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                                                                    Exhibit 10.6


                       (All figures in Australian dollars)


Ref:  PGW.

18 July, 1999


The Directors.
Continental Ace Pty Limited.
Level 2, 40 Mann Street,
GOSFORD. N.S.W. 2250.


Dear Sirs,


OVERDRAFT FACILITY
APPROVAL ADVICE

We are pleased to advise our approval of the following facility:

I. OVERDRAFT FACILITY

Overdraft Limit:           $3,000,000.00.
Expiry Date:               31st July, 2000.
Account Number:

The attached Approval sets out the terms and conditions of the Overdraft
Facility. Please take some time to read it to ensure that you understand and
accept the terms and conditions.

We are now preparing your loan and security documentation. We will contact you
when it is ready.

Please call me on 49394312 should you have any questions.

Thank you for allowing the National to be of assistance.

Yours faithfully,



John Incher.
Manager


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OVERDRAFT FACILITY
APPROVAL ADVICE

Customer's Name:   Continental Ace Pty Limited.
Overdraft Limit:   $3,000,000.00.
Expiry Date:       31st July, 2000.
Account Number:

This Approval Advice is the contract between you and the Bank for the Overdraft
Facility ("Facility") which is outlined in this Advice. It has been written in
plain English and is designed to be easily read and understood.

If you do have any problems or questions, please ring me on 49394312.

GENERAL

The terms and conditions which will apply to your Facility are those contained
in this Approval Advice and also the Bank's usual terms and conditions for the
operation of current accounts. These terms and conditions are available from any
branch of the Bank.

OVERDRAFT LIMIT

Your Overdraft Limit is $3,000,000.00. The Bank will allow you to overdraw the
Account Number detailed above up to the Overdraft Limit.

The Facility must be kept within the Overdraft Limit. Any excesses over the
Overdraft Limit require the prior approval of the Bank. Excesses will attract an
additional interest charge.

ARRANGING THE FACILITY

You authorise the Bank to open the Facility in your name and to debit to the
account each drawing you make or authorise and any other amount which you must
pay on the date it becomes due.

You may overdraw to the Overdraft Limit. However, the Facility is only available
if:

(a)      you overdraw before the Expiry Date; and
(b)      the Bank has received each security listed in this Approval Advice in a
         form satisfactory to it; and
(c)      any property covered by a security has been insured against fire and
         other usual risks with an insurer acceptable to the Bank; and
(d)      any property covered by a security referred to in (b) and (c) above has
         the Bank's interest noted on each insurance policy; and
(e)      any necessary corporate or trustee authorisations have been obtained;
         and
(f)      you are not in default under this Agreement (for example, by not paying
         a fee).


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FACILITY OPERATION

The Facility is to be fully fluctuating in accordance with your agreed working
needs.

You may operate the Facility by cheque or approved card through EFTPOS and the
Bank's Automatic Teller Machine network.

INTEREST RATE

The interest rate under the Facility is VARIABLE.

Your current annual percentage rate is 8.50% per annum, WHICH MAY VARY.

The annual percentage rate is the total of the Bank's Lending Indicator Rate
plus a customer margin of 0.00% per annum. The Bank's Lending Indicator Rate for
the Facility is Base Rate.

Movements in the Bank's Lending Indicator Rate can be monitored by you, as the
rate is published by the Bank in the metropolitan daily press on a Monday
(except Christmas day) under the heading "National Australia Bank Indicator
Rates". Such changes will also be recorded on your bank statement.

The default annual percentage rate is the total of the Bank's Lending Indicator
Rate PLUS the customer margin referred to above, plus a default margin of 4.00%.
The current default annual percentage rate is 12.50% per annum, WHICH MAY VARY.

The Bank calculates interest daily at the annual percentage rate divided by 365
on the unpaid daily balance of the account at the end of each day. The Bank
debits interest to the account on the last Business Day of each month.

If you overdraw more than the Overdraft Limit, with or without the prior
agreement of the Bank, or if you do not pay when required under any of
conditions (a) to (g) of Events of Default, interest on any excess will be
charged at the default annual percentage rate.

This interest is calculated at the default annual percentage rate so long as the
excess or default exists.

The Bank may change the Bank's Lending Indicator Rate, the customer margin and
the default margin. However, the Bank will advise you in writing prior to any
such variation taking effect.

REPAYMENT

You may pay any moneys to the credit of your account at any branch of the Bank
that is open for business or by approved card through one of the Bank's
FlexiTellers (Automatic Teller Machines).

You may also pay any moneys to the credit of your account at any branch of any
other bank in Australia, on the terms and conditions on which the other bank
accepts such transactions.


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The Bank will use any payment to the credit of your account to pay: firstly,
fees, charges, enforcement expenses (if any) and similar payments; secondly,
interest charges; and thirdly, the outstanding balance of the account.

The whole of the balance owing under the Facility and any other money owing
under this Agreement must be paid to the Bank if you are in default as specified
below AND the default remains unremedied after the Bank gives you a notice
specifying the default.

EVENTS OF DEFAULT

Default occurs when:

(a)      there is a breach of any of these terms and conditions of the Facility
         or of a provision of any security or other agreement you have with the
         Bank; or
(b)      the Expiry Date shown above occurs and you owe the Bank any money under
         this Agreement; or
(c)      if in the Bank's opinion there has been a material adverse change in
         your financial position; or
(d)      any information given to the Bank at any time is false or, in the
         Bank's opinion, misleading; or
(e)      you or anyone who gives a security becomes bankrupt or insolvent, or
         you or such person goes into liquidation or receivership or has an
         administrator appointed; or
(f)      you assign your estate, or anyone who gives a security assigns their
         estate, to a creditor; or
(g)      any security under this Agreement becomes unenforceable.

The Facility will end immediately upon the occurrence of any event referred to
in conditions (a) to (g) or if you are otherwise in default of this Agreement.

Enforcement expenses may become payable by you in the event of a breach or if
you are in default of this Agreement.

SECURITIES

The securities listed below must be received by the Bank to secure the balance
of the Facility and any other amounts you owe the Bank under this Agreement:

1.       Existing Registered Mortgage Debenture over the whole of the Company's
         assets and uncalled capital and called but unpaid capital.

2.       Fresh Interlocking Guarantee and Indemnity - Companies - for $1
         1,740,000.00 given by B.C.E. Holdings Pty Limited, Continental Conveyor
         and Equipment Pty Limited, Continental Ace Services Pty Limited,
         Continental Ace Conveyor Components Pty Limited, Continental Ace Pty
         Limited, Continental Control Systems Pty Limited, A Crane Pty Limited
         and Continental Meco Pty Limited partly supported by existing
         Registered Mortgage Debentures over the whole of the Companys' assets
         and uncalled capital and called but unpaid capital, and first
         Registered Mortgages over land and buildings situated at Lots 2, 33 and
         34 Somersby Falls Road, Somersby, and, 51 Montore Road, Minto.

3.       Letter of Offer including Covenants.


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4.       Letter of Awareness.

5.       Financial and reporting Covenants.

Each security must be received by the Bank in a form satisfactory to it before
the Facility can be used.

CREDIT FEES AND CHARGES

APPLICATION FEE:           $NIL. The Application Fee is now due and will be
                           debited to the account. The Application Fee is not
                           refundable.

OVERDRAFT LINE FEE:        Initially $12,000.00 payable 31st August, 1999, and
                           each six months after that and on cancellation of the
                           Facility (except if that cancellation is in March or
                           September). This fee may be higher if you exceed the
                           Overdraft Limit. When due, this fee will be debited
                           to the Facility. This fee is variable and may change.

REFERENCE FEE:             $20.00. We will charge you a Reference Fee:
                           (a) each day you exceed the Overdraft Limit; and
                           (b) each day there is a debit transaction on the
                           Facility while the Overdraft Limit is exceeded.
                           This fee is variable and may change.

An Account Keeping Fee, which is variable, is charged monthly to your Facility
and consists of a basic charge plus a fee per entry, less any rebate allowable.
Full details are available from your branch.

If, prior to the Expiry Date, you request the Bank to renew the Facility for a
further term, the Bank will conduct a formal review of the Facility to assess
your request. If this is the case, a Renewal Fee currently $250.00 may apply.
This fee is variable and may change.

The sum of all Government Charges and Bank Fees appearing in the attached Loan
Costs Estimate must be paid when we ask.

The Bank's reasonable costs, charges, and legal expenses as well as stamp duty,
search and registration fees in connection with:

(a)      this Agreement, the Facility and any agreement or transaction related
         to the Facility or the securities; and
(b)      any action the Bank takes in connection with its rights and in
         recovering amounts you owe it; and
(c)      the discharge of any security

must be paid when we ask.


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If any fees or charges are not paid when we ask, the Bank may debit the Facility
with those fees and charges so that these amounts are included in the amount you
owe the Bank under the Facility.

You agree to pay when we ask the enforcement expenses reasonably incurred by the
Bank in enforcing its rights if you breach this Agreement.

Fees and charges due and payable by you are not refundable.

CO-OPERATION

You agree to:

(a)      promptly give the Bank any information it reasonably asks for from time
         to time; and
(b)      do anything (such as producing and signing documents) that the Bank
         reasonably asks you to do to give full effect to these terms and
         conditions and the securities.

SET OFF

If you have deposit accounts with the Bank, at anytime without telling you
first, the Bank may use some or all of the credit funds in the deposit accounts
to reduce or payout the Facility.

