puredepth_8l-ex1041.htm


    Exhibit 10.41

     

     

    
      
        	
                THIS
      DEED

              	
                made
      the 30 day
of October 2008.

              


      

      


      


      


      


      


      
        	
                BETWEEN

              	
                LIONEL CRANSTON
      JOYCE and KEVIN GEORGE
      OGLES

              
	 	

                (as
      trustees of the First Five Trust)

              


      

      


      


      


      


      


      
        	
                AND

              	
                PUREDEPTH INCORPORATED
      LIMITED

              


      

      


      


       

      


      


      


      


      


      


      


      
        
          

        

      

      


      DEED
OF VARIATION OF LEASES AND RENT REVIEWS

       

      
        
          

        

      

      


      


       

      


      


      
        
          

        

      

      


      KEVIN
OGLES & ASOCIATES

      LAWYERS

      ROYAL
OAK

      AUCKLAND

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      DEED OF VARIATION OF LEASE
AND RENT REVIEW

      


      


      
        	
                THIS
      DEED

              	
                made
      the 30 day
of October 2008.

              


      

      


      


      
        	
                BETWEEN

              	
                LIONEL CRANSTON
      JOYCE and KEVIN GEORGE
      OGLES

              
	 	

                both
      of Auckland as trustees of The First Five Trust

                ("the
      Landlord")

              


      

       

      


      
        	
                AND

              	
                PUREDEPTH INCORPORATED
      LIMITED at Auckland

              
	 	

                ("the
      Tenant")

              


      

      


      


      BACKGROUND

      


      


      
        	
                A.

              	
                By
      Deed of Lease dated the 31st day of May 2006 the Landlord granted a lease
      to the Tenant for a term of four years as from the 1st day of November
      2004 and expiring on the 31st day of October 2008 for the premises
      comprising Unit G, 24 Morrin Road, Mt Wellington ("the First
      Lease").

              


      

      


      
        	
                B.

              	
                By
      Deed of Lease dated the 31st day of May 2006 the Landlord granted a lease
      to the Tenant for a term of three years and twenty one days as from the
      10th day of October 2005 and expiring on the 31st day of October 2008 for
      the premises comprising Unit F, 24 Morrin Road, Mt Wellington ("the Second
      Lease").

              


      

      


      
        	
                C.

              	
                The
      initial lease terms for each of the First Lease and the Second Lease
      expire as at 31 October 2008, and upon renewal, are subject to rent and
      review provisions as at 01st
      November 2008.

              


      

      


      
        	
                D.

              	
                The
      First Lease and the Second Lease provide for rights of renewal as from 01
      November 2008 for a period of six years in each
  case.

              


      

      


      
        	
                E.

              	
                By
      Deed of Variation of Lease dated 11 January 2008 ("the Variation") the
      rent review provisions in the Second Lease were varied to provide for rent
      reviews on the 01st day of November in each of 2007, 2009, 2011 and
      2013.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                F.

              	
                The
      Tenant wishes to renew the First Lease and the Second Lease but on varied
      renewal terms providing for two terms of three years instead of one term
      of six years, to which the Landlord has
agreed.

              


      

      


      
        	
                G.

              	
                The
      parties also wish to vary the rent review provisions in the First Lease
      and the Second Lease (as varied by the Variation) so as to give effect to
      a rent review for both premises concurrent with this lease renewal and for
      the subsequent rent review dates to be 01st November in each of 2010 and
      2012.

              


      

      


      


      
        	
                 
      

              	
                NOW THIS DEED
      WITNESSETH:

              


      

      


      


      
        	
                1.

              	
                In
      consideration of the sum of $1.00 the Landlord agrees to vary the First
      Lease and the Second Lease by varying the renewal term to two terms each
      of three years, the first renewed term commencing on 01st
      November 2008 and expiring on 31st
      October 2011 and the second term commencing 01st
      November 2011 (if exercised) and expiring 31st
      October 2014.

              


      

      


      
        	
                2.

              	
                The
      rent review dates provided for in the First Lease and the Second Lease (as
      varied by the Variation) shall be varied to 01st
      November in each of 2008, 2010 and 2012.  There shall not be any
      right to review the rent for either premise as at the lease renewal date
      of 01st
      November 2011.

              


      

      


      
        	
                3.

              	
                The
      rental payable for the three year term commencing 01st
      November 2008 shall be $37,750.00 (plus GST) per annum in respect of the
      First Lease and $35,000.00 (plus GST) per annum in respect of the Second
      Lease, payable by calendar monthly installments in advance on the 01st
      day of each month during the renewed terms of the First Lease and the
      Second Lease.

              


      

      


      
        	
                4.

              	
                The
      Landlord releases K ONE W ONE LIMITED from the covenants in the First
      Lease, the Second Lease and the Variation and all and any claims existing
      or arising later in respect
thereto.

              


      

      


      
        	
                5.

              	
                The
      costs of preparation and execution of this Deed shall be paid by the
      Tenant.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                6.

              	
                In
      all other respects the terms and conditions of the First Lease and the
      Second Lease are hereby confirmed.

              


      

      


      
        	
                7.

              	
                The
      expressions "the Landlord" and "the Tenant" where used in this Deed shall
      be deemed to include where appropriate the executors, administrators,
      successors and assigns of the Landlord and the Tenant.  All
      covenants herein expressed shall be joint and
  several.

              


      

      


      


      
        	
                 
      

              	
                IN WITNESS
      WHEREOF these presents have been executed the date hereinbefore
      written.

              


      

      


      


      EXECUTED by the
Landlord                         )

      LIONEL
CRANSTON JOYCE
and                )

      KEVIN
GEORGE
OGLES                                )

      in the
presence
of:                                         
)

      


       

      


      


      EXECUTED by the
Tenant                                              )

      PUREDEPTH
INCORPORATED
LIMITED                  )

      in the
presence of:

      


      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      DEED
OF LEASE

      


      
        	
                DEED

              	
                made
      the 31 day of May 2006

              


      

       

      
        	
                LANDLORD

              	
                Lionel
      Cranston JOYCE and Kevin George OGLES as trustees of the First Five
      Trust

              


      

      


      
        	
                TENANT

              	
                PureDepth
      Incorporated Limited

              


      

      


      
        	
                GUARANTOR

              	
                K
      One W One Limited at Auckland

              


      

      


      


      THE LANDLORD leases to the
Tenant and the Tenant takes on lease the premises and the carparks (if any)
described in the First Schedule together with the right to use:

       

      
        	
                a)

              	
                The
      Landlord's fixtures and fittings contained in the
  premises.

              


      

      
        	
                b)

              	
                The
      common areas of the property.

              


      

      
        


         

        FOR the term from the
commencement date and at the annual rent (subject to review if applicable) as
set out in the First Schedule.

      

      
         

      

      
        


         

        THE LANDLORD AND THE TENANT
covenant as set out in this Second Schedule.

      

      
         

      

      
        


         

        THE GUARANTOR covenants with
the Landlord as set out in the Third Schedule.

      

      
         

        


      

      
        SIGNED by the
Landlord*

      

      
         

        
          
            	
                    in
      the presence of:

                  	 
      	
                    _____________________________

                  
	 
      	 
      	
                    Signature
      of Landlord

                  
	 
      	 
      	 
      
	
                    _____________________________

                  	 
      	
                    _____________________________

                  
	
                    Witness
      Signature

                  	 
      	
                    Print
      Full Name

                  
	 
      	 
      	
                    (For
      a Company Specify Description

                  
	
                    _____________________________

                  	 
      	
                    Director/Attorney/Authorised
      Signatory)

                  
	
                    Witness
      Name

                  	 
      	 
      
	 
      	 
      	 
      
	
                    _____________________________

                  	 
      	
                    _____________________________

                  
	
                    Witness
      Occupation

                  	 
      	
                    Signature
      of Landlord

                  
	 
      	 
      	 
      
	
                    _____________________________

                  	 
      	
                    _____________________________

                  
	
                    Witness
      Address

                  	 
      	
                    Print
      Full Name

                  
	 
      	 
      	
                    (For
      a Company Specify Description

                  
	 
      	 
      	
                    Director/Attorney/Authorised
      Signatory)

                  


          

*If
appropriate add:

      

      
        "by its director(s)" OR "by its duly
appointed attorney"

      

      
         

      

      
        
          	
                  Note:

                	
                  This
      document must be executed by a company according to its
      Constitution.  If two directors sign, no witnessing is
      necessary.  If only one director or a director and secretary or
      authorised signatory(ies) or attorney sign, signatures must be
      witnessed.

                


        

      

      
         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        SIGNED by the
Tenant*

      

      
         

        
           

          
            
              	
                      in
      the presence of:

                    	 
      	
                      _____________________________

                    
	 
      	 
      	
                      Signature
      of Tenant

                    
	 
      	 
      	 
      
	
                      _____________________________

                    	 
      	
                      _____________________________

                    
	
                      Witness
      Signature

                    	 
      	
                      Print
      Full Name

                    
	 
      	 
      	
                      (For
      a Company Specify Description

                    
	
                      _____________________________

                    	 
      	
                      Director/Attorney/Authorised
      Signatory)

                    
	
                      Witness
      Name

                    	 
      	 
      
	 
      	 
      	 
      
	
                      _____________________________

                    	 
      	
                      _____________________________

                    
	
                      Witness
      Occupation

                    	 
      	
                      Signature
      of Tenant

                    
	 
      	 
      	 
      
	
                      _____________________________

                    	 
      	
                      _____________________________

                    
	
                      Witness
      Address

                    	 
      	
                      Print
      Full Name

                    
	 
      	 
      	
                      (For
      a Company Specify Description

                    
	 
      	 
      	
                      Director/Attorney/Authorised
      Signatory)

                    


            



        

      

      
        SIGNED by the
Guarantor*

      

      
         

        
           

          
            
              	
                      in
      the presence of:

                    	 
      	
                      _____________________________

                    
	 
      	 
      	
                      Signature
      of Guarantor

                    
	 
      	 
      	 
      
	
                      _____________________________

                    	 
      	
                      _____________________________

                    
	
                      Witness
      Signature

                    	 
      	
                      Print
      Full Name

                    
	 
      	 
      	
                      (For
      a Company Specify Description

                    
	
                      _____________________________

                    	 
      	
                      Director/Attorney/Authorised
      Signatory)

                    
	
                      Witness
      Name

                    	 
      	 
      
	 
      	 
      	 
      
	
                      _____________________________

                    	 
      	
                      _____________________________

                    
	
                      Witness
      Occupation

                    	 
      	
                      Signature
      of Guarantor

                    
	 
      	 
      	 
      
	
                      _____________________________

                    	 
      	
                      _____________________________

                    
	
                      Witness
      Address

                    	 
      	
                      Print
      Full Name

                    
	 
      	 
      	
                      (For
      a Company Specify Description

                    
	 
      	 
      	
                      Director/Attorney/Authorised
      Signatory)

                    


            

          

        

      

      
         

        *If
appropriate add:

      

      
        


      

      
        "by its director(s)" OR "by its duly
appointed attorney"

      

      
        


      

      
        
          	
                  Note:

                	
                  This
      document must be executed by a company according to its
      Constitution.  If two directors sign, no witnessing is
      necessary.  If only one director or a director and secretary or
      authorised signatory(ies) or attorney sign, signatures must be
      witnessed.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        
        

      

      
        
          FIRST
SCHEDULE



      

      
        	
                PREMISES:

              	 	
                Unit
      F, 24 Morrin Road, Mt Wellington as comprised in Certificate of Title
      NA57522 and as hatched in red on the attached
  plan

              


      

      


      
        	
                CARPARKS:

              	 	
                AU18,
      AU19 and AU20 and the area marked HCP hatched blue on the attached plan
      comprising a total of five (5)
carparks.

              


      

      


      
        	
                TERM:

              	
                 

              	
                Three
      (3) years and twenty one days

              
	 	 	 
	

                COMMENCEMENT
      DATE:

              	 	

                10
      October 2005

              
	 	 	 
	

                RIGHTS OF
      RENEWAL:

              	 	

                One
      (1) further term of six (6) years

              


      

       

      
        	
                RENEWAL
      DATES:

              	 	
                1st
      November 2008

              


      

      


      
        	
                FINAL EXPIRY
      DATE:

              	 	
                31
      October 2014

              


      

      


      
        
          	
                  ANNUAL
      RENT:

                	
                  Premises:

                	
                  $30,500.00

                	
                  plus
  GST

                
	
                  (Subject
      to review if applicable)

                	
                  Carparks:

                	
                  $Nil

                	
                  plus
  GST

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  TOTAL

                	
                  $30,500.00

                	
                  plus
  GST

                
	 
      	 
      	 
      	 
      
	
                  MONTHLY
      RENT:

                	 
      	
                  $2,541.67

                	
                  plus
  GST

                


        

         

      

      
        	
                RENT PAYMENT
      DATES:

              	
                The
      10th day of each month commencing on the 10th day of November
      2005

              
	 	

                (subject
      to the Tenant having paid the deposit of $2,859.37 (including
      GST)

              


      

      
      

      
        	
                RENT REVIEW
      DATES:

              	
                (a)  Each
      renewal date;

              


      

      
        	
                (Delete where appropriate: if
      neither

              	
                OR

              


      

      
        	
                option is deleted, then option
      (a) applies

              	
                (b)  (Insert
      dates):

              	
                1st
      November in each of 2008, 2010, 2012 subject to the rent for the two year
      term commencing 10th October 2008 being $32,500.00 per annum plus
      GST

              


      

      


      
        	
                PROPORTION OF
      OUTGOINGS:  (clause 3.1)

              	
                14.51%

              


      

      


      
        	
                DEFAULT INTEREST
      RATE:  (clause 5.1)

              	
                12.0%
      per annum

              


      

      


      
        	
                IMPROVEMENTS RENT
      PERCENTAGE:  (clause 21.2)

              	
                10.0%

              


      

      


      BUSINESS
USE:  (clause 16.1)  Administration, research,
development and assembly of video screens.


      


      
        	
                LANDLORD'S
      INSURANCE:  (clause 23.1)

              	
                (a)

              	
                Full replacement and
      reinstatement (including loss damage or destruction of windows and other
      glass);

              
	 	 	 
	

                (Delete
      where appropriate:  if neither option is
      deleted, 

              	OR	 
	

                then
      option (a) applies)

              	 	 


      

      
        	
                 
      

              	
                (b)

              	
                Indemnity
      to full insurable value (including loss damage or destruction of windows
      and other glass).

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      OUTGOINGS

      (clause
3)

      


      1.           Rates
or levies payable to any local or territorial authority.

      
        	
                2.

              	
                Charges
      for water gas electricity telephones and other utilities or services,
      including line charges.

              


      

      
        	
                3.

              	
                Rubbish
      collection charges.

