Exhibit 10.3


 




	
  Form: 07L

  Release: 2.3

  www.lands.nsw.gov.au

  	
   

  	
  LEASE

   

  New South Wales

  Real Property Act 1900

  	
   

  	
  Leave
  this space clear. Affix additional

  pages to the top left-hand corner.

  






 


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)

  	
   

  	
  FOLIO
  OF THE REGISTER

  	
   

  	
  Property leased

  FOLIO IDENTIFIER
  A/161650 and B/161650 including factory known as 244 Young Street, Waterloo,
  NSW 2017 together with 38 on-site parking spaces



  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  LODGED
  BY

  	
   

  	
  Document

  Collection

  Box



  	
  Name, Address or
  DX, Telephone, and LLPN if any

  

  

  Reference:

  	
  CODE

  

  

    L

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
   

  	
  LESSOR

  	
   

  	
  CHARVIC PTY LTD
  (ACN 003 181 093)

  



  
	
   

  	
   

  	
   

  	
   

  	
  The lessor leases to the lessee the property
  referred to above.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
   

  	
   

  	
   

  	
  Encumbrances (if applicable):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (E)

  	
   

  	
  LESSEE

  	
   

  	
  OPTIUM AUSTRALIA PTY LIMITED (ACN 098 184
  582)

  



  
	
  (F)

  	
   

  	
   

  	
   

  	
  TENANCY:

  



 


(G)   1.     TERM       Three (3) years


 


        2.     COMMENCING DATE       7 December 2007


 


        3.     TERMINATING DATE       6
December 2010


 


        4.     With
an OPTION TO RENEW for a period of three (3) years
set out in clause 17 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


 


        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. N.A.


 


        9.     The RENT is set out in item No. 1 of the Reference Schedule


 


	
  ALL
  HANDWRITING MUST BE IN BLOCK CAPITALS.

  	
  DEPARTMENT OF LANDS

  
	
  0709

  	
  LAND AND PROPERTY INFORMATION DIVISION

  



 


1

















 


	
   

  	
   

  	
  DATE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (H)

  	
   

  	
  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) appear(s) below 

  pursuant to the authority specified.

  
	
   

  	
   

  	
  Corporation:

  	
   

  	
   

  
	
   

  	
   

  	
  Authority:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SEE ANNEX “A”

  
	
   

  	
   

  	
  Signature of
  authorised person:

  	
   

  	
  Signature of
  authorised person:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of
  authorised person:

  	
   

  	
  Name of
  authorised person:

  
	
   

  	
   

  	
  Office held:

  	
   

  	
  Office held:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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) appear(s) below 

  pursuant to the authority specified.

  
	
   

  	
   

  	
  Corporation:

  	
   

  	
   

  
	
   

  	
   

  	
  Authority:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SEE ANNEX “A”

  
	
   

  	
   

  	
  Signature of
  authorised person:

  	
   

  	
  Signature of
  authorised person:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of
  authorised person:

  	
   

  	
  Name of
  authorised person:

  
	
   

  	
   

  	
  Office held:

  	
   

  	
  Office held:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (I)

  	
   

  	
  STATUTORY
  DECLARATION *

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  I       

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  solemnly and
  sincerely declare that—

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.  The time for the exercise of option
  to       in expired lease
  No.       has ended; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.  The lessee under that lease has not
  exercised the option.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  I make this
  solemn declaration conscientiously believing the same to be true and by
  virtue of the provisions of the Oaths Act 1900 and I certify this application
  correct for the purposes of the 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]

  
	
   

  	
   

  	
   

  	
   

  	
  o   Justice of the Peace

  
	
   

  	
   

  	
   

  	
   

  	
  o   Practising Solicitor

  
	
   

  	
   

  	
   

  	
   

  	
  o   Other qualified
  witness [specify]

  
									







*  As the
Department of Lands may not be able to provide the services of a justice of the
peace or other qualified witness, the statutory declaration should be signed
and witnessed prior to lodgment of the form at Land and Property Information
Division.


 


2






 












 


THIS IS ANNEXURE “A” TO THE LEASE BETWEEN 

CHARVIC PTY LTD AS LESSOR AND 

OPTIUM AUSTRALIA PTY LIMITED AS LESSEE 

OF PROPERTY KNOWN AS 244 YOUNG STREET, 
WATERLOO NSW 2017


 


INDEX


 


	
  REFERENCE
  SCHEDULE  

  	
  7

  
	
   

  
	
  1.

  	
  DEFINITIONS &
  INTERPRETATION  

  	
  8

  
	
   

  	
   

  	
   

  
	
  1.1.

  	
  Definition  

  	
  8

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Interpretation  

  	
  10

  
	
   

  	
   

  	
   

  
	
  1.3

  	
  Exclusion of Implied
  Covenants and Powers  

  	
  11

  
	
   

  	
   

  	
   

  
	
  2.

  	
  RENT
  AND OUTGOINGS  

  	
  11

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Rent Payment

  	
  11

  
	
   

  	
   

  	
   

  
	
  2.2.

  	
  Rent Review

  	
  11

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Lessor’s Estimate of
  Outgoings 

  	
  13

  
	
   

  	
   

  	
   

  
	
  2.4

  	
  Outgoings Payment
  and Adjustments

  	
  13

  
	
   

  	
   

  	
   

  
	
  2.5. 

  	
  GST  

  	
  14

  
	
   

  	
   

  	
   

  
	
  3. 

  	
  TERMINATION
  OR ABATEMENT ON DAMAGE  

  	
  15

  
	
   

  	
   

  	
   

  
	
  3.1  

  	
  Lessor’s Notice to
  Rebuild or Terminate

  	
  15

  
	
   

  	
   

  	
   

  
	
  3.2 

  	
  Lessee’s Notice to
  Terminate

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.3 

  	
  Termination
  following Failure to Rebuild  

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.4   

  	
  Continued Operation
  during Rebuilding

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.5 

  	
  Abatement of
  Rent  

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.6 

  	
  No Requirement to
  Rebuild  

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.7 

  	
  Disputes  

  	
  16

  
	
   

  	
   

  	
   

  
	
  4. 

  	
  RESUMPTION
  

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Resumption  

  	
  17

  
	
   

  	
   

  	
   

  
	
  5. 

  	
  USE
  OF PREMISES  

  	
  17

  
	
   

  	
   

  	
   

  
	
  5.1 

  	
  Permitted Use  

  	
  17

  
	
   

  	
   

  	
   

  
	
  5.2 

  	
  No Noxious Use  

  	
  17

  
	
   

  	
   

  	
   

  
	
  5.3 

  	
  Use of
  Appurtenances  

  	
  17

  
	
   

  	
   

  	
   

  
	
  5.4 

  	
  Drains and
  Wastes  

  	
  17

  
	
   

  	
   

  	
   

  
	
  5.5 

  	
  Holing of Walls  

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.6 

  	
  Cleaning 
  

  	
  18

  
				



 


3

















 


	
  5.7 

  	
  Overloading of Floors  

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.8 

  	
  Installation of
  Machinery  

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.9 

  	
  Overloading of
  Electrical Equipment  

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.10

  	
  Inflammable
  Substances  

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.11 

  	
  Animals  

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.12

  	
  Special
  Services  

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.13 

  	
  Fittings and
  Fixtures  

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.14 

  	
  Glass and Signs  

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.15 

  	
  Doors, Locks and
  Windows  

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.16 

  	
  Bulbs, Tubes and
  Illuminated Signs  

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.17 

  	
  Painting of the
  Building  

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.18 

  	
  Requirements of
  Public Authorities  

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.19 

  	
  Pest Control  

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.20 

  	
  Infectious
  Illness  

  	
  20

  
	
   

  	
   

  	
   

  
	
  5.21 

  	
  Notice of
  Defects  

  	
  20

  
	
   

  	
   

  	
   

  
	
  5.22 

  	
  Exterior Signs  

  	
  20

  
	
   

  	
   

  	
   

  
	
  5.23 

  	
  Auctions  

  	
  20

  
	
   

  	
   

  	
   

  
	
  5.24  

  	
  Lessee Not to Cause
  Rent Reductions 

  	
  20

  
	
   

  	
   

  	
   

  
	
  5.25 

  	
  Car Parking Areas
  and Gardens  

  	
  20

  
	
   

  	
   

  	
   

  
	
  6. 

  	
  LESSEE’S
  WORKS  

  	
  21

  
	
   

  	
   

  	
   

  
	
  6.1
  

  	
  Lessee’s
  Works  

  	
  21

  
	
   

  	
   

  	
   

  
	
  6.2 

  	
  Lessor’s
  Approval  

  	
  21

  
	
   

  	
   

  	
   

  
	
  6.3 

  	
  Conditions  

  	
  21

  
	
   

  	
   

  	
   

  
	
  6.4 

  	
  Permits  

  	
  21

  
	
   

  	
   

  	
   

  
	
  6.5 

  	
  Lessor’s Property on
  Termination  

  	
  21

  
	
   

  	
   

  	
   

  
	
  7. 

  	
  ASSIGNMENT  

  	
  21

  
	
   

  	
   

  	
   

  
	
  7.1 

  	
  Restrictions on
  Assignments 

  	
   21

  
	
   

  	
   

  	
   

  
	
  8. 

  	
  MAINTENANCE,
  REPAIR, ALTERATIONS, ETC 

  	
  22

  
	
   

  	
   

  	
   

  
	
  8.1 

  	
  Repair of
  Building  

  	
  22

  
	
   

  	
   

  	
   

  
	
  8.2 

  	
  Specific Repairs  

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.3 

  	
  Alterations  

  	
  23

  
	
   

  	
   

  	
   

  
	
  8.4 

  	
  Partitioning 

  	
   23

  
	
   

  	
   

  	
   

  
	
  8.5 

  	
  Lessor
  May Enter the Premises  

  	
  24

  
	
   

  	
   

  	
   

  
	
  8.6 

  	
  Lessor
  May Carry out Repairs  

  	
  25

  
	
   

  	
   

  	
   

  
	
  8.7 

  	
  Lessor’s
  Reservations  

  	
  25

  
	
   

  	
   

  	
   

  
	
  8.8 

  	
  Notice to Lessee  

  	
  25

  



 


4

















 


	
  8.9 

  	
  Liens on Premises  

  	
  25

  
	
   

  	
   

  	
   

  
	
  8.10 

  	
  Environmental
  Law  

  	
  25

  
	
   

  	
   

  	
   

  
	
  9. 

  	
  AIR
  CONDITIONING AND FIRE EQUIPMENT  

  	
  26

  
	
   

  	
   

  	
   

  
	
  9.1 

  	
  Repair and Use  

  	
  26

  
	
   

  	
   

  	
   

  
	
  9.2 

  	
  No Interference with
  Equipment  

  	
  27

  
	
   

  	
   

  	
   

  
	
  9.3 

  	
  Access to
  Contractors  

  	
  27

  
	
   

  	
   

  	
   

  
	
  10.
  

