**Exhibit10.32**
|        |       | Form: 07L  Release: 2.1 | ** ** | **LEASE**                   |       | Leave this space clear. Affix additional pages to  the top left-hand corner. |
|--------|------------|-------------------------|------------|-----------------------------|------------|------------------------------------------------------------------------------|
|   |       | www.lands.nsw.gov.au    | ** ** | **New  South Wales**        | ** ** | ** **                                                                   |
|   | ** ** | ** **              | ** ** | **Real  Property Act 1900** | ** ** | ** **                                                                   |

 
|        | ** ** | **PRIVACY NOTE: Section 31B of the Real Property  Act 1900 (RP Act) authorises the Registrar General to collect the information  required by this form for the establishment and maintenance of the Real  Property Act Register. Section 96B RP Act requires that the Register is made  available to any person for search upon payment of a fee, if any.** |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** ** | **STAMP DUTY**                                                                                                                                                                                                                                                                                                                                              |   | Office of State Revenue use only |   |   |   |   |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                  |   |   |   |   |   |   |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                  |   |   |   |   |   |   |
|   |       |                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |
| (A)    | ** ** | **TORRENS TITLE**                                                                                                                                                                                                                                                                                                                                           |   | Folio Identifier 12/SP70793 |   |   |   |   |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                  |   |   |   |   |   |   |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                  |   |   |   |   |   |   |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                  |   |   |   |   |   |   |
|   |       |                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |

 
| (B)    | ** ** | **LODGED BY** |       | Document                                                         |       | Name, Address or DX and Telephone |                   | CODE       |
|--------|------------|---------------|------------|------------------------------------------------------------------|------------|-----------------------------------|------------------------|------------|
|   |       |          | ** ** | Collection                                                       | ** ** |                              | ** **             | ** ** |
|   |       |          | ** ** | Box                                                              | ** ** | TressCox Lawyers  DX 123 SYDNEY   | ** **             | ** ** |
|   | ** ** | ** **    |       | **864L**                                                         |       | Reference:                        | PAE 62518 LLPN:123623X |       | **L** |
|   |       |          |       |                                                             |       |                              |                   |       |
| (C)    | ** ** | **LESSOR**    |       | ING MANAGEMENT LIMITED (ACN 006 065 032)                         |       |                              |
|   | ** ** | ** **    |       |                                                             |       |                              |
|   | ** ** | ** **    |       |                                                             |       |                              |
|   | ** ** | ** **    |       |                                                             |       |                              |
|   |       |          |       | The lessor leases to the lessee the property  referred to above. |       |                              |
|   |       |          |       |                                                             |       |                              |
| (D)    |       |          |       | Encumbrances (if applicable):                                    |       |                              |
|   |       |          |       |                                                             |       |                              |
| (E)    | ** ** | **LESSEE**    |       | CHANNELL PTY LIMITED (ABN 29 002 735 622)                        |       |                              |
|   | ** ** | ** **    |       |                                                             | ** ** | ** **                        |                   |       |
|   | ** ** | ** **    |       |                                                             | ** ** | ** **                        |                   |       |
|   | ** ** | ** **    |       |                                                             | ** ** | ** **                        |                   |       |
| (F)    |       |          |       | **TENANCY:**                                                     |       |                              |                   |       |
|   |       |          |       | ** **                                                       |       |                              |                   |       |
|        |            |               |            |                                                                  |            |                                   |                        |            |  |  |  |

 
| (G)    |   | 1.     | **TERM****  **5 years                                                                                                                                                |   |   |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |   | 2.     | **COMMENCING DATE   **13  July 2006                                                                                                                                  |   |   |
|   |   | 3.     | **TERMINATING DATE   **12  July 2011                                                                                                                                 |   |   |
|   |   | 4.     | With an **OPTION TO RENEW**for  a period of   5 years                                                                                                                |   |   |
|   |   |   | set out in clause 2.4 of Annexure ‘A’                                                                                                                                |   |   |
|   |   | 5.     | With an**OPTION TO PURCHASE**set  out in clause N.A.                  of  N.A.            |   |   |
|   |   | 6.     | Together with and reserving the RIGHTS set out in  clause N.A.                   of  N.A. |   |   |
|   |   | 7.     | Incorporates the provisions or additional material  set out in **ANNEXURE(S)** ‘A’ hereto.                                                                           |   |   |
|   |   | 8.     | Incorporates the provisions set out in N.A. in the  Department of Lands, Land and Property Information Division as No(s). N.A.                                                 |   |   |
|   |   | 9.     | The **RENT** is set  out in item No. 8 of Annexure ‘A’                                                                                                               |   |   |

 
| ALL HANDWRITING MUST BE IN BLOCK CAPITALS. |   | DEPARTMENT OF LANDS                     |
|--------------------------------------------|--------|-----------------------------------------|
| 0603                                       |   | LAND AND PROPERTY  INFORMATION DIVISION |

 

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|   | **DATE**                                                                                                                                                                        |                       |                                                                             |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------|----------------------------------------------------------------------------------|
| (H)    | I certify that  the person(s) signing opposite, with whom I am personally acquainted or as to  whose identity I am otherwise satisfied, signed this instrument in my  presence. |                       | Certified  correct for the purposes of the Real Property Act 1900 by the lessor. |
|   |                                                                                                                                                                            |                       |                                                                             |
|   | Signature of witness:                                                                                                                                                           |                       | Signature of  lessor:                                                            |
|   |                                                                                                                                                                            |                       |                                                                             |
|   | Name of witness:                                                                                                                                                                | See Annexure ‘A’ |                                                                             |   |
|   | Address of  witness:                                                                                                                                                            |                       |                                                                             |
|   |                                                                                                                                                                            |                       |                                                                             |
|   |                                                                                                                                                                            |                       |                                                                             |
|   |                                                                                                                                                                            |                       |                                                                             |
|   | I certify that the  person(s) signing opposite, with whom I am personally acquainted or as to  whose identity I am otherwise satisfied, signed this instrument in my  presence. |                       | Certified correct for  the purposes of the Real Property Act 1900 by the lessee. |
|   |                                                                                                                                                                            |                       |                                                                             |
|   | Signature of witness:                                                                                                                                                           |                       | Signature of lessee:                                                             |
|   |                                                                                                                                                                            |                       |                                                                             |
|   | Name of witness:                                                                                                                                                                | See Annexure ‘A’ |                                                                             |   |
|   | Address of  witness:                                                                                                                                                            |                       |                                                                             |

(I)   **STATUTORY DECLARATION ***

I,

solemnly and sincerely declare that—

1.         Thetime for the exercise of optionto                     inexpired lease No.                     hasended; and

2.         Thelessee under that lease has not exercised the option.

I make this solemn declaration conscientiouslybelieving the same to be true and by virtue of the provisions of the Oaths Act1900 

and I certify this lease correct for the purposes ofthe Real Property Act 1900.
|   | Made and  subscribed at                 | in the State of  New South Wales |
|--------|-----------------------------------------|----------------------------------|
|   | on                                      | in the presence of—         |
|   | Signature of  witness:                  | Signature of  lessor:            |
|   | Full name of witness:                   |                             |
|   | Address of witness:                     |                             |
|   | Qualification  of witness: *[tick one]* |                             |   |
|   |                                    | oJustice  of the Peace           |
|   |                                    | oPractising  Solicitor           |
|   |                                    | oOther *[specify]*               |
|        |                                         |                                  |  |  |

 

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* As the Department ofLands may not be able to provide the services of a justice of the peace orother qualified witness, the statutory declaration should be signed andwitnessed prior to lodgment of the form at Land and Property InformationDivision.

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THIS and the following 40 pages formAnnexure ‘A’ to a Lease made between ING Management Limited (‘Landlord’) and Channell Pty Limited (‘Tenant’)dated July 13, 2006.  The Landlord and the Tenant agree asfollows:

**SUMMARY**

**Item 1****                    LANDLORD**

ING Management Limited (ACN006 065 032)of Level 6, 345 George Street, Sydney, New South Wales

**Item 2****                    TENANT**

Channell Pty Limited (ABN 29 002735 622)of 3 Healey Circuit, Huntingwood Business Centre, Huntingwood, New South Wales

**Item 3****                    GUARANTOR**

Not applicable

**Item 4****                    ESTATE**

The Estate known as HuntingwoodBusiness Centre on the land in Certificate of Title FolioIdentifier CP/SP 58386

**Item 5****                    PREMISES**

3 Healey Circuit, HuntingwoodBusiness Centre, Huntingwood, comprised in Certificate of Title FolioIdentifier 12/SP70793

**Item 6****                    TERM**

5 years commencing on 13 July 2006and terminating on 12 July 2011

**Item 7****                    OPTION LEASE**

5 years commencing on 13 July 2011and terminating on 12 July 2016

**Item 8****                    INITIAL BASE RENT**

$459,885 per year

**Item 9****                    MARKET BASE RENT REVIEW DATES (Including duringOption Lease)**

13 July 2011
| /s/ Adrian Lawrence Astridge |   | /s/ William H. Channell, Jr |
|------------------------------|--------|-----------------------------|
| /s/ Tim Roger Lewis          |   | /s/ Nick Morganti           |
| Signature of Landlord        |   | Signature of Tenant         |

 

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**Item 10****                 CPI BASE RENT REVIEW DATES (Including during OptionLease)**

13 July 2007, 13 July 2008, 13July 2009, 13 July 2010, 13 July 2012, 13 July 2013, 13 July2014, 13 July 2015

**Item 11****                 FIXED PERCENTAGE BASE RENT REVIEW DATES (Includingduring Option Lease)**

Not applicable

**Item 12****                 PERCENTAGE FOR FIXED PERCENTAGE BASE RENT REVIEWS**

Not applicable

**Item 13****                 PERMITTED USE**

Manufacturing, storage anddistribution of moulded plastics and broadbandtelecommunications products and associated offices.

**Item 14****                 TENANT’S PROPORTION OF OUTGOINGS**

A.            Lot Outgoings – 100%

B.            EstateOutgoings – 12%

**Item 15****                 BANK GUARANTEE**

6 Months Base Rent and the Tenant’sProportion of Outgoings increased by the rate of GST(expressed as a percentage) applicable from time to time

**Item 16****                 SECURITY DEPOSIT**

Not applicable

**Item 17****                 PERIOD FREE OF BASE RENT AND LANDLORD’SCONTRIBUTION**

See Clause 20.3

**Item 18****                 NUMBER OF CAR SPACES**

63 provided by the Landlord

**Item 19****                 INCENTIVE AMOUNT**

The total of:

A:            $229,942.50being equivalent to 6 Months initial Base Rent; and

B:            thecost of the Landlord’s Power Facilities (less any amount paid or allowed by theTenant pursuant to Clause 20.7)

**Item 20****                 SCHEME**

ING Industrial Fund

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**Item 21**                                                    **TRUST**

Not applicable

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**1.****          DEFINITIONSAND INTERPRETATION**

1.1.**      DEFINITIONS**

Unless otherwise provided in this Lease, the following words have thefollowing meanings:

1.1.1         ‘**ACCESSORIES**’ means all wires, cables,ducts, plant, machinery, fixtures, fittings, equipment, kitchens, toilets,grease traps, wash basins, water, gas and electrical fittings and equipment,pipes, drains, sewers and other services in or to the Premises or the Estateowned or controlled by the Landlord other than the Tenant’s Goods.

1.1.2         ‘**ALTERNATE PREMISES**’ means property owned bythe Landlord or a Related Corporation of the Landlord and held in the INGIndustrial Fund.

1.1.3         ‘**BANK GUARANTEE**’ means an irrevocable bankguarantee having no expiry date to be in a form approved by the Landlord from abank trading in New South Wales under which the bank agrees to pay to theLandlord on demand an amount not less than the amount specified in Item 15.

1.1.4         ‘**BASE RENT**’ means the amounts payable underClause 3.1.

1.1.5         ‘**BASE RENT AGREEMENT PERIOD**’ means the periodof 14 days during which the Landlord and the Tenant will try to agree on thecurrent annual face market rent to apply from a Market Base Rent Review Date.