The Bank will tell you if it does this.

NOTICES

Notices must be in writing.

Any notice, demand, writing or other communication given by the Bank may be
delivered, or sent by post or facsimile to you at your last known place of abode
or business or, if applicable, to your registered office.

Any such notice is taken to be received three days from the date it bears.

If there is more than one of you, a notice to one of you is deemed to be a
notice to all of you.

COVENANTS:

Please refer to the attached Annexures outlining all Covenants relating to
facilities within the Continental Conveyor and Equipment Group.

ACCEPTANCE

PLEASE NOTE, THAT FOR YOUR COMPANY TO ACCEPT THE TERMS AND CONDITIONS CONTAINED
IN THIS LETTER, YOU MUST PROVIDE US WITH A CERTIFIED COPY OF THE BOARD'S
RESOLUTION/S AUTHORISING THE ACCEPTANCE OF THE FACILITY.


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DEFINITIONS

BANK:                      means National Australia Bank Limited and its
                           successors and assigns.

BUSINESS DAY:              means a day other than a Saturday or a Sunday or a
                           day gazetted as a public holiday throughout
                           Australia.

PERSON:                    includes, as appropriate, companies and other
                           incorporated entities.

YOU:                       means the person/s or entities named in "Customer's
                           Name" on the first page of this advice. If there are
                           more than one of you, YOU means each of you
                           separately and every two or more of you jointly. YOU
                           includes your successors and assigns.

Date of Approval - 18th July, 1999.

Signed for the Bank


--------------------------------
Name:  John Incher
Title: Business Banking Manager.


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                                                       Guarantee And Indemnity -
                                                          Company - Interlocking

         TO: NATIONAL AUSTRALIA BANK LIMITED ACN 004 044 937 ("THE BANK")

                                    SCHEDULE

ITEM 1   B.C.E. HOLDINGS PTY LIMITED ACN 003 525 988 a company incorporated in
         the State of New South Wales and having its registered address at Level
         2, 40 Mann Street, Gosford NSW 2250;

         CONTINENTAL CONVEYOR & EQUIPMENT PTY LIMITED ACN 059 870 058 a company
         incorporated in the State of Queensland and having its registered
         address at Level 2, 40 Mann Street, Gosford NSW 2250;

         CONTINENTAL ACE SERVICES PTY LIMITED ACN 056 396 760 a company
         incorporated in the State of Queensland and having its registered
         address at Level 2, 40 Mann Street, Gosford NSW 2250:

         CONTINENTAL ACE CONVEYOR COMPONENTS PTY LIMITED ACN 005 458 373 a
         company incorporated in the State of Victoria and having its registered
         address at Level 2, 40 Mann Street, Gosford NSW 2250;

         CONTINENTAL ACE PTY LIMITED ACN 003 725 915 a company incorporated in
         the State of New South Wales and having its registered address at Level
         2, 40 Mann Street, Gosford NSW 2250;

         CONTINENTAL CONTROL SYSTEMS PTY LIMITED ACN 003 581 897 a company
         incorporated in the State of New South Wales and having its registered
         address at Level 2, 40 Mann Street, Gosford NSW 2250;

         A CRANE PTY LIMITED ACN 003 280 475 a company incorporated in the State
         of New South Wales and having its registered address at Level 2, 40
         Mann Street, Gosford NSW 2250;

         CONTINENTAL MECO PTY LIMITED ACN 001 408 368 a company incorporated in
         the State of New South Wales and having its registered address at Level
         2, 40 Mann Street, Gosford NSW 2250.

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

ITEM 2   $11,740,000.00 eleven million seven hundred and forty thousand
         dollars ("the basic                       liability")

ITEM 3   Trust Deed dated                 day of

         Deed of Settlement
         Name of Trust

         Trustee

         Settlor


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WHEREAS

A.       The Companies and persons specified in Item 1 of the Schedule executing
         this Guarantee are hereinafter collectively called "Guarantors" and
         each of which is hereinafter separately referred to as a "Guarantor"
         and includes the legal personal representatives of each such person and
         in the case of a corporation its successors and assigns and they are
         mutually interested or are otherwise concerned in the respective
         business of the Guarantors and as customers of the Bank some or all of
         the Guarantors have obtained or may hereafter obtain banking
         accommodation from the Bank or incur liabilities to the Bank.

B.       It is possible that the Guarantors or any one or more of them will in
         the future acquire the whole of the issued capital or the whole of the
         issued ordinary capital of other companies (hereinafter called "other
         Companies") which other Companies may or may not together with the
         Guarantors or any of them or with each other become mutually interested
         or concerned in the respective businesses of the Guarantors.

C.       It is contemplated that the other Companies will become customers of
         the Bank and that some or all of them may seek and obtain banking
         accommodation from the Bank or incur liabilities to the Bank.

D.       It is for the mutual benefit of the Guarantors and the other Companies
         that the respective debts or liabilities to the Bank of those of the
         Guarantors and the other Companies who for the time being are or may be
         customers of the Bank and as such indebted to the Bank should be
         secured to the Bank by the mutual guarantees of each other.

IN CONSIDERATION of the Bank at the request of the Guarantors making loans and
advances or providing banking accommodation to all or any one or more of the
Guarantors and the other Companies whether alone or jointly or in conjunction
with any other person and/or in consideration of the Bank forbearing to enforce
immediate payment of the moneys (if any) now due and owing by all or any one or
more of the Guarantors to the Bank each of the Guarantors jointly and severally
agree with and guarantee to and indemnify the Bank and shall keep the Bank
indemnified as follows:-

1.       Each of the Guarantors will pay to the Bank on demand (whether any of
         the Guarantors or the other companies is then in default or not) the
         moneys hereby secured.

2.       Each Guarantor indemnities the Bank against:-

         (a)      any loss the Bank may suffer by reason of any other of the
                  Guarantors being an infant or an incorporated or
                  unincorporated body or a committee or a trustee or other
                  person acting in a fiduciary or representative capacity having
                  exceeded his powers or being incompetent to borrow, to
                  otherwise raise funds, or to incur any other liability or
                  obligation to the Bank;

         (b)      any loss the Bank may suffer by reason of any other of the
                  Guarantors becoming bankrupt, going into liquidation, being
                  placed under official management or making any arrangement,
                  assignment or composition (including any amount paid to the
                  Bank which the Bank may subsequently be obliged to pay out on
                  the ground that the payment of such amount to the Bank was a
                  preference) and including the amount of any interest (whether
                  capitalised or current) which does not accrue from the date of
                  such bankruptcy, liquidation, arrangement, assignment or
                  composition and/or is not recoverable by reason of the
                  happening of such event and which would otherwise have accrued
                  and have been recoverable from a Guarantor under the preceding


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                  provisions of this Guarantee, AND it is agreed that in order
                  to secure the indemnity contained in this paragraph (b) the
                  Bank may retain any securities held by it for a period of 7
                  months from the date of any such event, or the date when the
                  moneys hereby secured are paid in full, whichever date shall
                  be the later;

         (c)      all costs, charges and expenses which, in the event of the
                  insolvency, bankruptcy, liquidation or official management of
                  or arrangement, assignment or composition by a Guarantor are
                  incurred by the Bank in defending or commencing any action by
                  or against any official receiver or trustee in bankruptcy,
                  receiver or liquidator or official manager of the Guarantor
                  which in the event of any such action being determined in
                  favour of the Bank would result in either the Guarantor being
                  entitled to demand from the Bank all or part of the moneys
                  already paid to the Bank as aforesaid or the liability of a
                  Guarantor under this Guarantee being reduced or discharged;
                  and

         (d)      all other costs, charges and expenses included in the
                  expression "the moneys hereby secured".


3.       (i)      This Guarantee is to be security for the whole of the moneys
                  and other liabilities which the Guarantors under Clauses 1 and
                  2 hereof are liable to pay but (subject to sub-clause (ii) of
                  this clause) the Guarantors and the other Companies shall not,
                  subject to Clause 4 hereof, be compelled to pay any amount
                  exceeding an amount (hereinafter called "the limit of the
                  guarantee") being the aggregate of:-

                  (a)      the basic liability set out in Item 2 of the
                           Schedule, and

                  (b)      a sum equivalent to one year's interest on the basic
                           liability calculated at the rate or, if more than one
                           rate, at the highest rate payable by a Guarantor at
                           the date of service of demand upon the Guarantor, and

                  (c)      a sum equivalent to the amount of any bank charges
                           and any other charges, costs and expenses payable
                           under Clauses 1 and 2 hereof PROVIDED THAT such sum
                           shall be limited to a sum equivalent to the whole of
                           such bank charges, other charges, costs and expenses
                           which have become payable under Clauses 1 and 2
                           hereof from a date twelve months prior to the date
                           upon which demand is made upon the Guarantors.

         (ii)     If no sum appears in Item 2 of the Schedule, or if the words
                  `unlimited as to amount' (or words to like effect) appear
                  therein, then the liability of the Guarantors hereunder shall
                  be unlimited as to amount.

4.       From the date of demand upon a Guarantor hereunder until the date of
         payment to the Bank, the Guarantors will also pay:-

         (a)      all bank charges, other charges, costs and expenses of the
                  type referred to in Clauses 1 and 2 hereof incurred during
                  that period;

         (b)      interest on the total of such bank charges, other charges,
                  costs and expenses; and

         (c)      interest on the total amount for which the Guarantor is liable
                  under Clauses 1 and 2 hereof, as limited by Clause 3 hereof.

