case of the Lessee)
respectively are situated or by being posted in a prepaid and certified letter
addressed to the Lessor or Lessee at such office or principal place of business
or the Demised Premises. Any demand, requisition consent, election or notice may
be signed by the Lessor or Lessee or on its behalf by the Solicitor, the
Secretary or other authorized officer for the time being of the Lessor or Lessee
respectively.

16.6 Non-Merger

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

16.7 Supply Failure

The Lessor will not be under any liability for any loss, injury or damage
sustained by the Lessee or any other person at any time as a result of or
arising in any way out of the failure of the electricity or water supply or any
other services or facilities enjoyed by the Lessee in conjunction with the
Demised Premises.
<PAGE>

16.8 Moratorium

Unless application is mandatory by law, no statute, ordinance, proclamation,
order, regulation or moratorium present or future shall apply to this Lease so
as to abrogate, extinguish, impair, diminish, fetter, delay or otherwise
prejudicially affect any rights, powers, remedies or discretions given or
accruing to either the Lessor or the Lessee.

16.9 Consents

In any case where pursuant to this Lease the doing or execution of any act,
matter or thing by the Lessee is dependent upon the consent or approval of the
Lessor, such consent or approval may be given conditionally or unconditionally
or withheld by the Lessor in its absolute, uncontrolled discretion unless
otherwise herein provided.

16.10 Entry and View

The Lessee will at all reasonable times during the Term on being given not less
than 48 hours written notice by the Lessor except in the case of emergency
permit the Lessor and any person having any estate or interest in the Demised
Premises superior to or concurrent with the Lessor to exercise the Lessor's
powers to enter and view the Demised Premises and to carry out repairs,
renovations, maintenance and other work thereon and otherwise to exercise or
perform their lawful rights or obligations in regard thereto.

16.11 Benefit of Covenants

In the event of a person other than the Lessor becoming entitled to receive the
rents hereby reserved either by operation of law or otherwise, the Lessee agrees
that such person shall have the benefit of all covenants and agreements on the
part of the Lessee under this Lease and the Lessee at the cost of the Lessor
will enter into such covenant with such other person in that regard as the
Lessor may reasonably require.

16.12 Lessee Not to Prejudice Superior Estate

No act, matter or thing whatsoever shall at any time during the Term be done or
permitted by the Lessee which might prejudice or give ground for the
determination of the estate or interest of the Lessor in the Demised Premises or
render the Lessor liable or increase the amount payable under or the extent of
the Lessor's liability under any lease mortgage, security, charge, encumbrance
over or under any other instrument, document or obligation binding the Lessor in
respect of the Demised Premises or any part thereof or otherwise prejudice the
rights of the Lessor in respect of the same.

16.13 Method of Heating or Air Conditioning

The Lessee shall not heat or air condition the Demised Premises without the
prior written consent of the Lessor and then only in the manner approved by the
Lessor and at the Lessee's sole expense. Where the Demised Premises are air
conditioned, the Lessee shall use the equipment at all times when conditioned
air or condenser water is available for being reticulated in adequate quantities
and when the Demised Premises are open for business.
<PAGE>

16.14 Interference with Equipment

The Lessee shall not interfere with the Air Conditioning Equipment or the Fire
Equipment or the lifts or escalators, if any, or permit it or them to be
interfered with in any manner howsoever.

16.15 Disconnection of Faulty Air Conditioning Equipment

If the Lessor is of the opinion that the Air Conditioning Equipment is not
functioning correctly, the Lessor may without incurring any liability to the
Lessee shut off or divert to other parts of the Building supplies of condenser
water or conditioned air until the fault (if any) is rectified. The Lessor shall
not in any circumstances be liable to the Lessee for any inconvenience, damage
or loss which the Lessee may suffer by reason of any shutting off, diversion,
faulty operation or diversion of the Air Conditioning Equipment

l6.l6 Access to Contractors

The Lessee shall at all times permit any authorized persons access to the
Demised Premises to inspect, service, maintain and repair the Air Conditioning
Equipment, lifts, escalators and Fire Equipment

16.17 Costs

The Lessee shall pay the Lessor's legal costs of and incidental to this Lease
including all disbursements, registration fees and stamp duty, Financial
Institutions Duty, Bank Account Debit Tax or duty or tax of any other kind
(other than income tax), costs of obtaining the consent to this Lease of any
relevant party which may now or hereafter be payable as a result of this Lease
and all costs, charges and expenses including solicitor/client costs for which
the Lessor shall become liable in consequence of or in connection with any
breach or default by the Lessee in performance or observance of any of the
terms, covenants and conditions of this Lease or any renewal thereof or
otherwise in connection with the Lessor's occupation of the Demised Premises