1.1.6         ‘**BUSINESS DAY**’ means a day that is not aSaturday, Sunday, public holiday or bank holiday in Sydney.

1.1.7         ‘**COMMENCING DATE**’ means the lease commencingdate specified in Item 6.

1.1.8         ‘**COMMON AREAS**’ means all parts of the Estateavailable for use by the Tenant in common with others and includes any part ofthe Common Areas.

1.1.9         ‘**COMMON PROPERTY**’ means the common propertyin Strata Plan 58386 and any part.

1.1.10       ‘**CPI BASE RENT REVIEW DATE**’ means each ofthe dates specified in Item 10.

1.1.11       ‘**ESTATE**’ means the land and buildingsdescribed in Item 4 and includes all improvements in or on the Estate owned orcontrolled by the Landlord, the Accessories, the Fire Equipment, the Landlord’sAirconditioning Equipment and any extensions or alterations to the Estate andany part of the Estate.

1.1.12       ‘**ESTATE OUTGOINGS**’ means that percentage ofthe Landlord’s costs and expenses paid or payable in relation to the Estate tothe extent those costs and expenses are not included in the levies of theOwners Corporation and includes:

(a)           thecost of providing and maintaining services to the Estate including light,power, airconditioning, ventilation, lifts,escalators, security, supervision, waste removal and the cleaning andlighting of the Common Property;

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(b)           the cost of operating, repairing and maintaining the Estate, theAccessories, the Fire Equipment and the Landlord’s Airconditioning Equipment(but not including structural or capital works);

(c)           the cost of the management, control and administration of the Estateincluding wages, on costs and consultancy fees;

(d)           the cost of supplying towels, soap, sanitary units and other facilitiesin the washrooms and toilets of the Estate;

(e)           the cost of statutory inspections and reports;

(f)            the cost of purchasing, hiring, maintaining andservicing all plants and flowers, gardens, lawns, planted areas and artificialwater courses;

(g)           the cost of pest control;

(h)           the cost of Outgoings audits;

(i)            any payments in relation to car spaces in theEstate under the Taxation Administration Act 1996 or of any other levy, chargeor fee imposed by any competent authority in relation to such car spaces or theuse of such car spaces.

1.1.13       ‘**FIRE EQUIPMENT**’ means all fire fighting,prevention, warning, evacuation and detection equipment in the Premises.

1.1.14      ‘**FIXED PERCENTAGE BASE RENT REVIEW DATE**’means each of the dates specified in Item 11.

1.1.15      ‘**GST**’ means goods and services tax, valueadded tax, consumption tax or a similar tax on supply.

1.1.16      ‘**GUARANTOR**’ means the Person (if any)described in Item 3 and includes:

(a)           if the Guarantor is a corporation, the Guarantor’s successors in title;and

(b)           if the Guarantor is a natural person, the Guarantor’s executors andadministrators.

1.1.17      ‘**INCENTIVE**’ means the amount (if any) of anyincentive paid or allowed by the Landlord in relation to this Lease andreferred to in Item 19.

1.1.18      ‘**INSTITUTE**’ means the New South WalesDivision of the Australian Property Institute (Inc.).

1.1.19      ‘**ITEM**’ means an Item in the Summary.

1.1.20      ‘**LANDLORD**’ means the Person described inItem 1 and includes:

(a)           if the Landlord is a corporation, the Landlord’s successors in titleand assigns; and

(b)           if the Landlord is a natural person, the Landlord’s executors andadministrators.

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1.1.21       ‘**LANDLORD’S ADVANCE**’ means the amount whichthe Landlord, acting reasonably, accepts is equal to the cost of the PowerUpgrade less the Landlord’s Power Cost.

1.1.22       ‘**LANDLORD’S AIRCONDITIONING EQUIPMENT**’ meansall plant and equipment for ventilating or air conditioning the Premises or theEstate owned or controlled by the Landlord.

1.1.23       ‘**LANDLORD’S OUTGOINGS ESTIMATE**’ means awritten estimate given by the Landlord to the Tenant detailing the Landlord’sestimate of the Tenant’s Proportion of Outgoings for any period up to 1 year inadvance of such estimate.

1.1.24       ‘**LANDLORD’S POWER COST**’ means that part ofthe cost of the Power Upgrade which relates to increasing the power availableto the Premises to 650 Amps per phase.

1.1.25       ‘**LANDLORD’S POWER FACILITIES**’ means theplant, buildings, cables, wires and associated equipment installed in thePremises by the Landlord to enable future supply of a higher capacity of powerto the Premises of 1,200 Amps per phase.

1.1.26       ‘**LANDLORD’S REVIEW NOTICE**’ means a writtennotice given by the Landlord to the Tenant of the Landlord’s assessment of theannual current face market rent to apply from a Market Base Rent Review Date.

1.1.27       ‘**LEASE**’ means this Lease and includes anyother tenancy which exists between the Landlord and the Tenant in relation tothe Premises.

1.1.28       ‘**LOT**’ means Lot 12 in Strata Plan 70793.

1.1.29       ‘**LOT OUTGOINGS**’ means that percentage of theLandlord’s costs and expenses paid or payable in relation to the Lot andincludes:-

(a)           all Rates and Taxes;

(b)           the cost of providing and maintaining services to the Lot includinglight, power, airconditioning, ventilation, lifts, escalators, security,supervision, waste removal and the cleaning and lighting of the Common Areas;

(c)           the cost of operating, repairing and maintaining the Lot, theAccessories, the Fire Equipment and the Landlord’s Airconditioning Equipment(but not including structural or capital works);

(d)           the cost of the management, control and administration of the Lotincluding wages, on costs and consultancy fees;

(e)           the cost of all premiums to insure the Lot in its full insurablereplacement value including demolition and debris removal with an escalationprovision, broker’s fees, stamp duty, valuations required for insurancepurposes, loss of rent insurance and such other insurances as the Landlordrequires;

(f)            the cost of supplying towels, soap, sanitary unitsand other facilities in the washrooms and toilets of the Lot;

(g)           the cost of statutory inspections and reports;

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(h)           the cost of purchasing, hiring, maintaining and servicing all plantsand flowers, gardens, lawns, planted areas and artificial water courses;

(i)            the cost of pest control;

(j)            the cost of Outgoings audits;

(k)           any payments in relation to car spaces in the Lot under the TaxationAdministration Act 1996 or of any other levy, charge or fee imposed by anycompetent authority in relation to such car spaces or the use of such carspaces; and

(l)            any levies or other monies that are payable tothe Owners Corporation.

1.1.30      ‘**MARKET BASE RENT REVIEW DATE**’ means each ofthe dates specified in Item 9.

1.1.31      ‘**MONTH**’ means calendar month.

1.1.32      ‘**NEW TENANT**’ means the proposed assignee,sub-tenant or licensee as referred to in Clause 15.1.3

1.1.33      ‘**OPTION LEASE**’ means the further lease ofthe Premises for the further term specified in Item 7.

1.1.34      ‘**OUTGOINGS**’ means the total of the LotOutgoings and the Estate Outgoings.

1.1.35      ‘**OWNERS CORPORATION**’ means the OwnersCorporation of Strata Plan 58386.

1.1.36      ‘**PAYMENT EVENT**’ means the day on which:

(a)           the Tenant is in default under this Lease and the Landlord as a resultis entitled to re-enter and repossess the Premises; or

(b)           this Lease expires, is terminated or surrendered; or

(c)           the Tenant assigns its interest in the Premises.

1.1.37       ‘**PERMITTED USE**’ means the use specified inItem 13.

1.1.38       ‘**PERSON**’ includes natural persons andincorporated and unincorporated bodies and associations.

1.1.39       ‘**POWER UPGRADE**’ means an increase in thepower provided to the Premises to 1,200 Amps per phase by way of theinstallation of a kiosk or sub-station within the Estate.

1.1.40       ‘**POWER UPGRADE NOTICE**’ means a writtennotice from the Tenant to the Landlord notifying the Landlord that the Tenantrequires a Power Upgrade.

1.1.41       ‘**POWER UPGRADE RENT**’ means an amount equalto the Landlord’s Advance, plus interest on the Landlord’s Advance calculatedat the Rate applicable from time to time, computed from the date on which theLandlord’s Advance is made and calculated on the Landlord’s Advance outstandingat the commencement of each Month during the Term.

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1.1.42       ‘**PREMISES**’ means the Premises described inItem 5 and includes the Accessories, the Fire Equipment, the Landlord’sAirconditioning Equipment and the Landlord’s Power Facilities located withinthe Premises and any part of the Premises.

1.1.43       ‘**PREMISES SERVICES**’ means any services andfacilities provided or installed by or for the Landlord in the Premises or forthe benefit of the Premises in any false floor of the Premises or in anyceiling cavity or structural walls adjoining the Premises including but, notlimited to, airconditioning thermostats, ducts and outlets, fire sprinklerheads and piping, security and fire alarm equipment, lighting, centralelectrical switching arrangements, emergency lighting and exit signs.

1.1.44       ‘**PRESIDENT**’ means the president or otherprincipal officer (acting or otherwise) from time to time of the Institute.

1.1.45       ‘**PROPERTY COUNCIL**’ means Property Council ofAustralia Limited (ACN 008 474 422) trading as Property Council of Australia.

1.1.46       ‘**PROPOSED TRANSFEREE**’ means a Person towhich the Tenant proposes to transfer or issue shares or a Person in which theTenant proposes to vest other rights as referred to in Clause 15.2.

1.1.47       ‘**RATE**’ means the published BBSW rate plus265 basis points.

1.1.48       ‘**RATES and TAXES**’ means all rates, taxes,charges and assessments of every kind assessed, charged or imposed on theLandlord or on the Lot because of the Landlord’s interest in the Lot, exceptincome tax, capital gains tax and any GST. In the case of land tax, Rates andTaxes means the land tax (including any similar tax on land) assessed orcharged because of the Landlord’s interest in the Lot, calculated on the basisof the amount by which the Landlord’s land tax liability is increased becauseof the Landlord’s interest in the Lot.

1.1.49       ‘**RELATED CORPORATION**’ has the same meaningas that term is given in the *CorporationsAct 2001*.

1.1.50       ‘**SCHEME**’ means the scheme specified in Item20.

1.1.51       ‘**SECURITY DEPOSIT**’ means a sum of cash of anamount not less than the amount specified in Item 16 to be held by the Landlordas provided in Clause 20.2.

1.1.52       **‘SUMMARY’** means the Summary appearing at the start of thisLease.

1.1.53      ‘**TENANT**’ means the Person described in Item2 and includes:

(a)           if the Tenant is a corporation, the Tenant’s successors in title andassigns;

(b)           if the Tenant is a natural person, the Tenant’s executors,administrators and assigns;

(c)           unless contrary to the context, the Tenant’s employees; and

(d)           unless contrary to the context, the Tenant’s contractors, agents,customers and visitors at any time in the Estate.

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1.1.54      ‘**TENANT’S GOODS**’ means all the Tenant’sfixtures, fittings and goods in the Premises but does not include any fixtures,fittings or goods in the Premises to replace the Accessories, the FireEquipment or the Landlord’s Airconditioning Equipment.

1.1.55      ‘**TENANT’S FITOUT WORKS**’ means the workscarried out or to be carried out by the Tenant to fitout the Premises for theTenant’s occupation.

1.1.56      ‘**TENANT’S PROPORTION OF OUTGOINGS**’ is, as atthe date that the Tenant first occupies the Premises, the proportion of the LotOutgoings stated in Item 14A and the Proportion of the Estate Outgoings statedin Item 14 B.

1.1.57      ‘**TERM**’ means the term of this Leasespecified in Item 6.

1.1.58      ‘**TERMINATING DATE**’ means the leaseterminating date specified in Item 6.

1.1.59      ‘**TRUST**’ means the trust specified in Item21.

1.1.60      ‘**TRUST DEED**’ means the instrumentconstituting the Trust.

1.1.61      ‘**VALUER**’ means a natural person who is apractising member of not less than 5 years standing of the Institute and whoregularly values premises similar to the Premises.