              


      

      
        	
                4.

              	
                New
      Zealand Fire Service charges and the maintenance charges in respect of all
      fire detection and fire fighting
equipment.

              


      

      
        	
                5.

              	
                Insurance
      premiums and related valuation fees and any insurance excess in respect of
      a claim but not exceeding $500 (clause
23).

              


      

      
        	
                6.

              	
                Service
      contract charges for air conditioning, lifts, other building services and
      security services.

              


      

      
        	
                7.

              	
                Cleaning
      maintenance and repair charges including charges for repainting,
      decorative repairs and the maintenance and repair of building services to
      the extent that such charges do not comprise part of the cost of a service
      maintenance contract, but excluding charges for structural repairs to the
      building (minor repairs to the roof of the building shall not be a
      structural repair), and charges being the Landlords cost pursuant to
      clause 47.

              


      

      
        	
                8.

              	
                The
      provisioning of toilets and other shared
  facilities.

              


      

      
        	
                9.

              	
                The
      cost of ground maintenance i.e. lawns, gardens and planted areas including
      plant hire and replacement, and the cost of repair of
    fences.

              


      

      
        	
                10.

              	
                Yard
      and car parking area maintenance and repair charges but excluding charges
      for structural repairs to any car parking area of the
      building.

              


      

      
        	
                11.

              	
                Body
      Corporate charges for insurance premiums and related valuation fees and
      management administration expenses.

              


      

      
        	
                12. 

              	
                Management expenses.

              


      

      
        	
                13.

              	
                The
      costs incurred and payable by the Landlord in supplying to the territorial
      authority a building warrant of fitness and obtaining reports as required
      by Section 108 and 110 of the Building Act
2004.

              


      

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        
          	
                  SECOND
      SCHEDULE

                


        

      

      
        


      

      
        TENANT'S
PAYMENTS

      

      


      
        Rent

      

      


      
        	
                1.1

              	
                THE Tenant shall
      pay the annual rent by equal monthly payments in advance (or as varied
      pursuant to any rent review) on the rent payment dates.  The
      first monthly payment (together with rent calculated on a daily basis for
      any period from the commencement date of the term to the first rent
      payment date) shall be payable on the first rent payment
      date.  All rent shall be paid without any deductions or set-off
      by direct payment to the Landlord or as the Landlord may
      direct.

              


      

      


      Rent
Review

      


      
        	
                2.1

              	
                THE annual rent
      payable as from each rent review date shall be determined as
      follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Either
      party may not earlier than 3 months prior to a rent review date and not
      later than the next rent review date give written notice to the other
      party specifying the annual rent proposed as the current market rent as at
      the relevant rent review date.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the party receiving the notice ("the Recipient") gives written notice to
      the party giving the notice ("the Initiator") within 1 month after service
      of the Initiator's notice disputing the annual rent proposed and
      specifying the annual rent proposed by the Recipient as the current market
      rent, then the new rent shall be determined in accordance with clause
      2.2.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      the Recipient fails to give such notice (time being of the essence) the
      Recipient shall be deemed to have accepted the annual rent specified in
      the Initiator's notice and the extension of time for commencing
      arbitration proceedings contained in the Arbitration Act 1996 shall not
      apply.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      any other provision of this clause, the annual rent payable as from the
      relevant rent review date shall not be less than the annual rent payable
      as at the commencement date of the then current lease
  term.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      annual rent agreed, determined or imposed pursuant to this clause shall be
      the annual rent payable as from the relevant rent review date, or the date
      of service of the Initiator's notice if such notice is served later than 3
      months after the relevant rent review date but subject to clause 2.3 and
      2.4.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                The
      rent review at the option of either party may be recorded in a
      Deed.

              


      

      


      Rent
Determinations

      


      
        	
                2.2

              	
                IMMEDIATELY following
      service of the Recipient's notice on the Initiator, the parties shall
      endeavour to agree upon the current market rent, but if agreement is not
      reached within 14 days then the new rent may be determined
      either:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                By
      one party giving written notice to the other requiring the new rent to be
      determined by arbitration; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the parties so agree by registered valuers acting as experts and not as
      arbitrators as follows:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Each
      party shall appoint a valuer and give written notice of the appointment to
      the other party within 14 days of the parties agreeing to so determine the
      new rent;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                If
      the party receiving a notice fails to appoint a valuer within the 14 day
      period then the valuer appointed by the other party shall determine the
      new rent and such determination shall be binding on both
      parties;

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                (3)

              	
                The
      valuers appointed before commencing their determination shall appoint a
      third expert who need not be a registered
  valuer;

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      valuers appointed by the parties shall determine the current market rent
      of the premises but if they fail to agree then the rent shall be
      determined by the third expert;

              


      

      


      
        	
                 
      

              	
                (5)

              	
                Each
      party shall be given the opportunity to make written or oral
      representations subject to such reasonable time and other limits as the
      valuers or the third expert may prescribe and they shall have regard to
      any such representations but not be bound
  thereby.

              


      

      


      
        	
                 
      

              	
                When
      the new rent has been determined the person or persons determining the
      same shall give written notice thereof to the parties.  The
      notice shall provide as to how the costs of the determination shall be
      borne and such provision shall be binding on the
  parties.

              


      

      


      Interim
Rent

      


      
        	
                2.3

              	
                PENDING determination
      of the new rent, the Tenant shall from the relevant rent review date, or
      the date of service of the Initiator's notice if such notice is served
      later than 3 months after the relevant rent review date, until the
      determination of the new rent pay an interim rent as
    follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      both parties supply a registered valuer's certificate substantiating the
      new rents proposed, the interim rent payable shall be half way between the
      new rents proposed by the parties;
or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      only one party supplies a registered valuer's certificate, the interim
      rent payable shall be the rent substantiated by the certificate;
      or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      no registered valuer's certificates are supplied, the interim rent payable
      shall be the rent payable immediately prior to the relevant rent review
      date:

              


      

      


      
        	
                 
      

              	
                but
      in no circumstances shall the interim rent be less than the rent payable
      as at the commencement date of the then current lease
  term.

              


      

      


      
        	
                 
      

              	
                The
      interim rent payable shall be determined as at the relevant rent review
      date, or the date of service of the Initiator's notice if such notice is
      served later than 3 months after the relevant rent review date and,
      subject to clause 2.4, shall not be subject to
  adjustment.

              


      

      


      
        	
                2.4

              	
                UPON determination
      of the new rent, any overpayment shall be applied in payment of the next
      month's rent and any amount then remaining shall immediately be refunded
      to the Tenant.  Any shortfall in payment shall immediately be
      payable by the Tenant.

              


      

      


      Outgoings

      


      
        	
                3.1

              	
                THE Tenant shall
      pay the outgoings properly and reasonably incurred in respect of the
      property which are specified in the First Schedule.  Where any
      outgoing is not separately assessed or levied in respect of the premises
      then the Tenant shall pay such proportion thereof as is specified in the
      First Schedule or if no proportion is specified then such fair proportion
      as shall be agreed or failing agreement determined by
      arbitration.

              


      

      


      
        	
                3.2

              	
                THE Landlord may
      vary the proportion of any outgoing payable to ensure that the tenant pays
      a fair proportion of the outgoing.

              


      

      


      
        	
                3.3

              	
                IF any outgoing is
      rendered necessary by another tenant of the property or that tenant's
      employees, contractors or invitees causing damage to the property or by
      another tenant failing to comply with that tenant's leasing obligations,
      then such outgoing shall not be payable by the
  Tenant.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                3.4

              	
                THE outgoings shall
      be apportioned between the Landlord and the Tenant in respect of periods
      current at the commencement and termination of the
  term.

              


      

      


      
        	
                3.5

              	
                THE outgoings shall
      be payable on demand or if required by the Landlord by monthly instalments
      on each rent payment date of such reasonable amount as the Landlord shall
      determine calculated on an annual basis.  Where any outgoing has
      not been taken into account in determining the monthly instalments it
      shall be payable on demand.

              


      

      


      
        	
                3.6

              	
                AFTER the 31st March in
      each year of the term or such other date in each year as the Landlord may
      specify, and after the end of the term, the Landlord shall supply to the
      Tenant reasonable details of the actual outgoings for the year or period
      then ended.  Any over payment shall be credited or refunded to
      the Tenant and any deficiency shall be payable to the Landlord on
      demand.

              


      

      


      
        	
                3.7

              	
                THE Tenant's
      liability to pay outgoings during the term shall subsist notwithstanding
      the end or earlier termination of the
term.

              


      

      


      
        	
                3.8

              	
                SUBJECT to clauses
      8.1, 16.2 and 21.1 the Tenant shall be liable to pay only those outgoings
      specified in the First Schedule.

              


      

      


      
        	
                3.9

              	
                ANY profit derived by
      the Landlord and if a company by its shareholders either directly or
      indirectly from the management of the property shall not comprise part of
      the management expenses payable as an
outgoing.

              


      

      


      Goods
and Services Tax

      


      
        	
                4.1

              	
                THE Tenant shall
      pay to the Landlord or as the Landlord shall direct the Goods and Services
      Tax payable by the Landlord in respect of the rental and other payments
      payable by the Tenant hereunder.  The tax in respect of the
      rental shall be payable on each occasion when any rental payment falls due
      for payment and in respect of any other payment shall be payable upon
      demand.

              


      

      


      
        	
                4.2

              	
                IF the Tenant shall
      make default in payment of the rental or other moneys payable hereunder
      and the Landlord becomes liable to pay additional Goods and Services Tax
      then the Tenant shall on demand pay to the Landlord the additional
      tax.

              


      

      


      Interest
on Unpaid Money

      


      
        	
                5.1

              	
                IF the Tenant
      defaults in payment of the rent or other moneys payable hereunder for 14
      days then the Tenant shall pay on demand interest at the default interest
      rate on the moneys unpaid from the due date for payment to the date of
      payment.

              


      

      


      Costs

      


      
        	
                6.1

              	
                THE Tenant shall
      pay the Landlord's solicitors reasonable costs of and incidental to the
      preparation of this lease and any variation or renewal or any Deed
      recording a rent review, and the Landlord's legal costs (as between
      solicitor and client) of and incidental to the enforcement or attempted
      enforcement of the Landlord's rights remedies and powers under this
      lease.

              


      

      


      LANDLORD'S
PAYMENTS

      


      Outgoings

      


      
        	
                7.1

              	
                SUBJECT to the
      Tenant's compliances with the provisions of clause 3 the Landlord shall
      pay all outgoings in respect of the property not payable by the Tenant
      direct.  The Landlord shall be under no obligation to minimise
      any liability by paying any outgoing of tax prior to receiving payment
      from the Tenant.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      MAINTENANCE
AND CARE OF PREMISES

      


      Tenant's
Obligations

      


      
        	
                8.1

              	
                THE Tenant shall
      (subject to any maintenance covenant by the Landlord) be responsible
      to:

              


      

      


      
        	
              	
                (a)

              	
                Maintain the
      premises

              


      

      
        	
                 
      

              	
                In
      a proper and workmanlike manner and to the reasonable requirements of the
      Landlord keep and maintain the interior of the premises including the
      Landlord's fixtures and fittings in the same clean order repair and
      condition as they were in at the commencement of this lease and will at
      the end or earlier determination of the term quietly yield up the same in
      the like clean order repair and condition.  In each case the
      Tenant shall not be liable for fair wear and tear arising from reasonable
      use or damage by fire earthquake flood storm act of God inevitable
      accident or any risk against which the Landlord is insured unless the
      insurance moneys are rendered irrecoverable in consequence of any act or
      default of the Tenant or those for whom the Tenant is
      responsible;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Breakages and
      Damage

              


      

      
        	
                 
      

              	
                Pay
      for the repair of all glass breakages and breakage or damage to all doors
      windows light fittings and power points of the premises and shall keep
      that portion of the electrical system of the premises from the switchboard
      to all power outlets in good operating
  condition;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Painting

              


      

      
        	
                 
      

              	
                Paint
      and decorate those parts of the interior of the premises which have
      previously been painted and decorated when the same reasonably require
      repainting and redecoration to a specification as approved by the
      Landlord;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Floor
      coverings

              


      

      
        	
                 
      

              	
                Keep
      all floor coverings in the premises clean and replace all floor coverings
      worn or damaged other than by fair wear and tear with floor coverings of a
      similar quality when reasonably required by the Landlord;
    and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Damage or
      Loss

              


      

      
        	
                 
      

              	
                Make
      good any damage to the property or loss caused by improper careless or
      abnormal use by the Tenant or those for whom the Tenant is responsible, to
      the Landlord's reasonable
requirements.

              


      

      


      
        	
                8.2

              	
                WHERE the Tenant is
      leasing all of the property, the Tenant
shall:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Maintain yards and
      fences

              


      

      
        	
                 
      

              	
                Keep
      and maintain any surfaced areas and all fences in good order and
      repair;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Care of
      grounds

              


      

      
        	
                 
      

              	
                Keep
      any grounds yards and surfaced areas in a tidy condition and maintain any
      garden or lawn areas in a tidy and cared for
  condition;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Water and
      drainage

              


      

      
        	
                 
      

              	
                Keep
      and maintain the storm or waste water drainage system including downpipes
      and guttering clear and unobstructed;
and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Other
    works

              


      

      
        	
                 
      

              	
                Carry
      out such works to the property as the Landlord may require in respect of
      which outgoings are payable by the
Tenant.

              


      

      


      
        	
                8.3

              	
                THE Tenant shall
      not be liable for the maintenance or repair of any building service the
      subject of a service maintenance contract but this clause shall not
      release the Tenant from any obligation to pay for the cost of any such
      contract or charges in respect of any such maintenance or
      repair.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                8.4

              	
                NOTWITHSTANDING any
      other provision of this lease, the Tenant shall not be liable to repair
      any inherent defect in the premises or the Landlord's fixtures and
      fittings nor to pay any outgoings incurred by the Landlord in remedying
      any inherent defect.

              


      

      


      
        	
                8.5

              	
                IF the Landlord shall
      give the Tenant written notice of any failure on the part of the Tenant to
      comply with any of the requirements of clause 8.1 or 8.2 the Tenant shall
      with all reasonable speed so
comply.

              


      

      


      Toilets

      


      
        	
                9.1

              	
                THE toilets sinks
      and drains shall be used for their designed purposes only and no substance
      or matter shall be deposited in them which could damage or block
      them.

              


      

      


      Rubbish
Removal

      


      
        	
                10.1

              	
                THE Tenant shall
      regularly cause all of the Tenant's rubbish and garbage to be removed from
      the premises and will keep the Tenant's rubbish bins or containers in a
      tidy condition.  The Tenant will also at the Tenant's own
      expense cause to be removed all trade waste boxes and other goods or
      rubbish not removable in the ordinary course by the local
      authority.