  	
  ELECTRICITY
  AND OTHER SERVICES  

  	
  27

  
	
   

  	
   

  	
   

  
	
  10.1 

  	
  Lessee to
  Arrange  

  	
  27

  
	
   

  	
   

  	
   

  
	
  10.2 

  	
  Lessee to Pay
  Charges  

  	
  27

  
	
   

  	
   

  	
   

  
	
  10.3 

  	
  Supply Failure  

  	
  27

  
	
   

  	
   

  	
   

  
	
  11.
  

  	
  INSURANCE  

  	
  27

  
	
   

  	
   

  	
   

  
	
  11.1 

  	
  Lessee to Effect
  Insurance  

  	
  27

  
	
   

  	
   

  	
   

  
	
  11.2 

  	
  General Insurance
  Provisions  

  	
  27

  
	
   

  	
   

  	
   

  
	
  11.3 

  	
  Heating and
  Energy  

  	
  28

  
	
   

  	
   

  	
   

  
	
  11.4 

  	
  Insurance not to be
  Avoided  

  	
  28

  
	
   

  	
   

  	
   

  
	
  11.5 

  	
  Fire
  Regulations  

  	
  28

  
	
   

  	
   

  	
   

  
	
  11.6 

  	
  Payment of
  Additional Premiums  

  	
  28

  
	
   

  	
   

  	
   

  
	
  11.7 

  	
  Lessor as
  Attorney  

  	
  28

  
	
   

  	
   

  	
   

  
	
  12.
  

  	
  INDEMNITIES  

  	
  28

  
	
   

  	
   

  	
   

  
	
  13.
  

  	
  COVENANTS
  BY THE LESSOR (QUIET ENJOYMENT, REMOVAL OF LESSEE’S FIXTURES)  

  	
  29

  
	
   

  	
   

  	
   

  
	
  13.1 

  	
  Quiet Enjoyment  

  	
  29

  
	
   

  	
   

  	
   

  
	
  13.2 

  	
  Removal of Lessee’s
  Fixtures  

  	
  30

  
	
   

  	
   

  	
   

  
	
  13.3 

  	
  Maintenance of
  Building and Services  

  	
  30

  
	
   

  	
   

  	
   

  
	
  14.
  

  	
  DEFAULT
  AND TERMINATION  

  	
  30

  
	
   

  	
   

  	
   

  
	
  14.1 

  	
  Events of
  Default  

  	
  30

  
	
   

  	
   

  	
   

  
	
  14.2 

  	
  Lessor may pay in
  Default  

  	
  31

  
	
   

  	
   

  	
   

  
	
  14.3 

  	
  Interest on overdue
  Moneys  

  	
  31

  
	
   

  	
   

  	
   

  
	
  14.4 

  	
  Yielding up  

  	
  31

  
	
   

  	
   

  	
   

  
	
  14.5 

  	
  Removal of Lessee’s
  Fixtures  

  	
  32

  
	
   

  	
   

  	
   

  
	
  14.6  

  	
  Lessee’s Fixtures
  Not Removed 

  	
  32

  
	
   

  	
   

  	
   

  
	
  15.
  

  	
  BREACH
  OF ESSENTIAL TERM 

  	
  32

  
	
   

  	
   

  	
   

  
	
  15.1 

  	
  Essential Terms  

  	
  32

  
	
   

  	
   

  	
   

  
	
  15.2 

  	
  Compensation for
  Breach  

  	
  33

  
	
   

  	
   

  	
   

  
	
  15.3 

  	
  Acknowledgement by Lessee  

  	
  33

  



 


5

















 


	
  15.4 

  	
  Lessee’s Right to
  Damages  

  	
  33

  
	
   

  	
   

  	
   

  
	
  15.5 

  	
  Lessor to Mitigate
  Loss  

  	
  33

  
	
   

  	
   

  	
   

  
	
  15.6 

  	
  Calculation of
  Damages  

  	
  34

  
	
   

  	
   

  	
   

  
	
  16.
  

  	
  APPOINTMENT
  OF ATTORNEY  

  	
  34

  
	
   

  	
   

  	
   

  
	
  16.1 

  	
  Attorney  

  	
  34

  
	
   

  	
   

  	
   

  
	
  17.
  

  	
  OPTION
  FOR RENEWAL  

  	
  34

  
	
   

  	
   

  	
   

  
	
  17.1 

  	
  Grant of Option  

  	
  34

  
	
   

  	
   

  	
   

  
	
  17.2  

  	
  Total Lease Term 

  	
  35

  
	
   

  	
   

  	
   

  
	
  17.3 

  	
  Rent Payable during
  Renewed Lease Term  

  	
  35

  
	
   

  	
   

  	
   

  
	
  18.
  

  	
  HOLDING
  OVER 

  	
  35

  
	
   

  	
   

  	
   

  
	
  18.1 

  	
  Lessee remaining in
  possession  

  	
  35

  
	
   

  	
   

  	
   

  
	
  18.2 

  	
  Rent Payable during
  Renewed Lease Term  

  	
  35

  
	
   

  	
   

  	
   

  
	
  18.3 

  	
  Increase in
  Rent  

  	
  35

  
	
   

  	
   

  	
   

  
	
  19.
  

  	
  GENERAL  

  	
  35

  
	
   

  	
   

  	
   

  
	
  19.1 

  	
  Waiver of
  Breach  

  	
  35

  
	
   

  	
   

  	
   

  
	
  19.2 

  	
  Notices  

  	
  36

  
	
   

  	
   

  	
   

  
	
  19.3 

  	
  Stamp Duty and
  Costs  

  	
  36

  
	
   

  	
   

  	
   

  
	
  19.4 

  	
  For Sale/Lease
  Signs  

  	
  36

  
	
   

  	
   

  	
   

  
	
  19.5 

  	
  No Partnership  

  	
  36

  
	
   

  	
   

  	
   

  
	
  19.6 

  	
  Lessor’s
  Covenant  

  	
  37

  
	
   

  	
   

  	
   

  
	
  19.7 

  	
  Whole Agreement  

  	
  37

  
	
   

  	
   

  	
   

  
	
  19.8 

  	
  No Liability for
  Provision of Services  

  	
  37

  
	
   

  	
   

  	
   

  
	
  19.9 

  	
  Lessee occupies at
  Sole Risk  

  	
  37

  
	
   

  	
   

  	
   

  
	
  19.10 

  	
  No Moratorium  

  	
  37

  
	
   

  	
   

  	
   

  
	
  19.11 

  	
  Additional Liability
  of Lessee  

  	
  37

  
	
   

  	
   

  	
   

  
	
  20.
  

  	
  BANK
  GUARANTEE

  	
  38

  
	
   

  	
   

  	
   

  
	
  20.1 

  	
  Provision of
  Guarantee

  	
  38

  
	
   

  	
   

  	
   

  
	
  20.2 

  	
  Increase in Deposit

  	
  38

  
	
   

  	
   

  	
   

  
	
  20.3 

  	
  Appropriation of
  Deposit

  	
  38

  
	
   

  	
   

  	
   

  
	
  20.4 

  	
  Assignment of
  Deposit

  	
  39

  
	
   

  	
   

  	
   

  
	
  21.
  

  	
  MAKE
  GOOD ON TERMINATION

  	
  39

  
	
   

  	
   

  	
   

  
	
  22.
  

  	
  LEASE
  SUBJECT TO DEVELOPMENT CONSENT

  	
  40

  
	
   

  	
   

  	
   

  
	
  23. 

  	
  REMOVAL OF
  RACKING

  	
  40

  



 


6






 












 


REFERENCE SCHEDULE


 


	
  ITEM
  1.

  	
   

  	
  BASE
  RENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $426,580 per annum
  plus GST payable in advance by instalments of $35,548.34 plus GST on the
  first day of each calendar month commencing on 1 April 2008.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ITEM
  2.

  	
   

  	
  PERCENTAGE
  OF ANNUAL OUTGOINGS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  100% of Outgoings.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ITEM
  3(a)

  	
   

  	
  MARKET
  REVIEW DATES:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Upon exercise of the
  Option.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ITEM
  3(b)

  	
   

  	
  PERCENTAGE
  INCREASE REVIEW DATES:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Annually on the
  anniversary of the Commencement Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ITEM
  4.

  	
   

  	
  PERMITTED
  USE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Commercial Offices,
  research rooms, warehouse, clean room and manufacturing of optical
  components.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ITEM
  5.

  	
   

  	
  OPTION
  FOR RENEWAL:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Three (3) years
  commencing 1 December 2010.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ITEM
  6.

  	
   

  	
  BANK
  GUARANTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Six (6) months’
  gross rent plus GST, initially being $293,173,20.

  



 


 


7

















 


1.             DEFINITIONS &
INTERPRETATION


 


1.1.         Definition


 


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


 


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


 


(c)           “Authorisation”
means:


 


(i)                                     any consent, authorisation, registration,
agreement, relevant certificate, permission, licence, approval, authority or
exemption from, by or with an Authority; or


 


(ii)                                  any entitlement arising from the
incapacity of a relevant Authority to prohibit or restrict anything in whole or
in part because of the expiry of time within which it could legally intervene
to do so.


 


(d)                                 “Authority” includes any public,
governmental, semi-governmental, city, municipal, health, licensing or any
other authority having jurisdiction or authority in respect of the Premises or
the use of the Premises or the Permitted Use.


 


(e)                                  “Building” means the building erected upon
the Land and all substitutions, alterations or modifications to the building
and includes the Land upon which such Building is erected.


 


(f)            “Claim”
includes all actions, claims, demands, notices, losses, damages, compensation,
costs and expenses.


 


(g)           “Commencing
Date” means the date described on the front page of this Lease
for the commencement of the Term.


 


(h)                                 “Environmental Law” means a law, ordinance,
regulation or the like which relates to an aspect of the environment or health.


 


(i)                                     “Fire Equipment” includes all stop-cocks,
hydrants, alarms, fire sprinkler systems or other fire detection and prevention
equipment in the Building.


 


(j)            “Land”
means the land described in the Certificate of Title referred to on the front page of
this Lease.


 


(k)                                  “Lessee” means and includes the Lessee,
its successors and permitted assigns and where not repugnant to the context the
invitees, contractors, servants, employees and agents of the Lessee.


 


(l)            “Market
Review Date” means the dates nominated in Item 3(a) of the
Reference Schedule.


 


 


8

















 


(m)          “Outgoings”
means the following in respect of the Premises:


 


(i)                                     all rates (including council and water
rates), and taxes (including land tax) on a single holding basis, and
impositions payable to any Authority in relation to the Land, the Building and
the Premises;


 


(ii)                                  all rates and charges payable to any
Authority in relation to any of the supply of water, sewerage and the removal
of waste and other garbage from the Premises;


 


(iii)          all
charges for gas, electricity, telephone and public utilities servicing the
Premises;


 


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


 


(n)           “Percentage
Increase Review Date” means the dates nominated in Item 3(b) of the
Reference Schedule.


 


(o)           “Permitted
Use” means the use outlined in Item 4 of the Reference Schedule.


 


(p)                                 “Premises” means the premises described on
the front page of this Lease together with any modifications, extensions
and alterations thereto from time to time and including the Lessor’s fixtures
and fittings in the Building and includes all leasehold improvements made by
the Lessee, including the Airconditioning Equipment replaced by the Lessee, the
kitchen and bathrooms constructed by the Lessee with the Lessor’s consent.