1.1.62      ‘**WORKS**’ means any works in the Premiseswhich affect or interfere with the Accessories, the Fire Equipment or theLandlord’s Airconditioning Equipment and any alterations or additions to thePremises.

1.2.      **INTERPRETATION**

Unless otherwise provided in this Lease:

1.2.1        headingsin this Lease do not form part of the content of this Lease and do not affectthe meaning of this Lease;

1.2.2        Sections84, 85 and 133B of the *Conveyancing Act 1919*do not apply to this Lease;

1.2.3        wordsimporting the singular include the plural and vice versa and words importing aparticular gender include every gender;

1.2.4        anyagreement in this Lease by 2 or more Persons binds them jointly and each ofthem separately;

1.2.5        ifany part of this Lease is invalid, illegal or unenforceable, the remainingparts of this Lease will not be affected and will continue to be enforceable;

1.2.6        referencesto statutes, regulations, ordinances and by-laws include all statutes,regulations, ordinances and by-laws amending, consolidating or replacing them;

1.2.7        allcovenants or obligations in this Lease are to be regarded as separateindependent covenants made by 1 party to this Lease in favour of the otherparties;

1.2.8        thelaw of New South Wales and the jurisdiction of the New South Wales Courts andof the High Court and Federal Court of Australia apply to this Lease;

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1.2.9        thisLease contains the whole agreement between the Landlord and the Tenant; and

1.2.10      referenceto any body (including, but not limited to, any institute, association,authority or government agency) which ceases to exist or whose powers orfunctions are transferred to any other body also includes the body whichreplaces it or which substantially takes over its powers and functions.

**2.****        TERM**

2.1.      **LEASE TERM**

In consideration of the Tenant’s agreement to pay the Base Rent and theTenant’s Proportion of Outgoings and toobserve and perform the obligations on the part of the Tenant set out in thisLease the Landlord leases the Premises to the Tenant for the Term inaccordance with this Lease.

2.2.      **DAMAGE TO PREMISES**

2.2.1        Clauses2.2.2 and 2.2.3 apply if the Premises are damaged by fire, flood, lightning,storm or other disabling cause and, as a consequence, the Premises are eithersubstantially unfit for the Tenant’s use or the Landlord considers itundesirable to rebuild the Premises in their previous form.

2.2.2        TheLandlord can terminate this Lease by giving 1 Months written notice to theTenant.

2.2.3        TheTenant can terminate this Lease by giving 1 Months written notice to theLandlord except where:

(a)           claims cannot be made under the Landlord’s or Owner’s Corporationsinsurance of the Premises because of an act or failure to act by the Tenant; or

(b)           the Landlord gives the Tenant written notice within 3 Months of thedamage that the Landlord or Owner’s Corporation (as the case may be) intends torebuild the Premises and the Landlord or the Owner’s Corporation (as the casemay be) makes the Premises fit for use within 12 Months after the date ofgiving of the Landlord’s notice under this Clause.

2.2.4        Nothingin this Clause 2.2 obliges the Landlord or the Owner’s Corporation to rebuildthe Premises.

2.3.      **HOLDING OVER**

2.3.1        Ifthe Tenant remains in the Premises with the Landlord’s consent after the expiryor earlier termination of this Lease (other than under an Option Lease), theTenant will do so as a monthly tenant:

(a)           at a Base Rent payable monthly in advance in the amounts determined bythe Landlord from time to time as notified in writing by the Landlord to theTenant; and

(b)           otherwise on the same terms as this Lease.

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2.3.2        Themonthly tenancy under Clause 2.3.1 can be terminated at any time by either theLandlord or the Tenant giving the other two (2) Months written notice, expiringon any day.

2.4.      **OPTION LEASE**

2.4.1        Ifthe Tenant wishes to have the Option Lease and strictly complies with Clause2.4.2, the Landlord will lease the Premises to the Tenant on the terms set outin Clause 2.4.3.

2.4.2        Ifthe Tenant wishes to have the Option Lease, the Tenant will:

(a)           give written notice to the Landlord not more than 9 Months and not lessthan 6 Months before the Terminating Date;

(b)           not be in breach of this Lease, unless such breach has been waived orremedied;

(c)           pay the Landlord’s costs of entering into the Option Lease;

(d)           ensure that any Guarantor enters into the Option Lease as guarantor;and

(e)           ensure that any Bank Guarantee or Security Deposit under this Lease isapplied to the Option Lease.

2.4.3        TheOption Lease will be on the same terms as this Lease except:

(a)           this Clause 2.4 and Clauses 20.3, 20.4, and 20.7 will not be included;

(b)           Item 7 will not be included;

(c)           the commencing date in Item 6 will be the Option Lease commencing date;

(d)           the terminating date in Item 6 will be the Option Lease terminatingdate; and

(e)           the Base Rent payable during the Option Lease will be determined inaccordance with this Lease and will in no event be varied to be less than 104%of the Base Rent payable at the expiry of this Lease.

**3.****        BASERENT AND OTHER PAYMENTS**

3.1.      **RATES OF BASE RENT**

Base Rent is payable at the annual rate specified in Item 8 untilvaried under this Lease (if applicable) and is then payable at the variedrates.

3.2.      **MARKET BASE RENT REVIEWS**

3.2.1        Oneach Market Base Rent Review Date the annual Base Rent payable under this Leasemay be varied to the current annual face market rent agreed or determined underClauses 3.2.2 to 3.2.10.

3.2.2        Noearlier than 6 Months before a Market Base Rent Review Date the Landlord maygive the Tenant the Landlord’s Review Notice.

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3.2.3        Unlessthe Tenant objects to the Landlord’s Review Notice by giving written notice tothe Landlord within 28 days of the Landlord giving the Landlord’s Review Notice(time being of the essence), the annual Base Rent payable from the relevantMarket Base Rent Review Date will be the amount in the Landlord’s ReviewNotice.

3.2.4        Ifthe Tenant objects to the Landlord’s Review Notice by giving written notice tothe Landlord within 28 days of the Landlord giving the Landlord’s Review Notice(time being of the essence), the Base Rent Agreement Period will commence. Ifthe Landlord and the Tenant do not agree on the current annual face market rentwithin the Base Rent Agreement Period (time being of the essence) Clauses 3.2.5to 3.2.10 will apply.

3.2.5        Afterexpiry of the Base Rent Agreement Period the Landlord will request thePresident to select a Valuer to make a determination and to notify the Landlordand the Tenant of the Valuer’s determination of the current annual face marketrent payable from the relevant Market Base Rent Review Date within 1 Monthafter the Valuer’s appointment.

3.2.6        TheLandlord will request the President to appoint another Valuer if the appointedValuer:

(a)           fails to accept the appointment;

(b)           fails to notify the Landlord and Tenant of the determination of thecurrent annual face market rent payable from the relevant Market Base RentReview Date within 1 Month after accepting the appointment;

(c)           becomes incapacitated or dies; or

(d)           resigns the appointment.

3.2.7        TheLandlord and the Tenant can make written submissions to the Valuer before thedate on which the Valuer is required to make the determination of the currentannual face market rent payable from the relevant Market Base Rent Review Date.The Valuer is entitled (but not obliged) to take into account any such writtensubmissions when making the determination.

3.2.8        TheValuer will act as an expert and not as an arbitrator. The Valuer’sdetermination of the current annual face market rent payable from the relevantMarket Base Rent Review Date will be final and binding as between the Landlordand the Tenant.

3.2.9        Ifthe current annual face market rent determined by the Valuer is either equal toor more than the amount in the Landlord’s Review Notice, the Tenant will payall the Valuer’s costs of the determination of the current annual face marketrent payable from the relevant Market Base Rent Review Date. If the currentannual face market rent determined by the Valuer is less than the amount in theLandlord’s Review Notice, the Landlord will pay all the Valuer’s costs of thedetermination.

3.2.10      Despiteanything to the contrary in this Clause 3.2, in no event will the Base Rent bevaried on a Market Base Rent Review Date to be less than 104% of the Base Rentpayable immediately before that Market Base Rent Review Date.

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3.3.      **CPI BASE RENT REVIEWS**

3.3.1        Oneach CPI Base Rent Review Date the annual Base Rent payable under this Leasewill be the amount determined under this Clause 3.3.

3.3.2        Theannual Base Rent payable from the CPI Base Rent Review Date will be the amountcalculated by applying the following formula:
|   | R=     |   | A x C |   |
|--------|--------|--------|-------|--------|
|   |   |   | B     |   |

 

where -

R             is the annual Base Rent to be payable from theCPI Base Rent Review Date;

A             is the Australian Statistician’s Consumer PriceIndex (All Groups) figure for Sydney last published before the CPI Base RentReview Date;

B             is the Australian Statistician’s Consumer PriceIndex (All Groups) figure for Sydney last published before the Commencing Dateor before the most recent date on which Base Rent was reviewed under this Lease(whichever is the later); and

C             is the annual Base Rent payable immediatelybefore the CPI Base Rent Review Date.

3.3.3        Ifthe Australian Statistician updates the reference base of the Consumer PriceIndex, the intended continuity of calculation will be preserved by applying theappropriate factor as chosen by the Landlord to such updated reference base.

3.3.4        Ifthe Consumer Price Index is discontinued or suspended the Landlord and theTenant will try to agree within 1 Month after the CPI Base Rent Review Date onan alternative index which reflects fluctuations in the cost of living inSydney.

3.3.5        Ifthe Consumer Price Index is discontinued or suspended and if the Landlord andthe Tenant do not agree on an alternative index under Clause 3.3.4, theLandlord will request the President to nominate an alternative index whichreflects fluctuations in the cost of living in Sydney. The decision of thePresident will be final and binding as between the Landlord and the Tenant. TheLandlord and the Tenant will each pay a one half share of all the President’scosts of that determination.

3.3.6        Despiteanything to the contrary in this Clause 3.3, in no event will the Base Rent bevaried on a CPI Base Rent Review Date to be less than 104% of the Base Rentpayable immediately before that CPI Base Rent Review Date.

3.4.      **FIXED PERCENTAGE BASE RENT REVIEWS**

On each Fixed Percentage Base Rent Review Date the annual Base Rentpayable under this Lease will be the annual Base Rent payable immediatelybefore that Fixed Percentage Base Rent Review Date increased by the percentagespecified in Item 12.

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3.5.      **INSTALMENTS OF BASE RENT**

3.5.1        TheTenant will pay Base Rent to the Landlord during the Term at the followingrates:

(a)           if the Commencing Date is the first day of a Month, the first Base Rentpayment is due on the Commencing Date in an instalment equal to one twelfth ofthe annual Base Rent then payable;

(b)           if the Commencing Date is not the first day of a Month, the first BaseRent payment will be calculated on a daily basis based on the number of days inthe relevant Month;

(c)           if the Terminating Date is not the last day of a Month, the last BaseRent payment will be calculated on a daily basis based on the number of days inthe relevant Month; and

(d)           by instalments monthly in advance on the first day of each full Monthwithin the Term equal to one twelfth of the annual Base Rent then payable.

3.5.2        Ifthe Base Rent has not been agreed or determined by a Market Base Rent ReviewDate, the Tenant will pay to the Landlord instalments of Base Rent on accountequal to the Base Rent payable before the Market Base Rent Review Date. Within28 days of the Base Rent being agreed or determined the Tenant will pay to theLandlord any difference between the amount paid on account and the Base Rent asagreed or determined.

3.6.      **OUTGOINGS**

3.6.1        TheTenant will pay the Tenant’s Proportion of Outgoings.

3.6.2        TheLandlord can at any time give written notice to the Tenant detailing the Tenant’sProportion of Outgoings not then paid by the Tenant. Within 28 days of thenotice the Tenant will pay to the Landlord the Tenant’s Proportion of Outgoingsdetailed in the notice.

3.6.3        Despiteanything to the contrary in this Lease, the Landlord can give to the Tenant theLandlord’s Outgoings Estimate. The Tenant will pay the Landlord’s OutgoingsEstimate by equal monthly instalments in advance on the same days and in thesame manner as Base Rent.

3.6.4        Withina reasonable time after the end of the period covered by the Landlord’sOutgoings Estimate, the Landlord will give written notice to the Tenant of theactual amount of the Tenant’s Proportion of Outgoings for that period and willmake any necessary adjustment of any under-payment or over-payment of theTenant’s Proportion of Outgoings.