              


      

      


      Landlord's
Maintenance

      


      
        	
                11.1

              	
                THE Landlord shall
      keep and maintain the building, all building services, the Landlord's
      fixtures and fittings, and the car parks in good order and repair but the
      Landlord shall not be liable for
any:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Repair
      or maintenance which the Tenant is responsible to undertake;
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Want
      of repair or defect in respect of building services, so long as the
      Landlord is maintaining a service maintenance contract covering the work
      to be done, or where the building services have not been supplied by the
      Landlord; or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Repair
      or maintenance which is not reasonably necessary for the Tenant's use and
      enjoyment of the premises and the car parks;
or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Loss
      suffered by the Tenant arising from any want of repair or defect unless
      the Landlord shall have received notice in writing thereof from the Tenant
      and shall not within a reasonable time thereafter have taken appropriate
      steps to remedy the same.

              


      

      


      
        	
                11.2

              	
                THE Landlord shall
      keep and maintain service maintenance contracts for lifts,
      air-conditioning and at the Landlord's option any other building services
      supplied by the Landlord unless it is the obligation of the Tenant to
      maintain such contracts.

              


      

      


      
        	
                11.3

              	
                THE Tenant shall be
      liable to reimburse the Landlord for the cost of any such repair,
      maintenance or service contract if it is an outgoing specified in the
      First Schedule.

              


      

      


      Notification
of Defects

      


      
        	
                12.1

              	
                THE Tenant shall give to
      the Landlord prompt notice of any accident to or defect in the premises of
      which the Tenant may be aware and in particular in relation to any pipes
      or fittings used in connection with the water electrical gas or drainage
      services.

              


      

      


      Landlord's
Right of Inspection

      


      
        	
                13.1

              	
                THE Landlord and the
      Landlord's employees contractors and invitees may at all reasonable times
      enter upon the premises to view their
condition.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Landlord
may Repair

      


      
        	
                14.1

              	
                IF default shall be made
      by the Tenant in the due and punctual compliance with any repair notice
      given by the Landlord pursuant to this lease, or if any repairs for which
      the Tenant is responsible require to be undertaken as a matter of urgency
      then without prejudice to the Landlord's other rights and remedies
      expressed or implied the Landlord may by the Landlord's employees and
      contractors with all necessary equipment and material at all reasonable
      times enter upon the premises to execute such works.  Any moneys
      expended by the Landlord in executing such works shall be payable by the
      Tenant to the Landlord upon demand together with interest thereon at the
      default interest rate from the date of expenditure to the date of
      payment.

              


      

      


      Access
for Repairs

      


      
        	
                15.1

              	
                THE Tenant shall permit
      the Landlord and the Landlord's employees and contractors at all
      reasonable times to enter the premises to carry out repairs to the
      premises or adjacent premises and to install inspect repair renew or
      replace any services where the same are not the responsibility of the
      Tenant all such repairs inspections and work to be carried out with the
      least possible inconvenience to the
Tenant.

              


      

      


      USE
OF PREMISES

      


      Business
Use

      


      
        	
                16.1

              	
                THE Tenant shall not
      without the prior written consent of the Landlord use or permit the whole
      or any part of the premises to be used for any use other than the business
      use.  The Landlord's consent shall not be unreasonably or
      arbitrarily withheld in respect of any proposed
  use:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                not
      in substantial competition with the business of any other occupant of the
      property which might be affected by the
use;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                reasonably
      suitable for the premises; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                complying
      with the requirements of the Resource Management Act 1991, or any other
      statutory provisions relating to resource
  management.

              


      

      


      
        	
                 
      

              	
                If
      any change in use renders any increased or extra premium payable in
      respect of any policy or policies of insurance on the premises the
      Landlord as a condition of granting consent may require the Tenant to pay
      the increased or extra premium.

              


      

      


      
        	
                16.2

              	
                IF any change in use
      requires compliance with Sections 114 and 115 of the Building Act 2004 the
      Landlord, as a condition of granting consent, may require the Tenant to
      comply with Sections 114 and 115 of the Act and to pay all compliance
      costs.

              


      

      


      
        	
                16.3

              	
                IF the premises are a
      retail shop the Tenant shall keep the premises open for business during
      usual trading hours and fully stocked with appropriate merchandise for the
      efficient conduct of the Tenant's
business.

              


      

      


      Lease
of Premises and Carparks Only

      


      
        	
                17.1

              	
                THE tenancy shall relate
      only to the premises and the car parks (if any) and the Landlord shall at
      all times be entitled to use occupy and deal with the remainder of the
      property without reference to the Tenant and the Tenant shall have no
      rights in relation thereto other than the rights of use herein
      provided.

              


      

      


      Neglect
of Other Tenant

      


      
        	
                18.1

              	
                THE Landlord shall not
      be responsible to the Tenant for any act or default or neglect of any
      other tenant of the property.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Signage

      


      
        	
                19.1

              	
                THE Tenant shall not
      affix paint or exhibit or permit to be affixed painted or exhibited any
      name sign name-plate signboard or advertisement of any description on or
      to the exterior of the building or the appurtenances thereof without the
      prior approval in writing of the Landlord but such approval shall not be
      unreasonably or arbitrarily withheld in respect of signage describing the
      Tenant's business.  If approved the signage shall be secured in
      a substantial and proper manner so as not to cause any damage to the
      building or any person and the Tenant shall at the end or sooner
      determination of the term remove the signage and make good any damage
      occasioned thereby.

              


      

      


      Additions
and Alterations

      


      
        	
                20.1

              	
                THE Tenant shall neither
      make nor allow to be made any alterations or additions to any part of the
      premises or alter the external appearance of the building without first
      producing to the Landlord on every occasion plans and specifications and
      obtaining the written consent of the Landlord (not to be unreasonably or
      arbitrarily withheld) for that purpose.  If the Landlord shall
      authorise any alterations or additions the Tenant will at the Tenant's own
      expense if required by the Landlord at the end or earlier termination of
      the term reinstate the premises.  If the Tenant fails to
      reinstate then any costs incurred by the Landlord in reinstating the
      premises whether in whole or in part, within 6 months of the end or
      earlier termination of the term shall be recoverable from the
      Tenant.

              


      

      


      
        	
                20.2

              	
                THE Tenant, when
      undertaking any "building work" to the premises (as that term is defined
      in the Building Act 2004), shall comply with all statutory requirements
      including the obtaining of building consents and code compliance
      certificates pursuant to that Act.

              


      

      


      Compliance
with Statutes and Regulations

      


      
        	
                21.1

              	
                THE Tenant shall comply
      with the provisions of all statutes, ordinances, regulations and by-laws
      relating to the use of the premises by the Tenant or other occupant and
      will also comply with the provisions of all licences, requisitions and
      notices issued by any competent authority in respect of the premises or
      their use by the Tenant or other occupant PROVIDED
      THAT:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Tenant shall not be required to make any structural repairs alterations or
      additions nor to replace or install any plant or equipment except where
      required by reason of the particular nature of the business carried on by
      the Tenant or other occupant of the premises or the number or sex of
      persons employed on the premises;
and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Tenant shall not be liable to discharge the Landlord's obligations as
      owner under the Building Act 2004 unless any particular obligation is the
      responsibility of the Tenant as an occupier of the
    premises.

              


      

      


      
        	
                21.2

              	
                If
      the Landlord is obliged by any such legislation or requirement to expend
      moneys on any improvement addition or alteration to the property then the
      Landlord shall be entitled to charge up to the next rent review date in
      addition to the rent an annual sum equal to the Improvements Rent
      Percentage of the amount so expended by the Landlord and the monthly
      payments of rent shall increase accordingly from the first day of the
      month in which such improvement addition or alteration is
      completed.  If the Landlord would be obliged to expend an
      unreasonable amount then the Landlord may determine this lease and any
      dispute as to whether or not the amount is unreasonable shall be
      determined by arbitration.  In the case of a multi tenancy
      building, the annual sum payable shall be assessed in respect of a fair
      proportion of the amount so
expended.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      No
Noxious Use

      


      
        	
                22.1

              	
                THE Tenant shall
      not:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                bring
      upon or store within the premises nor allow to be brought upon or stored
      within the premises any machinery goods or things of an offensive noxious
      illegal or dangerous nature, or of such weight size or shape as is likely
      to cause damage to the building or any surfaced
  area;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                contaminate
      the property and shall undertake all works necessary to remove any
      contamination of the property other than contamination not caused by the
      Tenant or which took place prior to the commencement date of the lease
      term.  Contamination means any change to the physical chemical
      or biological condition of the property by a "contaminant" as that word is
      defined in the Resource Management Act
1991;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                use
      the premises or allow them to be used for any noisome noxious illegal or
      offensive trade or business; or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                allow
      any act or thing to be done which may be or grow to be a nuisance
      disturbance or annoyance to the Landlord, other tenants of the property,
      or any other person, and generally the Tenant shall conduct the Tenant's
      business upon the premises in a clean quiet and orderly manner free from
      damage nuisance disturbance or annoyance to any such persons but the
      carrying on by the Tenant in a reasonable manner of the business use or
      any use to which the Landlord has consented shall be deemed not to be a
      breach of this clause.

              


      

      


      INSURANCE

      


      Landlord
shall insure

      


      
        	
                23.1

              	
                THE Landlord shall
      at all times during the term keep and maintain any buildings on the
      property insured under a policy of the type shown in the First Schedule
      against loss damage or destruction by fire and such other risks as the
      Landlord may reasonably determine and such cover may extend
      to:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                a
      12 month indemnity in respect of consequential loss of rent and
      outgoings;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                loss
      damage or destruction of any of the Landlord's fixtures fittings and
      chattels; or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                public
      liability.

              


      

      


      Tenant
not to Void Insurances

      


      
        	
                24.1

              	
                THE Tenant shall
      not carry on or allow upon the premises any trade or occupation or allow
      to be done any act or thing which:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                shall
      make void or voidable any policy of insurance on the property;
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                may
      render any increased or extra premium payable for any policy of insurance
      except where in circumstances in which any increased premium is payable
      the Tenant shall have first obtained the consent of the insurer of the
      premises and the Landlord and made payment to the insurer of the amount of
      any such increased or extra premium as may be payable but the carrying on
      by the Tenant in a reasonable manner of the business use or of any use to
      which the Landlord has consented shall be deemed not to be a breach of
      this clause.

              


      

      


      
        	
                 
      

              	
                In
      any case where in breach of this clause the Tenant has rendered any
      insurance less effective or void and the Landlord has suffered loss or
      damage thereby the Tenant shall forthwith compensate the Landlord in full
      for such loss or damage.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      When
Tenant to have benefit of Landlord's insurance

      


      
        	
                25.1

              	
                The
      Landlord will indemnify the Tenant for the cost of making good damage to
      the property or loss to the Landlord where the Tenant is obligated to pay
      for making good such damage or loss, to the extent that the Landlord is
      insured and the insurance moneys are not rendered irrecoverable in
      consequence of any act or default of the Tenant or those for whom the
      Tenant is responsible.

              


      

      


      DAMAGE
TO OR DESTRUCTION OF PREMISES

      


      Total
Destruction

      


      
        	
                26.1

              	
                IF the premises or
      any portion of the building of which the premises may form part shall be
      destroyed or so damaged:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                as
      to render the premises untenantable then the term shall at once terminate;
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      the reasonable opinion of the Landlord as to require demolition or
      reconstruction, then the Landlord may within 3 months of the date of
      damage give the Tenant 1 month written notice to terminate and a fair
      proportion of the rent and outgoings shall cease to be payable as from the
      date of damage.

              


      

      


      
        	
                 
      

              	
                Any
      termination pursuant to this clause shall be without prejudice to the
      rights of either party against the
other.

              


      

      


      Partial
Destruction

      


      
        	
                27.1

              	
                IF the premises or
      any portion of the building of which the premises may form part shall be
      damaged but not so as to render the premises untenantable
    and:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                the
      Landlord's policy or policies of insurance shall not have been invalidated
      or payment of the policy moneys refused in consequence of some act or
      default of the Tenant; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                all
      the necessary permits and consents shall be
  obtainable,

              


      

      


      
        	
                 
      

              	
                THEN the Landlord shall
      with all reasonable speed expend all the insurance moneys received by the
      Landlord in respect of such damage towards repairing such damage or
      reinstating the premises and/or the building but the Landlord shall not be
      liable to expend any sum of money greater than the amount of the insurance
      money received.

              


      

      


      
        	
                27.2

              	
                Any
      repair or reinstatement may be carried out by the Landlord using such
      materials and form of construction and according to such plan as the
      Landlord thinks fit and shall be sufficient so long as it is reasonably
      adequate for the Tenant's occupation and use of the
    premises.

              


      

      


      
        	
                27.3

              	
                Until
      the completion of the repairs or reinstatement a fair proportion of the
      rent and outgoings shall cease to be payable as from the date of
      damage.

              


      

      


      
        	
                27.4

              	
                If
      any necessary permit or consent shall not be obtainable or the insurance
      moneys received by the Landlord shall be inadequate for the repair or
      reinstatement then the term shall at once terminate but without prejudice
      to the rights of either party against the
other.

              


      

      


      DEFAULT

      


      Distress

      


      
        	
                28.1

              	
                THE Landlord may
      distrain for rent or other moneys payable under this lease remaining
      unpaid 14 days after due date.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        Re-entry

      

      


      
        	
                29.1

              	
                THE Landlord may
      re-enter the premises at the time or at any time
    thereafter:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                if
      the rent shall be in arrear 14 days after any of the rent payment
      dates;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      case of breach by the Tenant of any covenant or agreement on the Tenant's
      part herein expressed or implied;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                if
      the Tenant shall make or enter into or endeavour to make or enter into any
      composition assignment or other arrangement with or for the benefit of the
      Tenant's creditors;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                in
      the event of the insolvency bankruptcy or liquidation of the Tenant;
      or

              


      

      


      
        	
                 
      

              	
                (e)

              	
                if
      the Tenant shall suffer distress or execution to issue against the
      Tenant's property goods or effects under any judgment against the Tenant
      in any Court for a sum in excess of five thousand dollars
      ($5,000),

              


      

      


      
        	
                 
      

              	
                and
      the term shall terminate on such re-entry but without prejudice to the
      rights of either party against the
other.

              


      

      


      Essentiality
of Payments

      


      
        	
                30.1

              	
                FAILURE to pay rent
      or other moneys payable hereunder on the due date shall be a breach going
      to the essence of the Tenant's obligations under the Lease.  The
      Tenant shall compensate the Landlord and the Landlord shall be entitled to
      recover damages from the Tenant for such breach.  Such
      entitlement shall subsist notwithstanding any determination of the lease
      and shall be in addition to any other right or remedy which the Landlord
      may have.