         Such interest will be calculated in the manner and at the rate or rates
         determined by the Bank for the time being, compounded and turned into
         principal accordingly.


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5.       This Guarantee shall be a continuing guarantee and, without limiting
         the generality of the foregoing shall not be affected by:-

         (a)      any change whatsoever which may take place in the legal
                  capacity or in the legal rights or obligations of a Guarantor
                  or the other Companies;

         (b)      the fact that a Guarantor or the other Companies shall be a
                  trustee, nominee, partnership, firm, joint holder or joint
                  venturer;

         (c)      if a Guarantor is a firm or partnership, any changes which may
                  from time to time take place in the partners thereof, whether
                  by death or retirement of any partner or partners or the
                  admission of any new partner or partners or otherwise
                  howsoever, and notwithstanding that the firm or partnership no
                  longer carries on business, and it is agreed that this
                  Guarantee shall be binding on the Guarantors notwithstanding
                  that a Guarantor is not, or having once been a member of such
                  firm or partnership is no longer a member thereof;

         (d)      if the Guarantors are partners, any changes which may from
                  time to time take place in the partnership, whether by death
                  or retirement of any partner or partners, or the admission of
                  any new partner or partners, or otherwise howsoever and
                  notwithstanding that the firm no longer carries on business,
                  and it is agreed that all persons signing this Guarantee shall
                  continue to be liable hereunder and in addition that the
                  assets of such partnership or firm from time to time shall be
                  available to meet the obligations of the Guarantors hereunder;

         (e)      the Bank recovering judgment against a Guarantor;

         (f)      the Bank holding or taking any other security for the moneys
                  hereby secured;

         (g)      the Bank abandoning or releasing, wholly or partially, or
                  exchanging, varying, giving up or in any way dealing with any
                  security which it now holds or may hereafter hold to secure
                  the moneys hereby secured;

         (h)      the Bank granting time or other indulgence, compounding or
                  compromising with or releasing a Guarantor or any person
                  whatsoever (including any person in any way liable jointly or
                  in conjunction with a Guarantor or severally) in respect of
                  any liability to the Bank;

         (i)      any security held or taken by the Bank in relation to the
                  indebtedness of a Guarantor being void, defective or informal:

         (j)      the Bank receiving any dividends in or upon the estate or
                  assets of a Guarantor or any other person whatsoever
                  (including any person in any way liable jointly or in
                  Conjunction with a Guarantor or severally) in respect of any
                  liability to the Bank;

         (k)      the payment of any sum or sums into the account of a Guarantor
                  at any time whilst the Bank provides loans advances or other
                  banking accommodation to a Guarantor;


         (l)      the death, lunacy, bankruptcy or official management
                  liquidation of or any arrangement, assignment or composition
                  by a Guarantor;


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<PAGE>   12

         (m)      the Bank increasing or otherwise varying the limit of loans,
                  advances and banking accommodation to a Guarantor or any other
                  person (including increasing such limit in excess of the basic
                  liability) or otherwise amending or varying or agreeing to the
                  amendment or variation of the arrangement now or from time to
                  time hereafter in force between the Bank and a Guarantor or
                  any other person or replacing the same with new arrangements
                  and transacting any business with for or on account of a
                  Guarantor or any other person in its absolute discretion and
                  without the consent of the Guarantors being necessary;

         (n)      the fact that the moneys hereby secured may not be or may
                  cease to be recoverable from a Guarantor or any person liable
                  in respect thereof for any reason other than that the same
                  have been paid.

6.       The Bank may enforce this Guarantee against a Guarantor notwithstanding
         that any bills or other instruments or any liability of a Guarantor
         covered by it may be in circulation, outstanding or not then due and
         payable.

7.       Whilst any moneys or other liabilities are owing or outstanding from a
         Guarantor to the Bank (whether or not a Guarantor is liable hereunder
         to make payment to the Bank in respect thereof) the Guarantors will not
         in any way claim the benefit or seek the transfer of any security or
         any part thereof, and generally waive in favour of the Bank all rights
         against the Bank and the other Companies and any other person, estates
         and assets including rights of subrogation, contribution and
         marshalling. Each Guarantor further undertakes to the Bank that, whilst
         any moneys or other liabilities are owing or outstanding from a
         Guarantor to the Bank, it will not prove in the liquidation or
         bankruptcy of any other Guarantor with respect to any amounts owing to
         it by that other Guarantor on any account whatsoever.

8.       A Guarantor may determine this Guarantee as to further liability by:-

         (a)      giving written notice of his desire to determine his liability
                  under this Guarantee at each Branch of the Bank where any of
                  the Guarantors conduct an account; and

         (b)      making payment in full of an amount equal to the moneys hereby
                  secured at the time of delivery of such notice (having regard
                  in particular to the operation of paragraphs (f) and (g) of
                  the definition of "the moneys hereby secured") up to the limit
                  of the guarantee, or provision for such payment.

9.       All moneys received by the Bank from or on account of the Guarantors
         and the other Companies or any of them (including any dividends upon
         the bankruptcy or liquidation of or any arrangement, assignment or
         composition by any one or more of the Guarantors and the other
         Companies or any of them) or from any other person or from the
         realisation or enforcement of any security capable of being applied by
         the Bank in reduction of the moneys hereby secured shall be regarded
         for all purposes as payments in gross, without any right on the part of
         any of the Guarantors to stand in the place of the Bank or claim the
         benefit of any moneys so received, until the Guarantors have paid the
         moneys hereby secured and so that in the event of any one or more of
         the Guarantors becoming bankrupt or making any arrangement, assignment
         or composition or going into liquidation the Bank shall be entitled to
         prove for the moneys hereby secured up to the limit of the Guarantee.

10.      In the event of the insolvency, bankruptcy, official management or
         liquidation of or arrangement, assignment or composition by any of the
         Guarantors and the other Companies the Bank is authorised by the
         Guarantors and the other Companies to prove for all moneys which the
         Guarantors and the other Companies shall have paid hereunder and to
         retain and to carry to a suspense account and appropriate at the Bank's
         discretion any dividends


                                       12
<PAGE>   13

         received until the Bank has, with the aid thereof, been paid the moneys
         hereby secured in full.

11.      This Guarantee and the Bank's rights and remedies hereunder shall not
         merge or prejudicially affect nor be merged in or prejudicially
         affected by any other security or securities now held or which may
         hereafter be held by the Bank but the Bank's rights and remedies under
         this Guarantee and any other security as aforesaid shall co-exist
         notwithstanding any rule of law or equity to the contrary. This
         Guarantee shall be in addition to every such other security. Nothing
         herein contained or implied shall merge the remedy of the Bank on any
         negotiable instrument or for money lent or for money paid or otherwise
         on simple contract.

12.      Where this Guarantee is given by a Guarantor as trustee of the trust
         shortly described in Item 3 of the Schedule, the liability of a
         Guarantor hereunder shall extend to him personally and to him as such
         trustee, and each Guarantor warrants that all of the powers and
         discretions conferred on him as such trustee are at the date hereof
         capable of being validly exercised by him and that the same have not
         been varied or revoked and that the same empower and permit a Guarantor
         to execute this Guarantee as trustee and that a Guarantor is entitled
         to be indemnified out of the trust estate for the liabilities and
         obligations assumed by him hereunder.

13.      ANY notice or certificate to be given to or demand to be made upon a
         Guarantor or any appointment to be made by or on behalf of the Bank
         hereunder shall be deemed to be duly given or made if the same be in
         writing and be signed by any person purporting to be any class of
         Manager or Accountant for the time being of the Bank and if the same be
         left at or sent through the post in a prepaid letter addressed to a
         Guarantor at the usual place of abode or business of the Guarantor in
         the said State or elsewhere last known as such to the person signing
         such notice, certificate or demand or delivered personally to a
         Guarantor and any such mode of service shall in all respects be valid
         and effectual notwithstanding that at the date of such service a
         Guarantor may be lunatic, dead, bankrupt or have assigned his estate or
         be absent from the said State, or being a company it should be in
         receivership or liquidation, whether voluntary or compulsory, and
         notwithstanding any other matter or event whatsoever. Any such notice,
         certificate or demand if sent through the post as aforesaid shall be
         deemed to have been received by a Guarantor at the time when the letter
         containing such notice, certificate or demand would in the ordinary
         course of post have been delivered.

14.      For the purposes of this Guarantee a certificate stating all or any of
         the following -

         (i)      the amount of the moneys hereby secured or any part thereof
         (ii)     that such an amount falls within a particular paragraph or
                  sub-paragraph of the definition of the moneys hereby secured;
         (iii)    that such an amount is owing or payable to the Bank by a
                  Guarantor or any other person whose indebtedness to the Bank
                  is intended to be hereby secured;
         (iv)     that the Bank is entitled to payment thereof on demand,

         given to a Guarantor by or on behalf of the Bank is conclusive evidence
         of the truth of its contents and binding on a Guarantor.