3.7.      **ABATEMENT**

3.7.1        Exceptwhere claims cannot be made under the Landlord’s insurance of the Premises orthe Estate because of an act or failure to act by the Tenant, where thePremises are damaged by fire, flood, lightning, storm or other disabling causeand, as a consequence, the Premises are either substantially unfit for theTenant’s use or the Landlord considers it undesirable to rebuild the Premisesin their previous form, Clauses 3.7.2 and 3.7.3 apply.

3.7.2        TheBase Rent and the Tenant’s Proportion of Outgoings (or a proportionate part ofthe Base Rent and of the Tenant’s Proportion of Outgoings depending on theextent of the damage) will

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abate from the date of the damage until the Premises are either madefit for the Tenant’s use or rebuilt in their previous form or this Lease isterminated under Clause 2.2.

3.7.3        Anydispute under this Clause 3.7 will be referred to arbitration under the *Commercial Arbitration Act 1984*. Any partycan have legal representation at such arbitration.

3.8.      **METHOD OF PAYMENT**

All Base Rent and other payments by the Tenant to the Landlord underthis Lease are to be made in full at the address shown in Item 1 or at anyother place notified in writing by the Landlord to the Tenant. If required bythe Landlord, Base Rent will be paid by irrevocable automatic order on theTenant’s bank in favour of the Landlord at the Landlord’s bank.

3.9.      **DEEMED RENT AND INTEREST ON ARREARS**

3.9.1        TheLandlord and the Tenant agree that any monies due but unpaid by the Tenant tothe Landlord under this Lease are deemed to be rent for the purposes of thisLease.

3.9.2        TheTenant will pay to the Landlord interest on any Base Rent and on any othermonies due but unpaid for 14 days. Interest will be calculated at a rate equalto 2% above the interest rate that the Landlord would be charged by the SydneyHead Office of the Commonwealth Bank as at the dates on which such monies falldue on overdrafts of more than $100,000.00. Interest will be calculated fromthe date on which such moneys are due to the date on which such moneys arereceived by the Landlord.

3.10.    **PAYMENTS AFTER TERMINATION**

Unless the Landlord chooses otherwise, any monies paid by the Tenantafter this Lease is terminated will be applied in the following order:

3.10.1      toBase Rent, the Tenant’s Proportion of Outgoings and other monies due when thisLease is terminated;

3.10.2      tointerest on arrears; and

3.10.3      tocosts incurred by the Landlord because of the Tenant’s default.

3.11.    **VARIATION OF TENANT’S PROPORTION AND MEASUREMENTS**

3.11.1      TheLandlord and the Tenant agree that the Tenant’s Proportion of Estate Outgoingsis calculated on the basis of the ratio that the gross lettable area of thePremises bears to the gross lettable area of all lots in Strata Plan 58386.

3.11.2      Theproportion stated in Item14B may therefore vary during the Term. The Landlordwill give written notice to the Tenant of any such variation.

3.11.3      Anymeasurement of area under this Lease will be in accordance with the PropertyCouncil method of measurement for industrial estates (1997 Revision).

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3.12.    **GST**

3.12.1      TheBase Rent and any other payment to be made by the Tenant under this Lease hasbeen calculated without regard for GST. The Tenant must pay to the Landlord anyamount which is payable by the Landlord on account of GST as a consequence ofany supply made to the Tenant by the Landlord under this Lease, such payment onaccount of GST to be made by the Tenant at the same time as the payment for therelevant supply.

3.12.2      Within14 days after receiving payment of the Base Rent or any other amount paid bythe Tenant, the Landlord must give to the Tenant a tax invoice in respect ofany payment made under Clause 3.12.1.

3.12.3      Ifthe Tenant fails to pay any amount under Clause 3.12.1 by the date requiredunder this Lease, the Tenant will on demand pay the Landlord an amount equal toany interest or penalties incurred by the Landlord arising as a result of theTenant’s default.

3.12.4      Ifat any time an adjustment is made as between the Landlord and the relevanttaxing authority of an amount paid on account of GST on any supply made to theTenant by the Landlord under this Lease, a corresponding adjustment must bemade as between the Landlord and the Tenant and any payments required to giveeffect to the adjustment must be made.

3.12.5      Theamount of Outgoings will be calculated as follows:

(A – B) x (1 + C)

where:

A             isthe GST inclusive price of the component of Outgoings, being the amount paid bythe Landlord;

B             isthe GST input tax credit for which the Landlord is eligible on the component ofOutgoings; and

C             isthe rate of GST expressed as a decimal.

**4.****        UTILITIES**

4.1.      **LIGHT AND POWER SOURCES**

The Tenant will only use light, power or heat generated by electriccurrent and gas and water supplied through meters.

4.2.      **PAYMENT OF UTILITY CHARGES**

The Tenant will promptly pay all utility and service charges inrelation to the Premises and, where required by the Landlord, install at theTenant’s cost any necessary meters.

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**5.****        OTHER CHARGES**

5.1.      **STAMP DUTY AND LANDLORD’S COSTS**

5.1.1        TheTenant will pay the Landlord’s costs (including legal costs as betweensolicitor and client) in relation to:

(a)           thisLease and any transfer, surrender or termination of this Lease (includingobtaining the consent of any Person whose consent is required);

(b)           anybreach of this Lease by the Tenant; and

(c)           anylitigation involving the Landlord commenced by or against the Tenant in whichno judgment is recorded against the Landlord.

5.1.2        TheTenant will pay when due all stamp duty and registration fees payable inrelation to this Lease and in relation to anything done under this Lease.

**6.****        TENANT’S BUSINESS**

6.1.      **PERMITTED USE**

The Tenant will only use the Premises for the Permitted Use.

6.2.      **BUSINESS LICENCES**

The Tenant will keep current all licences and permits required for thePermitted Use.

6.3.      **STATUTORY REQUIREMENTS**

The Tenant will at all times comply with all statutes, ordinances,proclamations, orders and regulations affecting the Premises, the Tenant’s useof the Premises and the Tenant’s Goods. The Tenant will at all times complywith all notices and orders given by any competent authority in relation to thePremises, the Tenant’s use of the Premises and the Tenant’s Goods. The Tenantindemnifies the Landlord in relation to any failure by the Tenant to complywith the Tenant’s obligations under this Clause. The Landlord agrees that theTenant is not responsible for any structural alterations unless required becauseof the Tenant’s particular use of the Premises.

**7.****        USE OF PREMISES AND CLEANING**

7.1.      **USE REQUIREMENTS**

7.1.1        TheTenant will:

(a)           keepany waste pipes and drains in the Premises free from blockages;

(b)           ensurethat all rubbish is stored properly within the Premises;

(c)           keepthe Premises free of all pests and vermin;

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(d)           immediatelynotify the Landlord and the relevant public authorities of any infectiousillness or infestation in the Premises and thoroughly fumigate the Premises tothe Landlord’s satisfaction;

(e)           promptlynotify the Landlord in writing of any defect in or need to repair theAccessories, the Fire Equipment, the Landlord’s Airconditioning Equipment orthe Premises and of any circumstance of which the Tenant is aware which islikely to cause a danger or hazard to the Premises or to any Person in theEstate;

(f)            ensurethat any airconditioning equipment in the Premises including, but not limitedto, the Landlord’s Airconditioning Equipment is used to its best advantage andthat unconditioned air does not filter into any airconditioned part of thePremises; and

(g)           complywith the Landlord’s requirements in relation to emergency evacuation proceduresand drills.

7.1.2        TheTenant will not:

(a)           usethe Premises in an unsafe, offensive or unlawful manner;

(b)           exceptto the extent reasonably arising from the Permitted Use, use the Premises in anoisy manner;

(c)           usethe Accessories, the Fire Equipment or the Landlord’s Airconditioning Equipmentfor any purpose other than those for which they were supplied;

(d)           markor damage the Premises;

(e)           puton the outside of the Premises or anywhere within the Premises that is visiblefrom outside the Premises any sign, advertisement or notice without theLandlord’s prior written consent. On or before the expiry or earliertermination of this Lease, the Tenant will remove any such sign, advertisementor notice and make good any damage to the Landlord’s satisfaction;

(f)            doanything that might result in a statutory authority issuing a notice;

(g)           storeinflammable or dangerous substances in the Premises other than where reasonablyrequired by the Tenant in connection with the Permitted Use and then only insuch quantities and containers as are permitted by law and approved by theLandlord;

(h)           keepany animal in the Premises;

(i)            withoutthe Landlord’s prior written consent place any antenna or similar equipment oruse any loud speaker or similar equipment likely to be seen or heard outsidethe Premises: or

(j)            holdany auction, fire or bankruptcy sale in the Premises without the Landlord’sprior written consent.

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7.2.      **CLEANING**

The Tenant will keep the Premises clean.

7.3.      **HAZARDOUS SUBSTANCES**

7.3.1       TheTenant will ensure that any potentially hazardous substances in the Premisesincluding, but not limited to, any fuels, lubricants, chemicals and associateditems are kept safely and in sealed containers.

7.3.2       TheTenant will use its best endeavours to avoid any leak, spillage or other escapeof any potentially hazardous substance.

7.3.3       Inaddition to the Tenant’s obligations under Clause 6.3 the Tenant will at all timescomply with all notices, orders and requirements of the Landlord and of anystatutory, public or other competent authority in relation to the storage orhandling of potentially hazardous substances or the disposal, removal orrendering safe of any such substances.

7.3.4       TheTenant indemnifies the Landlord against all claims, proceedings, orders,damages, costs and expenses which the Landlord incurs in connection with anybreach by the Tenant of Clauses 7.3.1, 7.3.2 or 7.3.3. The Tenant agrees thatthis indemnity will continue despite the expiry or sooner termination of thisLease.

7.3.5       TheTenant will promptly notify the Landlord of any circumstance which may be inbreach of the Tenant’s obligations under this Clause.

7.3.6       TheTenant will obtain any report, survey or audit which the Landlord requires toenable the Landlord to determine whether a breach of this Clause 7.3 hasoccurred and will reimburse the Landlord on demand for the cost of any suchreport, survey or audit which the Landlord obtains.

**8.****        TENANT’SUSE OF ESTATE**

8.1.      **RULES AND REGULATIONS**

The Tenant will comply with the rules and regulations of the Estate setout in the Schedule to this Lease. The Landlord can from time to time vary therules and regulations set out in the Schedule so long as such variations arenot inconsistent with the rights of the Tenant under this Lease. The Tenant isbound by any variation once written notice is given to the Tenant. A writtennotice from the Landlord of the rules and regulations applying from time to timeis conclusive evidence of the rules and regulations that apply.

8.2.      **BY-LAWS**

The Tenant will comply with the by-laws of Strata Scheme 58386. TheOwner’s Corporation can from time to time vary the by-laws. The Tenant is boundby any variation to the by-laws once written notice is given to the Tenant.

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8.3.      **REPAIR OF DAMAGE**

 

The Tenant will make good any damage to the Premises, Estate or CommonProperty caused by the Tenant within 28 days of any such damage. If the Tenantfails to comply with the Tenant’s obligations under this Clause, Clause 17.1will apply.

8.4.      **OBSTRUCTING COMMON PROPERTY**

The Tenant will not obstruct Common Property.

8.5.      **PARKING**

The Tenant acknowledges that at the time the Tenant first occupied thePremises the Landlord provided the number of car spaces specified in Item 18within the Lot being:

(a)           51car spaces within the building standing on the Lot; and

(b)           12outdoor car spaces standing on the Lot.

The Tenant is entitled to park the Tenant’s cars in the car spaces.

**9.****        LANDLORD’SMANAGEMENT AND ESTATE**

9.1.      **CONTROL OF AND ALTERATIONS TO ESTATE**

9.1.1       TheLandlord can vary the Estate and also temporarily close the Estate so long asin doing so the Landlord does not (except in emergencies) materially affect theTenant’s rights under this Lease and can do or allow such other acts on theEstate as the Landlord in its absolute discretion decides.