              


      

      


      
        	
                30.2

              	
                THE acceptance by
      the Landlord of arrears of rent or other moneys shall not constitute a
      waiver of the essentiality of the Tenant's continuing obligation to pay
      rent and other moneys.

              


      

      


      Repudiation

      


      
        	
                31.1

              	
                THE Tenant shall
      compensate the Landlord and the Landlord shall be entitled to recover
      damages for any loss or damage suffered by reason of any acts or omissions
      of the Tenant constituting a repudiation of the lease or the Tenant's
      obligations under the lease.  Such entitlement shall subsist
      notwithstanding determination of the lease and shall be in addition to any
      other right or remedy which the Landlord may
  have.

              


      

      


      REMOVAL
OF TENANT'S FIXTURES, FITTINGS AND CHATTELS

      


      
        	
                32.1

              	
                THE Tenant may at any
      time before and will if required by the Landlord at the end or earlier
      termination of the term remove all the Tenant's fixtures fittings and
      chattels and make good at the Tenant's own expense all resulting damage
      and if not removed within 7 days after the date of termination ownership
      of the fixtures fittings and chattels may at the Landlord's election pass
      to the Landlord or the Landlord may in a proper and workmanlike manner
      remove the same from the premises and forward them to a refuse collection
      centre.

              


      

      


      
        	
                32.2

              	
                The
      cost of making good resulting damage and the cost of removal shall be
      recoverable from the Tenant and the Landlord shall not be liable to pay
      any compensation nor be liable for any loss suffered by the
      Tenant.

              


      

      


      QUIET
ENJOYMENT

      


      
        	
                33.1

              	
                THE Tenant paying the
      rent and performing and observing all the covenants and agreements herein
      expressed and implied shall quietly hold and enjoy the premises throughout
      the term without any interruption by the Landlord or any person claiming
      under the Landlord.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      RENEWAL
OF LEASE

      


      
        	
                34.1

              	
                IF the Tenant has given
      to the Landlord written notice to renew the lease at least 3 calendar
      months before the end of the term and is not at the date of the giving of
      such notice in breach of this lease (including any maintenance
      obligations) then the Landlord will grant anew lease for a further term
      from the renewal date as follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      the renewal date is a rent review date the annual rent shall be agreed
      upon or failing agreement shall be determined in accordance with clauses
      2.1 and 2.2 but such annual rent shall not be less than the rent payable
      as at the commencement date of the immediately preceding lease
      term;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Subject
      to the provisions of paragraph (a) the new lease shall be upon and subject
      to the covenants and agreements herein expressed and implied except that
      the term of this lease plus all further terms shall expire on or before
      the final expiry date;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      annual rent shall be subject to review during the term of the new lease on
      the rent review dates or if no dates are specified then after the lapse of
      the equivalent periods of time as are provided herein for rent
      reviews;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Landlord as a condition of granting a new lease shall be entitled to have
      the new lease guaranteed by any guarantor who has guaranteed this lease on
      behalf of the Tenant who has given
notice;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Pending
      the determination of the rent, the Tenant shall pay an interim rent in
      accordance with clauses 2.3 and 2.4;
and

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Notwithstanding
      anything contained in clause 34.1(e) the interim rent referred to in that
      clause shall not be less than the annual rent payable as at the
      commencement date of the immediately preceding lease
  term.

              


      

      


      ASSIGNMENT
OR SUBLETTING

      


      
        	
                35.1

              	
                THE Tenant shall not
      assign sublet or otherwise part with the possession of the premises or any
      part thereof without first obtaining the written consent of the Landlord
      which the Landlord shall give if the following conditions are
      fulfilled:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Tenant proves to the satisfaction of the Landlord that the proposed
      assignee or subtenant is (and in the case of a company that the
      shareholders of the proposed assignee or subtenant are) respectable
      responsible and has the financial resources to meet the Tenant's
      commitments under this lease;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                All
      rent and other moneys payable have been paid and there is not any
      subsisting breach of any of the Tenant's
  covenants;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                In
      the case of an assignment a deed of covenant in customary form approved or
      prepared by the Landlord is duly executed and delivered to the
      Landlord;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                In
      the case of an assignment to a company (other than a company listed on the
      main board of a public stock exchange) a deed of guarantee in customary
      form approved or prepared by the Landlord is duly executed by the
      principal shareholders of that company and delivered to the Landlord;
      and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Tenant pays the Landlord's proper costs and disbursements in respect of
      the approval and the preparation of any deed of covenant or guarantee and
      (if appropriate) all fees and charges payable in respect of any reasonable
      inquiries made by or on behalf of the Landlord concerning any proposed
      assignee subtenant or guarantor.  All such costs shall be
      payable whether or not the assignment or subletting
    proceeds.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                35.2

              	
                WHERE the Landlord
      consents to a subletting the consent shall extend only to the subletting
      and notwithstanding anything contained or implied in the sublease the
      consent shall not permit any subtenant to deal with the sublease in any
      way in which the Tenant is restrained from dealing without
      consent.

              


      

      


      
        	
                35.3

              	
                ANY assignment or
      subletting of the type or in the manner referred to in Section 109(2) of
      the Property Law Act 1952 shall be a breach of the provisions of this
      lease.

              


      

      


      
        	
                35.4

              	
                WHERE any Tenant is
      a company which is not listed on the main board of a public stock exchange
      then any change in the legal or beneficial ownership of its shares or
      issue of new capital whereby in either case there is a change in the
      effective management or control of the company is deemed to be an
      assignment of this lease.

              


      

      


      UNIT
TITLE COVENANTS

      


      Body
Corporate

      


      
        	
                36.1

              	
                THE expression
      "Body Corporate" means the Body Corporate incorporated under the Unit
      Titles Act 1972 ("the Act") in respect of the
  property.

              


      

      


      Act
and Rules Paramount

      


      
        	
                36.2

              	
                THIS lease shall be
      subject to the provisions of the rules of the Body Corporate and the
      provisions of the Act.

              


      

      


      Insurance

      


      
        	
                36.3

              	
                THE Landlord's
      obligation to insure the building shall be satisfied by the Body Corporate
      maintaining the same insurance covers in accordance with the
      Act.

              


      

      


      Indemnity

      


      
        	
                36.4

              	
                THE Tenant's
      obligation to indemnify the Landlord as herein expressed is extended to
      include the Body Corporate but only to the extent that the Body Corporate
      is not fully indemnified under any policy of
  insurance.

              


      

      


      Landlord's
Obligations

      


      
        	
                36.5

              	
                THE Landlord shall
      observe and perform all of the Landlord's obligations as a member of the
      Body Corporate and shall use the Landlord's best endeavours to ensure that
      the Body Corporate complies with its rules and the provisions of the
      Act.

              


      

      


      Consents

      


      
        	
                36.6

              	
                WHERE in this lease
      the consent of the Landlord is required in respect of any matter then the
      like consent of the Body Corporate shall also be required if the consent
      of the Body Corporate to any such matter would be necessary under its
      rules or the Act.

              


      

      


      Carparks

      


      
        	
                37.1

              	
                THE Tenant shall
      have the right to exclusive possession of the leased carparks, but when
      any carpark is not being used by the Tenant other persons shall be
      entitled to pass over the same.

              


      

      


      
        	
                37.2

              	
                THE Landlord may
      carry out repairs to the carparks and no abatement of rent or other
      compensation shall be claimed by the Tenant except pursuant to clauses
      26.1 or 27.

              


      

      


      
        	
                37.3

              	
                THE Tenant shall
      comply with the Landlord's reasonable requirements relating to the use of
      the carparks and access thereto and in particular shall only use the car
      parks for the parking of one car per parking
  space.

              


      

      


      
        	
                37.4

              	
                THE provisions of
      the Second Schedule shall apply to the car parks as
      appropriate.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      GENERAL

      


      Holding
Over

      


      
        	
                38.1

              	
                IF the Landlord
      permits the Tenant to remain in occupation of the premises after the
      expiration or sooner determination of the term, such occupation shall be a
      monthly tenancy only terminable by one month's written notice at the rent
      then payable and otherwise on the same covenants and agreements (so far as
      applicable to a monthly tenancy) as herein expressed or
      implied.

              


      

      


      Access
for Re-Letting or Sale

      


      
        	
                39.1

              	
                THE Tenant will
      during the term permit the Landlord, the Landlord's representatives and
      prospective tenants or purchasers to have access to inspect the premises
      provided that:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                any
      such inspection is at a time which is reasonably convenient to the
      Tenant;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                is
      conducted in a manner which does not cause disruption to the Tenant;
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                if
      the Landlord or the Landlord's representatives are not present the persons
      inspecting have written authority from the Landlord to do
    so.

              


      

      


      Suitability

      


      
        	
                40.1

              	
                NO warranty or
      representation expressed or implied has been or is made by the Landlord
      that the premises are now suitable or will remain suitable or adequate for
      use by the Tenant or that any use of the premises by the Tenant will
      comply with the by-laws or ordinances or other requirements of any
      authority having jurisdiction.

              


      

      


      Affirmation

      


      
        	
                41.1

              	
                A party to this lease
      shall not be entitled to cancel this lease if, with full knowledge of any
      repudiation or misrepresentation or breach of covenant, that party
      affirmed this lease.

              


      

      


      Waiver

      


      
        	
                42.1

              	
                NO waiver or
      failure to act by either party in respect of any breach by the other shall
      operate as a waiver of another
breach.

              


      

      


      Land
Transfer Title or Mortgagee's consent

      


      
        	
                43.1

              	
                THE Landlord shall
      not be required to do any act or thing to enable this lease to be
      registered or be required to obtain the consent of any mortgagee of the
      property and the Tenant will not register a caveat in respect of the
      Tenant's interest hereunder.

              


      

      


      Notices

      


      
        	
                44.1

              	
                ALL notices must be
      in writing and must be served by one of the following
    means:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                In
      the case of a notice given under Section 118 of the Property Law Act 1952
      in the manner prescribed by Section 152 of that Act;
  and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                In
      all other cases by personal delivery, or by posting by registered or
      ordinary mail, or by facsimile, or by
e-mail.

              


      

      


      
        	
                44.2

              	
                In
      respect of the means of service specified in clause 44.1(b), a notice is
      deemed to have been served:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                in
      the case of personal delivery, when received by the
    addressee;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      the case of posting by mail, on the second working day following the date
      of posting to the addressee's last known address in New
      Zealand;

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                (c)

              	
                in
      the case of facsimile transmission, when sent to the addressee's facsimile
      number; or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                in
      the case of e-mail, when acknowledged by the addressee by return e-mail or
      otherwise in writing.

              


      

      


      
        	
                44.3

              	
                In
      the case of a notice to be served on the Tenant, if the Landlord is
      unaware of the Tenant's last known address in New Zealand or the Tenant's
      facsimile number, any notice placed conspicuously on any part of the
      premises shall be deemed to have been served on the Tenant on the day on
      which it is affixed.

              


      

      


      
        	
                44.4

              	
                A
      notice shall be valid if given by any director, general manager, solicitor
      or other authorised representative of the party giving the
      notice.

              


      

      


      
        	
                44.5

              	
                For
      the purposes of this clause a working day means any day on which
      registered banks are open in the province where the property is situated,
      other than a Saturday or Sunday.  Notices served after 5pm on a
      working day, or on a day which is not a working day, shall be deemed to
      have been served on the next succeeding working
  day.

              


      

      


      Arbitration

      


      
        	
                45.1

              	
                UNLESS any dispute
      or difference is resolved by mediation or other agreement, the same shall
      be submitted to the arbitration of one arbitrator who shall conduct the
      arbitral proceedings in accordance with the Arbitration Act 1996 and any
      amendment thereof or any other statutory provision then relating to
      arbitration.

              


      

      


      
        	
                45.2

              	
                IF the parties are
      unable to agree on the arbitrator, an arbitrator shall be appointed, upon
      request of any party, by the President or Vice President for the time
      being of the District Law Society of the district within which the
      premises are situated.  That appointment shall be binding on all
      parties to the arbitration and shall be subject to no
      appeal.  The provisions of Article 11 of the First Schedule of
      the Arbitration Act 1996 are to be read subject hereto and varied
      accordingly.

              


      

      


      
        	
                45.3

              	
                THE procedures
      prescribed in this clause shall not prevent the Landlord from taking
      proceedings for the recovery of any rent or other monies payable hereunder
      which remain unpaid or from exercising the rights and remedies in the
      event of such default prescribed in clauses 28.1 and 29.1
      hereof.

              


      

      


      Interpretation

      


      
        	
                46.1

              	
                IN this
      lease:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                "the
      Landlord" and "the Tenant" means where appropriate the executors,
      administrators, successors and permitted assigns of the Landlord and the
      Tenant;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                "the
      property" and "the building" mean the land and building(s) of the Landlord
      which comprise or contain the premises.  Where the premises are
      part of a unit title development the words "the property" mean the land
      and building(s) comprised in the
development;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                "the
      common areas" means those parts of the property the use of which is
      necessary for the enjoyment of the premises and which is shared with other
      tenants and occupiers;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                "GST"
      means the Goods and Services Tax;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                "structural
      repair, alteration or addition" means a repair, alteration or addition to
      the structure or fabric of the building but excluding building
      services;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                "renewal"
      means the granting of a new lease as provided for in clause
      34.1;

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                (g)

              	
                Whenever
      words appear in this lease that also appear in the First Schedule then
      those words shall mean and include the details supplied after them in the
      First Schedule;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Where
      the context requires or admits, words importing the singular shall import
      the plural and vice versa;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                "those
      for whom the Tenant is responsible" includes the Tenant's agents employees
      contractors or invitees.

              


      

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ADDITIONAL
CLAUSES

      


      
        	
                47.

              	
                In
      addition to the Landlords obligations in clause 11.1 the Landlord shall at
      its cost keep and maintain the building in a watertight
      condition.  Subject to the landlord's obligation to keep the
      premises watertight, the Tenant under the first schedule of the lease will
      be liable for the usual cleaning, maintenance and repair charges to the
      exterior.

              


      

      


      
        	
                48.

              	
                Except
      in respect of the Tenants obligations in clause 32.1 and 32.2 the Landlord
      agrees to repair all damage not caused by fair wear and tear at the expiry
      of the lease term based on an agreed standard at the beginning of the
      lease term.

              


      

      


      
        	
                49.

              	
                The
      Landlord shall construct a 910mm width doorway between Unit G presently
      occupied by the Tenant and Unit F.  The Tenant shall not have
      any liability to remove the door and reinstate the inter tenancy wall at
      the end of the lease term.

              


      

      


      
        	
                50.

              	
                The
      Guarantor warrants to guarantee the rental under this lease up to a
      maximum liability of  12 months
  rental.