16.l8 To Let Notices

At all times during the last three (3) calendar months of the Lease Term the
Lessee will allow the Lessor to display on or in the Demised Premises a notice
advising that the premises will be available for leasing and will not permit the
removal, damage or defacing of that notice and will allow the Lessor to conduct
prospective future lessees through the Demised Premises to enable them to view
the same provided that in exercising its right hereunder the Lessor shall cause
as little interference as possible to the conduct of the Lessee's business.

l6.19 Overloading

The Lessee shall not install any electrical equipment in or about the Demised
Premises that overload the cables or boards or sub-boards through which
electricity is conveyed to the Demised Premises.
<PAGE>

16.20 Special Services

The Lessee shall pay to the Lessor upon demand any unusual costs charges and
expenses incurred by the Lessor at the request of the Lessee including those
connected with any alterations, repairs or maintenance to the Demised Premises
or providing such additional or unusual services for the Lessee such as (but
without limiting the generality of the foregoing) the removal, disposal or
burning of rubbish and the cleaning and servicing of the Building or Common
Areas and the policing of traffic and parking areas.

16.21 Alterations and additions to Building

The Lessor reserves a right to effect alterations and additions to the Building
and in doing so (but without in any way limiting the generality of the
foregoing) may encroach upon common parking areas, employ or use the airspace
above any part of the Building including the erection of additional floors,
interrupt the water, gas, electrical or air-conditioning and other services to
the Demised Premises and the Building and alter the vehicular or pedestrian
access or ways to or within the Building PROVIDED ALWAYS that the Lessor shall
carry out such works in such a manner as will minimize so far as it may be
practicable any inconvenience or interruption to the business of the Lessee.

16.22 Rules and Regulations

The Lessor may from time to time promulgate rules and regulations not
inconsistent with or in derogation of the rights of the Lessee under the Lease
relating to the use safety, care and cleanliness of the Common Areas and the
preservation of good order and the comfort of persons therein, the location and
storage of garbage and refuse in Common Areas pending its removal and the
external appearance of the Building or any other matter it believes is
reasonable having regard to the interests of the Building as a whole and for the
rights or interest of other tenants, occupiers or other persons lawfully therein
("the Rules and Regulations"). The Lessee will abide by and comply with the
Rules and Regulations of the Building and any additions, variations or
amendments to the Rules and Regulations from time to time.

16.23 Renovations

Notwithstanding anything herein contained to the contrary the Lessor reserves
the right to carry out additions, alterations, renovations and refurbishment
works to the component parts of the Building both externally and internally and
to any and all services in the Building and including the Common Areas and the
Lessee will provide access to the Demised Premises for this purpose and not make
any objection or claim in respect of any such works PROVIDED HOWEVER that the
Lessee's rights of quiet enjoyment are not unreasonably affected. The Lessor
will give adequate notice of such works where access to the Demised Premises is
required.

16.24 Demolition

Should the Lessor wish to re-develop the Building during the last two (2) years
of the term hereof or any renewal or extension hereof and have lodged with the
relevant local authority a Development Application in this regard then the
Lessor may advance the date upon which this Lease
<PAGE>

expires to a date of which the Lessor has given to the Lessee prior notice in
writing of at least six (6) calendar months. During such period of six (6)
months, the Lessor and its employees, agents and advisers may enter the Demised
Premises for the purposes of obtaining statutory consents and the planning and
implementation in respect of such development provided the quiet enjoyment of
the Demised Premises by the Lessee is not unreasonably impaired.

PART 17 COVENANTORS

17.1 In consideration of the Lessor at the request of the Covenantors referred
to in Item 6 entering into this Lease and as separate severable covenants and
indemnities, the Covenantors:

      (a)   guarantee to the Lessor the due observance of all the terms,
            covenants and conditions on the part of the Lessee contained in this
            Lease;

      (b)   indemnify the Lessor against loss occasioned by the Lessee's failure
            to observe the due performance and observance of the terms of this
            Lease. The granting of any time concession or any indulgence to or
            the making of any composition with or the waiver of any breach or
            default by the Lessee or the neglect or forbearance of the Lessor to
            enforce such terms or those of this Clause or any moratorium or
            other period during which all or any of the Lessor's rights,
            remedies or recourse are stayed or suspended by statute or the order
            of any Court shall not effect this indemnity and if any payment by
            or on behalf of the Lessee to the Lessor is avoided or set aside
            under any law relating to insolvency or otherwise liability under
            this indemnity shall include payment to the Lessor by the
            Covenantors of a sum equal to the amount of the payment so avoided
            or set aside-