9.1.2       TheLandlord is entitled to improve, extend or reduce the Estate except thePremises. The Tenant is not entitled to object or to claim compensation as aconsequence unless such improvements, extensions or reductions materiallyaffect the Premises and the Tenant’s quiet enjoyment of the Premises.

9.1.3       TheLandlord can temporarily close the Premises or the Estate in an emergency orwhere otherwise required by a competent authority.

9.2.      **PAYMENT OF OUTGOINGS**

The Landlord will manage the Estate and will pay theOutgoings.

9.3.      **PREMISES STRUCTURE**

Subject to the obligations of the Tenant and of other occupants of theEstate, the Landlord agrees to maintain and to take reasonable steps to ensurethe Owner’s Corporation maintains the structure of the Premises to a reasonablestandard having regard to the condition of the Premises when the Tenant firstoccupied the Premises and to fair wear and tear.

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**10.**      **MAINTENANCE AND REPAIR**

 

10.1.    **PAINTING**

At least once during every period of 5 years calculated from theearlier of the Commencing Date or the date that the Tenant first occupies thePremises and also before the Tenant ceases to occupy the Premises, the Tenantwill in a workmanlike manner and to the Landlord’s satisfaction:

10.1.1     paintwith at least 2 coats of premium quality paint and otherwise treatappropriately all the brickwork, masonry, timber, enamel, metal work and othersurfaces of the Premises usually painted or treated;

10.1.2     colouror whiten all ceilings with premium quality paint; and

10.1.3     washdown all washable surfaces of the Premises.

10.2.    **KEEPING IN REPAIR**

10.2.1     TheTenant acknowledges that, as at the date that the Tenant first occupied thePremises, the Premises were newly painted and carpeted and otherwise in goodrepair. The Tenant will at all times keep the Premises including theAccessories, the Fire Equipment and the Landlord’s Airconditioning Equipment inor near the Premises in good repair and condition having regard to theircondition at the earlier of the Commencing Date and the date that the Tenantfirst occupied the Premises.

10.2.2     TheTenant’s obligations under Clause 10.2.1 do not extend to any repair requiredbecause of:

(a)           fairwear and tear; or

(b)           structuraldefects for which the Tenant is not otherwise responsible under this Lease.

10.2.3     DespiteClause 10.2.2, the Tenant will at the Tenant’s cost replace to the satisfactionof the Landlord any of the Accessories, the Fire Equipment or the Landlord’sAirconditioning Equipment which are worn out or destroyed or otherwise requirereplacement as a result of neglect or default of the Tenant.

10.3.    **NOTICES TO REPAIR**

The Landlord can give written notice to the Tenant torepair any defects or to carry out any repair works which the Tenant isrequired to do under this Lease. The Tenant will make good any defects and willcarry out any repairs as required by the Landlord’s notice.

10.4.    **PLANT AND SERVICE CONTRACTS**

10.4.1     TheTenant will ensure that the Accessories, the Fire Equipment and the Landlord’sAirconditioning Equipment and any other plant or equipment in the Premises areused to their best advantage.

10.4.2     Unlessotherwise required by the Landlord, the Tenant will keep comprehensivecontracts current with contractors approved by the Landlord for regularinspections, servicing and repair

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of the Accessories, theFire Equipment and the Landlord’s Airconditioning Equipment and any other plantor equipment in the Premises.

 

10.5.    **DELIVERING UP IN GOOD REPAIR**

 

10.5.1     Unlessthe Landlord notifies the Tenant in writing before the expiry or earliertermination of this Lease that the Tenant is not required to comply with any ofits obligations under this Clause 10.5.1, at the expiry or earlier terminationof this Lease the Tenant will give vacant possession of the Premises to theLandlord with the Premises in the state of repair required under this Leaseincluding, but not limited to, the following:

(a)           thePremises being painted and treated as required under Clause 10.1;

(b)           thePremises being in the state of repair required under Clause 10.2;

(c)           theTenant’s Goods being removed from the Premises as required under Clause 10.6;

(d)           the carpetin the Premises being replaced with carpet of no lesser quality than the carpetin the Premises when the Tenant first occupied the Premises;

(e)           twocoats of high quality sealant approved by the Landlord to be applied to thewarehouse floor;

(f)            anyfitting out in the Premises carried out by, for or at the cost of the Landlordon behalf of or at the request of the Tenant being removed from the Premisesand any consequential damage made good;

(g)           thePremises Services being returned to the configuration they were in before theTenant first occupied the Premises;

(h)           ifthey have been removed or altered, the Landlord’s Power Facilities beingreinstated in full working order;

(i)            allcables, wires, ducting and pipes installed by the Tenant being removed from thePremises and terminated at the source;

(j)            anypart of the Premises structure in which holes have been made by or on behalf ofthe Tenant being made good; and

(k)           ensuringthat the ceiling tiles and the ceiling support grid are in good repair.

10.5.2     Despiteanything to the contrary in this Lease, this Lease will be deemed to continueuntil such time as the Tenant complies with all of its obligations under Clause10.5.1.

10.6.    **REMOVAL OF TENANT’S GOODS**

10.6.1     Ifthe Tenant is not in default under this Lease the Tenant can during the lastMonth of the Tenant’s occupation of the Premises remove the Tenant’s Goods fromthe Estate so long as such removal is done under the supervision of and inaccordance with the directions of the Landlord. The Tenant will make good anydamage caused to the Premises or the Estate.

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10.6.2     Ifthe Tenant does not remove the Tenant’s Goods as provided under Clause10.6.1and the Landlord requires the Tenant to remove the Tenant’s Goods, theTenant will remove the Tenant’s Goods within 14 days of the expiry of the lastMonth of the Tenant’s occupation of the Premises so long as such removal isdone under the supervision of and in accordance with the directions of theLandlord. The Tenant will make good any damage caused to the Premises or theEstate.

 

10.6.3     Ifthe Tenant does not remove the Tenant’s Goods as provided under Clauses 10.6.1and 10.6.2 the Landlord can:

(a)           removeand store the Tenant’s Goods at the Tenant’s risk and cost; and

(b)           treatany of the Tenant’s Goods as if they were the Landlord’s property and deal withthem in any way (including by sale) without being liable to account to theTenant.

10.6.4     TheTenant indemnifies the Landlord in relation to the removal and storage of theTenant’s Goods and in relation to claims by any Person of an interest in theTenant’s Goods.

10.6.5     Despiteanything to the contrary in this Lease, this Lease will be deemed to continueuntil such time as the Tenant’s Goods are removed from the Premises.

**11.****      WORKSAND OVERLOADING**

11.1.    **WORKS**

11.1.1     TheTenant will not undertake any Works without first obtaining the Landlord’swritten consent.

11.1.2     Beforeundertaking Works the Tenant will submit detailed plans and specifications ofthe Works to the Landlord for approval.

11.1.3     Ifthe Landlord approves the Works:

(a)           theWorks must be carried out by Persons appointed or approved by the Landlord;

(b)           inundertaking the Works the Tenant must comply with the requirements of theLandlord, the law and the relevant public authorities; and

(c)           theTenant must pay the Landlord’s costs and expenses in connection with the Works.

11.2.    **OVERLOADING**

The Tenant will not bring anything onto the Premisesor the Estate that is likely to overload the roof, walls, floor or structure ofthe Premises or of the Estate.

**12.****      LANDLORD’SRESERVATIONS**

12.1.    **RIGHT TO USE EXTERIOR AND TO MAINTAIN SERVICES**

The Landlord reserves the right:

12.1.1     touse the exterior walls and the roof of the Premises;

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12.1.2     toinstall, maintain, replace and run substances through any pipes, ducts or wirespassing through the Premises; and

 

12.1.3     toenter the Premises to exercise such rights.

12.2.    **RIGHT OF ENTRY TO INSPECT AND CARRY OUT WORKS**

The Landlord with all necessary materials can enterthe Premises at reasonable times after giving not less than 24 hours writtennotice (or at any time without notice in an emergency) to:

12.2.1     doany works that the Landlord considers desirable;

12.2.2     inspectthe Premises;

12.2.3     exerciseany of the Landlord’s rights under this Lease; or

12.2.4     repairthe Premises where the Premises have been damaged.

12.3.    **LANDLORD’S SIGNS AND INSPECTIONS**

With not less than 24 hours prior written notice, the Landlord canenter the Premises at any time to affix ‘For Sale’ signs and, during the last 6Months of the Term (if the Tenant has not exercised an option to renew pursuantto Clause 2.4) to affix ‘For Lease’ signs. The Tenant will not obscure theLandlord’s signs. The location of the Landlord’s signs must not obscure theTenant’s signs or affect access to the Premises. The Tenant will allow allPersons authorised by the Landlord to inspect the Premises at reasonable timesafter reasonable notice from the Landlord.

12.4.    **EASEMENTS AND OTHER RIGHTS**

12.4.1     TheLandlord can transfer or create any easement, licence or other right ordedicate land in favour of any Person or in favour of land near the Premises orin favour of any public authority for the purposes of access, support orservices. This Lease is subject to any such easement, licence, other right ordedication.

12.4.2     TheLandlord will not dedicate land or transfer or create any easement, licence orother right which would substantially and permanently lessen the Tenant’srights under this Lease.

**13.****      LANDLORD’SLIABILITIES AND INDEMNITIES**

13.1.    **SUITABILITY OF PREMISES**

13.1.1     TheLandlord gives no warranty and makes no representation to the Tenant that thePremises or the Estate are suitable or will remain suitable or adequate for theTenant’s purposes. Any warranty implied by law about the suitability oradequacy of the Premises or the Estate is excluded from this Lease.

13.1.2     TheLandlord gives no warranty and makes no representation to the Tenant about anyother businesses in the Estate.

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13.2.    **ASSUMPTION OF RISK**

 

The Tenant occupies and uses the Premises and the Estate at the Tenant’ssole risk.

13.3.    **INTERRUPTION OF SERVICES**

Despite any law to the contrary, the Landlord is not liable to theTenant for any loss suffered by the Tenant because the Accessories, the FireEquipment or the Landlord’s Airconditioning Equipment fail to function orbecause of any blocked drains or because of any loss of services to thePremises except to the extent that any such loss is caused by the Landlord’snegligent act or omission.

13.4.    **CONDITION PRECEDENT**

Where the Tenant is aware of damage that the Tenant might suffer, theLandlord will only be liable to the Tenant for the Landlord’s failure to takeaction to prevent such damage if the Tenant first gives the Landlord writtennotice and the Landlord fails to take reasonable steps to rectify the problem.

13.5.    **INDEMNITIES BY TENANT**

13.5.1     TheTenant indemnifies the Landlord against all claims, costs and expenses forwhich the Landlord is liable in relation to any death, personal injury orproperty damage caused by any act or failure to act by the Tenant or because ofthe Tenant’s use of the Estate except to the extent that any claims, costs orexpenses are caused by the Landlord’s negligent act or omission.

13.5.2     TheTenant indemnifies the Landlord against all loss or damage caused by the Tenantincluding, but not limited to, the Tenant’s use or misuse of the Estate, thePremises, the Accessories, the Fire Equipment or the Landlord’s AirconditioningEquipment or by the Tenant’s failure to notify the Landlord of any major orcontinuing defect in the Premises, the Accessories, the Fire Equipment or theLandlord’s Airconditioning Equipment.

13.5.3     TheLandlord is not liable for any damage caused to the Premises or to the Tenant’sGoods by burglary, theft or malicious damage except to the extent that suchdamage is caused by the Landlord’s negligent act or omission.

13.6.    **LIMITATION OF LANDLORD’S LIABILITY**

13.6.1     TheLandlord enters into this Lease as responsible entity of the Scheme and in noother capacity.

13.6.2      Despiteany other provision of this Lease (whether express or implied) other thanClause 13.6.5:

(a)           theLandlord’s liability in connection with this Lease is limited to the amountthat the Landlord has a right to recover, and actually recovers, from theScheme’s assets by exercising the Landlord’s right of indemnity; and

(b)           theLandlord does not have to satisfy any liability in connection with this Leasefrom any assets other than the Scheme’s assets.