 


(q)           “Reference
Schedule” means the reference schedule at the front of this Lease.


 


(r)                                    “Rent” means the rent specified in
Item 1 of the Reference Schedule as reviewed on the Review Dates in accordance
with Clause 2.2.


 


(s)           “Review
Dates” means the dates (if any) specified in Item 3 of the
Reference Schedule.


 


(t)                                    “Services” means all services or systems
of any nature from time to time provided to the Building and/or to the Land or
available for use and includes the provision of any lighting, gas, fuel, power,
water, sewerage, drainage, loading docks, plant rooms, storage areas, the Fire
Equipment, the Air Conditioning Equipment and the fittings, fixtures,
appliances, plant and equipment utilised for any of these Services and any
services or systems from time to time utilised for access to the Building.


 


(u)                                 “Term” means the term demised to the
Lessee by this Lease and includes any holding over period with the consent of
the Lessor.


 


(v)           “Terminating
Date” means the date specified on the front page of this Lease


 


 


9

















 


 


as the date
upon which the Term of the Lease terminates.


 


1.2          Interpretation


 


(a)           Severability


 


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


 


(b)           Bodies
and Associations


 


References to any Authority, association,
society, club or body shall in the event of any such entities ceasing to exist
or being reconstituted, renamed or replaced or the powers or functions of any
of them being transferred to any other entity refer respectively to the entity
established or constituted in lieu thereof or succeeding to the similar powers
or functions.


 


(c)           Implied
Covenants


 


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


 


(d)           Plurals
and Genders


 


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


 


(e)           Contra
Proferentum


 


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


 


(f)            Headings


 


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


 


 


(g)           Statutes


 


Reference to a statute or ordinance includes all
regulations under and amendments to that statute or ordinance whether by
subsequent statute or otherwise and a statute or ordinance passed in
substitution for the statute or ordinance referred to or incorporating any of
its provisions.


 


(h)           Persons


 


A reference to person includes references to
firms, a body corporate, an association or an Authority and includes a
reference to the person’s executors, administrators, successors and permitted assigns.


 


 


10

















 


(i)            Lessee’s Agents


 


If this Lease prohibits the Lessee from doing a
thing then the Lessee must do everything necessary to ensure that the Lessee’s
sub-lessees, invitees, contractors, servants, employees and agents do not do
that thing and the Lessee may not allow or cause any person to do that thing.
If this Lease requires the Lessee to do a thing then the Lessee must do
everything necessary to ensure that the Lessee’s sub-lessees, invitees, contractors,
servants, employees and agents also do that thing.


 


1.3          Exclusion of Implied Covenants and
Powers


 


The covenants and powers implied in every lease
by virtue of Sections 84 and 85 of the Conveyancing Act 1919 (as amended) shall
not apply to or be implied in this Lease except insofar as the same or part or
parts thereof are included in the covenants hereinafter contained.


 


2.             RENT AND OUTGOINGS


 


2.1          Rent Payment


 


(a)                                  The
Lessee shall during the Term pay to the Lessor without demand from the Lessor and
without any deduction or set off the Rent in advance by regular and consecutive
monthly payments each equal to one-twelfth (1/12) of the Rent on the first day
of each month during the Term (except the first and last payments which if
necessary will be proportionate) with the first payment being payable on the
date specified in Item 1
of the Reference Schedule.


 


(b)                                 The
Rent will be reviewed at each Review Date to an amount calculated in accordance
with Clause 2.2.


 


(c)                                  The
acceptance from time to time and at any time by the Lessor of the Rent at a
figure applicable to any period prior to the relevant Review Date will not
relieve the Lessee from the liability to pay on demand the balance due in terms
of Clause 2.2.


 


(d)                                 If a
rent free period or rental incentive or payment of fitout expenses (“Incentive”) has been provided by the
Lessor to the Lessee during this lease, and if this lease is terminated as a
consequence of the Lessee’s default then the Incentive will no longer apply and
Rent will become due and payable for that proportion of the Incentive period at
the Rent rate set out in Item
1 of the Reference Schedule as relates to the period from the
date of termination due to the Lessee’s default to the Terminating Date of the
Lease.


 


2.2.         Rent Review


 


(a)                                  Market Rental Review


 


(i)                                     Ascertaining the Market Rent


 


The Lessor at any time within a period
commencing sixty (60) days prior to a Market Review Date and expiring not later
than the Market Review Date immediately following the relevant Market Review
Date will review the Rent to an amount which the Lessor considers would at the


 


 


11

















 


time of such review be the current market rent
of the Premises as between a willing lessor and a willing lessee having regard to
the Premises offered, the provision of parking facilities (if any), the terms
other than rental and all matters then relevant to the determination of such
rental but without in any way limiting the generality of the foregoing the
Lessee’s obligations (if any) to contribute to the Outgoings and subject to the
following provisions of this clause the amount so determined shall be the Rent
payable by the Lessee from the relevant Market Review Date PROVIDED THAT nothing in this clause shall
operate to reduce the Rent payable below the previous years’ annual Rent.


 


(ii)                                  Dispute of Proposed Market Rent


 


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


 


(iii)                               Determination by Valuer


 


In the event that the Lessee disputes the Lessor’s
assessment of the current market rent, such current market rent shall be
determined by a valuer of the Australian Property Institute Inc -New South
Wales Division registered so to act with more than 10 years valuing experience
and at least 5 years valuing experience of property in a similar location and
of a similar nature as that of the Premises, agreed upon by the Lessor and by
the Lessee and such appointment shall be made within twenty one (21) days of
receipt of the notice by the Lessor from the Lessee that the Lessee disputes
the Lessor’s assessment of the current market rent. The valuer’s determination
must be made within one month of his or her appointment.


 


(iv)                              Valuer if no Agreement


 


If the Lessor and the Lessee cannot agree on the
appointment of a valuer in accordance with sub-clause 2.2(a)(iii) then a valuer
appointed by the President of the Australian Property Institute Inc, New South
Wales Division registered so to act with more than ten (10) years valuing
experience and at least five (5) yearsvaluing experience of property in a
similar location and of a similar nature as that of the Premises, shall be
appointed and shall be instructed to make a determination as to Rent (including
a statement as to how the determination was reached) within on month of his
appointment and his decision shall be final and binding on the Lessor and
Lessee.


 


 


12

















 


(v)                                 Submissions to the Valuer


 


The Lessor and the Lessee may make submissions
to the valuer appointed under this clause which the valuer may or may not take
into consideration in making the determination, in the valuer’s absolute
discretion.


 


(vi)                              Valuer as an expert


 


Any valuer appointed in accordance with Clause 2.2(a) shall
be deemed to be acting as an expert and not as an arbitrator and accordingly
the provisions of the Commercial Arbitration
Act, 1984 shall not apply.


 


(vii)                           Costs


 


All costs incurred in the determination of the
Rent pursuant to this clause shall be borne in equal shares by the Lessor and
the Lessee.


 


(viii)                        Amount of Rent Payable Until Determination


 


Until the current market rent is determined, the
Lessee must pay to the Lessor the previous year’s annual Rent increased by four
percent (4%).


 


(b)                                 Percentage Increase Rental Review


 


On each Percentage Increase Review Date the Rent
shall be increased to an amount per annum equal to the amount represented by R
in the formula:


 


R = A x 104

100 




where:


 


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


 


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


 


2.3          Lessor’s Estimate of Outgoings


 


The Lessor will on and from the commencement
date of the Term, furnish to the Lessee an estimate (the “Estimate”) giving reasonable details of
the Outgoings which will payable by the Lessor for the following twelve (12)
month period of the Lease and the Lessee will pay, within thirty (30) days of
the receipt of such Estimate from the Lessor, the amount due on a monthly
basis, payable in advance as to one-twelfth (1/12) of the Estimate.


 


2.4          Outgoings Payment and Adjustments


 


(a)                                  The
Lessee shall pay during the Term the percentage specified in Item 2 of


 


 


13

















 


the Reference Schedule of annual Outgoings.


 


(b)                                 As
soon as practicable after 30th day of June in each year, the Lessor will
furnish to the Lessee a statement (the “Statement”)
giving reasonable details of the Outgoings paid by the Lessor for
the preceding twelve (12) month’s period. Except in the case of manifest error
notified by either party to the other within fourteen (14) days of the service
of the Statement on the Lessee, the Statement shall be conclusive evidence of
the matters  stated therein.


 


(c)                                  Within
one month after the Lessor gives the Lessee the Statement there is to be an
adjustment between the amount of Outgoings actually paid by the Lessee and the
amount actually reasonably and properly expended by the Lessor during the
previous year. 


 


(d)                                 The
Lessor covenants with the Lessee that the Lessor will pay all such Outgoings to
the appropriate authorities. 


 


(e)                                  Notwithstanding
the foregoing the following provisions shall apply to any broken period being a
period of less than one (1) complete year from the date of commencement of
the Lease to the end of the current rating year or a period from the
commencement of a rating year to the date of termination of the Lease, namely: 


 


(i)                                     in respect of any broken period occurring
at the commencement of the Lease the Lessee shall pay to the Lessor a
proportionate part only of the amount of Outgoings to be reimbursed as
aforesaid such proportion being the same proportion as the number of days from
the date of commencement of the Lease to the end of the rating year bears to
three hundred and sixty five (365) days;


 


(ii)                                  in respect of any broken period occurring
in the last year of the Term or of any extension thereof, the Lessee shall pay
to the Lessor a proportionate part only of the amount of the Outgoings to be
reimbursed as aforesaid, such proportion being the same proportion as the
number of days from the date of commencement of the rating year to the date of
termination of the Lease bears to three hundred and sixty five (365) days.


 


2.5.      GST          


 


(a)                                  GST Definitions 


 


For
the purpose of this lease: 


 


(i)                                     “GST” means GST within the meaning of
the GST Act; 


 


(ii)                                  “GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (as
amended); 


 


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


 


 


14

















 


(b)                                 Amounts otherwise payable do not include GST


 


Except where express provision is made to the
contrary, and subject to this clause, the consideration payable by any party
under this Lease represents the value of any taxable supply for which payment
is to be made.


 


(c)                                  Liability to pay any GST


 


If a party makes a taxable supply in connection
with this Lease for a consideration, which, under Clause 2.5(b), represents its value,
then the party liable to pay for the taxable supply must also pay, at the same
time and in the same manner as the value is otherwise payable, the amount of
any GST payable in respect of the taxable supply.


 


(d)                                 Penalties


 


Where a party has paid, is liable to pay or
shall become liable to pay any penalties or interest as a result of late
payment of GST where late payment is as a result of the failure of the other party
to comply with the terms of this clause, then the other party shall pay to the
party an additional amount on demand equal to the amount of those penalties and
interest for GST.


 


2.6.         Method of Payment


 


All payments made under this Lease must be made
by a direct debit from the Lessee’s bank to the Lessor’s bank account unless
otherwise notified in writing by the Lessor to the Lessee from time to time.