15.      This Guarantee is to remain the property of the Bank after the
         liability hereunder has ceased.

16.      (a)      A Guarantor shall be liable to the Bank hereunder
                  notwithstanding that any one or more of the persons intended
                  to be a guarantor in respect of all or any of the


                                       13
<PAGE>   14

                  obligations intended to be hereby guaranteed shall refuse or
                  fail to sign or execute this or any other document in respect
                  thereof and notwithstanding that any purported execution
                  hereof shall be in any way irregular defective or informal.

         (b)      In the event that the expression "Guarantor" includes more
                  than one person and the liability of any one or more of such
                  persons hereunder is discharged by any principle of law or
                  equity the other person or persons included in the expression
                  "Guarantor" shall continue to be bound by this Guarantee.

17.      Any existing or future moratorium legislation or regulations shall have
         no application to this Guarantee or the moneys hereby secured and such
         legislation and regulations are hereby expressly excluded therefrom to
         the full extent permitted by law.

18.      Except to the extent that such interpretation may be excluded by or be
         repugnant to the context when herein used:

         "the Bank" includes its assigns;

         "this Guarantee" means this Guarantee and Indemnity;

         "the moneys hereby secured" means all moneys and amounts now or at any
         time hereafter falling within one or more of the following
         descriptions:

         (a)      moneys owing or remaining unpaid to the Bank in any manner or
                  on any account whatsoever by one or more of the Guarantors and
                  the other Companies. whether alone or jointly with any other
                  person and whether as principal or surety;

         (b)      moneys which the Bank, whether requested so to do or not, has
                  advanced or paid or become liable to pay to or for or on
                  behalf of one or more of the Guarantors and the other
                  Companies;

         (c)      the amount of any orders, drafts, cheques, promissory notes,
                  bills of exchange and other instruments in respect of which
                  any one or more of the Guarantors or any of the other
                  Companies is or may become liable in any manner whatsoever and
                  which -

                  (i)      have been accepted, endorsed, discounted or paid by
                           the Bank for or on behalf of or at the express or
                           implied request of any one or more of the Guarantors
                           or any of the other Companies; or

                  (ii)     are held by the Bank as a result of any other
                           transaction entered into by the Bank for or on behalf
                           of or at the express or implied request of any one or
                           more of the Guarantors or any of the other Companies,

                  whether they have matured or not;

         (d)      moneys payable for stamp duties (including any credit or
                  rental business duty and loan instruments duty and any like
                  duty paid or payable by the Bank on or in respect of any loan
                  or advances or banking accommodation provided or to be
                  provided to or at the request of any one or more of the
                  Guarantors or any of the other Companies) and for discounts,
                  postages, commissions, charges, exchanges, re-exchanges and
                  expenses according to the usage and course of business of the
                  Bank from time to time;


                                       14
<PAGE>   15

         (e)      the amount of any costs, charges, expenses and liabilities of
                  any description incurred by the Bank -

                  (i)      in or about the preparation, execution, or stamping
                           of this Guarantee;
                  (ii)     under this Guarantee or any document executed by a
                           Guarantor or any of the other Companies in pursuance
                           hereof or any other security or document, whether of
                           further assurance or otherwise, given by a Guarantor
                           or any of the other Companies to the Bank;
                  (iii)    in the exercise or enforcement or attempted exercise
                           or enforcement of any power or remedy hereunder or
                           thereunder or which the Bank has or is entitled to
                           for any reason against a Guarantor or any of the
                           other Companies,

                  including the amount of any costs, charges, expenses and
                  liabilities not previously mentioned in this paragraph but
                  incurred by the Bank and also the amount of any charges and
                  disbursements for legal advice and assistance to the Bank as
                  between solicitor and client;

         (f)      moneys and amounts which -

                  (i)      are presently owing and payable;
                  (ii)     are owing but not presently payable;
                  (iii)    are owing upon a contingency;
                  (iv)     may become owing or for which the Bank may become
                           liable by reason wholly or partly of past events or
                           by reason of anything done or omitted by the Bank or
                           a Guarantor or any of the other Companies;
                  (v)      may reasonably foreseeably become owing on any
                           account or in any manner whatsoever by reason of the
                           relation of banker and customer or by operation of
                           law or equity or otherwise by reason of anything done
                           by the Bank with the consent or at the express or
                           implied request of a Guarantor or any of the other
                           Companies,

                  all such moneys and amounts being due or becoming due or to
                  become due or which may become due as mentioned in this
                  paragraph by a Guarantor or any of the other Companies to the
                  Bank;

         (g)      moneys and amounts referred to in other clauses of this
                  Guarantee as being added to or otherwise as forming part of
                  the moneys hereby secured;

         (h)      interest due or accruing under clauses 3 and 4 or turned into
                  principal thereunder,

         AND it is agreed and specifically acknowledged that -

         (A)      in this definition each reference to a Guarantor includes a
                  reference (where the context so permits) to any other person
                  whose indebtedness to the Bank is intended to be hereby
                  secured; and

         (B)      the aforesaid Guarantee and Indemnity extend and apply to and
                  in relation to each and


                                       15
<PAGE>   16

                  every item referred to in each paragraph and sub-paragraph of
                  this definition.

         "person" shall include a firm or partnership, a committee, or any
         incorporated or unincorporated body;

Words importing the singular shall include the plural and words importing the
masculine gender shall include every other gender.

19.      The Guarantors and the other Companies agree and acknowledge that:

         (a)      this Guarantee is not executed in consequence of any
                  representation, promise or statement by the Bank, or anyone on
                  behalf of the Bank, other than any representation, promise or
                  statement expressly or by implication contained in this
                  Guarantee, and that this Guarantee is not entered into upon or
                  subject to any condition not herein expressed or implied, and

         (b)      no person has any authority to add to, contradict or vary the
                  terms of this Guarantee, or to waive any of its provisions,
                  otherwise than by an instrument executed by the Bank by its
                  duly appointed attorney.

20.      (a)      Immediately after the Guarantors or any one or more of them
                  acquires all of the issued capital in one of the other
                  Companies (the date of such acquisition referred to as the
                  "Acquisition Date") the Guarantors or any one or more of them
                  shall give notice thereof to the Bank and if so required by
                  the Bank shall procure that the other Company shall join in
                  this Guarantee so as to become a Guarantor on the terms and
                  conditions set out in sub-clause 20(b).

         (b)      Another Company may join in this Guarantee by executing this
                  Guarantee in the space provided hereafter after the heading
                  "New Guarantors" after the words `This Company in
                  consideration of the payment of the sum of $1.00 by the Bank
                  to the Company receipt of which is hereby acknowledged hereby
                  joins in this Guarantee dated the day of 19 `or other words to
                  a similar effect whereupon the other Company shall become a
                  Guarantor and its rights and obligations and the restrictions
                  imposed upon it hereunder shall be the same in all respects as
                  if the other Company had joined in this Guarantee as a
                  Guarantor as from the date of this Guarantee and the rights
                  and obligations and the restrictions imposed upon the other
                  Guarantors shall be the same in all respects as if the other
                  Company had joined in this Guarantee as from the date of this
                  Guarantee save in each case that none of the other Guarantors
                  shall have a right of contribution against the other Company
                  in relation to sums paid by such other Guarantor prior to the
                  Acquisition Date.

         (c)      The Bank shall forthwith give notice in writing (at any of the
                  addresses herein specified for the making of a demand on the
                  Guarantors and the new Guarantors) of the joining in this
                  Guarantee of any of the other Companies.

"WARNING: This is an important document which makes the Guarantors fully and
separately responsible for all obligations of all types now or hereafter owing
to the Bank, whether alone or jointly or jointly and severally with any other
person and whether or not the Guarantors have been informed about the size or
type of those obligations. Any mortgage or other security which the Guarantors
have given or hereafter give to the Bank in relation to their own affairs might
very well apply to any moneys due by the Guarantors under this document.


                                       16
<PAGE>   17

Dated this                         day of                                  1999.



THE COMMON SEAL of B.C.E. HOLDINGS         )
---------------    ---------------
PTY LIMITED is affixed in accordance with  )
-----------
its Constitution in the presence of:       )



-------------------------------------      -------------------------------------
Signature of authorised person             Signature of authorised person


-------------------------------------      -------------------------------------
Office held                                Office held


-------------------------------------      -------------------------------------
Name of authorised person                  Name of authorised person
(Block letters)                            (Block letters)




THE COMMON SEAL of CONTINENTAL                  )
---------------    -----------
CONVEYOR & EQUIPMENT PTY LIMITED                )
--------------------------------
is affixed in accordance with its Constitution  )
in the presence of:                             )



-------------------------------------      -------------------------------------
Signature of authorised person             Signature of authorised person


-------------------------------------      -------------------------------------
Office held                                Office held


-------------------------------------      -------------------------------------
Name of authorised person                  Name of authorised person
(Block letters)                            (Block letters)


                                       17
<PAGE>   18

THE COMMON SEAL of CONTINENTAL              )
---------------    -----------
ACE SERVICES PTY LIMITED  is affixed        )
------------------------
in accordance with its Constitution in the  )
presence of:                                )



-------------------------------------      -------------------------------------
Signature of authorised person             Signature of authorised person


-------------------------------------      -------------------------------------
Office held                                Office held


-------------------------------------      -------------------------------------
Name of authorised person                  Name of authorised person
(Block letters)                            (Block letters)




THE COMMON SEAL of CONTINENTAL             )
---------------    -----------
ACE CONVEYORS COMPONENTS PTY               )
----------------------------
LIMITED is affixed in accordance with its  )
-------
Constitution in the presence of:           )