              


      

      


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      THIRD
SCHEDULE

      


      GUARANTEE

      


      


      IN CONSIDERATION of the
Landlord entering into the lease at the Guarantor's request the
Guarantor:

      


      
        	
                (a)

              	
                guarantees
      payment of the rent and the performance by the Tenant of the covenants in
      the lease, and

              


      

      


      
        	
                (b)

              	
                indemnifies
      the Landlord against any loss the Landlord might suffer should the lease
      be lawfully disclaimed or abandoned by any liquidator, receiver or other
      person.

              


      

      


      
        	
                 
      

              	
                Provided
      however the liability of the Guarantor under this Guarantee and Indemnity
      is limited to an amount equal to 12 months
  rental.

              


      

      


      THE GUARANTOR covenants with
the Landlord that:

      


      
        	
                1.

              	
                NO release delay or
      other indulgence given by the Landlord to the Tenant or to the Tenant's
      successors or assigns or any other thing whereby the Guarantor would have
      been released had the Guarantor been merely a surety shall release
      prejudice or affect the liability of the Guarantor as a guarantor or as
      indemnifier.

              


      

      


      
        	
                2.

              	
                AS between the Guarantor
      and the Landlord the Guarantor may for all purposes be treated as the
      Tenant and the Landlord shall be under no obligation to take proceedings
      against the Tenant before taking proceedings against the
      Guarantor.

              


      

      


      
        	
                3.

              	
                THE guarantee is for the
      benefit of and may be enforced by any person entitled for the time being
      to receive the rent.

              


      

      


      
        	
                4.

              	
                AN assignment of the
      lease and any rent review in accordance with the lease shall not release
      the Guarantor from liability.

              


      

      


      
        	
                5.

              	
                SHOULD there be more
      than one Guarantor their liability under this guarantee shall be joint and
      several.

              


      

      


      
        	
                6.

              	
                THE Guarantee shall
      extend to any holding over by the
Tenant.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
         

        Dated

      

      
        


         

        Between


      

      
         

        Lionel
Cranston JOYCE and Kevin George OGLES as trustees of the First Five
Trust

      

      
        


         

        Landlord

      

      
        


         

        and

      

      
        


         

        Pure
Depth Incorporated Limited

      

      
        


         

        Tenant

      

      
        


         

        


      

      
        


         

        


      

      
        
          
            

          

        

         

      

      
        DEED
OF LEASE

         

        
          
            

          



      

      
        


      

      
        


         

        Landlord's
solicitor:

      

      
        


         

        KEVIN
OGLES & ASSOCIATES

      

      
        LAWYERS

      

      
        PO Box 24
059

      

      
        ROYAL
OAK

      

      
        AUCKLAND

         

        
          


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

        
          DEED
OF LEASE

        

         

      

      
        	
                DEED

              	
                made the 31 day of May
      2006

              


      

       

      
        	
                LANDLORD

              	
                Lionel
      Cranston JOYCE and Kevin George OGLES as trustees of the First Five
      Trust

              


      

      


      
        	
                TENANT

              	
                PureDepth
      Incorporated Limited

              


      

      


      
        	
                GUARANTOR

              	
                K
      One W One Limited at Auckland

              


      

       

      THE LANDLORD leases to the
Tenant and the Tenant takes on lease the premises and the carparks (if any)
described in the First Schedule together with the right to use:

      
        	
                a)

              	
                The
      Landlord's fixtures and fittings contained in the
  premises.

              


      

      
        	
                b)

              	
                The
      common areas of the property.

              


      

      
        


         

        FOR the term from the
commencement date and at the annual rent (subject to review if applicable) as
set out in the First Schedule.

      

      
         

      

      
         

        THE LANDLORD AND THE TENANT
covenant as set out in this Second Schedule.

      

       

       

      
        THE GUARANTOR covenants with
the Landlord as set out in the Third Schedule.

      

      
         

        


      

      
        SIGNED by the
Landlord*

      

      
        
          
             

            
              
                	
                        in
      the presence of:

                      	 
      	
                        _____________________________

                      
	 
      	 
      	
                        Signature
      of Landlord

                      
	 
      	 
      	 
      
	
                        _____________________________

                      	 
      	
                        _____________________________

                      
	
                        Witness
      Signature

                      	 
      	
                        Print
      Full Name

                      
	 
      	 
      	
                        (For
      a Company Specify Description

                      
	
                        _____________________________

                      	 
      	
                        Director/Attorney/Authorised
      Signatory)

                      
	
                        Witness
      Name

                      	 
      	 
      
	 
      	 
      	 
      
	
                        _____________________________

                      	 
      	
                        _____________________________

                      
	
                        Witness
      Occupation

                      	 
      	
                        Signature
      of Landlord

                      
	 
      	 
      	 
      
	
                        _____________________________

                      	 
      	
                        _____________________________

                      
	
                        Witness
      Address

                      	 
      	
                        Print
      Full Name

                      
	 
      	 
      	
                        (For
      a Company Specify Description

                      
	 
      	 
      	
                        Director/Attorney/Authorised
      Signatory)

                      


              

*If
appropriate add:

          

          
            "by its director(s)" OR "by its duly
appointed attorney"

          

          
             

          

          
            
              	
                      Note:

                    	
                      This
      document must be executed by a company according to its
      Constitution.  If two directors sign, no witnessing is
      necessary.  If only one director or a director and secretary or
      authorised signatory(ies) or attorney sign, signatures must be
      witnessed.

                    


            

          

          
             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            SIGNED by the
Tenant*

          

          
             

            
               

              
                
                  	
                          in
      the presence of:

                        	 
      	
                          _____________________________

                        
	 
      	 
      	
                          Signature
      of Tenant

                        
	 
      	 
      	 
      
	
                          _____________________________

                        	 
      	
                          _____________________________

                        
	
                          Witness
      Signature

                        	 
      	
                          Print
      Full Name

                        
	 
      	 
      	
                          (For
      a Company Specify Description

                        
	
                          _____________________________

                        	 
      	
                          Director/Attorney/Authorised
      Signatory)

                        
	
                          Witness
      Name

                        	 
      	 
      
	 
      	 
      	 
      
	
                          _____________________________

                        	 
      	
                          _____________________________

                        
	
                          Witness
      Occupation

                        	 
      	
                          Signature
      of Tenant

                        
	 
      	 
      	 
      
	
                          _____________________________

                        	 
      	
                          _____________________________

                        
	
                          Witness
      Address

                        	 
      	
                          Print
      Full Name

                        
	 
      	 
      	
                          (For
      a Company Specify Description

                        
	 
      	 
      	
                          Director/Attorney/Authorised
      Signatory)

                        


                



            

          

          
            SIGNED by the
Guarantor*

          

          
             

            
               

              
                
                  	
                          in
      the presence of:

                        	 
      	
                          _____________________________

                        
	 
      	 
      	
                          Signature
      of Guarantor

                        
	 
      	 
      	 
      
	
                          _____________________________

                        	 
      	
                          _____________________________

                        
	
                          Witness
      Signature

                        	 
      	
                          Print
      Full Name

                        
	 
      	 
      	
                          (For
      a Company Specify Description

                        
	
                          _____________________________

                        	 
      	
                          Director/Attorney/Authorised
      Signatory)

                        
	
                          Witness
      Name

                        	 
      	 
      
	 
      	 
      	 
      
	
                          _____________________________

                        	 
      	
                          _____________________________

                        
	
                          Witness
      Occupation

                        	 
      	
                          Signature
      of Guarantor

                        
	 
      	 
      	 
      
	
                          _____________________________

                        	 
      	
                          _____________________________

                        
	
                          Witness
      Address

                        	 
      	
                          Print
      Full Name

                        
	 
      	 
      	
                          (For
      a Company Specify Description

                        
	 
      	 
      	
                          Director/Attorney/Authorised
      Signatory)

                        


                

              

            

          

          
             

            *If
appropriate add:

          

          
            


          

          
            "by its director(s)" OR "by its duly
appointed attorney"

          

          
            


          

          
            
              	
                      Note:

                    	
                      This
      document must be executed by a company according to its
      Constitution.  If two directors sign, no witnessing is
      necessary.  If only one director or a director and secretary or
      authorised signatory(ies) or attorney sign, signatures must be
      witnessed.

                    


            

             

          

        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      
        
          	
                  FIRST
      SCHEDULE

                


        

      

      
         

        

          
            	
                    PREMISES:

                  	 	
                    Unit
      G, 24 Morrin Road, Mt Wellington as comprised in Certificate of Title
      NA57522 and as hatched in red on the attached
  plan

                  


          

          


          
            	
                    CARPARKS:

                  	 	
                    AU21
      and the area marked HCP hatched blue on the attached plan comprising a
      total of seven (7) carparks.

                  


          

          


          
            	
                    TERM:

                  	
                     

                  	
                          
                      Four
      (4) years

                    

                  
	 	 	 
	

                    COMMENCEMENT
      DATE:

                  	 	

                          
                      1
      November 2004

                    

                  
	 	 	 
	

                    RIGHTS OF
      RENEWAL:

                  	 	

                          
                      One
      (1) further term of six (6)
years

                    

                  


          

           

          
            	
                    RENEWAL
      DATES:

                  	 	
                    1st
      November 2008

                  


          

          


          
            	
                    FINAL EXPIRY
      DATE:

                  	 	
                          
                      31
      October 2014

                    

                  


          

          


          
            
              	
                      ANNUAL
      RENT:

                    	
                      Premises:

                    	
                      $33,750.00

                    	
                      plus
  GST

                    
	
                      (Subject
      to review if applicable)

                    	
                      Carparks:

                    	
                      $Nil

                    	
                      plus
  GST

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      TOTAL

                    	
                      $33,750.00

                    	
                      plus
  GST

                    
	 
      	 
      	 
      	 
      
	
                      MONTHLY
      RENT:

                    	 
      	
                      $2,812.50

                    	
                      plus
  GST

                    


            

             

          

          
            	
                    RENT PAYMENT
      DATES:

                  	
                          
                      The
      1st day of each month commencing on the 1st day of January
      2005

                    

                  
	 	

                          
                      (subject
      to the Tenant having paid the deposit of $6,328.13 (including
      GST)

                    

                  


          

          
          

          
            	
                    RENT REVIEW
      DATES:

                  	
                    (a)  Each
      renewal date;

                  


          

          
            	
                    (Delete where appropriate: if
      neither

                  	
                    OR

                  


          

          
            	
                    option is deleted, then option
      (a) applies

                  	
                    (b)  (Insert
      dates):

                  	
                          
                      1st
      November in each of 2008, 2010, 2012 subject to the rent for the two year
      term commencing 1st November 2006 being $37,750.00 per annum plus
      GST

                    

                  


          

          


          
            	
                    PROPORTION OF
      OUTGOINGS:  (clause 3.1)

                  	
                          
                      16.57%

                    

                  


          

          


          
            	
                    DEFAULT INTEREST
      RATE:  (clause 5.1)

                  	
                    12.0%
      per annum

                  


          

          


          
            	
                    IMPROVEMENTS RENT
      PERCENTAGE:  (clause 21.2)

                  	
                    10.0%

                  


          

          


          BUSINESS
USE:  (clause 16.1)  Administration, research,
development and assembly of video screens.


          


          
            	
                    LANDLORD'S
      INSURANCE:  (clause 23.1)

                  	
                    (a)

                  	
                    Full replacement and
      reinstatement (including loss damage or destruction of windows and other
      glass);

                  
	 	 	 
	

                    (Delete
      where appropriate:  if neither option is
      deleted, 

                  	OR	 
	

                    then
      option (a) applies)

                  	 	 


          

          
            	
                     
      

                  	
                    (b)

                  	
                    Indemnity
      to full insurable value (including loss damage or destruction of windows
      and other glass).

                  


          

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

        

      

      OUTGOINGS

      (clause
3)

      


      
        	
                1. 

              	
                Rates
      or levies payable to any local or territorial
  authority.

              


      

      
        	
                2.

              	
                Charges
      for water gas electricity telephones and other utilities or services,
      including line charges.

              


      

      
        	
                3.

              	
                Rubbish
      collection charges.

              


      

      
        	
                4.

              	
                New
      Zealand Fire Service charges and the maintenance charges in respect of all
      fire detection and fire fighting
equipment.

              


      

      
        	
                5.

              	
                Insurance
      premiums and related valuation fees and any insurance excess in respect of
      a claim but not exceeding $500 (clause
23).

              


      

      
        	
                6.

              	
                Service
      contract charges for air conditioning, lifts, other building services and
      security services.

              


      

      
        	
                7.

              	
                Cleaning
      maintenance and repair charges including charges for repainting,
      decorative repairs and the maintenance and repair of building services to
      the extent that such charges do not comprise part of the cost of a service
      maintenance contract, but excluding charges for structural repairs to the
      building (minor repairs to the roof of the building shall not be a
      structural repair), and charges being the Landlords cost pursuant to
      clause 47.

              


      

      
        	
                8.

              	
                The
      provisioning of toilets and other shared
  facilities.

              


      

      
        	
                9.

              	
                The
      cost of ground maintenance i.e. lawns, gardens and planted areas including
      plant hire and replacement, and the cost of repair of
    fences.

              


      

      
        	
                10.

              	
                Yard
      and car parking area maintenance and repair charges but excluding charges
      for structural repairs to any car parking area of the
      building.

              


      

      
        	
                11.

              	
                Body
      Corporate charges for insurance premiums and related valuation fees and
      management administration expenses.

              


      

      12.           Management
expenses.

      
        	
                13.

              	
                The
      costs incurred and payable by the Landlord in supplying to the territorial
      authority a building warrant of fitness and obtaining reports as required
      by Section 108 and 110 of the Building Act
2004.

              


      

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        
          	
                  SECOND
      SCHEDULE

                


        

      

      
        


      

      
        TENANT'S
PAYMENTS

      

      


      
        Rent

      

      


      
        	
                1.1

              	
                THE Tenant shall
      pay the annual rent by equal monthly payments in advance (or as varied
      pursuant to any rent review) on the rent payment dates.  The
      first monthly payment (together with rent calculated on a daily basis for
      any period from the commencement date of the term to the first rent
      payment date) shall be payable on the first rent payment
      date.  All rent shall be paid without any deductions or set-off
      by direct payment to the Landlord or as the Landlord may
      direct.