17.2  (a)   The guarantee and indemnity shall be a continuing guarantee and
            indemnity (it being the intent of the Lessor and the Covenantors
            that the guarantee and indemnity and the obligations of the
            Covenantors hereunder shall be absolute and unconditional in all
            circumstances) and shall be irrevocable and shall remain in full
            force and effect until the obligations of the Lessee under the Lease
            have been ful1y satisfied;

      (b)   the guarantee and indemnity shall not be considered as wholly or
            partially discharged by the payment at any time of any moneys on
            account or by any time credit indulgence or concession extended by
            the Lessor to the Lessee or the Covenantors or any other person or
            by any compounding compromise release abandonment waiver variation
            relinquishment or renewal of any rights of the Lessor against the
            Lessee or the Covenantors or any other person or by the neglect or
            omission of the Lessor to enforce any such rights or by the winding
            up or bankruptcy of any party to the Lease or by any other dealing
            matter or thing whatsoever or by any alteration modification
            variation or addition to the Lease;

      (c)   the guarantee and indemnity is in addition to and not in
            substitution for any other rights which the Lessor may have under or
            by virtue of the Lease and may be enforced against the Covenantors
            without first having recourse to any such rights and without taking
            any steps or proceedings against the Lessee.
<PAGE>

      (d)   the guarantee and indemnity shall not prejudicially affect or be
            prejudicially affected by any other security or guarantee or
            indemnity at any time held by the Lessor but such security shall be
            deemed to be collateral and the Covenantors shall not as against the
            Lessor in any way claim the benefit or seek the transfer of any
            security or any part thereof;

      (e)   if for any reason whatsoever the Lessee ceases to be bound by all or
            any of the terms and conditions of the Lease or the obligations of
            the Lessee under the Lease are abrogated or modified by express
            agreement in writing, then the Covenantors shall pay to the Lessor
            an amount equal to the total direct loss or damage incurred by the
            Lessor by reason of the Lessee having so ceased to be bound or
            having its obligations so abrogated or modified and the Covenantors
            shall do all such other acts and things as the Lessor may require to
            place the Lessor in as good a position as nearly may be to the
            position in which the Lessor would have been had the Lessee's
            obligations under the Lease not been abrogated or modified. The
            obligations of the Covenantors under this sub-paragraph shall be
            original and independent and shall be in addition to the Lessor's
            other rights.

      (f)   the guarantee and indemnity shall inure for the benefit of the
            Lessor and its assigns, and every Covenantor shall upon demand by
            the Lessor or any assignee execute a further guarantee and indemnity
            between the Covenantors and the assignee to confirm the guarantee
            and indemnity.

PART 18

BANK GUARANTEE

18.1  (a)   The Lessee shall on the signing here of deposit with the Lessor or
            his agent a Bank Guarantee in a form approved by the Lessor in the
            Lessor's favour by a licensed Australian Bank currently carrying on
            business in Sydney and approved by the Lessor for the amount
            specified in Item 7. On each Percentage Increase C.P.I. Increase or
            Market Review Date referred to herein or any other date from which
            the rent payable hereunder is increased the Lessee shall provide a
            replacement or additional Bank Guarantee (as appropriate) so that
            the total amount guaranteed is equivalent to Six (6) months rent
            payable as and from each such Review Date as security for the due
            and punctual observance and performance of all the covenants,
            obligations and provisions on the Lessee's part contained herein.
            The Lessee shall at all times ensure that any Bank Guarantee is kept
            current and enforceable and that all such Bank Guarantees are
            unconditional, and where the Lessor makes demand on any such Bank
            Guarantee then the Lessee shall provide a replacement Bank Guarantee
            equal to the amount from time to time properly claimed by the
            Lessor.