-------------------------------------      -------------------------------------
Signature of authorised person             Signature of authorised person


-------------------------------------      -------------------------------------
Office held                                Office held


-------------------------------------      -------------------------------------
Name of authorised person                  Name of authorised person
(Block letters)                            (Block letters)


                                       18
<PAGE>   19

THE COMMON SEAL of CONTINENTAL             )
---------------    -----------
ACE PTY LIMITED is affixed in accordance   )
---------------
with its Constitution in the presence of:  )



-------------------------------------      -------------------------------------
Signature of authorised person             Signature of authorised person


-------------------------------------      -------------------------------------
Office held                                Office held


-------------------------------------      -------------------------------------
Name of authorised person                  Name of authorised person
(Block letters)                            (Block letters)



THE COMMON SEAL of CONTINENTAL                  )
---------------    -----------
CONTROL SYSTEMS PTY LIMITED is                  )
---------------------------
affixed in accordance with its Constitution in  )
the presence of:                                )



-------------------------------------      -------------------------------------
Signature of authorised person             Signature of authorised person


-------------------------------------      -------------------------------------
Office held                                Office held


-------------------------------------      -------------------------------------
Name of authorised person                  Name of authorised person
(Block letters)                            (Block letters)


                                       19
<PAGE>   20

THE COMMON SEAL of A CRANE PTY              )
---------------    -----------
LIMITED  is affixed in accordance with its  )
-------
Constitution in the presence of:            )



-------------------------------------      -------------------------------------
Signature of authorised person             Signature of authorised person


-------------------------------------      -------------------------------------
Office held                                Office held


-------------------------------------      -------------------------------------
Name of authorised person                  Name of authorised person
(Block letters)                            (Block letters)




THE COMMON SEAL of CONTINENTAL           )
---------------    -----------
MECO PTY LIMITED is affixed in           )
----------------
accordance with its Constitution in the  )
presence of:                             )



-------------------------------------      -------------------------------------
Signature of authorised person             Signature of authorised person


-------------------------------------      -------------------------------------
Office held                                Office held


-------------------------------------      -------------------------------------
Name of authorised person                  Name of authorised person
(Block letters)                            (Block letters)


                                 NEW GUARANTORS

This Company hereby  joins in this Guarantee dated the                 day of
           19    .



Dated this                          day of                             19    .



                                       20
<PAGE>   21
Ref:       PGW.

19 July, 1999


The Directors.
B.C.E.  Holdings Pty Limited.
Level 2, 40 Mann Street,
GOSFORD. N.S.W. 2250.


Dear Sirs,

CAPPED RATE BILL FACILITY

The Bank offers to provide to you a Capped Rate Bill Facility ("Facility") upon
the terms and conditions contained in the attached Bill Facility - Letter of
Offer ("Letter of Offer") dated 19th July, 1999, and this letter. This letter
supplements and should be read in conjunction with the Letter of Offer. Terms
defined in the Letter of Offer have the same meaning when used in this letter
unless the context otherwise requires and, in the event of inconsistency between
a provision of this letter and a provision of the Letter of Offer, the provision
in this letter prevails to the extent of that inconsistency.

DESCRIPTION OF THE FACILITY

The Facility is a floating rate bill facility under which, on each Drawdown Date
(as defined below), the Bank will accept Bills drawn and presented by you in
accordance with this letter and the Letter of Offer and discount the Bills at a
rate which is the lower of either:

(a)      the Drawdown Rate (as defined below) prevailing on the Drawdown Date,
         or

(b)      the Cap Rate (as defined below).

The following terms and conditions are applicable to the Facility.

1.       FACILITY AMOUNT: The amount set out at Item 4 of the Schedule to the
         Letter of Offer.

2.       FACILITY TERM: The Facility will commence on the Commencement Date
         specified at Item 6 of the Schedule to the Letter of Offer and expire
         on or about the date specified at Item 5 of the Schedule to the Letter
         of Offer. The Expiry Date is approximate only as the Bank will need to
         make some adjustment to conform with market requirements. However, the
         Expiry Date will be within 10 days of the selected date.

3.       CAP RATE: 4.00 per centum per annum.

4.       DRAWDOWN RATE: The Drawdown Rate means in respect of any day the rate
         of discount specified by the Bank in its discretion as the usual rate
         at which the Bank is prepared to


                                       21
<PAGE>   22

         purchase bills of exchange accepted by itself on that day which have a
         term and aggregate face amount matching the term and aggregate face
         amount of any Bills to be discounted on that day under this Facility.
         The Drawdown Rate is a floating rate (expressed as a per centum per
         annum yield to maturity) that varies from time to time.

         Subject to the terms of the Facility, on each Drawdown Date, Bills will
         be discounted at the Drawdown Rate prevailing on that date unless the
         Drawdown Rate exceeds the Cap Rate in which case Bills will be
         discounted at the Cap Rate.

5.       DRAWDOWN DATES AND DRAWDOWN ADVICE: The Drawdown Dates are the dates on
         which Bills drawn pursuant to the Facility are discounted. Following
         the commencement of this Facility, the Bank will provide you with a
         letter listing the Drawdown Dates for the Facility ("Drawdown Advice").
         The approximate period between each Drawdown Date will be 90 days.

6.       BILL REQUIREMENTS: Bills drawn under this Facility for acceptance and
         discount on a Drawdown Date should:

         (i)      be available to the Bank at least 5 Business Days before the
                  relevant Drawdown Date.

         (ii)     be drawn to mature on the next succeeding Drawdown Date or, if
                  there is no further Drawdown Date, on the Expiry Date.

         (iii)    have a face amount of $10,000.00 or an integral multiple
                  thereof and an aggregate face amount of at least $100,000.00
                  (see point 8 below).

         IMPORTANT NOTICE: If Bills are not drawn in accordance with this point
         6 or are not available to the Bank by the time referred to in point 6
         (i) ("Non-conforming Bills"), the Bank may, in its absolute discretion,
         either:

                  (a)      accept any Non-conforming Bills and discount the same
                           at the Drawdown Rate prevailing when the
                           Non-conforming Bills are presented whether or not the
                           Drawdown Rate is higher than the Cap Rate, or

                  (b)      accept any Non-conforming Bills but decline to
                           discount same.


7.       CAP PREMIUM: You must pay the bank a Cap Premium of $14,936-00 in total
         in respect of the Facility. The Cap Premium is payable by installments
         on each Drawdown Date. The amount of each installment is $3,734-00. The
         Bank may debit each installment of the Cap Premium from your account
         specified below:

                  Account Title:  Continental Ace Pty Limited.
                  Account Number:
                  Branch:         Maitland. N.S.W.

         IMPORTANT NOTICE: If you fail to pay any installment of the Cap Premium
         by the date that installment is due then, without affecting the Bank's
         other rights arising from failure to pay


                                       22
<PAGE>   23

         any amount under this Facility, the balance of the Cap Premium shall
         become immediately due and payable by you and may be debited by the
         Bank from your account specified above.

8.       PARTIAL DRAWDOWNS: You are not obliged to fully draw the Facility,
         however, partial drawdowns will be permitted only if the aggregate face
         amount of bills drawn is at least $100,000.00 or an integral multiple
         of $10,000.00 thereafter.

Please signify your acceptance of the above terms and conditions by signing the
copy of this letter where indicated.

Yours faithfully

John Incher,
Business Banking Manager



--------------------------------------------------------------------------------
I/WE CONFIRM OUR ACCEPTANCE OF THE ABOVE TERMS AND CONDITIONS.


-------------------------------------      -------------------------------------
Signed                                     Signed


-------------------------------------      -------------------------------------
Name                                       Name


-------------------------------------      -------------------------------------
Date                                       Date


                                       23
<PAGE>   24
Ref:       PGW.

19 July, 1999

The Directors.
B.C.E.  Holdings Pty Limited.
Level 2, 40 Mann Street,
GOSFORD. N.S.W. 2250.


Dear Sirs,

CAPPED RATE BILL FACILITY

The Bank offers to provide to you a Capped Rate Bill Facility ("Facility") upon
the terms and conditions contained in the attached Bill Facility - Letter of
Offer ("Letter of Offer") dated 19th July, 1999, and this letter. This letter
supplements and should be read in conjunction with the Letter of Offer. Terms
defined in the Letter of Offer have the same meaning when used in this letter
unless the context otherwise requires and, in the event of inconsistency between
a provision of this letter and a provision of the Letter of Offer, the provision
in this letter prevails to the extent of that inconsistency.

DESCRIPTION OF THE FACILITY

The Facility is a floating rate bill facility under which, on each Drawdown Date
(as defined below), the Bank will accept Bills drawn and presented by you in
accordance with this letter and the Letter of Offer and discount the Bills at a
rate which is the lower of either:

(a)      the Drawdown Rate (as defined below) prevailing on the Drawdown Date,
         or

(b)      the Cap Rate (as defined below).

The following terms and conditions are applicable to the Facility.

1.       FACILITY AMOUNT: The amount set out at Item 4 of the Schedule to the
         Letter of Offer.

2.       FACILITY TERM: The Facility will commence on the Commencement Date
         specified at Item 6 of the Schedule to the Letter of Offer and expire
         on or about the date specified at Item 5 of the Schedule to the Letter
         of Offer. The Expiry Date is approximate only as the Bank will need to
         make some adjustment to conform with market requirements. However, the
         Expiry Date will be within 10 days of the selected date.