              


      

      


      Rent
Review

      


      
        	
                2.1

              	
                THE annual rent
      payable as from each rent review date shall be determined as
      follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Either
      party may not earlier than 3 months prior to a rent review date and not
      later than the next rent review date give written notice to the other
      party specifying the annual rent proposed as the current market rent as at
      the relevant rent review date.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the party receiving the notice ("the Recipient") gives written notice to
      the party giving the notice ("the Initiator") within 1 month after service
      of the Initiator's notice disputing the annual rent proposed and
      specifying the annual rent proposed by the Recipient as the current market
      rent, then the new rent shall be determined in accordance with clause
      2.2.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      the Recipient fails to give such notice (time being of the essence) the
      Recipient shall be deemed to have accepted the annual rent specified in
      the Initiator's notice and the extension of time for commencing
      arbitration proceedings contained in the Arbitration Act 1996 shall not
      apply.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      any other provision of this clause, the annual rent payable as from the
      relevant rent review date shall not be less than the annual rent payable
      as at the commencement date of the then current lease
  term.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      annual rent agreed, determined or imposed pursuant to this clause shall be
      the annual rent payable as from the relevant rent review date, or the date
      of service of the Initiator's notice if such notice is served later than 3
      months after the relevant rent review date but subject to clause 2.3 and
      2.4.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                The
      rent review at the option of either party may be recorded in a
      Deed.

              


      

      


      Rent
Determinations

      


      
        	
                2.2

              	
                IMMEDIATELY following
      service of the Recipient's notice on the Initiator, the parties shall
      endeavour to agree upon the current market rent, but if agreement is not
      reached within 14 days then the new rent may be determined
      either:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                By
      one party giving written notice to the other requiring the new rent to be
      determined by arbitration; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the parties so agree by registered valuers acting as experts and not as
      arbitrators as follows:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Each
      party shall appoint a valuer and give written notice of the appointment to
      the other party within 14 days of the parties agreeing to so determine the
      new rent;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                If
      the party receiving a notice fails to appoint a valuer within the 14 day
      period then the valuer appointed by the other party shall determine the
      new rent and such determination shall be binding on both
      parties;

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                (3)

              	
                The
      valuers appointed before commencing their determination shall appoint a
      third expert who need not be a registered
  valuer;

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      valuers appointed by the parties shall determine the current market rent
      of the premises but if they fail to agree then the rent shall be
      determined by the third expert;

              


      

      


      
        	
                 
      

              	
                (5)

              	
                Each
      party shall be given the opportunity to make written or oral
      representations subject to such reasonable time and other limits as the
      valuers or the third expert may prescribe and they shall have regard to
      any such representations but not be bound
  thereby.

              


      

      


      
        	
                 
      

              	
                When
      the new rent has been determined the person or persons determining the
      same shall give written notice thereof to the parties.  The
      notice shall provide as to how the costs of the determination shall be
      borne and such provision shall be binding on the
  parties.

              


      

      


      Interim
Rent

      


      
        	
                2.3

              	
                PENDING determination
      of the new rent, the Tenant shall from the relevant rent review date, or
      the date of service of the Initiator's notice if such notice is served
      later than 3 months after the relevant rent review date, until the
      determination of the new rent pay an interim rent as
    follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      both parties supply a registered valuer's certificate substantiating the
      new rents proposed, the interim rent payable shall be half way between the
      new rents proposed by the parties;
or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      only one party supplies a registered valuer's certificate, the interim
      rent payable shall be the rent substantiated by the certificate;
      or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      no registered valuer's certificates are supplied, the interim rent payable
      shall be the rent payable immediately prior to the relevant rent review
      date:

              


      

      


      
        	
                 
      

              	
                but
      in no circumstances shall the interim rent be less than the rent payable
      as at the commencement date of the then current lease
  term.

              


      

      


      
        	
                 
      

              	
                The
      interim rent payable shall be determined as at the relevant rent review
      date, or the date of service of the Initiator's notice if such notice is
      served later than 3 months after the relevant rent review date and,
      subject to clause 2.4, shall not be subject to
  adjustment.

              


      

      


      
        	
                2.4

              	
                UPON determination
      of the new rent, any overpayment shall be applied in payment of the next
      month's rent and any amount then remaining shall immediately be refunded
      to the Tenant.  Any shortfall in payment shall immediately be
      payable by the Tenant.

              


      

      


      Outgoings

      


      
        	
                3.1

              	
                THE Tenant shall
      pay the outgoings properly and reasonably incurred in respect of the
      property which are specified in the First Schedule.  Where any
      outgoing is not separately assessed or levied in respect of the premises
      then the Tenant shall pay such proportion thereof as is specified in the
      First Schedule or if no proportion is specified then such fair proportion
      as shall be agreed or failing agreement determined by
      arbitration.

              


      

      


      
        	
                3.2

              	
                THE Landlord may
      vary the proportion of any outgoing payable to ensure that the tenant pays
      a fair proportion of the outgoing.

              


      

      


      
        	
                3.3

              	
                IF any outgoing is
      rendered necessary by another tenant of the property or that tenant's
      employees, contractors or invitees causing damage to the property or by
      another tenant failing to comply with that tenant's leasing obligations,
      then such outgoing shall not be payable by the
  Tenant.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                3.4

              	
                THE outgoings shall
      be apportioned between the Landlord and the Tenant in respect of periods
      current at the commencement and termination of the
  term.

              


      

      


      
        	
                3.5

              	
                THE outgoings shall
      be payable on demand or if required by the Landlord by monthly instalments
      on each rent payment date of such reasonable amount as the Landlord shall
      determine calculated on an annual basis.  Where any outgoing has
      not been taken into account in determining the monthly instalments it
      shall be payable on demand.

              


      

      


      
        	
                3.6

              	
                AFTER the 31st March in
      each year of the term or such other date in each year as the Landlord may
      specify, and after the end of the term, the Landlord shall supply to the
      Tenant reasonable details of the actual outgoings for the year or period
      then ended.  Any over payment shall be credited or refunded to
      the Tenant and any deficiency shall be payable to the Landlord on
      demand.

              


      

      


      
        	
                3.7

              	
                THE Tenant's
      liability to pay outgoings during the term shall subsist notwithstanding
      the end or earlier termination of the
term.

              


      

      


      
        	
                3.8

              	
                SUBJECT to clauses
      8.1, 16.2 and 21.1 the Tenant shall be liable to pay only those outgoings
      specified in the First Schedule.

              


      

      


      
        	
                3.9

              	
                ANY profit derived by
      the Landlord and if a company by its shareholders either directly or
      indirectly from the management of the property shall not comprise part of
      the management expenses payable as an
outgoing.

              


      

      


      Goods
and Services Tax

      


      
        	
                4.1

              	
                THE Tenant shall
      pay to the Landlord or as the Landlord shall direct the Goods and Services
      Tax payable by the Landlord in respect of the rental and other payments
      payable by the Tenant hereunder.  The tax in respect of the
      rental shall be payable on each occasion when any rental payment falls due
      for payment and in respect of any other payment shall be payable upon
      demand.

              


      

      


      
        	
                4.2

              	
                IF the Tenant shall
      make default in payment of the rental or other moneys payable hereunder
      and the Landlord becomes liable to pay additional Goods and Services Tax
      then the Tenant shall on demand pay to the Landlord the additional
      tax.

              


      

      


      Interest
on Unpaid Money

      


      
        	
                5.1

              	
                IF the Tenant
      defaults in payment of the rent or other moneys payable hereunder for 14
      days then the Tenant shall pay on demand interest at the default interest
      rate on the moneys unpaid from the due date for payment to the date of
      payment.

              


      

      


      Costs

      


      
        	
                6.1

              	
                THE Tenant shall
      pay the Landlord's solicitors reasonable costs of and incidental to the
      preparation of this lease and any variation or renewal or any Deed
      recording a rent review, and the Landlord's legal costs (as between
      solicitor and client) of and incidental to the enforcement or attempted
      enforcement of the Landlord's rights remedies and powers under this
      lease.

              


      

      


      LANDLORD'S
PAYMENTS

      


      Outgoings

      


      
        	
                7.1

              	
                SUBJECT to the
      Tenant's compliances with the provisions of clause 3 the Landlord shall
      pay all outgoings in respect of the property not payable by the Tenant
      direct.  The Landlord shall be under no obligation to minimise
      any liability by paying any outgoing of tax prior to receiving payment
      from the Tenant.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      MAINTENANCE
AND CARE OF PREMISES

      


      Tenant's
Obligations

      


      
        	
                8.1

              	
                THE Tenant shall
      (subject to any maintenance covenant by the Landlord) be responsible
      to:

              


      

      


      
        	
              	
                (a)

              	
                Maintain the
      premises

              


      

      
        	
                 
      

              	
                In
      a proper and workmanlike manner and to the reasonable requirements of the
      Landlord keep and maintain the interior of the premises including the
      Landlord's fixtures and fittings in the same clean order repair and
      condition as they were in at the commencement of this lease and will at
      the end or earlier determination of the term quietly yield up the same in
      the like clean order repair and condition.  In each case the
      Tenant shall not be liable for fair wear and tear arising from reasonable
      use or damage by fire earthquake flood storm act of God inevitable
      accident or any risk against which the Landlord is insured unless the
      insurance moneys are rendered irrecoverable in consequence of any act or
      default of the Tenant or those for whom the Tenant is
      responsible;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Breakages and
      Damage

              


      

      
        	
                 
      

              	
                Pay
      for the repair of all glass breakages and breakage or damage to all doors
      windows light fittings and power points of the premises and shall keep
      that portion of the electrical system of the premises from the switchboard
      to all power outlets in good operating
  condition;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Painting

              


      

      
        	
                 
      

              	
                Paint
      and decorate those parts of the interior of the premises which have
      previously been painted and decorated when the same reasonably require
      repainting and redecoration to a specification as approved by the
      Landlord;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Floor
      coverings

              


      

      
        	
                 
      

              	
                Keep
      all floor coverings in the premises clean and replace all floor coverings
      worn or damaged other than by fair wear and tear with floor coverings of a
      similar quality when reasonably required by the Landlord;
    and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Damage or
      Loss

              


      

      
        	
                 
      

              	
                Make
      good any damage to the property or loss caused by improper careless or
      abnormal use by the Tenant or those for whom the Tenant is responsible, to
      the Landlord's reasonable
requirements.

              


      

      


      
        	
                8.2

              	
                WHERE the Tenant is
      leasing all of the property, the Tenant
shall:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Maintain yards and
      fences

              


      

      
        	
                 
      

              	
                Keep
      and maintain any surfaced areas and all fences in good order and
      repair;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Care of
      grounds

              


      

      
        	
                 
      

              	
                Keep
      any grounds yards and surfaced areas in a tidy condition and maintain any
      garden or lawn areas in a tidy and cared for
  condition;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Water and
      drainage

              


      

      
        	
                 
      

              	
                Keep
      and maintain the storm or waste water drainage system including downpipes
      and guttering clear and unobstructed;
and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Other
    works

              


      

      
        	
                 
      

              	
                Carry
      out such works to the property as the Landlord may require in respect of
      which outgoings are payable by the
Tenant.

              


      

      


      
        	
                8.3

              	
                THE Tenant shall
      not be liable for the maintenance or repair of any building service the
      subject of a service maintenance contract but this clause shall not
      release the Tenant from any obligation to pay for the cost of any such
      contract or charges in respect of any such maintenance or
      repair.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                8.4

              	
                NOTWITHSTANDING any
      other provision of this lease, the Tenant shall not be liable to repair
      any inherent defect in the premises or the Landlord's fixtures and
      fittings nor to pay any outgoings incurred by the Landlord in remedying
      any inherent defect.

              


      

      


      
        	
                8.5

              	
                IF the Landlord shall
      give the Tenant written notice of any failure on the part of the Tenant to
      comply with any of the requirements of clause 8.1 or 8.2 the Tenant shall
      with all reasonable speed so
comply.

              


      

      


      Toilets

      


      
        	
                9.1

              	
                THE toilets sinks
      and drains shall be used for their designed purposes only and no substance
      or matter shall be deposited in them which could damage or block
      them.

              


      

      


      Rubbish
Removal

      


      
        	
                10.1

              	
                THE Tenant shall
      regularly cause all of the Tenant's rubbish and garbage to be removed from
      the premises and will keep the Tenant's rubbish bins or containers in a
      tidy condition.  The Tenant will also at the Tenant's own
      expense cause to be removed all trade waste boxes and other goods or
      rubbish not removable in the ordinary course by the local
      authority.

              


      

      


      Landlord's
Maintenance

      


      
        	
                11.1

              	
                THE Landlord shall
      keep and maintain the building, all building services, the Landlord's
      fixtures and fittings, and the car parks in good order and repair but the
      Landlord shall not be liable for
any:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Repair
      or maintenance which the Tenant is responsible to undertake;
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Want
      of repair or defect in respect of building services, so long as the
      Landlord is maintaining a service maintenance contract covering the work
      to be done, or where the building services have not been supplied by the
      Landlord; or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Repair
      or maintenance which is not reasonably necessary for the Tenant's use and
      enjoyment of the premises and the car parks;
or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Loss
      suffered by the Tenant arising from any want of repair or defect unless
      the Landlord shall have received notice in writing thereof from the Tenant
      and shall not within a reasonable time thereafter have taken appropriate
      steps to remedy the same.

              


      

      


      
        	
                11.2

              	
                THE Landlord shall
      keep and maintain service maintenance contracts for lifts,
      air-conditioning and at the Landlord's option any other building services
      supplied by the Landlord unless it is the obligation of the Tenant to
      maintain such contracts.

              


      

      


      
        	
                11.3

              	
                THE Tenant shall be
      liable to reimburse the Landlord for the cost of any such repair,
      maintenance or service contract if it is an outgoing specified in the
      First Schedule.

              


      

      


      Notification
of Defects

      


      
        	
                12.1

              	
                THE Tenant shall give to
      the Landlord prompt notice of any accident to or defect in the premises of
      which the Tenant may be aware and in particular in relation to any pipes
      or fittings used in connection with the water electrical gas or drainage
      services.

              


      

      


      Landlord's
Right of Inspection

      


      
        	
                13.1

              	
                THE Landlord and the
      Landlord's employees contractors and invitees may at all reasonable times
      enter upon the premises to view their
condition.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Landlord
may Repair

      


      
        	
                14.1

              	
                IF default shall be made
      by the Tenant in the due and punctual compliance with any repair notice
      given by the Landlord pursuant to this lease, or if any repairs for which
      the Tenant is responsible require to be undertaken as a matter of urgency
      then without prejudice to the Landlord's other rights and remedies
      expressed or implied the Landlord may by the Landlord's employees and
      contractors with all necessary equipment and material at all reasonable
      times enter upon the premises to execute such works.  Any moneys
      expended by the Landlord in executing such works shall be payable by the
      Tenant to the Landlord upon demand together with interest thereon at the
      default interest rate from the date of expenditure to the date of
      payment.

              


      

      


      Access
for Repairs

      


      
        	
                15.1

              	
                THE Tenant shall permit
      the Landlord and the Landlord's employees and contractors at all
      reasonable times to enter the premises to carry out repairs to the
      premises or adjacent premises and to install inspect repair renew or
      replace any services where the same are not the responsibility of the
      Tenant all such repairs inspections and work to be carried out with the
      least possible inconvenience to the
Tenant.