      (b)   If at any time the Lessee fails to duly and punctually observe all
            of the terms and conditions of the Lease and perform its obligations
            under the Lease, then the amount of the Bank Guarantee necessary to
            compensate the Lessor for loss or damage sustained or suffered by
            the Lessor by reason of such breach by the Lessee shall be paid at
            the discretion of the Lessor to the Lessor. Any such payment to the
            Lessor shall not be deemed to and shall not operate to waive the
            Lessee's breach and shall 
<PAGE>

            not prejudice any other right of the Lessor arising from such breach
            should the Lessee comply with all the said covenants, obligations
            and provisions and duly and punctually pay all of the rental hereby
            reserved and all other sums payable by the Lessee to the Lessor
            herein, the Bank guarantee less any sums paid to the Lessor in
            accordance with this Clause shall be released to the Bank on the
            expiration of the term of this Lease or of any holding over period
            or upon the sooner termination of this Lease.

PART 19

INTEREST

19.1 The Lessee shall pay interest on demand to the Lessor on any moneys which
are or become due and payable pursuant to the provisions of this Lease or due
upon judgment to the Lessor until such time as all outstanding moneys including
interest shall have been paid in full. The rate of interest applicable shall be
five percent (5%) above the rate as recorded from time to time by the Reserve
Bank of Australia for overdrafts of $100,000.00 or if there be no such rate,
then the rate of fifteen percent (15%) per annum and such interest shall accrue
and be calculated on a daily basis.

PART 20

COMMON AREAS

20.1 Obstruction of Common Areas

The Lessee is prohibited and shall prohibit its employees, servants, suppliers
and others over whom it may have control from obstructing in any manner
howsoever the Common Areas and in particular the entrances, exits and driveways
(if any) in and to the Building.

20.2 Use of Common Areas

Subject to the limitations and restrictions in the Lease the Lessor shall during
the Term permit the Lessee and all persons lawfully authorized by it in common
with others having the like rights to exercise and enjoy the right to pass and
repass whilst on foot over and along the Common Areas.

20.3 Exclusion of persons

The Lessor may at any time exclude and restrain any person or persons from
entering upon any part of the Building other than bona fide clients, customers,
patrons, employees, delivery men or service suppliers of the Lessee or of other
tenants of the Building. Without in any way limiting the meaning of "bona fide",
any person who breaches the Lessor's Rules and Regulations shall be deemed to be
not bona fide.

20.4 Maintenance of Common Areas

The Lessor shall keep and maintain in good order and repair and in clean and
tidy condition the Common Areas.
<PAGE>

20.5 Control of Common Areas

The Common Areas shall at all times be subject to the control of the Lessor who
shall have the right having regard to the interests of the Lessor in the
Building as a whole and/or the rights or interests of other tenants, occupiers
or persons lawfully therein from time to time to establish modify and enforce
reasonable rules and regulations with regard thereto. Without limiting the
generality of the foregoing the Lessor expressly reserves the right at any time
and from time to time to;

(1) Construct, maintain and operate lighting facilities:

(2) Police the Common Areas;

(3) Change the area, level, location and arrangement of the Common Areas,
parking areas and other facilities;

(4) Restrict parking by Lessees, their agents and employees to such parking
areas as the Lessor may from time to time designate;

(5) Close all or any portion of the Common Areas to such extent as may in tile
opinion of the Lessor be legally sufficient to prevent a dedication thereof or
the accrual of any rights to any person or the public therein,

(6) Close temporarily all or any portion of the Common Areas, parking areas or
facilities for the purpose of building reconstruction repairs or like purposes;

(7) Impose and charge fees against users of parking areas

(8) Limit the length of time during which persons are permitted to park in the
parking areas and procure the policing thereof

20.6 Kiosks

The Lessor expressly reserves the right from time to time during the Term to
erect remove and re-erect kiosks and other structures in any part of the Common
Areas and to grant to any person the exclusive use of all or any part thereof
for such purposes for such periods and upon such terms and conditions as the
Lessor may in its absolute discretion think fit, provided that access to the
premises is not substantially obstructed.

PART 21

EFFECT OF EXECUTION AND REGISTRATION

21.1 This Lease shall be binding upon each person who has executed it other than
the Lessor notwithstanding:

      (a)   The failure of any other person named as a party to execute it;

      (b)   The avoidance of unenforceability of any part of this Lease; or
<PAGE>

      (c)   The avoidance or unenforceability of this Lease or any part of this
            Lease against any signatory or intended signatory.

21.2 The covenants and conditions herein contained shall be deemed to bind the
parties in the same manner as if this document were registered notwithstanding
it may be held that no estate passed hereunder.