3.       CAP RATE: 4.00 per centum per annum.

4.       DRAWDOWN RATE: The Drawdown Rate means in respect of any day the rate
         of discount specified by the Bank in its discretion as the usual rate
         at which the Bank is prepared to


                                       24
<PAGE>   25
         purchase bills of exchange accepted by itself on that day which have a
         term and aggregate face amount matching the term and aggregate face
         amount of any Bills to be discounted on that day under this Facility.
         The Drawdown Rate is a floating rate (expressed as a per centum per
         annum yield to maturity) that varies from time to time.

         Subject to the terms of the Facility, on each Drawdown Date, Bills will
         be discounted at the Drawdown Rate prevailing on that date unless the
         Drawdown Rate exceeds the Cap Rate in which case Bills will be
         discounted at the Cap Rate.

5.       DRAWDOWN DATES AND DRAWDOWN ADVICE: The Drawdown Dates are the dates on
         which Bills drawn pursuant to the Facility are discounted. Following
         the commencement of this Facility, the Bank will provide you with a
         letter listing the Drawdown Dates for the Facility ("Drawdown Advice").
         The approximate period between each Drawdown Date will be 90 days.

6.       BILL REQUIREMENTS: Bills drawn under this Facility for acceptance and
         discount on a Drawdown Date should:

         (i)      be available to the Bank at least 5 Business Days before the
                  relevant Drawdown Date.

         (ii)     be drawn to mature on the next succeeding Drawdown Date or, if
                  there is no further Drawdown Date, on the Expiry Date.

         (iii)    have a face amount of $10,000.00 or an integral multiple
                  thereof and an aggregate face amount of at least $100,000.00
                  (see point 8 below).

         IMPORTANT NOTICE: If Bills are not drawn in accordance with this point
         6 or are not available to the Bank by the time referred to in point 6
         (i) ("Non-conforming Bills"), the Bank may, in its absolute discretion,
         either:

                  (a)      accept any Non-conforming Bills and discount the same
                           at the Drawdown Rate prevailing when the
                           Non-conforming Bills are presented whether or not the
                           Drawdown Rate is higher than the Cap Rate, or

                  (b)      accept any Non-conforming Bills but decline to
                           discount same.


7.       CAP PREMIUM: You must pay the bank a Cap Premium of $43,704.00 in total
         in respect of the Facility. The Cap Premium is payable by installments
         on each Drawdown Date. The amount of each installment is $10,926.00.
         The Bank may debit each installment of the Cap Premium from your
         account specified below:

                  Account Title:  Continental Ace Pty Limited.
                  Account Number:
                  Branch:         Maitland. N.S.W.

         IMPORTANT NOTICE: If you fail to pay any installment of the Cap Premium
         by the date that installment is due then, without affecting the Bank's
         other rights arising from failure to pay


                                       25
<PAGE>   26

         any amount under this Facility, the balance of the Cap Premium shall
         become immediately due and payable by you and may be debited by the
         Bank from your account specified above.

8.       PARTIAL DRAWDOWNS: You are not obliged to fully draw the Facility,
         however, partial drawdowns will be permitted only if the aggregate face
         amount of bills drawn is at least $100,000.00 or an integral multiple
         of $10,000.00 thereafter.

Please signify your acceptance of the above terms and conditions by signing the
copy of this letter where indicated.

Yours faithfully

John Incher,
Business Banking Manager



--------------------------------------------------------------------------------
I/WE CONFIRM OUR ACCEPTANCE OF THE ABOVE TERMS AND CONDITIONS.


-------------------------------------      -------------------------------------
Signed                                     Signed


-------------------------------------      -------------------------------------
Name                                       Name


-------------------------------------      -------------------------------------
Date                                       Date


                                       26
<PAGE>   27

                                                 BILL FACILITY - LETTER OF OFFER


Maitland Business Banking Centre        Branch             Date  19th July, 1999
--------------------------------                               -----------------


(Name and Address of Customer)      B.C.E. Holdings Pty Limited  ACN 003525988,
                                ------------------------------------------------

Level 2, 40 Mann Street, GOSFORD, NSW 2250
--------------------------------------------------------------------------------


Dear Sirs:

National Australia Bank Limited whose principal office in the State set out in
item 1 of the Schedule is set out in item 2 of the Schedule ("the Bank") hereby
offers to provide to the Drawer a bill acceptance facility not exceeding the
aggregate amount set out in item 4 of the Schedule or such other amount as may
hereafter be agreed upon by the parties in writing ("the Limit") upon the
following terms and conditions:--

1.       In this Letter unless the context otherwise requires:--

         "Letter" means this Letter as the same may stand amended, varied or
         added to from time to time.

         "Availability Period" means the period during which the Drawer may draw
         Bills and require the Bank to accept the same in accordance with this
         Letter commencing on the Commencement Date and ending on the date set
         out in item 5 of the Schedule or such later date as the parties hereto
         shall agree upon in writing.

         "Bills and Bills" has the meaning assigned to the expression "Bill of
         Exchange" by the Bills of Exchange Act 1909 of the Commonwealth of
         Australia and shall mean any Bill drawn and accepted pursuant to this
         Letter of Offer. Any reference in this letter to the drawing,
         accepting, or other dealings of or with a Bill of Exchange shall have
         the meaning ascribed thereto in that Act and shall also mean drawing or
         accepting a Bill of Exchange by means of a facsimile signature.

         "Business Day" means any day on which trading banks are open for
         business in the place set out in item 1 of the Schedule.

         "Commencement Date" means the date as set out in item 6 of the
         Schedule.

         "Drawer" means the person set out in item 3 of the Schedule, and
         includes his successors and permitted assigns.

         "Event of Default" means an event under clause 17.

         "Expiry Date" means the last day of the Availability Period.

         "Facility" means the bill acceptance facility up to the Limit to be
         provided by the Bank to the Drawer.

         "Maturity Date" means the maturity date of each Bill drawn and accepted
         pursuant to this Letter.

         A reference in this Letter to any Act of Parliament or to any section
         or provision thereof shall be read as though the words "or any
         statutory provision substituted therefor" were added to such a
         reference. A reference in this Letter to a natural person shall include
         his legal personal representatives.

         Anything to be done, or which may be done, by the Drawer under this
         Letter may be done for or on behalf of the Drawer by a duly appointed
         and authorised attorney.

         Words denoting the singular number shall include the plural and vice
         versa.

         Words denoting natural persons only shall include corporations and vice
         versa, and words


                                       27
<PAGE>   28

         denoting the masculine gender shall include every other gender.

2.       Where the Drawer has appointed the Bank as the attorney of the Drawer
         in connection with this Letter:

         (a)      The Bank is not obliged to comply with any request or
                  direction ("instruction") of the Drawer for the Bank to
                  exercise its power as attorney,

         (b)      The Bank may act on verbal instructions or instructions
                  received by facsimile but may require instructions from the
                  Drawer to be in writing;

         (c)      The Bank will not have any liability (and the Drawer shall
                  indemnify the Bank against any liability) for anything done or
                  omitted to be done by the Bank acting on instructions which
                  purport to be instructions of the Drawer.

3.       Bills drawn by the Drawer during the Availability Period shall be
         accepted by the Bank for the accommodation of the Drawer provided that
         the face value of all Bills so accepted by the Bank and outstanding
         shall not exceed the Limit at any time.

4.       No Bills shall be drawn by the Drawer and the Bank shall have no
         obligation to accept any Bills pursuant to this Letter having a
         Maturity Date later than the Expiry Date.

5.       Bills shall be drawn by the Drawer on the Bank with face values,
         payable on such days to such persons and at such places in Australia as
         the Drawer and the Bank shall agree

6.       The Drawer hereby agrees to observe the several requirements of the
         Bills of Exchange Act 1909 as to anything necessary to be done to
         ensure the validity of any Bills to be drawn or accepted hereunder or
         to attract the benefit of any provisions of that Act.

7.       Within the Availability Period and subject to the provisions of this
         Letter upon the maturity of each Bill drawn and accepted pursuant to
         this Letter the Drawer may draw a replacement Bill having a face value
         no greater than the face value of the maturing Bill which shall be
         accepted by the Bank. Such replacement Bill shall, except with the
         consent of the Bank, be delivered to the Bank at least 5 Business Days
         prior to the Maturity Date of the maturing Bill.

8.       (a)      (i)      Subject to sub-clause (ii) hereof, the Drawer shall
                           pay to the Bank the face value of each Bill on its
                           Maturity Date.

                  (ii)     Where the Bank:--

                           (a)      provides a Bill discounting facility to the
                                    Drawer; and

                           (b)      has agreed to accept a replacement Bill
                                    (pursuant to clause 7), the obligation of
                                    the Drawer to pay to the Bank the face value
                                    of a maturing Bill on its Maturity Date may,
                                    at the discretion of the Bank, be satisfied
                                    by the Bank:--

                           (a)      debiting the face value of the maturing Bill
                                    to an internal suspense account of the Bank;

                           (b)      accepting the replacement Bill;

                           (c)      crediting the discounted proceeds of the
                                    replacement Bill in reduction of the debit
                                    created to the suspense account; and

                           (d)      debiting the account of the Drawer for the
                                    amount of the remaining balance of the debit
                                    to the suspense account.