 


3.             TERMINATION OR ABATEMENT ON DAMAGE


 


3.1          Lessor’s Notice to Rebuild or
Terminate


 


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


 


(a)                                  The
Lessor shall have the option within thirty (30) days after such destruction or
damage by notice in writing to the Lessee either to terminate the Lease if it
is impracticable or undesirable to restore or rebuild the Building, or to
restore or rebuild the Building for a similar use and purpose whether or not
the Building is affected or not by such disabling cause, and shall within such
period give written notice of its intention to the Lessee.


 


(b)                                 If
the Lessor elects not to restore or rebuild the Premises and the Lessor
notifies the Lessee of this, then either party may by notice in writing to the
other terminate this Lease by giving not less than seven (7) days notice
in writing to the other, in which case no compensation is payable by either
party in respect of that termination but such termination shall be without
prejudice to the rights of either party in respect of any antecedent breach or
nonobservance of any covenant, condition or provision of this Lease.


 


 


15
















 


3.2                               Lessee’s Notice to
Terminate


 


In the event that the Lessor does not exercise
its option within the thirty (30) day period, then the Lessee may by notice in
writing to the Lessor terminate the Lease. No liability shall attach to the
Lessor or to the Lessee by reason of a termination pursuant to this clause but
such termination shall be without prejudice to the rights of either party in
respect of any antecedent breach or non-observance of any covenant, condition
or provision of this Lease.


 


3.3                               Termination following
Failure to Rebuild


 


In the event that the Lessor elects to restore
and rebuild the Building and has not commenced and continued the rebuilding or
restoration within a reasonable time after the event of damage or destruction,
and if the Lessee has given notice requesting such repair, then either party
may by notice in writing to the other terminate this Lease on giving not less
than seven (7) days notice in writing to the other, in which case no
compensation is payable by either party in respect of that termination but such
termination shall be without prejudice to the rights of either party in respect
of any antecedent breach or non-observance of any covenant, condition or
provision of this Lease.


 


3.4                               Continued Operation
during Rebuilding


 


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


 


3.5                               Abatement of Rent


 


Upon the happening of any such damage or
destruction, the Rent and Outgoings (or a proportionate part according to the
extent of damage sustained) for the period from the date of damage or
destruction and continuing for the period of reconstruction shall abate until
the Premises shall have been reinstated or made fit for use and occupation
provided that Rent and Outgoings shall not abate if the destruction or damage
was caused or contributed to by the Lessee or any person claiming through or
under the Lessee and the damage is not covered by insurance of the Building;
and if the damage is covered by the insurance of the Building, the Lessee shall
be liable for the amount, if any, by which the Rent and Outgoings are greater
than the compensation provided under the policies of insurance;


 


3.6                               No Requirement to
Rebuild


 


Nothing in this part imposes any liability upon
the Lessor to rebuild all or part of the Premises or the Building.


 


3.7                               Disputes


 


In the event of any dispute arising out of this
Clause, the same shall be referred to a valuer of the Australian Property
Institute Inc - New South Wales Division registered so to act with more than 10
years valuing experience and at least 5 years valuing experience of property in
a similar location and of a similar nature as that of the Premises, agreed upon
by the Lessor and by the Lessee (but in the absence of any agreement by the
President of that organisation, who must make a determination of the amount by
which the Rent is to abate and the duration of the abatement. In


 


 


16

















 


making a determination, the valuer is deemed to
be acting as an expert and not an arbitrator and the costs will be borne
equally by the parties and paid promptly.


 


4.                                      RESUMPTION


 


4.1                               Resumption


 


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


 


5.                                      USE OF PREMISES


 


5.1                               Permitted Use


 


The Lessee shall not without the prior written
consent of the Lessor, use the Premises for any purpose other than for the
Permitted Use and will not use the Premises for any purpose or purposes which
are prohibited by the zoning of the Land or which are not approved by the
relevant local government Authority or is prohibited by any statute, ordinance,
proclamation, order or regulation, present or future.


 


5.2                               No Noxious Use


 


The Lessee will not permit any noxious, immoral,
noisome, offensive or illegal act, trade, business, occupation or calling at
any time during the Term to be exercised, carried on, permitted or suffered in
the Premises and the Lessee will not permit any act, matter or thing whatsoever
at any time during the Term to be done in the Premises which shall or may cause
annoyance, nuisance, grievance, damage or disturbance to other persons and
without limiting the generality of the foregoing, will not permit or suffer the
escape of excessive pollution emissions of whatsoever nature in or from the
Premises and will in this respect comply with all directions and requirements
of the Lessor, and any responsible Authority.


 


5.3                               Use of Appurtenances


 


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


 


5.4                               Drains and Wastes


 


The Lessee shall keep and maintain the waste
pipes, drains and conduits originating in the Building and the Premises in a
clean, clear and free flowing condition.


 


 


17

















 


5.5                               Holing of Walls


 


The Lessee shall not cut, make holes in, mark,
deface, drill or damage the Appurtenances, walls, ceilings or floors of the
Building without the prior written consent of the Lessor, which consent shall
not be unreasonably withheld provided that the Lessee will reinstate any such
Appurtenances, walls ceilings or floors at the end of the Term to their
condition at the earlier of the Commencing Date or the date of first occupation
of the Premises by the Lessee.


 


5.6                               Cleaning


 


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


 


5.7                               Overloading of Floors


 


The Lessee shall observe the maximum floor
loading weights as determined by an engineer engaged by the Lessor and shall
not permit the floors of the Building to be broken, strained or damaged by
overloading.


 


5.8                               Installation of
Machinery


 


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


 


5.9                               Overloading of
Electrical Equipment


 


The Lessee shall not install any electrical
equipment in or about the Building that overloads the cables or boards or
sub-boards through which electricity is conveyed to the Building.


 


5.10                        Inflammable Substances


 


The Lessee shall not bring upon or store in the
Building any explosive or any inflammable or corrosive fluids or chemicals in
contravention of the statutory provisions or of any Authority or of any policy
of insurance relating to the Building.


 


5.11                        Animals


 


The Lessee shall not  keep any animals or birds in the Premises or
the Building.


 


5.12                        Special Services


 


The Lessee shall pay to the Lessor upon demand
any unusual costs charges and expenses incurred by the Lessor at the request of
the Lessee including those connected with any alterations, repairs or
maintenance to the Building or providing


 


 


18

















 


such additional or unusual services for the
Lessee.


 


5.13                        Fittings and Fixtures


 


The Lessee shall at its own expense fit out the
Building with the machinery, fittings and fixtures necessary for the business
of the Lessee in a safe manner and will keep them in good repair and efficient
working order and condition and on the termination of the Lease, such fixtures
not removed by the Lessee under Clause 13.2 shall at the option of the Lessor, become
the property of the Lessor.


 


5.14                        Glass and Signs


 


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


 


5.15                        Doors, Locks and Windows


 


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


 


5.16                        Bulbs, Tubes and
Illuminated Signs


 


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


 


5.17                        Painting of the Building


 


The Lessee shall at its own cost before vacating
the Premises paint in a proper and workmanlike manner those internal parts of
the Building and outside doors and signage at the main entrance of the Building
which have at any time previously been painted at least once in every period of
three (3) years and in any event during the last year of the Term of the
Lease with not less than two (2) coats of first quality paint in the
original colours thereof or in such other colours as may be nominated in
writing by the Lessor and the Lessee shall produce receipts or such other
evidence of painting in accordance with this covenant as the Lessor may
reasonably require upon demand.


 


5.18                        Requirements of Public
Authorities


 


The Lessee will insofar as it is possible for
the Lessee, promptly comply with all statutes, ordinances, proclamations,
orders and regulations present or future affecting or relating to the Premises
or its use, and with all requirements notices or orders which may be given by
any Authority, PROVIDED THAT this
covenant shall not impose on the Lessee any obligation in respect of any structural
maintenance replacement or repair except where rendered necessary by any act,
neglect, default or omission on the part of the Lessee or by the Lessee’s
particular use or occupancy of the Premises.


 


5.19                        Pest Control


 


The Lessee will take all reasonable precautions
to keep the Premises free of rodents, vermin, insects, pests, termites, birds
and animals and in the event of failing so to do will if so required by the
Lessor but at the cost of the Lessee employ


 


 


19

















 


from time to time or periodically pest
exterminators approved of by the Lessor (such approval not to be unreasonably
withheld).


 


5.20                        Infectious Illness


 


The Lessee will in the event of it becoming
aware of any infectious illness occurring in the Premises promptly notify the
Lessor and the proper Authorities and at the expense of the Lessee will
thoroughly fumigate and disinfect the Premises to the satisfaction of the
Lessor and relevant Authorities and otherwise comply with their lawful requirements
in regard to the same.


 


5.21                        Notice of Defects


 


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


 


5.22                        Exterior Signs


 


The Lessee will not without the prior approval
in writing of the Lessor (such approval not to be unreasonably withheld) erect,
display, affix or exhibit on or to the exterior or interior of the Building or
any part of the Premises any signs, lights, embellishments, advertisements, television
or wireless antenna or mast, awning or canopy, names or notices visible from
outside the Premises and shall make good all damage so caused and upon the
termination of the Lease shall remove all such signs, advertisements and
embellishments and make good any damage caused to the Premises and the
Building.


 


5.23                        Auctions


 


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


 


5.24                        Lessee Not to Cause Rent
Reductions


 


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


 


5.25                        Car Parking Areas and
Gardens


 


The Lessee will keep and maintain in a clean and
tidy condition the car parking areas and grounds and will keep mown all lawns
and keep all gardens weeded to ensure compliance with this clause.


 


 


20

















 


6.                                      LESSEE’S WORKS


 


6.1                               Lessee’s Works


 


The Lessor acknowledges that the Lessee intends
to install new airconditioning to both the ground floor and the first floor,
and to modernise the kitchen and bathroom in the Building (the “Lessee’s Works”).


 


6.2                               Lessor’s Approval


 


The Lessee may not carry out the Lessee’s Works
to the Building without the Lessor’s prior written approval.  If the Lessor gives approval, it may impose
reasonable conditions.  The Lessee must
comply with these conditions.


 


6.3                               Conditions


 


In addition to any conditions that may be
imposed by the Lessor, the Lessee must ensure that the Lessee’s Works are
done:-


 


(a)                                  by Contractors approved by the Lessor
(which may not unreasonably withhold its approval);  and


 


(b)                                 in a proper and workmanlike manner;  and


 


(c)                                  in accordance with plans, specifications
and schedules of finishes required and approved by the Lessor (which may not
unreasonably withhold its approval); and       


 


(d)                                 in accordance with all requirements of
any Authority and in accordance with the Environmental Law; and


 


(e)                                  in accordance with the Lessor’s
reasonable requirements and directions.


 


6.4                               Permits


 


The Lessee will provide the Lessor with a copy
of all building permits or other consents issued by any Authority pursuant to Clause 6.3(c).


 


6.5                               Lessor’s Property on
Termination


 


The Lessee acknowledges that the Lessee’s Works
become the property of the Lessor upon termination of this Lease.