              


      

      


      USE
OF PREMISES

      


      Business
Use

      


      
        	
                16.1

              	
                THE Tenant shall not
      without the prior written consent of the Landlord use or permit the whole
      or any part of the premises to be used for any use other than the business
      use.  The Landlord's consent shall not be unreasonably or
      arbitrarily withheld in respect of any proposed
  use:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                not
      in substantial competition with the business of any other occupant of the
      property which might be affected by the
use;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                reasonably
      suitable for the premises; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                complying
      with the requirements of the Resource Management Act 1991, or any other
      statutory provisions relating to resource
  management.

              


      

      


      
        	
                 
      

              	
                If
      any change in use renders any increased or extra premium payable in
      respect of any policy or policies of insurance on the premises the
      Landlord as a condition of granting consent may require the Tenant to pay
      the increased or extra premium.

              


      

      


      
        	
                16.2

              	
                IF any change in use
      requires compliance with Sections 114 and 115 of the Building Act 2004 the
      Landlord, as a condition of granting consent, may require the Tenant to
      comply with Sections 114 and 115 of the Act and to pay all compliance
      costs.

              


      

      


      
        	
                16.3

              	
                IF the premises are a
      retail shop the Tenant shall keep the premises open for business during
      usual trading hours and fully stocked with appropriate merchandise for the
      efficient conduct of the Tenant's
business.

              


      

      


      Lease
of Premises and Carparks Only

      


      
        	
                17.1

              	
                THE tenancy shall relate
      only to the premises and the car parks (if any) and the Landlord shall at
      all times be entitled to use occupy and deal with the remainder of the
      property without reference to the Tenant and the Tenant shall have no
      rights in relation thereto other than the rights of use herein
      provided.

              


      

      


      Neglect
of Other Tenant

      


      
        	
                18.1

              	
                THE Landlord shall not
      be responsible to the Tenant for any act or default or neglect of any
      other tenant of the property.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Signage

      


      
        	
                19.1

              	
                THE Tenant shall not
      affix paint or exhibit or permit to be affixed painted or exhibited any
      name sign name-plate signboard or advertisement of any description on or
      to the exterior of the building or the appurtenances thereof without the
      prior approval in writing of the Landlord but such approval shall not be
      unreasonably or arbitrarily withheld in respect of signage describing the
      Tenant's business.  If approved the signage shall be secured in
      a substantial and proper manner so as not to cause any damage to the
      building or any person and the Tenant shall at the end or sooner
      determination of the term remove the signage and make good any damage
      occasioned thereby.

              


      

      


      Additions
and Alterations

      


      
        	
                20.1

              	
                THE Tenant shall neither
      make nor allow to be made any alterations or additions to any part of the
      premises or alter the external appearance of the building without first
      producing to the Landlord on every occasion plans and specifications and
      obtaining the written consent of the Landlord (not to be unreasonably or
      arbitrarily withheld) for that purpose.  If the Landlord shall
      authorise any alterations or additions the Tenant will at the Tenant's own
      expense if required by the Landlord at the end or earlier termination of
      the term reinstate the premises.  If the Tenant fails to
      reinstate then any costs incurred by the Landlord in reinstating the
      premises whether in whole or in part, within 6 months of the end or
      earlier termination of the term shall be recoverable from the
      Tenant.

              


      

      


      
        	
                20.2

              	
                THE Tenant, when
      undertaking any "building work" to the premises (as that term is defined
      in the Building Act 2004), shall comply with all statutory requirements
      including the obtaining of building consents and code compliance
      certificates pursuant to that Act.

              


      

      


      Compliance
with Statutes and Regulations

      


      
        	
                21.1

              	
                THE Tenant shall comply
      with the provisions of all statutes, ordinances, regulations and by-laws
      relating to the use of the premises by the Tenant or other occupant and
      will also comply with the provisions of all licences, requisitions and
      notices issued by any competent authority in respect of the premises or
      their use by the Tenant or other occupant PROVIDED
      THAT:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Tenant shall not be required to make any structural repairs alterations or
      additions nor to replace or install any plant or equipment except where
      required by reason of the particular nature of the business carried on by
      the Tenant or other occupant of the premises or the number or sex of
      persons employed on the premises;
and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Tenant shall not be liable to discharge the Landlord's obligations as
      owner under the Building Act 2004 unless any particular obligation is the
      responsibility of the Tenant as an occupier of the
    premises.

              


      

      


      
        	
                21.2

              	
                If
      the Landlord is obliged by any such legislation or requirement to expend
      moneys on any improvement addition or alteration to the property then the
      Landlord shall be entitled to charge up to the next rent review date in
      addition to the rent an annual sum equal to the Improvements Rent
      Percentage of the amount so expended by the Landlord and the monthly
      payments of rent shall increase accordingly from the first day of the
      month in which such improvement addition or alteration is
      completed.  If the Landlord would be obliged to expend an
      unreasonable amount then the Landlord may determine this lease and any
      dispute as to whether or not the amount is unreasonable shall be
      determined by arbitration.  In the case of a multi tenancy
      building, the annual sum payable shall be assessed in respect of a fair
      proportion of the amount so
expended.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      No
Noxious Use

      


      
        	
                22.1

              	
                THE Tenant shall
      not:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                bring
      upon or store within the premises nor allow to be brought upon or stored
      within the premises any machinery goods or things of an offensive noxious
      illegal or dangerous nature, or of such weight size or shape as is likely
      to cause damage to the building or any surfaced
  area;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                contaminate
      the property and shall undertake all works necessary to remove any
      contamination of the property other than contamination not caused by the
      Tenant or which took place prior to the commencement date of the lease
      term.  Contamination means any change to the physical chemical
      or biological condition of the property by a "contaminant" as that word is
      defined in the Resource Management Act
1991;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                use
      the premises or allow them to be used for any noisome noxious illegal or
      offensive trade or business; or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                allow
      any act or thing to be done which may be or grow to be a nuisance
      disturbance or annoyance to the Landlord, other tenants of the property,
      or any other person, and generally the Tenant shall conduct the Tenant's
      business upon the premises in a clean quiet and orderly manner free from
      damage nuisance disturbance or annoyance to any such persons but the
      carrying on by the Tenant in a reasonable manner of the business use or
      any use to which the Landlord has consented shall be deemed not to be a
      breach of this clause.

              


      

      


      INSURANCE

      


      Landlord
shall insure

      


      
        	
                23.1

              	
                THE Landlord shall
      at all times during the term keep and maintain any buildings on the
      property insured under a policy of the type shown in the First Schedule
      against loss damage or destruction by fire and such other risks as the
      Landlord may reasonably determine and such cover may extend
      to:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                a
      12 month indemnity in respect of consequential loss of rent and
      outgoings;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                loss
      damage or destruction of any of the Landlord's fixtures fittings and
      chattels; or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                public
      liability.

              


      

      


      Tenant
not to Void Insurances

      


      
        	
                24.1

              	
                THE Tenant shall
      not carry on or allow upon the premises any trade or occupation or allow
      to be done any act or thing which:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                shall
      make void or voidable any policy of insurance on the property;
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                may
      render any increased or extra premium payable for any policy of insurance
      except where in circumstances in which any increased premium is payable
      the Tenant shall have first obtained the consent of the insurer of the
      premises and the Landlord and made payment to the insurer of the amount of
      any such increased or extra premium as may be payable but the carrying on
      by the Tenant in a reasonable manner of the business use or of any use to
      which the Landlord has consented shall be deemed not to be a breach of
      this clause.

              


      

      


      
        	
                 
      

              	
                In
      any case where in breach of this clause the Tenant has rendered any
      insurance less effective or void and the Landlord has suffered loss or
      damage thereby the Tenant shall forthwith compensate the Landlord in full
      for such loss or damage.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      When
Tenant to have benefit of Landlord's insurance

      


      
        	
                25.1

              	
                The
      Landlord will indemnify the Tenant for the cost of making good damage to
      the property or loss to the Landlord where the Tenant is obligated to pay
      for making good such damage or loss, to the extent that the Landlord is
      insured and the insurance moneys are not rendered irrecoverable in
      consequence of any act or default of the Tenant or those for whom the
      Tenant is responsible.

              


      

      


      DAMAGE
TO OR DESTRUCTION OF PREMISES

      


      Total
Destruction

      


      
        	
                26.1

              	
                IF the premises or
      any portion of the building of which the premises may form part shall be
      destroyed or so damaged:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                as
      to render the premises untenantable then the term shall at once terminate;
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      the reasonable opinion of the Landlord as to require demolition or
      reconstruction, then the Landlord may within 3 months of the date of
      damage give the Tenant 1 month written notice to terminate and a fair
      proportion of the rent and outgoings shall cease to be payable as from the
      date of damage.

              


      

      


      
        	
                 
      

              	
                Any
      termination pursuant to this clause shall be without prejudice to the
      rights of either party against the
other.

              


      

      


      Partial
Destruction

      


      
        	
                27.1

              	
                IF the premises or
      any portion of the building of which the premises may form part shall be
      damaged but not so as to render the premises untenantable
    and:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                the
      Landlord's policy or policies of insurance shall not have been invalidated
      or payment of the policy moneys refused in consequence of some act or
      default of the Tenant; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                all
      the necessary permits and consents shall be
  obtainable,

              


      

      


      
        	
                 
      

              	
                THEN the Landlord shall
      with all reasonable speed expend all the insurance moneys received by the
      Landlord in respect of such damage towards repairing such damage or
      reinstating the premises and/or the building but the Landlord shall not be
      liable to expend any sum of money greater than the amount of the insurance
      money received.

              


      

      


      
        	
                27.2

              	
                Any
      repair or reinstatement may be carried out by the Landlord using such
      materials and form of construction and according to such plan as the
      Landlord thinks fit and shall be sufficient so long as it is reasonably
      adequate for the Tenant's occupation and use of the
    premises.

              


      

      


      
        	
                27.3

              	
                Until
      the completion of the repairs or reinstatement a fair proportion of the
      rent and outgoings shall cease to be payable as from the date of
      damage.

              


      

      


      
        	
                27.4

              	
                If
      any necessary permit or consent shall not be obtainable or the insurance
      moneys received by the Landlord shall be inadequate for the repair or
      reinstatement then the term shall at once terminate but without prejudice
      to the rights of either party against the
other.

              


      

      


      DEFAULT

      


      Distress

      


      
        	
                28.1

              	
                THE Landlord may
      distrain for rent or other moneys payable under this lease remaining
      unpaid 14 days after due date.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        Re-entry

      

      


      
        	
                29.1

              	
                THE Landlord may
      re-enter the premises at the time or at any time
    thereafter:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                if
      the rent shall be in arrear 14 days after any of the rent payment
      dates;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      case of breach by the Tenant of any covenant or agreement on the Tenant's
      part herein expressed or implied;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                if
      the Tenant shall make or enter into or endeavour to make or enter into any
      composition assignment or other arrangement with or for the benefit of the
      Tenant's creditors;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                in
      the event of the insolvency bankruptcy or liquidation of the Tenant;
      or

              


      

      


      
        	
                 
      

              	
                (e)

              	
                if
      the Tenant shall suffer distress or execution to issue against the
      Tenant's property goods or effects under any judgment against the Tenant
      in any Court for a sum in excess of five thousand dollars
      ($5,000),

              


      

      


      
        	
                 
      

              	
                and
      the term shall terminate on such re-entry but without prejudice to the
      rights of either party against the
other.

              


      

      


      Essentiality
of Payments

      


      
        	
                30.1

              	
                FAILURE to pay rent
      or other moneys payable hereunder on the due date shall be a breach going
      to the essence of the Tenant's obligations under the Lease.  The
      Tenant shall compensate the Landlord and the Landlord shall be entitled to
      recover damages from the Tenant for such breach.  Such
      entitlement shall subsist notwithstanding any determination of the lease
      and shall be in addition to any other right or remedy which the Landlord
      may have.

              


      

      


      
        	
                30.2

              	
                THE acceptance by
      the Landlord of arrears of rent or other moneys shall not constitute a
      waiver of the essentiality of the Tenant's continuing obligation to pay
      rent and other moneys.

              


      

      


      Repudiation

      


      
        	
                31.1

              	
                THE Tenant shall
      compensate the Landlord and the Landlord shall be entitled to recover
      damages for any loss or damage suffered by reason of any acts or omissions
      of the Tenant constituting a repudiation of the lease or the Tenant's
      obligations under the lease.  Such entitlement shall subsist
      notwithstanding determination of the lease and shall be in addition to any
      other right or remedy which the Landlord may
  have.

              


      

      


      REMOVAL
OF TENANT'S FIXTURES, FITTINGS AND CHATTELS

      


      
        	
                32.1

              	
                THE Tenant may at any
      time before and will if required by the Landlord at the end or earlier
      termination of the term remove all the Tenant's fixtures fittings and
      chattels and make good at the Tenant's own expense all resulting damage
      and if not removed within 7 days after the date of termination ownership
      of the fixtures fittings and chattels may at the Landlord's election pass
      to the Landlord or the Landlord may in a proper and workmanlike manner
      remove the same from the premises and forward them to a refuse collection
      centre.

              


      

      


      
        	
                32.2

              	
                The
      cost of making good resulting damage and the cost of removal shall be
      recoverable from the Tenant and the Landlord shall not be liable to pay
      any compensation nor be liable for any loss suffered by the
      Tenant.

              


      

      


      QUIET
ENJOYMENT

      


      
        	
                33.1

              	
                THE Tenant paying the
      rent and performing and observing all the covenants and agreements herein
      expressed and implied shall quietly hold and enjoy the premises throughout
      the term without any interruption by the Landlord or any person claiming
      under the Landlord.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      RENEWAL
OF LEASE

      


      
        	
                34.1

              	
                IF the Tenant has given
      to the Landlord written notice to renew the lease at least 3 calendar
      months before the end of the term and is not at the date of the giving of
      such notice in breach of this lease (including any maintenance
      obligations) then the Landlord will grant anew lease for a further term
      from the renewal date as follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      the renewal date is a rent review date the annual rent shall be agreed
      upon or failing agreement shall be determined in accordance with clauses
      2.1 and 2.2 but such annual rent shall not be less than the rent payable
      as at the commencement date of the immediately preceding lease
      term;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Subject
      to the provisions of paragraph (a) the new lease shall be upon and subject
      to the covenants and agreements herein expressed and implied except that
      the term of this lease plus all further terms shall expire on or before
      the final expiry date;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      annual rent shall be subject to review during the term of the new lease on
      the rent review dates or if no dates are specified then after the lapse of
      the equivalent periods of time as are provided herein for rent
      reviews;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Landlord as a condition of granting a new lease shall be entitled to have
      the new lease guaranteed by any guarantor who has guaranteed this lease on
      behalf of the Tenant who has given
notice;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Pending
      the determination of the rent, the Tenant shall pay an interim rent in
      accordance with clauses 2.3 and 2.4;
and

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Notwithstanding
      anything contained in clause 34.1(e) the interim rent referred to in that
      clause shall not be less than the annual rent payable as at the
      commencement date of the immediately preceding lease
  term.