                  (iii)    The procedure outlined in sub-clause (ii) hereof,
                           shall be adopted for administrative convenience only
                           and shall not prejudice the right of the Bank at any
                           time to require the Drawer to pay to it the face
                           value of any Bill on its Maturity Date.


                                       28
<PAGE>   29

         (b)      The obligations and liabilities of the Drawer hereunder and in
                  relation to each Bill drawn and accepted hereunder shall
                  continue notwithstanding that the Bank is/or becomes the
                  holder of a Bill in its own right on or after its Maturity
                  Date

         (c)      The Bank may pay any Bill on or after its Maturity Date
                  without being under any obligation to enquire as to the title
                  of the person presenting the same for payment.

9.       Upon each Bill being accepted by the Bank the Drawer shall pay to the
         Bank an activation fee being the percentage per annum set out in item 7
         of the Schedule of the face value of the Bill for the term thereof.

10.      Upon each day that the Bank accepts a Bill under the Facility, the
         Drawer shall pay to the Bank a drawdown fee of the amount set out in
         item 8 of the Schedule. The Bank may increase the drawdown fee during
         the Availability Period by giving at least thirty (30) days' notice to
         the Drawer of any such increase.

11.      During the Availability Period the Drawer shall pay to the Bank a
         facility fee being the percentage per annum set out in item 9 of the
         Schedule of the amount of the Facility payable in advance as determined
         by the Bank. The first of such payments shall be made on the
         Commencement Date.

12.      The Drawer shall pay to the Bank on demand the application fee set out
         in item 10 of the Schedule.

13.      The Drawer agrees that the Bank may debit all fees payable by the
         Drawer under or in connection with the Facility to the account set out
         in item 14 of the Schedule.

14.      The obligation of the Bank to accept Bills hereunder shall be subject
         to the Drawer's performance of and compliance with his obligations
         hereunder.

15.      The Drawer represents and warrants to the Bank as follows:--

         (a)      There is no action suit or proceeding pending or to the
                  knowledge of the Drawer (or if the Drawer is a corporation --
                  known to any of its officers) threatened before any Court or
                  Government agency which may result in this Letter or any
                  provision thereof being rendered invalid or unenforceable;

         (b)      The execution and performance of this Letter and the payment
                  of all amounts due under this Letter will not violate any
                  provision of any applicable law or Government directive having
                  the force of law;

         (c)      A legal valid and binding obligation on the Drawer enforceable
                  in accordance with its terms is constituted if and whenever a
                  Bill is accepted by the Bank;

         (d)      Each Bill required to be accepted by the Bank shall be binding
                  on the Drawer and enforceable according to its tenor;

         (e)      If the Drawer is a corporation, the Drawer is duly
                  incorporated or registered in the State set out in item 11 of
                  the Schedule and has all requisite power and authority to
                  enter into and comply with the provisions of this Letter;

         (f)      If the Drawer is a natural person:--

                  (i)      The Drawer has full capacity to accept the offer
                           constituted by this Letter and draw Bills pursuant to
                           this Letter;

                  (ii)     Any statement of assets, liabilities and income given
                           by the Drawer to the Bank prior to the execution
                           hereof is true and correct in all particulars.

16.      Each request by the Drawer to the Bank to accept a Bill shall
         constitute confirmation by the Drawer that at the date thereof no Event
         of Default and no event in relation to which the giving of notice or
         the passing of time, or both would constitute an Event of Default, has
         occurred and that the representations and warranties of the Drawer
         contained herein remain true and correct as of that date.


                                       29
<PAGE>   30

17.      During the term of the Facility each of the following events and
         occurrences shall constitute an Event of Default:--

         (a)      If the Drawer fails to pay the face value of any Bill to the
                  Bank on the Maturity Date of such Bill:

         (b)      If the Drawer fails to pay on the due date any other amount
                  payable hereunder;

         (c)      If the Drawer defaults in the performance or observance of any
                  term or condition of the Facility or of this Letter;

         (d)      If any order for payment is made or judgment is entered or
                  signed against the Drawer and the same is not satisfied within
                  7 days thereafter;

         (e)      If, in the opinion of the Bank, the Drawer becomes unable to
                  pay its debts, or the assets or position of the Drawer are not
                  sufficiently maintained;

         (f)      If the Drawer fails to make any payment when due, or within
                  any applicable period of grace, in respect of any financial
                  obligation or any such obligation shall, by reason of default
                  on the part of the Drawer, become due or capable of being
                  declared due prior to its stated maturity;

         (g)      If the Drawer, without the prior written consent of the Bank,
                  enters into any arrangement to factor all or any of the
                  Drawer's book debts or charges or encumbers the whole or any
                  part of the Drawer's assets or estate;

         (h)      If at any time the Drawer should fail to pay to the Bank any
                  moneys from time to time due and payable to the Bank pursuant
                  to any other arrangement or facility or fail to comply with
                  any other provision of such arrangement or facility or the
                  provisions of any security given to the Bank;

         (i)      If the Drawer is a corporation.--

                  (i)      If the Drawer convenes a meeting of or proposes or
                           enters into any arrangement or composition for the
                           benefit of its creditors;

                  (ii)     If an application is made or a resolution is passed
                           for the winding up of the Drawer or for the reduction
                           of the capital of the Drawer or notice or intention
                           to propose such a resolution is given:

                  (iii)    If a receiver and manager, liquidator or provisional
                           liquidator or an administrator under Part 5.3A of the
                           Corporations Law is appointed in respect of the
                           Drawer or the whole or any part of its undertaking
                           property or assets,

                  (iv)     If the Drawer stops payment generally or ceases or
                           threatens to cease to carry on its business or the
                           major part thereof:

                  (v)      If a ground for winding up the Drawer shall arise;

                  (vi)     If, without the prior consent in writing of the Bank,
                           the Drawer shall sell, assign or transfer the whole
                           or major part of its undertaking or attempt so to do;

                  (vii)    If the Drawer determines that any portion of its
                           share capital which has not been already called up
                           shall not be capable of being called up except in the
                           event and for the purposes of the company being wound
                           up;

         (j)      If the Drawer is a natural person:--

                  (i)      If the Drawer commits an act of bankruptcy;

                  (ii)     If a petition for an order of bankruptcy or
                           sequestration of the estate of the Drawer is
                           presented;

                  (iii)    If the Drawer convenes a meeting of or proposes or
                           enters into any arrangement or composition for the
                           benefit of his creditors;

                  (iv)     If a receiver is appointed of any part of the
                           property or the estate of the Drawer.

         For the purposes of this clause 17 where the Drawer is a firm or
         partnership any Event of Default which occurs in relation to one member
         of the firm or partnership shall be deemed to have occurred in relation
         to all the members thereof.

18.      If an Event of Default occurs the Bank shall have the right to serve a
         notice of termination of the Facility on the Drawer Upon service of
         such notice the Drawer's right to have Bills accepted by the Bank shall
         terminate and all amounts payable hereunder, including an


                                       30
<PAGE>   31

         amount equal to the aggregate face value of all Bills accepted by the
         Bank hereunder which remain outstanding (notwithstanding that the
         Maturity Dates of such outstanding Bills have yet to occur) shall
         become immediately due and payable by the Drawer to the Bank.

19.      In the event that the Drawer should fail to pay to the Bank the face
         value of any Bill either on its Maturity Date or upon service of a
         notice of termination of Facility pursuant to clause 18 (whichever the
         case may be) the Bank may debit an account in the name of the Drawer
         (whether opened by the Bank or the Drawer) with the face value of each
         such Bill and any costs expenses and outgoings referred to in clause 22
         The overdrawn balance of such account shall bear interest at the rate
         calculated in accordance with item 12 of the Schedule from time to time

20.      Notwithstanding anything herein contained to the contrary the Bank
         shall not be obliged to accept any Bills presented for acceptance
         hereunder unless the securities referred to in item 13 of the Schedule
         have been executed and have been delivered to the Bank and remain in
         full force and effect in respect of all current Bills accepted by the
         Bank and Bills so presented to the Bank for acceptance

21.      No delay in exercising or omission to exercise any right, power or
         remedy accruing to the Bank under this Letter shall affect its right,
         power or remedy or be construed to be a waiver of any Event of Default
         Each and every right granted to the Bank herein or in connection
         herewith or allowed to it at law or in equity shall be cumulative and
         may be exercised from time to time.

22.      The Drawer shall pay to the Bank the Bank's costs expenses and
         outgoings--

         (a)      Of and incidental to the preparation execution and stamping of
                  this Letter and the securities herein referred to,

         (b)      In respect of any other liability of the Bank for stamp duty
                  under stamp duty legislation of any State or Territory arising
                  out of this Letter or any transaction hereunder or
                  contemplated hereby including drawing, accepting, discounting
                  and negotiating of Bills or for which the Bank or the Drawer
                  may be liable and which the Bank at its discretion may pay,

         (c)      Incurred in consequence of any default of the Drawer in the
                  due performance or observance of any term or condition or
                  provision binding expressly or by implication on the Drawer
                  under this Letter:

         (d)      Of and incidental to the exercise by the Bank of any power
                  express or implied in this Letter or the securities referred
                  to herein or in relation to or in respect of any Bill.