 


7.                                      ASSIGNMENT


 


7.1                               Restrictions on Assignments


 


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


 


(a)                                  any assignment, transfer or subletting
shall be deemed not to be a breach of this clause if prior thereto:


 


 


21

















 


(i)                                     the Lessee either has not committed any
default under this Lease or has committed a default under this Lease which has
been waived or excused in writing or remedied;


 


(ii)                                  the Lessee has proved to the reasonable
satisfaction of the Lessor that the proposed assignee, transferee or sub-lessee
(the “Ingoing Lessee”) is a respectable
responsible and solvent person of sound financial standing, and is capable of
carrying on the Permitted Use on the Premises and, if required by law, has
obtained the prior written approval of the relevant Authorities to its proposed
use of the Premises;


 


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


 


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


 


(v)                                 in the case of an assignment the Lessee
has entered into a deed in the form required by the Lessor under which the
Lessee releases the Lessor from all Claims against the Lessor in respect of, or
in any way arising from, this Lease;


 


(vi)                              the Lessee has paid all fees and expenses
incurred by the Lessor in connection with the investigation of the proposed
Ingoing Lessee and all other expenses including legal fees relating to the
proposed assignment, transfer or subletting; and


 


(vii)                           there will be no change of use of the
Premises as a result of the assignment, transfer or subletting without the
prior consent of the Lessor, which consent shall not be unreasonably withheld
and subject also to the prior approval of any relevant authority.


 


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


 


8.                                      MAINTENANCE, REPAIR, ALTERATIONS, ETC.


 


8.1                               Repair of Building


 


The Lessee shall at its own cost during the
whole of the Term and for so long as the Lessee may remain in possession or
occupation of the Premises when, where and so often as need be maintain,
replace, repair and keep the whole of the Building and the Premises and
Appurtenances and Fire Equipment in good and substantial repair, working order
and condition (having regard to their condition at the Commencing Date), damage
by fair wear and tear, explosion, earthquake, aircraft, riot, civil commotion,
fire, flood, lightning, storm, tempest and fair wear and tear, Act of God and
war damage and structural repairs where not rendered necessary by the
negligence acts or omissions of the Lessee or the particular use of the
Premises


 


 


22

















 


only excepted provided that these exceptions
shall not apply if any insurance moneys are irrecoverable by the Lessor through
the neglect, default or misconduct of the Lessee and persons claiming through
the Lessee. The Lessee acknowledges that the Building was in good repair and
condition at the Commencing Date.


 


8.2                               Specific Repairs


 


The Lessee shall, without affecting the
generality of Clause
8.1, at the Lessee’s expense:


 


(a)                                  paint the Building as required by Clause 5.17 and in
addition, at the expiration of the Term, paper or otherwise appropriately treat
with materials and to standards reasonably determined by the Lessor such parts
of the Building which have or ought to have been so papered or treated;


 


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


 


(c)                                  make good any breakage, defect or damage
to the Building or the Premises, the Appurtenances, the Fire Equipment, the
Services occasioned by want of care, misuse or abuse on the part of the Lessee
and persons claiming through the Lessee or otherwise occasioned by any breach
or default by the Lessee of this Lease;


 


(d)                                 keep 
the standard carpets and floor coverings and blinds and curtains (if
any) in the Building as are supplied by the Lessor in good and tenantable
repair and condition, fair wear and tear excepted.


 


8.3                               Alterations


 


The Lessee shall not without the previous
consent in writing of the Lessor make any alterations additions or other
improvements to the Building or its Appurtenances (including the holing of
walls and redecoration or painting) unless it has obtained the necessary
permissions or consents of the relevant Authorities and delivered copies of
these and copies of all the relevant plans and specifications to the Lessor and
the Lessor has notified the Lessee in writing that it has no objection to such
alterations additions or improvements being carried out provided that:


 


(a)                                  all alterations, additions or other
improvements carried out under this clause will be at the cost and expense of
the Lessee and in a proper and workmanlike manner; and


 


(b)                                 at the request of the Lessor the Lessee
shall immediately prior to or upon the expiry or other termination of the Term
at the Lessee’s own cost and expense restore the Premises to their condition
existing prior to the carrying out of the said alterations, additions or other
improvements.


 


8.4                               Partitioning


 


(a)                                  The Lessee shall use internal partitions
within the Building only of such standard as to type, quality, colour and size
as the Lessor shall decide and which shall be installed in the Building by a
builder approved of by the Lessor under the supervision of an architect
approved by the Lessor and


 


 


23

















 


 


the Lessee covenants not to make any additions
or alterations to the partitions except according to the said standards and
supervision and with the prior approval in writing of the Lessor all such
approvals not to be unreasonably withheld.


 


(b)                                 The cost of internal partitions and their
installation within the Building including all doors, vents, glass and other
items included in or incidental to the same and the cost of all additional
lights and power outlets and switches and telephone outlets and alterations
and/or additions to the Air Conditioning Equipment and/or Fire Equipment which
may be required by law and/or by reason of the position of any such partitions
or the particular requirements of the Lessee together with all architect’s and
other consultant’s fees incurred in connection with the same shall be borne by
the Lessee.


 


(c)                                  Such partitions shall be and remain the
property of the Lessee who shall be responsible for all maintenance and insurance
thereof and if so required by the Lessor such partitions shall be removed by
the Lessee from all parts of the Building vacated by the Lessee at or prior to
the expiration of the Lease and in default thereof the Lessor may at the
expense of the Lessee remove and dispose of the same provided that any such
partitions not so removed by the Lessee by that date shall become the property
of the Lessor and all damage done to the Building by reason of such removal
shall be made good by the Lessee and if the Lessee fails so to do the Lessor
may make good all such damage at the expense of the Lessee.


 


8.5                               Lessor May Enter
the Premises


 


(a)                                  The Lessor shall have the right for
itself and all those authorised by it upon reasonable notice (except in case of
emergency when no notice shall be required) and at all reasonable times to:


 


(i)                                     enter upon and view the state of repair
of the Premises and leave in the Building a notice in writing requiring the
Lessee to carry out any repairs or maintenance which are the responsibility of
the Lessee under the Lease and the Lessee shall forthwith repair any defects in
accordance with the terms of the Lease;


 


(ii)                                  carry out any works or make any repairs,
alterations or additions to, and to enter upon all or any part of the Premises,
and to use the same for the purpose of effecting or carrying out any repairs,
alterations or additions or other work which the Lessor may consider necessary
or desirable to any part of the Building from time to time; and


 


(iii)                               enter the Premises with workmen and
others and all necessary materials and appliances for the purpose of complying
with the terms of any present or future legislation affecting the Premises or
the Building or of any notice by any Authority having jurisdiction or authority
over or in respect of the Premises or the Building in respect of the
destruction of insects, rodents or other pests or for the carrying out of any
repairs, alterations or works (including the provision of air conditioning,
sprinklers, lighting, power, telephone and other services to the Lessee and
other lessees of the Building for which purpose the Lessor may from time to
time require access to the


 


 


24

















 


service ducts, walls, floors and ceilings and
the Premises) and also for the purpose of exercising the rights and powers of
the Lessor in this Lease.


 


(b)                                 In exercising its rights under this
clause, the Lessor shall ensure that as little disturbance as is reasonably
practicable is caused to the Lessee in its use of the Premises.


 


8.6                               Lessor May Carry
out Repairs


 


In default of the Lessee repairing any defect
according to reasonable notice including such notice under Clause 5.21 and
Sub-clause 8.5(a) the
Lessor may enter the Premises and execute at all reasonable times all or any of
the required repairs as the Lessor may think fit, and in addition to the Lessor’s
other remedies, recover from the Lessee the cost of such repairs as the Lessee
ought to have effected, including all sums paid on account of any insurance,
indemnities or compensation under the Worker’s
Compensation Act.


 


8.7                               Lessor’s Reservations


 


The Lessor reserves the right upon giving
reasonable notice to the Lessee, to effect alterations, additions, renovations
and refurbishment works to the Building both externally and internally and to
any and all services in the Premises and in doing so (but without in any way
limiting the generality of the foregoing) may encroach upon parking areas,
employ or use the airspace above any part of the Building, interrupt the Services
to the Premises and alter the vehicular or pedestrian access or ways to or
within the Building and the Lessee will provide access to the Premises for this
purpose and not make any objection or Claim in respect of any such works PROVIDED ALWAYS that the Lessor shall carry
out such works in such a manner as will minimise so far as it may be
practicable any inconvenience or interruption to the business of the Lessee.


 


8.8                               Notice to Lessee


 


The Lessor must give at least two (2) months
prior written notice to the Lessee of any alterations or refurbishment of the
Building or the Premises which is likely to adversely affect the business of
the Lessee unless the alteration or refurbishment is necessitated by an
emergency.


 


8.9                               Liens on Premises


 


The Lessee shall pay or cause to be paid all
costs of any work done by the Lessee or caused to be done by the Lessee on the
Premises, and the Lessee will keep the Premises clear of all liens on account
of work done for the Lessee or persons claiming under the Lessee. The Lessee
agrees to and shall indemnify, defend and keep the Lessor free and harmless
against any Claim, costs (including solicitor’s costs) and all other expenses
in the absence of any negligence on the part of the Lessor, on account of
Claims of lien of labourers or material for any work performed or materials or
supplies furnished for the Lessee or persons claiming under the Lessee.


 


8.10                        Environmental Law


 


The Lessee shall:


 


 


 


25
















 


(a)                                  subject
to any pollution and any environmental hazard or contamination existing prior
to the earlier of the date of first occupation by the Lessee and the Commencing
Date, maintain the Premises free from pollution and any environmental hazard or
contamination;


 


(b)                                 maintain
procedures which, in the opinion of the Lessor are adequate to monitor its
compliance with Environmental Law and Authorisations;


 


(c)                                  where
the Lessor reasonably suspects that the Lessee is not complying with Sub-clause 8.10(b) above
or with any Environmental Law or Authorisation:


 


(i)                                     provide
or do everything necessary to facilitate a site assessment of the procedures
under Sub-clause 8.10(b) above,
and compliance with any Environmental Law or Authorisation by a consultant
approved by the Lessor; and


 


                (ii)                                  maintain the
confidentiality of those assessments;


 


(d)                                 permit
the Lessor or any person authorised by the Lessor, to enter on the Premises at
all reasonable times, on not less than one day’s notice (except in the case of
emergency), to carry out environmental assessments; and


 


(e)                                  remedy
any non-compliance with an Environmental Law or Authorisation revealed by any
site assessment, environmental assessment or procedure carried out or required
under this clause.


 


The Lessor must remedy at its cost any pollution
or environmental hazard or contamination existing prior to the earlier of the
date of first occupation by the Lessee and the Commencing Date.


 


9.                                      AIR CONDITIONING AND FIRE EQUIPMENT


 


9.1                               Repair and Use


 


Where any Air Conditioning Equipment or Fire
Equipment are provided or installed in the Building by the Lessor:


 


(a)                                  the
Lessee shall use reasonable endeavours to keep and maintain the Air
Conditioning Equipment and fire hydrants in good working order and reasonably
available for its use whilst the Lessor will maintain the sprinkler system in
the Building provided that if the Lessee shall install partitions or make other
amendments to the layout of the floors in the Building, the Lessee is
responsible for any costs of relocating sprinklers to ensure compliance with
the requirements of any Authority;


 


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


 


(c)                                  The
Lessee must arrange for the servicing of the Air Conditioning Equipment at its
own expense commencing on the Commencement Date.