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These limitations applyto all liability whatever its cause, including, but not limited to, liabilityfor negligence.

 

13.6.3     TheTenant must not exercise any right, power or remedy that requires the Landlordto incur:

(a)           anyexpenses for which the Landlord has no right of indemnity against the Scheme’sassets; or

(b)           anyexpenses greater than the amount that the Landlord can recover from the Scheme’snet assets (taking into account the Scheme’s other liabilities).

13.6.4     TheTenant must not take any steps to appoint, or assist any Person to appoint:

(a)           areceiver, receiver and manager or other Person to any property that theLandlord owns, or in which the Landlord has an interest, other than the Scheme’sassets; or

(b)           aliquidator, provisional liquidator or administrator to the Landlord.

13.6.5     Thelimitations in Clause 13.6.2 and restrictions in Clause 13.6.3 do not apply tothe extent that the Landlord’s fraud, negligence or breach of trust reduces orextinguishes the Landlord’s right of indemnity from the property of the Scheme.

**14.****      INSURANCES**

14.1.    **PUBLIC RISK AND PLATE GLASS**

The Tenant will keep current in the name of the Tenant, noting theinterest of the Landlord and, if required by the Landlord, the Landlord’smortgagee:

14.1.1     apublic risk insurance policy for not less than $20,000,000.00 or for suchhigher amount as the Landlord requires from time to time; and

14.1.2     adequatereinstatement insurance of all plate glass in the Premises for the amount theLandlord requires from time to time.

14.2.    **WORKERS’ COMPENSATION**

The Tenant will comply with all statutory requirements in relation toworkers compensation.

14.3.**    TENANT’SGOODS INSURANCE**

The Tenant will keep current adequate insurance against damage to orloss of the Tenant’s Goods.

14.4.    **LANDLORD MAY INSURE**

If the Tenant fails to take out the insurances required under thisLease, the Landlord can take out those insurances. Any amount paid by theLandlord for such insurances will be payable by the Tenant to the Landlord ondemand.

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14.5.**    REPUTABLEINSURER**

 

All insurances required to be taken out by the Tenant under this Leaseare to be taken out with a reputable insurer.

14.6.    **PRODUCTION OF POLICIES**

The Tenant will promptly provide to the Landlord a certificate ofinsurance in relation to any insurance policy which the Tenant is required totake out under this Lease.

14.7.    **CONDUCT VOIDING INSURANCES**

The Tenant will not do anything that might make any insurance taken outby the Landlord or the Tenant void or voidable or which would breach any laws,regulations or statutes.

**15.****      ASSIGNMENT,SHARES DEALING, SUB-LETTING MORTGAGING ETC.**

15.1.    **RESTRICTION ON ASSIGNMENT AND SUB-LETTING**

15.1.1     TheTenant will not assign, mortgage, charge or otherwise deal with the Tenant’sinterest in the Premises.

15.1.2     Anyassignment, sub-letting or licence will not breach Clause 15.1.1 if:

(a)           theTenant is either not in breach of this Lease or such breach has been waived orremedied;

(b)           theTenant gives 1 Months prior notice; and

(c)           theTenant complies with Clause 15.1.3.

15.1.3     Beforeany assignment, sub-letting or licence:

(a)           theTenant will prove to the Landlords’ satisfaction that the New Tenant isrespectable and solvent and capable of adequately carrying out the PermittedUse and that the New Tenant is of no lesser commercial standing and substancethan the Tenant and Guarantor (if any) were collectively at the date that the Tenantfirst occupied the Premises;

(b)           inthe case of assignment, the New Tenant will agree with the Landlord in the formrequired by the Landlord to perform this Lease;

(c)           inthe case of assignment, the New Tenant will provide such guarantees of the NewTenant’s performance of this Lease as the Landlord requires including, but notlimited to, a Bank Guarantee equivalent to 12 Months Base Rent and the Tenant’sProportion of Outgoings, increased by the rate of GST (expressed as apercentage) then applicable, and Item 15 will be deemed to be altered to referto that Bank Guarantee;

(d)           theTenant and the Guarantor (if any) will enter into a deed in the form requiredby the Landlord acknowledging their continuing liability under this Lease;

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(e)           inthe case of a sub-lease or licence, the Tenant will establish to the Landlords’satisfaction that the New Tenant is required to pay a market rent or fee;

 

(f)            theTenant and the New Tenant will comply with the Landlord’s requirements inrelation to documenting, stamping and registering the transaction; and

(g)           theTenant will pay the Landlords’ costs in connection with the proposedassignment, sub-letting or licence.

15.2.    **RESTRICTION ON SHARE DEALINGS**

15.2.1     Ifthe Tenant is a corporation (other than a corporation whose shares are listedon an Australian Stock Exchange) then, unless the Tenant first complies withClause 15.2.2, the Tenant will not take any action which would have the effectthat the shareholders of the Tenant at the Commencing Date would, after such action,beneficially hold or control less than 51 per cent of the voting rights or ofthe income or capital participation rights in the Tenant or less than 51 percent of the voting rights at a meeting of directors of the Tenant.

15.2.2     Therequirements referred to in Clause 15.2.1 are that the Tenant:

(a)           givesto the Landlord not less than 1 Months written notice of its intention;

(b)           isnot in default under this Lease unless such default has been waived orremedied;

(c)           provesto the Landlord’s satisfaction that the Proposed Transferee is respectable,responsible and solvent;

(d)           ensuresthat the Proposed Transferee provides to the Landlord such guarantees of theTenant’s obligations under this Lease as the Landlord requires including, butnot limited to, a Bank Guarantee equivalent to 12 Months Base Rent and theTenant’s Proportion of Outgoings, increased by the rate of GST (expressed as apercentage) then applicable, and Item 15 will be deemed to be altered to referto that Bank Guarantee; and

(e)           paysthe Landlord’s costs.

**16.****      LANDLORD’STITLE**

16.1.    **QUIET ENJOYMENT**

For so long as the Tenant pays the Base Rent and othermoneys payable under this Lease when due and performs the Tenant’s obligationsunder this Lease, then, subject to this Lease the Tenant can occupy thePremises without interruption or disturbance from the Landlord.

16.2.    **NOT PREJUDICE HEAD LEASE**

The Tenant will not do anything that will prejudice or lead to thetermination of any head lease of the Premises.

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16.3.           **PERSON OTHER THAN LANDLORD BECOMING ENTITLED TO BASERENT**

If any Person other than the Landlord becomes entitled to receive theBase Rent payable under this Lease, such Person will have the benefit of allthe Tenant’s obligations under this Lease. The Tenant, at the Landlord’sreasonable cost, will enter into any agreement with such other Person as theLandlord reasonably requires.

**17.****                  TENANT’S DEFAULT**

17.1              **LANDLORD CAN REMEDY DEFAULTS**

If the Tenant fails to pay any monies required to be paid under thisLease to any Person other than the Landlord or fails to perform the Tenant’sobligations under this Lease, the Landlord can, as the Tenant’s agent, makesuch payment or perform such obligation. The Tenant will pay on demand allcosts incurred by the Landlord in doing so.

17.2.           **SEPARATESUITS**

The Landlord can sue the Tenant for any monies including, but notlimited to, Base Rent owing to the Landlord under this Lease.

17.3.           **RE-ENTRYON DEFAULT AND FORFEITURE**

The Tenant will be in default under this Lease and the Landlord canre-enter and re-possess the Premises if:

17.3.1                Base Rent isunpaid for 14 days after the due date;

17.3.2                any other moniesare unpaid for 14 days after the due dates;

17.3.3                repairs requiredby any notice are not completed within the time required by such notice;

17.3.4                the Tenant failsto perform any other of the Tenant’s obligations under this Lease for 14 daysafter the Landlord gives the Tenant written notice of the Tenant’s default;

17.3.5                where the Tenantis a natural person, the Tenant assigns the Tenant’s estate or enters into adeed of arrangement for the benefit of creditors;

17.3.6                where the Tenantis a corporation, the Tenant goes into liquidation (except a liquidation forthe purposes of a reconstruction) or is wound up or dissolved, enters into ascheme of arrangement or composition with creditors, is placed under officialmanagement, has an administrator, a receiver or a receiver and managerappointed in relation to any of its assets or has an inspector appointed inrelation to its affairs; or

17.3.7                execution islevied against any of the Tenant’s assets.

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17.4.    **LANDLORD AS TENANT’S ATTORNEY - OMITTED**

 

17.5.           **REMOVAL OF TENANT’S GOODS**

On re-entering the Premises the Landlord is entitled to remove and sellor otherwise dispose of the Tenant’s Goods (including by sale) and to retainthe proceeds of any such sale to apply to Base Rent and any other monies owing under this Lease. The Tenant agrees that theLandlord in so doing will not be liable for trespass, conversion orotherwise and indemnifies the Landlord accordingly.

17.6.           **ESSENTIAL TERMS AND DAMAGES**

17.6.1                The following are essential terms of this Lease:

(a)                                  thatthe Tenant pay the Base Rent and any other moneys payable by the Tenant underthis Lease no later than 14 days after their due dates;

(b)                                 Clause6.1;

(c)                                  Clause15.1; and

(d)                                 Clause15.2.

17.6.2                The Tenant willcompensate the Landlord for any loss or damage suffered by the Landlord becauseof the Tenant’s breach of an essential term of this Lease.

17.6.3                The Landlord canrecover damages from the Tenant for any loss or damage suffered by the Landlordbecause of the repudiation or breach of this Lease during the entire Term,including both before and after any of the following:

(a)                                  theTenant vacating the Premises;

(b)                                 theLandlord re-entering the Premises or terminating this Lease;

(c)                                  theLandlord accepting the Tenant’s repudiation of this Lease; or

(d)                                 thisLease being surrendered by operation of law because of the Tenant’s and theLandlord’s conduct.

**18.****                  GUARANTEE**

18.1.           **GUARANTEE**

18.1.1                In considerationof the Landlord granting this Lease to the Tenant at the Guarantor’s request,the Guarantor (as shown by the Guarantor signing this Lease):

(a)                                  guaranteesto the Landlord the punctual payment of all Base Rent and the Tenant’sProportion of Outgoings and the punctual observance by the Tenant of all otherterms of this Lease to be performed by the Tenant including under any OptionLease (all of which are included in the expression ‘this Lease’ where appearingin this Clause 18); and

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(b)                                 unconditionallyindemnifies the Landlord in respect of any failure by the Tenant to make anypayment or to perform any obligation under this Lease.

 

18.1.2                The Landlord andthe Guarantor agree as follows:

(a)                                  thisguarantee and indemnity is a continuing guarantee and indemnity which isabsolute and unconditional in all circumstances and is irrevocable and willremain in force until all the Tenant’s obligations under this Lease areperformed;

(b)                                 thisguarantee and indemnity will not be discharged by the payment at any time ofany monies on account or by any concession given by the Landlord to the Tenantor to the Guarantor or to any other Person or by any compounding, compromise,release, abandonment, waiver, variation, relinquishment or renewal of any ofthe Landlord’s rights against the Tenant or the Guarantor or any other Personor by the Landlord’s neglect or omission to enforce any such rights or by anyother thing whatsoever which but for this Clause might abrogate, prejudice oraffect this guarantee and indemnity or by any variation or addition to thisLease;

(c)                                  thisguarantee and indemnity is in addition to any other rights which the Landlordhas under this Lease and can be enforced against the Guarantor without theLandlord first having recourse to any other rights and without taking anyaction against the Tenant;

(d)                                 thisguarantee and indemnity will not prejudicially affect or be prejudiciallyaffected by any security held by the Landlord for any moneys owing under thisLease but such security will be collateral and the Guarantor will not asagainst the Landlord in any way claim the benefit or seek the transfer of anysecurity;

(e)                                  theGuarantor warrants that the Guarantor has full power and authority to enterinto this guarantee and indemnity and that the Guarantor’s obligations underthis guarantee and indemnity are in no way diminished, fettered or controlledby any deed or instrument including, but not limited to, any debenture trustdeed relating to securities issued or given by the Guarantor; and

(f)                                    thisguarantee and indemnity will not be affected by any assignment, subletting orparting with possession of the Premises by the Tenant but will continue in fullforce and effect.