PART 22

RELEASE OF LESSOR

22.1 The term "Lessor" as used in this Lease so far as the covenants or
obligations of the Lessor are concerned shall be limited to and mean only the
registered proprietor for the time being of the Land and in receipt of the rents
and profits of the Land at the time in question and if the Lessor's interest
therein is assigned or transferred in any way (other than by way of security
only) the Lessor named herein (and in any case of any subsequent assignments or
transfers other than by way of security only the then assignor or transferor)
shall be automatically freed and discharged from and after the date of such
assignment or transfer from all personal liability for the performance of any
covenant or obligation on the part of the Lessor herein contained and under this
Lease thereafter to be performed.

PART 23

CONSENT OF MORTGAGEE

23.l This Lease is subject to and conditional upon the approval of the mortgagee
of the Lessor to the Lease. The Lessor will without delay after the execution of
the Lease by the Lessee make application to its mortgagee for its approval. In
the event that such approval is not given in writing the Lessor may by notice in
writing to the Lessee terminate this Lease whereupon this Lease shall be at an
end from such date of service of such notice and the Lessee shall not be
entitled to make any claim for compensation, loss or damages in respect of such
termination of the Lease.

PART 24

TRUST WARRANTIES

24.1 Where the Lessee or the Covenantor or both of them is or are acting or in
the future may act as Trustee of any Trust the Lessee and Covenantor jointly and
severally covenant with and warrant to the Lessor that the Lessee or the
Covenantor or both of them (as the case may be) has or have or will have full
powers pursuant to its Deed of Trust (hereinafter call "the Trust) under which
it purports to act as Lessee or Covenantor.

The Lessee and the Covenantor further jointly and severally covenant that -

      (i)   The trust is lawfully and validly constituted and all Deeds and
            other instruments in respect thereof have been properly executed;
<PAGE>

      (ii)  The Trust is and throughout the term of the Lease will remain
            unrevoked and not varied;

      (iii) The assets of the Trust as well as the assets of the Lessee and the
            Covenantor will at all times be available to satisfy the obligations
            of the Lessee under this Lease;

      (iv)  The consents or approvals of all parties necessary to execute this
            Lease so as to bind the property of the Trust have been obtained and
            all necessary conditions precedent for that purpose have been met;

      (v)   That no-one has taken or threatened nor is the Covenantor or the
            Lessee aware of anyone who is likely to take action to have the
            Trust wound up or otherwise administered by action brought in any
            Court of competent jurisdiction or to charge the Lessee or the
            Covenantor or any person at any time connected with the Lessee or
            the Covenantor or acting on behalf of or purportedly on behalf of
            the Lessee or the Covenantor with any breach of trust or
            misappropriation of trust moneys in connection with the Trust;

      (vi)  That no facts are known to the Lessee or 10 the Covenantor whereby
            the Trust might be wound up voluntarily or otherwise or the Trustee
            thereof changed or the assets of the Trust vested in any other
            person or that the Trust may cease to operate or be deprived of
            funds prior to expiration of the Term.

REFERENCE SCHEDULE

ITEM  1     BASE RENT:

In respect of Level 1:

Two hundred and forty five thousand six hundred and thirty two dollars
($245,632.00) per annum payable in advance by calendar monthly installments of
$20,469.33 on the first day of each calendar month commencing 1st December 1998.

In respect of Level 14;

(a) For the period 1st September 1998 to 31 August 2000, Ninety nine thousand
three hundred and fifty three dollars and ten cents ($99,353.l0) per annum
payable in advance by calendar monthly installments of $8,279.43 on the first
day of each calendar month commencing on 1 September 1998.

(b) For the period 1st September 2000 to 31 August 2002, One hundred and seventy
two thousand seven hundred and eighty eight dollars ($172,788.00) per annum
payable in advance by installments of $14,399.00 on the first day of each
calendar month commencing on l September 2000.

ITEM 2 PERCENTAGE OF INCREASES IN ANNUAL OUTGOINGS:

1714%. Base Year ending 30 June 1998

ITEM 3(a) MARKET REVIEW DATES:

In respect of Level 1:  1 September 2000, 1 September 2002

In respect of Level 14: 1 September 2002

3b) C.PJ. INCREASE REVIEW DATES:
<PAGE>

Not applicable

3(c) PERCENTAGE INCREASE REVIEW DATES:

Not applicable

ITEM 4. PERMITTED USE:

Commercial Offices

ITEM 5. OPTION(S) FOR RENEWAL:

Not applicable

ITEM 6. COVENANTORS:

Not applicable

ITEM 7. BANK GUARANTEE:

One hundred & seventy two thousand four hundred & ninety two dollars
($172,492.00)