 


26

















 


9.2          No Interference with Equipment


 


The Lessee
shall not interfere with the Air Conditioning Equipment or the Fire Equipment.


 


9.3          Access to Contractors


 


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


 


10.          ELECTRICITY AND OTHER SERVICES


 


10.1        Lessee to Arrange


 


                                                The Lessee will make its own arrangements
for the supply of electricity to and the installation of telephone, computer,
telecommunications and like services in the Building.


 


10.2        Lessee to Pay Charges


 


                                                The Lessee will duly and punctually pay
all charges for electricity, telephone, gas, excess water or water separately
metered and supplied to the Premises provided that if the Lessee makes default
in the payment of any such charges or accounts, then the Lessor may at its option
pay the same and recover any amounts so paid as if the same were overdue Rent.


 


10.3        Supply Failure


 


                                                Subject to the Lessor using reasonable
endeavours to keep such services operating and available to the Premises, the
Lessor will not be under any liability for any Claim sustained by the Lessee or
any other person at any time as a result of or arising in any way out of the
failure of the electricity, telecommunications or water supply or any other
services or facilities including the Appurtenances, enjoyed by the Lessee in
conjunction with the Premises.


 


11.          INSURANCE


 


11.1        Lessee to Effect Insurance


 


The Lessee
will:-


 


(a)                                  at
its own expense, effect and keep current at all times during the Term public
risk insurance relating to the Premises in the amount of twenty million dollars
($20,000,000) or for such greater amount from time to time as the Lessor may
reasonably require;


 


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


 


11.2                        General Insurance
Provisions


 


All insurances referred to in Clause 11.1 above are
to be effected with the Lessor’s interest noted on the policy with an insurer
reasonably approved by the Lessor in writing and the Lessee shall punctually
pay all premiums and duty necessary and


 


 


27

















 


whenever
required will produce to the Lessor the policies of insurance and the receipt
for the last premium.


 


11.3        Heating and Energy


 


The Lessee will not use any method of heating or
lighting or supply of any other form of energy in or about the Building in
contravention of any policy of insurance in respect of the Premises.


 


11.4        Insurance not to be Avoided


 


The Lessee will not at any time during the Term
do, permit or omit to do any act, matter or thing upon the Premises or the
bringing or keeping of anything in the Building which may render any insurance
policy relating to the Premises against damage by fire and other risks void or
voidable or cause the rate of premium on any such insurance premiums to be
liable to be increased.


 


11.5        Fire Regulations


 


The Lessee will at all times and at its own cost
comply with all regulations or requirements of any Authority and the proper
requirements of any interested insurer in respect of sprinklers and other fire
prevention equipment and installations (including alarms) in the Building. The
Lessee shall not be required to install a new sprinkler system in the Building
or upgrade the existing sprinkler system, subject to the Lessee’s compliance
with Clause 9.1(a).


 


11.6        Payment of Additional Premiums


 


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


 


11.7        Lessor as Attorney


 


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


 


12.          INDEMNITIES


 


12.1        The Lessee FURTHER COVENANTS with the Lessor that:


 


(a)                                  The
Lessee agrees to occupy use and keep the Premises at the risk of the Lessee and
hereby releases to the full extent permitted by law the Lessor and its contractors
and employees from all claims and demands of every kind and from all liability
which may arise in respect of any accident or damage to property or death of or
injury to any person of whatsoever nature or kind in the Premises or the
Building other than as may be caused or contributed to  by the negligence of the Lessor its
contractors or employees and the Lessee agrees that the Lessor shall have no
responsibility or liability for any loss of or damage to fixtures or personal
property of the Lessee


 


28

















 


other than as may be
caused by the negligence of the Lessor its contractors or employees.


 


(b)                                 Without
prejudice to the generality of Sub-Clause (a) hereof, to the extent that moneys
paid to the Lessor out of insurances effected by the Lessee do not fully
indemnify the Lessor against the same and except where the same is caused or
contributed to by the negligence of the Lessor or its contractors or employees,
the Lessee will and does hereby indemnify the Lessor its contractors and
employees from and against all actions, claims, demands, losses, damages, costs
and expenses incurred by the Lessor or for which the Lessor or its contractors
or employees may become liable in respect of any damage to property or death of
or injury to any person which may be suffered or sustained in or upon the
Premises whether in the occupation of the Lessor or of the Lessee or of any
other person.


 


(c)                                  Without
limiting the generality of Sub-Clauses
(a) and (b) of this Clause the Lessee will and does
hereby indemnify the Lessor from and against all actions, claim, demands,
losses, damages, costs and expenses for which the Lessor may become liable in
respect of or arising from:


 


(i)                                     The
negligent or careless use, misuse, waste or abuse by the Lessee or any
contractor, subcontractor, licensee, invitee, client, customer or visitor of
the Lessee or any other person claiming through or under the Lessee of the
water, gas, electricity, lighting or other service and facilities of the Premises
or arising from any faulty fitting or fixture of the Lessee.


 


(ii)                                  Overflow or leakage of
water (including rain water) in or from the Premises but having origin within
the Premises caused by an act or omission on the part of the Lessee or other
persons as aforesaid.


 


(iii)                               Loss damage or injury from any cause
whatsoever to property or person caused by the use of the Premises by the
Lessee or other persons as aforesaid; and


 


(iv)                              Loss, damage or injury from any cause
whatsoever to the Premises or to any property or person within or without the
Premises occasioned by any act, omission, neglect, breach or default of the
Lessee or other persons as aforesaid.


 


13.          COVENANTS BY THE LESSOR (QUIET
ENJOYMENT, REMOVAL OF LESSEE’S FIXTURES)


 


13.1        Quiet Enjoyment


 


The Lessor FURTHER COVENANTS with the Lessee that the Lessee paying the
rent hereby reserved and duly and punctually observing and performing the
covenants obligations and provisions of this Lease on the part of the Lessee to
be observed and performed shall and may peaceably possess and enjoy the
Premises for the term hereby granted without interruption or disturbance from
the Lessor or any other person or persons lawfully claiming by from or under
the Lessor.


 


 


29

















 


13.2        Removal of Lessee’s Fixtures


 


(a)                                  The
Lessee may at or prior to the expiration of the Lease (and will, if so required
by the Lessor, at or immediately following the expiration or sooner termination
of the term) take remove and carry away from the Premises all fixtures fittings
plant equipment or other articles upon the Premises in the nature of trade or
tenants’ fixtures brought upon the Premises by the Lessee with the consent of
the Lessor but the Lessee shall in such removal do no damage to the Premises
and shall reinstate the Premises to the same condition as prior to the
installation of any such items.


 


(b)                                 If
the Lessee does not remove and carry away any of such fixtures, fittings,
plant, equipment and other articles or items at or immediately following the
determination of this Lease, the Lessor may at the expense of the Lessee remove
and dispose of the same and any of such fixtures, fittings, plant, equipment
and other articles or items not removed by the Lessee as aforesaid shall become
the property of the Lessor.


 


13.3        Maintenance of Building and Services


 


The Lessor will use its best endeavours to keep
the Building structurally sound and watertight and the Services in working
order, except where the Lessee has such responsibility specifically under this
Lease.


 


14.          DEFAULT AND TERMINATION


 


14.1        Events of Default


 


The Lessor and
the Lessee COVENANT AND AGREE  that if:


 


(a)                                  The
rent hereby reserved or any part thereof or any other moneys payable by the
Lessee to the Lessor hereunder shall be unpaid for the space of fourteen (14)
days after any of the days on which the same ought to have been paid and in
accordance with the covenants for payment herein contained (although no formal
or legal demand shall have been made therefore); or


 


(b)                                 The Lessee
commits permits or suffers to occur any breach or default in the due and
punctual observance and performance of any of the covenants obligations and
provisions of this Lease or the Rules and Regulations of the Building and
the Lessee fails to remedy same at the expiration of fourteen (14) days’ notice
in writing by the Lessor requiring same to be remedied; or


 


(c)                                  The
Lessee being a company an order is made or a resolution is effectively passed
for the winding up of the Lessee (except for the purpose of reconstruction or
amalgamation with the written consent of the Lessor which consent shall not be
unreasonably withheld); or


 


(d)                                 A
creditor’s petition in bankruptcy is presented against the Lessee; or


 


(e)                                  The
Lessee presents a petition in bankruptcy against himself, or if there happens
any event referred to in Section 40 of the Bankruptcy Act, 1966 which with
the happening or failure to happen of any subsequent event


 


30

















 


therein referred to
would result in the commission by the Lessee of any act of bankruptcy, or if
any document the execution of which by the Lessee would result in the
commission by him of an act of bankruptcy, or if any deed of assignment or deed
of arrangement is prepared by or for, or is presented to the Lessee for
execution by him or except for the purposes of amalgamation or reconstruction,
or if the Lessee being a company ceases or threatens to cease to carry on
business or goes into liquidation whether voluntary or otherwise or is wound
up; or


 


(f)                                    Any
event occurs entitling the holder or proprietor of any charge over the whole or
any part of the assets and undertaking of the Lessee to require immediate
repayment of the moneys thereby secured;


 


THEN  ipso facto the Lessor at any time or
times thereafter shall have the right to reenter into and upon the Premises or
any part thereof in the name of the whole and to have again repossess and enjoy
the same as of its former estate anything herein contained to the contrary
notwithstanding but without prejudice to any action or other remedy which the
Lessor has or might or otherwise could have for arrears of rent or breach of
covenant or for damages as a result of any such event and thereupon the Lessor
shall be freed and discharged from any action suit claim or demand by or
obligation to the Lessee under or by virtue of this Lease.


 


14.2        Lessor may pay in Default


 


On each and every occasion on which the Lessee
omits or neglects to pay any money or to do or effect anything which the Lessee
has herein covenanted to pay do or effect (and without limiting the generality
of the foregoing if the Lessee shall fail to effect any insurance or to pay any
insurance premium required to be effected or paid by the Lessee hereunder) then
it shall be lawful for but not obligatory upon the Lessor (and without
prejudice to any rights and powers arising from such default) to pay such money
or to do or effect such thing by itself its architects agents contractors and
workmen as if it were the Lessee and for that purpose the Lessor its architects
agents contractors workmen and agents may enter upon the whole or any part of
the Premises and there remain for the purpose of doing or effecting any such
thing and any expenses and costs of carrying out such work shall forthwith be
payable by the Lessee to the Lessor.


 


14.3        Interest on overdue Moneys


 


Without prejudice to the rights, powers and
remedies of the Lessor otherwise under this Lease the Lessee will pay to the
Lessor interest on any moneys due by the Lessee to the Lessor on any account
whatsoever pursuant to this Lease but unpaid for fourteen (14) days such
interest to be computed from the due date for the payment of the moneys in
respect of which the interest is chargeable until payment of such moneys in
full and be recoverable in like manner as Rent in arrears. The rate of interest
applicable shall be two (2) percent above the rate as recorded from time
to time by the Westpac Banking Corporation Limited for overdrafts of
$100,000.00 or if there be no such rate then the rate of ten percentum (10%)
per annum and such interest shall accrue and be calculated on a daily basis.