              


      

      


      ASSIGNMENT
OR SUBLETTING

      


      
        	
                35.1

              	
                THE Tenant shall not
      assign sublet or otherwise part with the possession of the premises or any
      part thereof without first obtaining the written consent of the Landlord
      which the Landlord shall give if the following conditions are
      fulfilled:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Tenant proves to the satisfaction of the Landlord that the proposed
      assignee or subtenant is (and in the case of a company that the
      shareholders of the proposed assignee or subtenant are) respectable
      responsible and has the financial resources to meet the Tenant's
      commitments under this lease;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                All
      rent and other moneys payable have been paid and there is not any
      subsisting breach of any of the Tenant's
  covenants;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                In
      the case of an assignment a deed of covenant in customary form approved or
      prepared by the Landlord is duly executed and delivered to the
      Landlord;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                In
      the case of an assignment to a company (other than a company listed on the
      main board of a public stock exchange) a deed of guarantee in customary
      form approved or prepared by the Landlord is duly executed by the
      principal shareholders of that company and delivered to the Landlord;
      and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Tenant pays the Landlord's proper costs and disbursements in respect of
      the approval and the preparation of any deed of covenant or guarantee and
      (if appropriate) all fees and charges payable in respect of any reasonable
      inquiries made by or on behalf of the Landlord concerning any proposed
      assignee subtenant or guarantor.  All such costs shall be
      payable whether or not the assignment or subletting
    proceeds.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                35.2

              	
                WHERE the Landlord
      consents to a subletting the consent shall extend only to the subletting
      and notwithstanding anything contained or implied in the sublease the
      consent shall not permit any subtenant to deal with the sublease in any
      way in which the Tenant is restrained from dealing without
      consent.

              


      

      


      
        	
                35.3

              	
                ANY assignment or
      subletting of the type or in the manner referred to in Section 109(2) of
      the Property Law Act 1952 shall be a breach of the provisions of this
      lease.

              


      

      


      
        	
                35.4

              	
                WHERE any Tenant is
      a company which is not listed on the main board of a public stock exchange
      then any change in the legal or beneficial ownership of its shares or
      issue of new capital whereby in either case there is a change in the
      effective management or control of the company is deemed to be an
      assignment of this lease.

              


      

      


      UNIT
TITLE COVENANTS

      


      Body
Corporate

      


      
        	
                36.1

              	
                THE expression
      "Body Corporate" means the Body Corporate incorporated under the Unit
      Titles Act 1972 ("the Act") in respect of the
  property.

              


      

      


      Act
and Rules Paramount

      


      
        	
                36.2

              	
                THIS lease shall be
      subject to the provisions of the rules of the Body Corporate and the
      provisions of the Act.

              


      

      


      Insurance

      


      
        	
                36.3

              	
                THE Landlord's
      obligation to insure the building shall be satisfied by the Body Corporate
      maintaining the same insurance covers in accordance with the
      Act.

              


      

      


      Indemnity

      


      
        	
                36.4

              	
                THE Tenant's
      obligation to indemnify the Landlord as herein expressed is extended to
      include the Body Corporate but only to the extent that the Body Corporate
      is not fully indemnified under any policy of
  insurance.

              


      

      


      Landlord's
Obligations

      


      
        	
                36.5

              	
                THE Landlord shall
      observe and perform all of the Landlord's obligations as a member of the
      Body Corporate and shall use the Landlord's best endeavours to ensure that
      the Body Corporate complies with its rules and the provisions of the
      Act.

              


      

      


      Consents

      


      
        	
                36.6

              	
                WHERE in this lease
      the consent of the Landlord is required in respect of any matter then the
      like consent of the Body Corporate shall also be required if the consent
      of the Body Corporate to any such matter would be necessary under its
      rules or the Act.

              


      

      


      Carparks

      


      
        	
                37.1

              	
                THE Tenant shall
      have the right to exclusive possession of the leased carparks, but when
      any carpark is not being used by the Tenant other persons shall be
      entitled to pass over the same.

              


      

      


      
        	
                37.2

              	
                THE Landlord may
      carry out repairs to the carparks and no abatement of rent or other
      compensation shall be claimed by the Tenant except pursuant to clauses
      26.1 or 27.

              


      

      


      
        	
                37.3

              	
                THE Tenant shall
      comply with the Landlord's reasonable requirements relating to the use of
      the carparks and access thereto and in particular shall only use the car
      parks for the parking of one car per parking
  space.

              


      

      


      
        	
                37.4

              	
                THE provisions of
      the Second Schedule shall apply to the car parks as
      appropriate.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      GENERAL

      


      Holding
Over

      


      
        	
                38.1

              	
                IF the Landlord
      permits the Tenant to remain in occupation of the premises after the
      expiration or sooner determination of the term, such occupation shall be a
      monthly tenancy only terminable by one month's written notice at the rent
      then payable and otherwise on the same covenants and agreements (so far as
      applicable to a monthly tenancy) as herein expressed or
      implied.

              


      

      


      Access
for Re-Letting or Sale

      


      
        	
                39.1

              	
                THE Tenant will
      during the term permit the Landlord, the Landlord's representatives and
      prospective tenants or purchasers to have access to inspect the premises
      provided that:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                any
      such inspection is at a time which is reasonably convenient to the
      Tenant;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                is
      conducted in a manner which does not cause disruption to the Tenant;
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                if
      the Landlord or the Landlord's representatives are not present the persons
      inspecting have written authority from the Landlord to do
    so.

              


      

      


      Suitability

      


      
        	
                40.1

              	
                NO warranty or
      representation expressed or implied has been or is made by the Landlord
      that the premises are now suitable or will remain suitable or adequate for
      use by the Tenant or that any use of the premises by the Tenant will
      comply with the by-laws or ordinances or other requirements of any
      authority having jurisdiction.

              


      

      


      Affirmation

      


      
        	
                41.1

              	
                A party to this lease
      shall not be entitled to cancel this lease if, with full knowledge of any
      repudiation or misrepresentation or breach of covenant, that party
      affirmed this lease.

              


      

      


      Waiver

      


      
        	
                42.1

              	
                NO waiver or
      failure to act by either party in respect of any breach by the other shall
      operate as a waiver of another
breach.

              


      

      


      Land
Transfer Title or Mortgagee's consent

      


      
        	
                43.1

              	
                THE Landlord shall
      not be required to do any act or thing to enable this lease to be
      registered or be required to obtain the consent of any mortgagee of the
      property and the Tenant will not register a caveat in respect of the
      Tenant's interest hereunder.

              


      

      


      Notices

      


      
        	
                44.1

              	
                ALL notices must be
      in writing and must be served by one of the following
    means:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                In
      the case of a notice given under Section 118 of the Property Law Act 1952
      in the manner prescribed by Section 152 of that Act;
  and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                In
      all other cases by personal delivery, or by posting by registered or
      ordinary mail, or by facsimile, or by
e-mail.

              


      

      


      
        	
                44.2

              	
                In
      respect of the means of service specified in clause 44.1(b), a notice is
      deemed to have been served:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                in
      the case of personal delivery, when received by the
    addressee;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      the case of posting by mail, on the second working day following the date
      of posting to the addressee's last known address in New
      Zealand;

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                (c)

              	
                in
      the case of facsimile transmission, when sent to the addressee's facsimile
      number; or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                in
      the case of e-mail, when acknowledged by the addressee by return e-mail or
      otherwise in writing.

              


      

      


      
        	
                44.3

              	
                In
      the case of a notice to be served on the Tenant, if the Landlord is
      unaware of the Tenant's last known address in New Zealand or the Tenant's
      facsimile number, any notice placed conspicuously on any part of the
      premises shall be deemed to have been served on the Tenant on the day on
      which it is affixed.

              


      

      


      
        	
                44.4

              	
                A
      notice shall be valid if given by any director, general manager, solicitor
      or other authorised representative of the party giving the
      notice.

              


      

      


      
        	
                44.5

              	
                For
      the purposes of this clause a working day means any day on which
      registered banks are open in the province where the property is situated,
      other than a Saturday or Sunday.  Notices served after 5pm on a
      working day, or on a day which is not a working day, shall be deemed to
      have been served on the next succeeding working
  day.

              


      

      


      Arbitration

      


      
        	
                45.1

              	
                UNLESS any dispute
      or difference is resolved by mediation or other agreement, the same shall
      be submitted to the arbitration of one arbitrator who shall conduct the
      arbitral proceedings in accordance with the Arbitration Act 1996 and any
      amendment thereof or any other statutory provision then relating to
      arbitration.

              


      

      


      
        	
                45.2

              	
                IF the parties are
      unable to agree on the arbitrator, an arbitrator shall be appointed, upon
      request of any party, by the President or Vice President for the time
      being of the District Law Society of the district within which the
      premises are situated.  That appointment shall be binding on all
      parties to the arbitration and shall be subject to no
      appeal.  The provisions of Article 11 of the First Schedule of
      the Arbitration Act 1996 are to be read subject hereto and varied
      accordingly.

              


      

      


      
        	
                45.3

              	
                THE procedures
      prescribed in this clause shall not prevent the Landlord from taking
      proceedings for the recovery of any rent or other monies payable hereunder
      which remain unpaid or from exercising the rights and remedies in the
      event of such default prescribed in clauses 28.1 and 29.1
      hereof.

              


      

      


      Interpretation

      


      
        	
                46.1

              	
                IN this
      lease:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                "the
      Landlord" and "the Tenant" means where appropriate the executors,
      administrators, successors and permitted assigns of the Landlord and the
      Tenant;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                "the
      property" and "the building" mean the land and building(s) of the Landlord
      which comprise or contain the premises.  Where the premises are
      part of a unit title development the words "the property" mean the land
      and building(s) comprised in the
development;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                "the
      common areas" means those parts of the property the use of which is
      necessary for the enjoyment of the premises and which is shared with other
      tenants and occupiers;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                "GST"
      means the Goods and Services Tax;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                "structural
      repair, alteration or addition" means a repair, alteration or addition to
      the structure or fabric of the building but excluding building
      services;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                "renewal"
      means the granting of a new lease as provided for in clause
      34.1;

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                (g)

              	
                Whenever
      words appear in this lease that also appear in the First Schedule then
      those words shall mean and include the details supplied after them in the
      First Schedule;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Where
      the context requires or admits, words importing the singular shall import
      the plural and vice versa;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                "those
      for whom the Tenant is responsible" includes the Tenant's agents employees
      contractors or invitees.

              


      

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ADDITIONAL
CLAUSES

      


      
        	
                47.

              	
                In
      addition to the Landlords obligations in clause 11.1 the Landlord shall at
      its cost keep and maintain the building in a watertight
      condition.  Subject to the landlord's obligation to keep the
      premises watertight, the Tenant under the first schedule of the lease will
      be liable for the usual cleaning, maintenance and repair charges to the
      exterior.

              


      

      


      
        	
                48.

              	
                Except
      in respect of the Tenants obligations in clause 32.1 and 32.2 the Landlord
      agrees to repair all damage not caused by fair wear and tear at the expiry
      of the lease term based on an agreed standard at the beginning of the
      lease term.

              


      

      


      
        	
                49.

              	
                The
      Tenant agrees to reinstate the opening created between the two warehouses
      and any electrical work required to return the property back to two
      separate tenancies at the expiry of the
lease.

              


      

      


      
        	
                50.

              	
                The
      Tenant may construct a false wall over the roller door in the premises and
      shall if required by the Landlord remove and make good any damage to the
      premises at the end of the lease
term.

              


      

      


      
        	
                50.

              	
                The
      Guarantor warrants to guarantee the rental under this lease up to a
      maximum liability of  12 months
  rental.

              


      

      


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      THIRD
SCHEDULE

      


      GUARANTEE

      


      


      IN CONSIDERATION of the
Landlord entering into the lease at the Guarantor's request the
Guarantor:

      


      
        	
                (a)

              	
                guarantees
      payment of the rent and the performance by the Tenant of the covenants in
      the lease, and

              


      

      


      
        	
                (b)

              	
                indemnifies
      the Landlord against any loss the Landlord might suffer should the lease
      be lawfully disclaimed or abandoned by any liquidator, receiver or other
      person.

              


      

      


      
        	
                 
      

              	
                Provided
      however the liability of the Guarantor under this Guarantee and Indemnity
      is limited to an amount equal to 12 months
  rental.

              


      

      


      THE GUARANTOR covenants with
the Landlord that:

      


      
        	
                1.

              	
                NO release delay or
      other indulgence given by the Landlord to the Tenant or to the Tenant's
      successors or assigns or any other thing whereby the Guarantor would have
      been released had the Guarantor been merely a surety shall release
      prejudice or affect the liability of the Guarantor as a guarantor or as
      indemnifier.

              


      

      


      
        	
                2.

              	
                AS between the Guarantor
      and the Landlord the Guarantor may for all purposes be treated as the
      Tenant and the Landlord shall be under no obligation to take proceedings
      against the Tenant before taking proceedings against the
      Guarantor.

              


      

      


      
        	
                3.

              	
                THE guarantee is for the
      benefit of and may be enforced by any person entitled for the time being
      to receive the rent.

              


      

      


      
        	
                4.

              	
                AN assignment of the
      lease and any rent review in accordance with the lease shall not release
      the Guarantor from liability.

              


      

      


      
        	
                5.

              	
                SHOULD there be more
      than one Guarantor their liability under this guarantee shall be joint and
      several.

              


      

      


      
        	
                6.

              	
                THE Guarantee shall
      extend to any holding over by the
Tenant.

              


      

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

         

        
          
             

            Dated

          

          
            


             

            Between


          

          
             

            
              Lionel
Cranston JOYCE and Kevin George OGLES as trustees of the First Five
Trust

            

          

          
            


             

            Landlord

          

          
            


             

            and

          

          
            


             

            Pure
Depth Incorporated Limited

          

          
            


             

            Tenant

          

          
            


             

            


          

          
            


             

            


          

          
            
              
                

              

            

             

          

          
            DEED
OF LEASE

             

            
              
                

              



          

          
            


          

          
            


             

            Landlord's
solicitor:

          

          
            


             

            KEVIN
OGLES & ASSOCIATES

          

          
            LAWYERS

          

          
            PO Box 24
059

          

          
            ROYAL
OAK

          

          
            AUCKLAND