18.2.           **LEASE TOGUARANTOR**

The Guarantor agrees withthe Landlord that if any time the Tenant goes into liquidation or becomesbankrupt and the liquidator or trustee in bankruptcy disclaims this Lease or ifthe Landlord becomes entitled to exercise any right of re-entry under thisLease and terminates this Lease or agrees to the surrender of this Lease, thenthe Landlord may require the Guarantor to accept as tenant from the Landlord aregistrable lease of the Premises for a term equal to the then unexpiredresidue of the Term, such lease to be on the same terms as this Lease and totake effect from the day after the date of the disclaimer, re-entry orsurrender provided always that within 3 Months after the date of disclaimer, re-entry or surrender the Landlord serves on theGuarantor written notice requiring the Guarantor to accept such lease.

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19.                    **GENERAL**

 

19.1.           **TENANT CONTACT**

The Tenant will give to the Landlord the home address and telephonenumber of a 24 hour contact for the Tenant

19.2.           **LANDLORD’SMANAGING AGENT**

The Landlord can give the Tenant written notice of theappointment of any Person as the Landlord’s agent. Until the Landlord gives theTenant written notice revoking any appointment such Person will be entitled toexercise all the Landlord’s rights under this Lease including, but not limitedto, receiving monies payable by the Tenant to the Landlord and giving receiptsin the Landlord’s name.

19.3.           **NOTICES**

19.3.1                Any notice ordocument to be given by the Landlord under this Lease will be validly signed ifsigned by any managing agent, manager of properties, director, secretary,attorney or solicitor of the Landlord or by any Person nominated by theLandlord.

19.3.2                Any notice ordocument to be given under this Lease can be given:

(a)                                  inany manner authorised by Section 170 of the *ConveyancingAct 1919*;

(b)                                 bybeing left at or posted to:

(i)                                     anaddress shown in this Lease;

(ii)                                  inthe case of a corporation, at its registered office;

(iii)                               inthe case of the Tenant, at the Premises; or

(c)                                  byfacsimile transmission.

19.3.3                A notice ordocument will be regarded as being received:

(a)                                  inthe case of posting, 2 Business Days after it is placed in the post; or

(b)                                 inthe case of facsimile transmission, the first Business Day after the wholenotice or document has been transmitted from the sending machine and atransmission report has been produced by the sending machine.

19.4.           **LANDLORD’SAND OWNER’S CORPORATIONS CONSENTS AND COSTS**

19.4.1                Unless provided tothe contrary in this Lease where the Landlord is required to exercise adiscretion, the Landlord will exercise its discretion reasonably.

19.4.2                Unless provided tothe contrary in this Lease where the Tenant is to pay the Landlord’s costs, theLandlord will be reasonable in incurring costs.

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19.5.           **RELATIONSHIP BETWEEN PARTIES**

 

Nothing in this Lease creates the relationship of partnership,principal and agent or joint venture betweenthe parties to this Lease. The only relationship between the parties to thisLease is that of landlord, tenant and guarantor (if any) on the terms ofthis Lease.

19.6.           **MINIMISE DISRUPTION**

19.6.1                In exercising theLandlord’s rights to enter the Premises or to do works the Landlord and theLandlord’s employees, agents and contractors will be entitled to enter thePremises.

19.6.2                In exercising theLandlord’s rights to enter the Premises the Landlord will:

(a)                                  useall reasonable endeavours to ensure that as little disruption as is practicalis caused to the Tenant’s use of the Premises; and

(b)                                 ensurethe Tenant’s entitlement to quiet enjoyment of the Premises is not breached.

19.7.           **INTERPRETATION**

19.7.1                No waiver byeither the Landlord or the Tenant of any right under this Lease will be awaiver of any other right.

19.7.2                No action taken byeither the Landlord or the Tenant under this Lease will limit their otherrights and remedies.

19.7.3                Termination ofthis Lease will not affect the rights of either the Landlord or the Tenantaccrued before termination.

**20.****                  SPECIALPROVISIONS**

20.1.           **BANK GUARANTEE**

20.1.1                If an amountappears in Item 15, Clauses 20.1.2 to 20.1.6 apply.

20.1.2                On or before theearlier of the Commencing Date or the date that the Tenant first occupies thePremises the Tenant will deliver the Bank Guarantee to the Landlord.

20.1.3                If for any reasonthe Bank Guarantee held by the Landlord is for less than the amount required inItem 15, the Tenant will within 10 Business Days of written notice from theLandlord provide to the Landlord additional security by way of Bank Guaranteefor such amount as is necessary to ensure that the Landlord holds a BankGuarantee for not less than the amount required under Item 15.

20.1.4                The Landlord isentitled to claim under the Bank Guarantee an amount equal to any moneys duebut unpaid by the Tenant to the Landlord under this Lease.

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20.1.5                The Landlord willdeliver the Bank Guarantee (or so much of the Bank Guarantee as is then held bythe Landlord) to the Tenant within a reasonable time after the last of:

 

(a)                                  theTerminating Date of this Lease or, if applicable, the Terminating Date of theOption Lease (whichever is the later);

(b)                                 theexpiry date of any holding over under this Lease or, if applicable, under theOption Lease (whichever is the later); and

(c)                                  thedate that the Landlord is satisfied that the Tenant has complied with all theTenant’s obligations under this Lease or, if applicable, the date that theTenant has complied with all the Tenant’s obligations under the Option Lease(whichever is the later).

20.1.6                If the identity ofthe Landlord changes the Tenant will do all things necessary at the Landlord’scost to ensure a replacement Bank Guarantee issues in favour of the thenLandlord no later than 14 days after written request from the Landlord.

20.2.           **SECURITYDEPOSIT**

20.2.1                If an amountappears in Item 16, Clauses 20.2.2 to 20.2.6 apply.

20.2.2                On or before theearlier of the Commencing Date and the date that the Tenant first occupies thePremises the Tenant will deliver the Security Deposit to the Landlord.

20.2.3                If for any reasonthe Security Deposit held by the Landlord is for less than the amount requiredin Item 16, the Tenant will within 10 Business Days of written notice from theLandlord provide to the Landlord additional security by way of Security Depositfor such amount as is necessary to ensure that the Landlord holds a SecurityDeposit for not less than the amount required under Item 16.

20.2.4                The Landlord isentitled to deduct from the Security Deposit an amount equal to any monies duebut unpaid by the Tenant to the Landlord under this Lease.

20.2.5                The SecurityDeposit may at the Landlord’s discretion be held by the Landlord in an interestbearing account. Any interest earned will be added to the Security Deposit andany fees and charges will be deducted from the Security Deposit.

20.2.6                The SecurityDeposit (or so much of the Security Deposit as is then held by the Landlord)will be returned to the Tenant on the last of:

(a)                                  theTerminating Date of this Lease or, if applicable, the Terminating Date of theOption Lease (whichever is the later);

(b)                                 theexpiry date of any holding over under this Lease or, if applicable, under theOption Lease (whichever is the later); and

(c)                                  thedate that the Tenant complies with all the Tenant’s obligations under thisLease or, if applicable, the date that the Tenant complies with all the Tenant’sobligations under the Option Lease (whichever is the later).

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20.3.           **INCENTIVEALLOWED**

 

20.3.1                Despite Clauses3.1 and 3.5.1 the Tenant is entitled to a period of 6 Months free of Base Rent(the ‘Base Rent Free Period’) commencing on the Commencing Date.

20.3.2                NotwithstandingClause 20.3.1 the Tenant may, by notice in writing given to the Landlord nolater than 14 days after the Commencing Date (time to be of the essence) notifythe Landlord that the Tenant:

(a)                                  doesnot wish to receive the benefit of the Base Rent Free Period and in that event:

(i)                                     theTenant will be obliged to commence payment of the Base Rent on and from theCommencing Date in accordance with Clause 3.5.1 of this Lease;

(ii)                                  Clause20.3.1 will no longer apply; and

(iii)                               theLandlord will pay to the Tenant the amount in Item 19A by way of contributiontowards the cost of the Tenant’s Fitout Works (the ‘Landlord’s Contribution’)in accordance with Clause 20.3.3; or

(b)                                 wantsto receive the benefit of part only of the Base Rent Free Period and nominatingthe part of the Base Rent Free Period which applies, and in that event:

(i)                                     notwithstandingClause 20.3.1, the Tenant will be obliged to commence payment of the Base Renton and from the day after expiry of that part of the Base Rent Free Periodnominated to apply in the Tenant’s notice; and

(ii)                                  theLandlord will pay to the Tenant the Landlord’s Contribution towards the cost ofthe Tenant’s Fitout Works in accordance with Clause 20.3.3, calculated asfollows:

A = I - R

Where:

A                                      isthe amount to be paid by the Landlord;

I                                            isthe amount specified in Item 19A; and

R                                        isthe amount of Base Rent which would have been payable during the Base Rent Free Period nominated in the Tenant’sNotice given under this Clause 20.3.2(b).

20.3.3                If the Tenantgives a notice in accordance with Clause 20.3.2(a) or Clause 20.3.2(b) theLandlord will pay amounts not exceeding the Landlord’s Contribution (or partdetermined pursuant to Clause 20.3.2(b)) to the Tenant’s contractor responsiblefor conduct of the Tenant’s Fitout Works after the last of:

(a)                                  completionof the Tenant’s Fitout Works to the Landlord’s satisfaction; and

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(b)                                 deliveryto the Landlord of tax invoices addressed to the Landlord from the Tenant’scontractor responsible for the Tenant’s Fitout Works.

 

20.3.4                If the taxinvoices received by the Landlord pursuant to Clause 20.3.3(b) are for anamount which exceeds the Landlord’s Contribution (or the part determinedpursuant to Clause 20.3.2(b)) the Landlord will not be obliged to pay an amountwhich exceeds the Landlord’s Contribution or the part determined by Clause20.3.2(b).

20.3.5                This Clause 20.3and Item 17 and Item 19 will not appear in the Option Lease.

20.4.           **INCENTIVEREIMBURSEMENT**

20.4.1                The Landlord andthe Tenant agree that if this Lease is terminated before the Terminating Datebecause of the Tenant’s default, the Tenant will pay to the Landlord an amountequal to the Incentive as calculated under Clause 20.4.2. The Tenant agreesthat the amount calculated under Clause 20.4.2 is a genuine pre-estimate of theLandlord’s loss arising from early termination in relation to payment of theIncentive.

20.4.2                The amount payableunder Clause 20.4.1 will be determined in accordance with the followingformula:
|        | A = I x R |   |
|--------|-----------|--------|
|   |      | W      |   |
|        |           |        |  |

 

where:

A                                      isthe amount to be paid under Clause 20.4.1;

I                                            isthe amount of the Incentive paid or allowed to the Tenant as specified in Item19 together with any GST paid or payable by the Landlord on that amount;

R                                        isthe number of whole Months of the Term that have yet to expire as at the datethat this Lease is terminated; and

W                                   isthe number of whole Months of the Term.

20.4.3                This Clause 20.4will not appear in the Option Lease.

20.5.           **RELOCATION**

20.5.1                The Tenant will beentitled to notify the Landlord at any time during the Term that the Tenantrequires for the purposes of its business, additional leased space.

20.5.2                If the Landlordreceives a notice under Clause 20.5.1 and if the Tenant is not in breach ofthis Lease:

(a)                                  theLandlord will use reasonable endeavours to find Alternate Premises in alocation suitable to the Tenant;

(b)                                 ifthe Tenant enters into a lease of the Alternate Premises the Landlord willagree to the Tenant surrendering this Lease on the day before the lease of theAlternate Premises commences;

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(c)                                  theterm of the lease of the Alternate Premises will be not less than 5 years;

 

(d)                                 theinitial rent for the Alternate Premises must be no less than the then payableBase Rent for the Premises;

(e)                                  thelease of the Alternate Premises will be substantially on the same terms as thisLease, including this Clause 20.5, other than Clauses 20.3, 20.4, 20.6, 20.7,20.8, 20.9 and 20.10;

(f)                                    theTenant will sign such forms of surrender as the Landlord may require to enablethis Lease to be surrendered on the day before the lease of the AlternatePremises commences; and

(g)                                 theTenant will, prior to the date of surrender of this Lease, comply with all theTenant’s obligations under this Lease, including but not limited to Clauses10.5 and 10.6.