 


14.4        Yielding up


 


The Lessee will forthwith upon the expiration of
the Term or sooner determination of this Lease (unless otherwise directed by
the Lessor in writing) peaceably surrender and yield up to the Lessor the
Premises in such repair, order and condition as


 


31

















 


required by Clause 21 and clean and free from rubbish and
in good and substantial repair and condition (having regard to the age of what
is being surrendered or yielded up and its condition at the Commencing Date)
and the Premises made good to return them to the condition as at the date of
first occupation by the Lessee, subject to fair wear and tear and positions
within the Premises as at the date of first occupation by the Lessee. The
Lessee must remove any additional partitions installed within the Building from
the Lease Commencement Date if required by the Lessor upon expiration of the
Lease or sooner determination of this Lease.


 


14.5        Removal of Lessee’s Fixtures


 


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


 


14.6        Lessee’s Fixtures Not Removed


 


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


 


15.          BREACH OF ESSENTIAL TERM


 


15.1        Essential Terms


 


Notwithstanding anything to the contrary herein
(whether express or implied), it is hereby expressly agreed and declared that
the covenants terms and conditions by the Lessee contained or implied in:


 


(a)                                  Clauses 2 and 18 to
pay the Rent throughout the term and any period of holding over at a date not
later than fourteen (14) days after the due day for the payment of each monthly
instalment;


 


(b)                                 Clause 5 hereof inter alia relating to
the use of the Premises;


 


(c)                                  Clause 8 hereof inter alia relating to
repair and maintenance;


 


(d)                                 Clause 11 hereof inter alia relating to
insurances;


 


(e)                                  Clause 7 inter alia relating to
assignment, sub-letting or otherwise of the Premises;


 


are subject to the proviso hereinafter
contained) essential and/or fundamental terms of this Lease. The breach,
non-observance or non-performance of any one or more of such covenants terms
and conditions shall be deemed to be a fundamental breach


 


32

















 


of the provision of this Lease on the part of
the Lessee to be observed and performed PROVIDED
THAT the presence of this Clause in this Lease shall not mean or be
construed as meaning that there are no other fundamental and/or essential terms
in this Lease.


 


15.2        Compensation for Breach


 


The Lessee covenants with the Lessor to
compensate the Lessor in respect of any breach of an essential and/or
fundamental term of this Lease and the Lessor shall be entitled to recover
damages from the Lessee in respect of such breaches.  The Lessor’s entitlement under this Clause is
in addition to any other remedy or entitlement to which the Lessor may have
including without limiting the generality of the foregoing termination of this
Lease.


 


15.3        Acknowledgement by Lessee


 


The Lessee expressly acknowledges and agrees
that:


 


(a)                                  should
the Lessee’s conduct (whether by acts or omissions) constitute a repudiation of
this Lease (or of the Lessee’s obligations under the Lease) or constitute a
breach of any of the Lessee’s covenants, the Lessee covenants to compensate the
Lessor for any loss or damage suffered by reason of or arising from any such
repudiation or breach;


 


(b)                                 the
Lessor shall be entitled to recover damages against the Lessee for repudiation
or breach of covenant for the damage suffered by the Lessor for and/or during
the entire term of this Lease;


 


(c)                                  the
Lessor’s entitlement to recover damages from the Lessee and/or the Covenantor
and/or any other person shall not be affected or limited by inter alia any of
the following:


 


(i)            the Lessee abandoning or vacating
the Premises; and/or


 


(ii)           the Lessor electing to re-enter or
terminate the Lease; and/or


 


(iii)          the
Lessor accepting the Lessee’s repudiation; and/or




(iv)          the
Parties’ conduct (or that of any servant or agent thereof) constituting a
surrender by operation of law.


 


15.4        Lessee’s Right to Damages


 


The Lessor shall be entitled at any time in the
Lessor’s absolute discretion to institute legal proceedings claiming damages
against the Lessee in respect of the entire lease term including the period
before and after the Lessee has vacated the Premises and before and after the
abandonment termination repudiation acceptance of repudiation or surrender by
operation of law referred to in the immediately preceding Sub-Clause(s) whether
the proceedings are instituted either before or after such conduct.


 


15.5                        Lessor to Mitigate Loss


 


In the event of the Lessee vacating the Premises
whether with or without the Lessor’s consent, the Lessor shall take reasonable
steps to mitigate its loss and to attempt to re-lease the Premises at a
reasonable rent and on reasonable terms. 
The Lessor’s


 


33
















 


entitlement to damages shall be assessed on the
basis that the Lessor has observed the obligation to mitigate damages.  The Lessor’s conduct in pursuant of this duty
to mitigate damages shall not of itself constitute acceptance of the Lessee’s
breach or repudiation or a surrender by operation of law.


 


15.6        Calculation of Damages


 


Should the Lessor terminate this Lease following
any breach of a fundamental/essential provision or otherwise, then without
prejudice to any other right or remedy of the Lessor herein contained or
implied, the Lessor shall be entitled to recover from the Lessee (and/or any
Guarantor as the case may be) the difference between the aggregate of the Rent
and other moneys payable by the Lessee hereunder for the unexpired residue of
the term less any amount the Lessor is able to obtain or could in the Lessor’s
opinion reasonably be expected to obtain by observing the provisions of Clause 15(e) hereof.


 


16.          APPOINTMENT OF ATTORNEY


 


16.1        Attorney


 


The Lessee irrevocably nominates, constitutes
and appoints the Lessor and, if a company, each of the directors of the Lessor
from time to time, jointly and each of them severally, to be the true and
lawful attorneys and attorney of the Lessee on its behalf, and in its name as
its act and deed from time to time if and when the Lessor shall think fit, for
the purpose of giving full effect to any power of re-entry, to execute as the
act and deed of the Lessee a surrender of the Lease in favour of the Lessor and
to procure the registration of such surrender under the provisions of the Real Property Act provided always that the
provisions of this clause shall be deemed to come into force and the powers
shall be exercisable only if and when the power of re-entry or of determination
of the Lease by the Lessor shall have become exercisable by reason of default
on the part of the Lessee in the observance or performance of any of the
covenants and conditions on its part contained or implied in this Lease,
conclusive evidence of which for the purpose of this clause shall be a
statutory declaration signed by the Lessor or, if a company, then by a
secretary or manager or director of the company. The Lessee covenants with the
Lessor that on every transfer or sub-letting under or by virtue of the Lease
the Lessee will at the expense of the Lessee obtain from the transferee or
sub-lessee a Power of Attorney in favour of the Lessor in terms similar to this
present clause.


 


17.          OPTION FOR RENEWAL


 


17.1        Grant of Option


 


If the Lessee not being in default of its
obligations under this Lease shall require a renewed lease of the Premises for
the further period referred to in Item 5 of the Reference Schedule from the
expiration of the term of this Lease and of such requirement prior to the
expiration of the said Term gives to the Lessor not less than six (6) months’
and not more than nine (9) months’ previous notice in writing, then the
Lessor will at the cost of the Lessee demise to the Lessee the Premises for
such further period from the expiration of the term of this Lease (hereinafter
referred to as the “Renewed Lease Term”)
at an Initial Rental as shall be calculated in accordance with Clause 17.3 herein
and otherwise subject to the covenants and conditions herein contained but with
the exception of this Clause.


 


34

















 


17.2        Total Lease Term


 


It is the intention of the parties that should
the Lessee exercise its option for the further term available to it hereunder
the total of the term of this Lease and of such option shall not exceed six (6) years.


 


17.3        Rent Payable during Renewed Lease Term


 


The Rent payable during the first year of the
Renewed Lease Term (without limiting, varying or excluding the obligation of
the Lessee for the payment of the Lessee’s proportion of Outgoings in respect
of the Premises pursuant to Clauses 2.3 hereof which shall remain in full force and
effect) shall be the Current Market Rent determined in accordance with the
provisions of Clause 2.2(a) for
the first year of the Renewed Lease Term and thereafter increased by four per
centum (4%) per annum in accordance with the provisions of Clause 2.2(b).


 


18.          HOLDING OVER


 


18.1        Lessee remaining in possession


 


In the event of the Lessee holding over in
possession of the Premises with the consent of the Lessor after the expiration
or sooner determination of the Term then the Lessee shall become a calendar
monthly tenant of the demised Premises upon the same terms covenants and
conditions as are herein contained so far as they are applicable to a calendar
monthly tenancy and such tenancy shall be determinable by one calendar month’s
notice which may be given by either party to the other expiring at any time.


 


18.2        Rent Payable during Renewed Lease Term


 


The Rent payable each calendar month by the
Lessee to the Lessor under a calendar monthly tenancy constituted by virtue of Clause 18.1 shall be
whichever is the greater of a sum equivalent to one twelfth (1/12) of the
annual rental payable by the Lessee to the Lessor at the date of expiration of
this Lease or the sum fixed from time to time by any notice given by the Lessor
to the Lessee pursuant to Clause
18.3.


 


18.3        Increase in Rent


 


At any time and from time to time whether before
or after the expiration of this Lease the Lessor may by notice in writing to
the Lessee fix the calendar monthly rent payable by the Lessee to the Lessor
under a calendar monthly tenancy created by virtue of Clause 18.1 which
shall be the Current Market Rent determined in accordance with Clause 2.2(a) herein.
The Rent so fixed shall be and from the date specified in the notice which
shall not be earlier than thirty (30) days after the date upon which the notice
is given to the Lessee be deemed to be the Rent payable by the Lessee to the
Lessor under the calendar monthly tenancy and the Lessee covenants to pay the
same to the Lessor.


 


19.          GENERAL


 


19.1        Waiver of Breach


 


The Lessor and the Lessee FURTHER COVENANT AND AGREE that no waiver by


 


35

















 


the Lessor of any one breach of any covenant obligation
or provision in this Lease contained or implied shall operate as a waiver of
another breach of the same or of any other covenant obligation or provision in
this Lease contained or implied.


 


19.2        Notices


 


(a)                                  All demands requisitions consents elections
or notices shall be in writing and if served or given by the Lessor hereunder
shall be valid and effectual if served and given under the common seal of the
Lessor or under the hand of any Director or Attorney or Manager or Secretary
for the time being of the Lessor or of the Managing Agent for the time being
employed by the Lessor for the Building.


 


(b)                                 Without prejudice to any other means of
giving notice any such demand requisition consent election or notice requiring
to be served hereunder shall be sufficiently served on the Lessee if served
personally or if left addressed to the Lessee on the Premises or forwarded to
the Lessee by prepaid post to the last known place of business or abode of the
Lessee and shall be sufficiently served on the Lessor if served personally or
if addressed to the Lessor and left at or sent by prepaid post to the Lessor’s
registered office for the time being or last known place of business or abode
and a demand requisition consent election or notice sent by post shall be deemed
to be given at the time when it ought to be delivered in due course of post.


 


19.3        Stamp Duty and Costs


 


The Lessee shall pay all stamp duty and all the
Lessor’s reasonable legal and other costs, charges and expenses of and
incidental to the preparation, completion, stamping and registration of this
Lease and any assignment, subletting, surrender or termination (otherwise than
by effluxion of time) thereof and the consent of any person whose consent may
be required and in the case of default by the Lessee in observing or performing
any of its covenants in this Lease contained or implied, the Lessee shall pay
to the Lessor all legal and other costs, charges and expenses for which the
Lessor shall become liable in consequence of or in connection with such
default.


 


19.4        For Sale/Lease Signs


 


The Lessee will at all reasonable times permit
the Lessor to exhibit to prospective tenants or purchasers the Premises and
will at all times within six (6) months immediately preceding the
termination of this Lease allow the Lessor to affix and exhibit where the
Lessor shall think fit at any time the usual 
“To be Let” notice and in each case with the name and address of the
Lessor and/or its agent thereon and the Lessee will not remove any such notice
without the written consent of the Lessor. The Lessor may at any time affix and
exhibit a “For Sale” sign to the outside of the Premises. The Lessee will
co-operate with the Lessor in a reasonable manner to allow prospective tenants
or purchasers to inspect the Premises subject to prior reasonable notice from
the Lessor.


 


19.5        No Partnership


 


Nothing contained herein shall be deemed or
construed by the parties hereto nor by any third party as creating the
relationship of partnership or of principal and agent or of joint venture
between the parties hereto it being understood and agreed that neither the
method of computation of rent nor any other provision contained herein


 


36

















 


nor any acts of the parties hereto shall be
deemed to create any relationship between the parties hereto other than the
relationship of the Lessor and the Lessee upon the terms and conditions only as
provided in this Lease.


 


19.6        Lessor’s Covenant


 


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


 


19.7        Whole Agreement


 


The covenants provisions terms and agreements
contained herein expressly or by statutory implication cover and comprise the
whole of the agreement between the parties hereto and the parties expressly
agree and declare that no further or other covenants agreements provisions or
terms whether in respect of the Premises or otherwise shall be deemed to be
implied herein or to arise between the parties by way of collateral or other
agreement or by reason of promise representation warranty or undertaking given
or made by any party hereto to another on or prior to the execution hereof and
the existence of any such implication or collateral or other agreement is
hereby negatived.


 


19.8        No Liability for Provision of Services


 


Subject to the Lessor’s compliance with Clause 13.3, the
Lessor will not be under any liability for any loss injury or damage sustained
by the Lessee or any other person at any time as a result of or arising in any
way out of the failure of the electricity or water supply or any other services
or facilities provided by the Lessor or enjoyed by the Lessee in conjunction
with the Premises.


 


19.9        Lessee occupies at Sole Risk


 


Whenever the Lessee is obliged or required
hereunder to do or effect any act matter or thing then the doing of such act
matter or thing shall, unless this Lease otherwise provides, be at the sole
risk and expense of the Lessee.


 


19.10      No Moratorium


 


Unless application is mandatory by law any
statute ordinance proclamation order regulation or moratorium present or future
shall not apply to this Lease so as to abrogate extinguish impair diminish
fetter delay or otherwise prejudicially affect any rights powers remedies or
discretions given or accruing to the Lessee or the Lessor.


 


19.11      Additional Liability of Lessee


 


To the extent permissible at law the Lessee will
forthwith upon demand pay to the Lessor by way of additional rent an amount
equivalent to any moneys paid by the Lessor in respect of any liability imposed
on the Lessee under or by virtue of this Lease notwithstanding that any statute
ordinance proclamation order regulation or moratorium present or future
directly or indirectly imposes such liability upon the Lessor. This clause only
obliges the Lessee to reimburse the Lessor where the Lessor actually incurs
costs in taking steps that would have otherwise been the responsibility of the
Lessee under this Lease.


 


37

















 


20.          BANK GUARANTEE


 


20.1        Provision of Guarantee


 


On the execution of this Lease the Lessee will:


 


(a)                                  provide to the Lessor an unconditional
guarantee from a bank licensed to carry on business in Australia and having an
office in Sydney and approved by the Lessor which entitles the Lessor to make a
claim on the guarantee without recourse to the Lessee which entitles the Lessor
to apply any amount under the guarantee to any amount payable by the Lessee to
the Lessor under this Lease as the Lessor determines; or


 


(b)                                 deposit with the Lessor, to be held by
the Lessor on the Lessee’s account in an interest bearing account in the Lessor’s
name with the interest remaining in the account, but being accounted for to the
Lessee, an amount being the sum as specified in Item 7 of the Reference Schedule (“the Deposit”) as security for the due and
punctual observance and performance of all the terms on the Lessee’s part
contained in this Lease.


 


20.2        Increase in Deposit


 


Upon each Review Date, the Lessee will provide
to the Lessor either an increased Deposit, or a replacement Deposit which
represents the increased sum arising from the review of the Rent.


 


20.3        Appropriation of Deposit


 


(a)                                  If at any time the Lessee fails to duly
and punctually observe and perform the terms of this Lease, then the Lessor may
in its discretion at any time appropriate and apply so much of or the whole of
the Deposit as may be necessary in the opinion of the Lessor to compensate the
Lessor for loss or damage sustained or suffered by the Lessor by reason of such
breach by the Lessee.


 


(b)                                 Any such appropriation by the Lessor
shall not be deemed to and shall not operate to waive the Lessee’s breach and
shall not prejudice any other right of the Lessor arising from such breach.


 


(c)                                  If the Lessor appropriates all or part of
the Deposit, then the Lessee will within five (5) days of demand by the
Lessor provide to the Lessor in the form of the original Deposit the amount of
the sum so appropriated in order to reinstate the Deposit.


 


(d)                                 If the Lessee complies with all the terms
of the Lease, the Deposit less any sums appropriated by the Lessor in
accordance with this clause and not reinstated shall be refunded to the Lessee
as soon as reasonably practicable after the expiration of the Term or of any
holding over period or upon the sooner termination of this Lease.


 


(e)                                  If an Incentive has been provided by the
Lessor to the Lessee and as a consequence of Sub-clause 20.3 (d) later becomes
payable by the Lessee to the Lessor the Deposit may be applied against all or
part of the Incentive then due and payable by the Lessee to the Lessor.


 


38

















 


20.4        Assignment of Deposit


 


If the Lessor assigns or transfers its interest
in the Premises it may either:


 


(a)                                  assign the Deposit less any sums properly
appropriated by the Lessor and not reinstated to any assignee or transferee; or


 


(b)                                 request and the Lessee must promptly
provide, a replacement Deposit in favour of the new lessor in exchange for the
original Deposit,


 


and thereupon the Lessor is discharged from all
liability to the Lessee or any other person with respect to the Deposit.


 


21.          MAKE GOOD ON TERMINATION


 


The Lessee will on termination of this Lease or
upon the Lessee vacating the Premises at the request of the Lessor-


 


(a)           Remove
the Lessee’s signs.


 


(b)                                 Remove the Lessee’s electrical
installations including all exposed and concealed wiring, conduits extending
from the Lessee’s electrical switchboard, wall and floor mounted general
purpose outlets, light fittings and light switches.


 


(c)           Dismantle
and make good all parts of the Building set up for PABX use by the Lessee.


 


(d)                                 Remove all data wiring installed by the
Lessee back to the point of entry and return all communications cupboards to
their original condition.


 


(e)                                  Remove the Lessee’s telephone
installations including exposed and concealed wiring, conduits, junction boxes,
switchboards and handsets.


 


(f)                                    Make good all damage caused to the
Building or the Premises by the Lessee in complying with Clause 21 as
appropriate and in particular, the carpets excluding any repairs or replacement
of carpet where partitions existed at the date of the Lease, skirtings, panels
to air conditioning, acoustic ceilings tiles and ceiling grid and remove all
screws and nails driven into wall surfaces and make good any damage caused to
walls.


 


(g)                                 Subject to Clause 5.17, prepare and apply two (2) coats
of paint or any other specialist finishes of a type, brand, colour and finish
approved by the Lessor to all previously painted or finished internal surfaces,
including skirtings, plaster wall and column surfaces.


 


(h)                                 Remove all rubbish and surface materials
after completion of the works and ensure that the internal face of all window
glazing is thoroughly cleaned, the carpet steam cleaned and the carpet pile
lifted.


 


(i)                                     Re-instate the Building and the Premises
to the condition they were at the Commencing Date (fair wear and tear excepted)
and in the case of the carpets in the Building, replace all carpets which are
cut, damaged (beyond fair wear and tear) or mutilated.


 


39

















 


22.          LEASE SUBJECT TO DEVELOPMENT CONSENT


 


(a)                                  It is acknowledged by the Lessor and the
Lessee that this Lease is subject to the Council of the City of Sydney giving
consent to the Lessee changing the use of the premises to the use set out in an
Application for Development completed by the Lessee and consented to by the
Lessor to be lodged with the said Council. If the Lessee does not obtain the
Development approval on terms acceptable to the Lessee acting reasonably, in a
period of two (2) months from the commencement date of the Lease, then the
Lessee may surrender the Lease and the deposit paid by the Lessee to the Lessor’s
agent will be forfeited to the Lessor.


 


(b)                                 The Lessor has consented to the Lessee’s
Application for Development on the basis that it is not responsible for the
contents of same and accepts no liability to the Lessee should the Application
for Development not be granted or granted on terms not acceptable to the
Lessee.


 


23.          REMOVAL OF RACKING


 


The Lessor will at its own cost as soon as
practicable after the Commencing Date of this Lease, remove all racking from
the warehouse in the Building in a proper and workmanlike manner and will cause
all bolts and screws to be cut off to floor level.


 


We
certify this Lease to be correct for the purposes of the Real Property Act
1900.


 


 


	
   

  	
  )

  	
   

  
	
  EXECUTED by CHARVIC PTY LTD in

  	
  )

  	
   

  
	
  accordance with its
  Constitution in the

  	
  )

  	
   

  
	
  presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ Christine Tritton

  	
   

  	
  )

  	
  /s/ Vicki M. Parsons

  	
   

  
	
  Signature of Secretary

  	
  )

  	
  Signature of Director

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Christine Tritton

  	
   

  	
  )

  	
  Vicki M. Parsons

  	
   

  
	
  Print Name of Secretary

  	
  )

  	
  Print Name of Director

  



 


40

















 


	
   

  	
  )

  	
   

  
	
  EXECUTED by OPTIUM AUSTRALIA 

  	
  )

  	
   

  
	
  PTY LIMITED in
  accordance with its 

  	
  )

  	
   

  
	
  Constitution in the presence
  of: 

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ Simon Poole

  	
   

  	
  )

  	
  /s/ David Renner

  	
   

  
	
  Signature of
  Director/Secretary

  	
  )

  	
  Signature of Director

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Simon Poole

  	
   

  	
  )

  	
  David Renner

  	
   

  
	
  Print Name of
  Director/Secretary

  	
  )

  	
  Print Name of Director

  



 


41