20.5.3                Neither party willseek any compensation or make any objection to the termination of this Lease.

20.6.           **ADDITIONAL COSTS PROVISION**

20.6.1                Despite any otherprovision of this Lease the Tenant will only be required to reimburse theLandlord for that portion of the Landlord’s costs of grant of this Lease(including all costs of the preparation and negotiation of this Lease) to theextent the Landlord’s costs (exclusive of GST anddisbursements) exceed $5,000. The Landlord will provide evidence of the timespent by the Landlord’s solicitors and the hourly rates involved ifrequired by the Tenant.

20.7.           **LANDLORD’S WORKS**

20.7.1                The Landlord willpromptly after the Commencing Date install the Landlord’s Power Facilities inorder to increase the existing conduit, cabling and external switchboards ofthe Premises to enable a future supply of a higher capacity of power of 1200Amps per phase. The Tenant will allow the Landlord unrestricted access to thePremises to enable the Landlord to carry out the works. The Tenant will notinterfere with the Landlord’s works, and will comply with all reasonabledirections of the Landlord while in the vicinity of the area where the worksare being carried out.

20.7.2                The Landlord willpay the cost of installation of that part of the Landlord’s Power Facilities whichincrease the capacity of power to the Premises up to the rate of 650 Amps perphase.

20.7.3                The Landlord willnotify the Tenant of the cost of the works referred to in Clause 20.7.1. TheTenant will pay to the Landlord the amount notified pursuant to this Clause,less the amount payable by the Landlord pursuant to Clause 20.7.2, within 28days of demand by the Landlord.

20.7.4                This Clause 20.7will not appear in the Option Lease.

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20.8.           **POWERALLOCATION**

 

20.8.1                The Landlord will,pending any Power Upgrade, allocate any surplus available power from theexisting substation or kiosk to the Premises. The Tenant acknowledges that anykiosk or substation will also supply power to other occupiers of the Estate.

20.9.           **POWER UPGRADE**

20.9.1                The Tenantacknowledges that at the time the Tenant first occupied the Premises, 400 Ampsof power per phase was available to the Premises.

20.9.2                The Tenant maygive a Power Upgrade Notice during the Term.

20.9.3                The Landlord will,following receipt of the Power Upgrade Notice, apply to a relevant authority toinstall an electricity sub-station or kiosk within the Estate which willprovide to the Premises of 1200 Amps per phase.

20.9.4                The Landlord andTenant will each be entitled to seek quotes for the carrying out of the PowerUpgrade. The Landlord must act reasonably when considering any quote orcontractor proposed by the Tenant.

20.9.5                The Landlord willcarry out, or cause to be carried out, the Power Upgrade. The Landlord will usereasonable endeavours to ensure the sub-station or kiosk is installed andcommissioned as soon as practicable.

20.9.6                The kiosk orsubstation installed on the Estate pursuant to the Power Upgrade will not berequired to be removed by the Tenant on the expiry or earlier termination ofthis Lease.

20.9.7                The cost of thePower Upgrade will be paid as follows:

(a)                                  theLandlord will pay that part of the cost of the Power Upgrade which equals theLandlord’s Power Cost; and

(b)                                 theTenant will pay the balance of the cost of the Power Upgrade.

20.10.        **FUNDING OF POWER UPGRADE**

20.10.1          If the Tenant gives aPower Upgrade Notice and also requests that the Landlord makes the Landlord’sAdvance to enable the Tenant to pay for the Tenant’s portion of the PowerUpgrade then the Landlord will advance to the Tenant, by way of loan, theLandlord’s Advance to be applied by the Tenant in satisfaction of the Tenant’sportion of the cost of the Power Upgrade.

20.10.2          The Tenant will commenceto pay the Power Upgrade Rent to the Landlord in addition to the Base Rent andany other money referred to in this Lease by monthly instalments in advance inamounts notified by the Landlord to the Tenant from time to time. Theinstalments of the Power Upgrade Rent will be calculated so that all theLandlord’s Advance and interest will be paid by the Tenant to the Landlord onor before the date of expiry of the Term in which the Landlord’s Advance ismade.

20.10.3          The first payment ofPower Upgrade Rent will be made on the next date after the making of theLandlord’s Advance on which Base Rent is payable under this Lease, and afterthat, on the same day of each Month during the Term as the Base Rent ispayable.

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20.10.4     The Power Upgrade Rent willnot be subject to review under this Lease.

20.10.5     The Tenant will pay to theLandlord no later than 28 days after the happening of a Payment Event all thethen unpaid instalments of Power Upgrade Rent.

**SCHEDULE- ESTATE RULESAND REGULATIONS**

1.                         TheTenant will comply with the by-laws of Strata Plan 58386 as varied from time to time.

2.                         The Tenant will not obstruct or interfere with theAccessories, the Fire Equipment or the Landlord’s Airconditioning Equipment.

3.                         The Tenant will only use for moving goods of bulkor quantity such parts of the Premises and the Common Areas and at such times as the Landlord from time to timedirects. The Tenant will give the Landlordnot less than 48 hours prior written notice that the Tenant intends to movegoods of bulk or quantity.

4.                         The Tenant will not allow any article whatsoeverto fall from the Premises or the Common Areas and will not place anyarticle on any ledge or other like part of the Premises or the Common Areas.

5.                           The Tenant will keep clean and free from rubbish such parts of the CommonAreas or of any public footpath that immediately adjoin the Premises.

6.                         The Tenant will endeavour to keep the Premises andany property in the Premises safe from theft and will keep the Premisessecure when the Premises are not in use.

7.                           The Tenant will not allow any keys or other meansof access to the Premises to come into possession of any other Person and on the expiry or earliertermination of this Lease will deliver all keys or other means of access to the Premises to the Landlord.The Tenant will promptly advise the Landlord of any keys or other means ofaccess to the Premises that are lost or destroyed or otherwise no longer in the Tenant’scontrol.

8.                         Norubbish or waste will at any time be burned on the Premises or the CommonAreas.

9.                         All blinds, awnings, window ventilators and othersimilar fittings installed by the Tenant with the Landlord’s consent visible from outside thePremises will conform to the Landlord’s requirements as to design, quality and appearance.

10.                  The toilets and other waste apparatus used by theTenant will not be used for any purpose other than for which they were constructed and no unsuitablesubstances will be thrown in the toilets or other waste apparatus. Any damage resulting to the toilets orwaste apparatus from misuse by the Tenant will be made good by the Tenant.

11.                     No part of the Common Areas can be used by theTenant for parking vehicles except for pick-up or delivery of goods or Persons in the ordinarycourse of the Tenant’s business or unless expressly permitted by this Lease.

12.                     The Premises will not remain open for businessduring any times prohibited by law for that class of Premises or for thebusiness carried on in the Premises.

13.                     The Tenant willnot bring onto the Estate any vehicleor trolley which does not have rubber tyres.

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14.                     Where theLandlord at the Tenant’s request provides the Tenant with identification on anysign installed by the Landlord near an entranceto the Estate the Tenant will pay the Landlord’s costs of providing such identification on demand.

15.                     The Tenant will not allow smokingin the Premises or, so far as it is within the Tenant’s control, the Common Areas.

16.                     TheTenant will comply with the Landlord’sprocedures for Estate security.

 
| I certify that the person(s) signing opposite, with  whom I am personally acquainted or as to whose identity I am otherwise  satisfied, signed this instrument in my presence.                                              |   | Certified correct for the purposes of the Real  Property Act 1900 by the person(s) named below who signed this instrument  pursuant to the power of attorney specified. |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   |   |   |   |
| Signature of witness:                                                                                                                                                                                                       |   | /s/ Ranee George                                                                                                                                                        |   | Signature of attorney: |   | /s/ Tim Roger Lewis |
|                                                                                                                                                                                                                        |   | Ranee George                                                                                                                                                            |   | Attorney’s name: |   | Tim Roger Lewis |
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   |   |   |   |
| Name of witness:                                                                                                                                                                                                            |   | Ranee George                                                                                                                                                            |   | Signature of attorney: |   | /s/ Adrian Lawrence Astridge |
| Address of witness:                                                                                                                                                                                                         |   | Level 6                                                                                                                                                                 |   | Attorney’s name: |   | Adrian Lawrance Astridge |
|                                                                                                                                                                                                                        |   | 345 George St                                                                                                                                                           |   |   |   |   |
|                                                                                                                                                                                                                        |   | Sydney                                                                                                                                                                  |   |   |   |   |
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   |   |   |   |
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   | Signing on behalf of: |   | ING Management Limited |
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   | (ACN 006 065 032) |   |   |
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   | Power of attorney- Book: |   | 4454 |
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   | - No.: |   | 709 |
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   |   |   |   |
| Certified correct for the  purposes of the Real Property Act 1900 and executed on behalf of the corporation named below  by the authorised person(s) whose signature(s) appeals) below pursuant to the authority specified: |   |                                                                                                                                                                    |   |   |
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   |   |   |   |
| Corporation:                                                                                                                                                                                                                |   | Channell Pty Limited                                                                                                                                                    |   | (ABN 29 002 735 622) |   |   |
| Authority:                                                                                                                                                                                                                  |   | s 127*Corporations Act,*2001                                                                                                                                            |   |   |   |   |
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   |   |   |   |
| Signature of authorised person:                                                                                                                                                                                             |   | /s/ Nick Morganti                                                                                                                                                       |   | Signature of authorised person: |   | /s/ William H. Channell, Jr. |
|                                                                                                                                                                                                                        |   |                                                                                                                                                                    |   |   |   |   |
| Name of authorised person:                                                                                                                                                                                        |   | Nick Morganti                                                                                                                                                           |   | Name of authorised person: |   | William H. Channell, Jr. |
| Office held:                                                                                                                                                                                                                |   | Managing Director                                                                                                                                                       |   | Office held: |   | Director |

 

 

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**Contents**

 
| 1.                                     | DEFINITIONS AND INTERPRETATION                           | 6  |
|----------------------------------------|----------------------------------------------------------|----|
| 2.                                     | TERM                                                     | 12 |
| 3.                                     | BASE RENT AND OTHER PAYMENTS                             | 13 |
| 4.                                     | UTILITIES                                                | 18 |
| 5.                                     | OTHER CHARGES                                            | 19 |
| 6.                                     | TENANT’S BUSINESS                                   | 19 |
| 7.                                     | USE OF PREMISES AND CLEANING                             | 19 |
| 8.                                     | TENANT’S USE OF ESTATE                              | 21 |
| 9.                                     | LANDLORD’S MANAGEMENT AND ESTATE                    | 22 |
| 10.                                    | MAINTENANCE AND REPAIR                                   | 23 |
| 11.                                    | WORKS AND OVERLOADING                                    | 25 |
| 12.                                    | LANDLORD’S RESERVATIONS                             | 25 |
| 13.                                    | LANDLORD’S LIABILITIES AND INDEMNITIES              | 26 |
| 14.                                    | INSURANCES                                               | 28 |
| 15.                                    | ASSIGNMENT, SHARES DEALING, SUB-LETTING MORTGAGING  ETC. | 29 |
| 16.                                    | LANDLORD’S TITLE                                    | 30 |
| 17.                                    | TENANT’S DEFAULT                                    | 31 |
| 18.                                    | GUARANTEE                                                | 32 |
| 19.                                    | GENERAL                                                  | 34 |
| 20.                                    | SPECIAL PROVISIONS                                       | 35 |
| SCHEDULE- ESTATE RULES AND REGULATIONS | 41                                                       |

 

 
|            | **/s/ William H. Channell, Jr.**  |
|------------|-----------------------------------|
| ** ** | ** **                        |
| ** ** | **/s/ Nick Morganti**             |
| ** ** | ** **                        |
| ** ** | **/s/ Tim  Roger Lewis**          |
| ** ** | ** **                        |
| ** ** | **/s/  Adrian Lawrence Astridge** |

 

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