23.      The Drawer shall indemnify the Bank against any liability which it may
         incur on, and any moneys it may pay under, any Bill the Bank may accept
         hereunder or in connection with any such Bill including any Bill
         accepted or drawn by means of a facsimile signature (and whether or not
         such facsimile signature was authorised by the Bank or Drawer). This
         indemnity shall be in addition to and not in derogation of any other
         indemnity or obligation in favour of the Bank contained herein or given
         by the Bills of Exchange Act 1909 or at law or in equity

24.      Where the Drawer has appointed the Bank as the attorney of the Drawer
         in connection with this Letter:--

         (a)      the Bank is not obliged to comply with any request or
                  direction ("instruction") of the Drawer for the Bank to
                  exercise its powers as attorney;
         (b)      the Bank may act on verbal instructions or instructions
                  received by facsimile but may require instructions from the
                  Drawer to be in writing;
         (c)      the Bank will not have any liability (and the Drawer shall
                  indemnify the Bank against


                                       31
<PAGE>   32

                  any liability) for anything done or omitted to be done by the
                  Bank acting on instructions which purport to be instructions
                  of the Drawer.

25.      Anything herein required to be done or any payment to be made on a day
         which is not a Business Day shall be valid if done or made on the next
         succeeding Business Day.

26.      This Letter will be construed in accordance with the laws of the State
         set out in item 1 of the Schedule.

27.      Any notice or demand hereunder may be given by the Bank under the hand
         of any class of Manager of the Bank and served by being delivered to
         the address or registered office of the Drawer as set out in item 3 of
         the Schedule or as last advised to the Bank and may be posted to any of
         such addresses by prep aid post and if posted shall be deemed to be
         served on the day following the date of posting whether actually
         received or not and may be delivered to the Drawer or should the Drawer
         be a corporation then to any Director or Secretary of the Drawer.

28.      In a case where this Letter is given in respect of the indebtedness of
         a firm or partnership.--

         (a)      this Letter shall continue to be binding notwithstanding any
                  changes which may from time to time take place in the partners
                  thereof, whether by the death or retirement of any partner or
                  partners or the admission of any new partner or partners or
                  otherwise howsoever, and notwithstanding that the firm or
                  partnership no longer carries on business;

         (b)      this Letter shall be binding on the Drawer notwithstanding
                  that the Drawer is not or having once been a member of the
                  firm or partnership is no longer a member thereof.

29.      In the event of the death of the Drawer prior to the Maturity Date of
         any Bill current at the date of such death interest shall accrue to the
         Bank pursuant to the provisions of clause 19 in the same manner as if
         an account in the name of such deceased Drawer had been debited with
         the face value of such Bill pursuant to the provisions of that clause.

30.      The drawing of a Bill by the Drawer for acceptance by the Bank after
         the date of this Letter shall constitute acceptance by the Drawer of
         the Bank's offer to provide the Facility upon the terms and conditions
         hereinbefore set out and an acknowledgment that all prior arrangements
         are cancelled and that these terms and conditions apply to all Bills so
         drawn and accepted prior to such date

31.      The Drawer must give the Bank promptly any information it reasonably
         asks for from time to time.


Yours faithfully,



Manager



                                       32
<PAGE>   33
                                    SCHEDULE

ITEM 1
State

         New South Wales

ITEM 2
Principal Office of the Bank

         255 George Street, SYDNEY, N.S.W. 2000

ITEM 3
Name, & Address or Registered Office of Drawer

         B.C.E. Holdings Pty Limited ACN 003525988
         Level 2, 40 Mann Street
         GOSFORD, NSW 2250

ITEM 4
Limit

         $3,000,000.00

ITEM 5
End of Availability Period

         31/7/2000

ITEM 6
Commencement Date

         19/7/1999

ITEM 7
Activation fee

         ----- % p.a.

ITEM 8
Drawdown fee

         $100.00

ITEM 9
Facility fee

         1.95 % p.a.

ITEM 10
Application fee

         $19,500.00

ITEM 11
State of Incorporation of Drawer

         New South Wales



                                       33
<PAGE>   34
ITEM 12
Default Rate

         The total of the Bank's Lending Indicator Rate for Base Rate (8.5%)
         plus a customer margin of 5.50 % per annum plus a default margin of
         4.00 % per annum being 18.00 % per annum.

ITEM 13
Securities

         1.       Existing Registered Mortgage Debenture over the whole of the
                  Company's assets and uncalled capital and called but unpaid
                  capital.

         2.       Fresh Interlocking Guarantee and Indemnity--companies--for
                  $11,740,000.00 given by B.C.E. Holdings Pty Limited ACN
                  003525988, Continental Conveyor and Equipment Pty Limited ACN
                  059870058, Continental Ace Services Pty Limited ACN 056396760,
                  Continental Ace Conveyor Components Pty Limited ACN 005458373,
                  Continental Ace Pty Limited ACN 003725915, Continental Control
                  Systems Pty Limited ACN 003581897, A Crane Pty Limited ACN
                  003280475 and Continental Meco Pty Limited ACN 001408368
                  partly supported by existing Registered Mortgage Debentures
                  over the whole of the Companys' assets and uncalled capital
                  and called but unpaid capital and first registered mortgages
                  over land and buildings situated at Lots 2, 33 and 34 Somersby
                  Falls Road, and David's Close, Somersby, and 51 Montore Road,
                  Minto.

         3.       Letter of Offer including Covenants.

         4.       Letter of Awareness.

         5.       Financial and Reporting Covenants.

ITEM 14
Account title

         B.C.E. Holdings Pty Limited

Account Number


Branch

         Maitland



                                       34
<PAGE>   35
                                  ANNEXURE "A"

The covenants contained herewith in Annexure "A" form part of the Terms and
Conditions for all facilities approved in the name of Continental Conveyor and
Equipment Group.

*        Bill facility, $3,000,000.00, the initial term of the facility is to be
         restricted to 12 months.

*        The Bill facility, $3,000,000.00 is to be subject to principal
         reductions of $ 150,000.00 per quarter commencing from drawdown.

*        The Bill facility, $ 1,500,000.00 is to be subject to principal
         reductions of $300,000.00 per quarter commencing from drawdown.

*        The current Documentary Letters of Credit and or Bank Guarantees line
         of $4,000,000.00 is to reduce to $3,000,000.00 by 31st December, 1999,
         and further to $1,000,000.00 by 31st December, 2000.

*        The Bank will require Continental Conveyor & Equipment Company (CCEC)
         to provide a Letter of Awareness undertaking to retain its 100%
         ownership, to maintain the subsidiary in a solvent position (after
         exclusion of Shareholders loans) and to acknowledge the terms and
         conditions applying over facilities extended to B.C.E. Holdings Pty
         Limited.

*        Quarterly information package to be provided within 45 days of the
         quarter ended, commencing from the June, 1999, quarter, for each entity
         within the Group.

         The package is to comprise the following:

         -        Variance analysis of budget v's actual performance, detailed
                  comments on variances of more than 10%.

         -        Revised/updated cashflow forecasts to the financial year end
                  including assumptions.

         -        Revised/updated profit and loss forecast to the financial year
                  end.

*        Capital Adequacy (SHF) of $7m (after exclusion of shareholders loans
         and intangibles from the equation) to be achieved by 30th June, 1999
         and quarterly thereafter.

*        Outstanding debtors of less than 90 days and excluding inter company
         positions are not to fall below $10m. Sufficient buffer is seen to
         allow ready compliance with this covenant, the aged listing as at 1st
         May, 1999, indicating $17.7m outstanding in this category.

*        Annual accounts of immediate parent CCEC to be provided within 120 days
         of books closure.


                                       35
<PAGE>   36

*        Quarterly management accounts are to be accompanied by aged listings of
         both debtors and creditors.

*        Whilst formal subordination of the parent loan of $13,500,000.00 (as at
         31st December, 1998) is acknowledged to be in contravention of US
         bankers covenants and accordingly is not available. The Bank requires
         an undertaking in writing from CCEC not to seek or allow repayment of
         these loans during the term of the Bank's facilities without our prior
         written approval.

*        Annual financial statements signed by the directors for all entities
         within the Group (including consolidated accounts) are to be provided
         to the Bank within 120 days from the financial year end (31st December,
         annually).

*        Change of ownership clause.

*        Interest cover to be not less than 2 times.

*        Dismantling Overdraft Set Off Group Arrangement.


                                      ****


                                       36
<PAGE>   37
                                                 BILL FACILITY - LETTER OF OFFER

Maitland Business Banking Centre        Branch             Date  19th July, 1999
--------------------------------                               -----------------


(Name and Address of Customer)      B.C.E. Holdings Pty Limited  ACN 003525988,
                                -----------------------------------------------

Level 2, 40 Mann Street, GOSFORD, NSW 2250
--------------------------------------------------------------------------------


Dear Sirs:

National Australia Bank Limited whose principal office in the State set out in
item 1 of the Schedule is set out in item 2 of the Schedule ("the Bank") hereby
offers to provide to the Drawer a bill acceptance facility not exceeding the
aggregate amount set out in item 4 of the Schedule or such other amount as may
hereafter be agreed upon by the parties in writing ("the Limit") upon the
following terms and conditions:--

1.       In this Letter unless the context otherwise requires:--

         "Letter" means this Letter as the same may stand amended, varied or
         added to from time to time.

         "Availability Period" means the period during which the Drawer may draw
         Bills and require the Bank to accept the same in accordance with this
         Letter commencing on the Commencement Date and ending on the date set
         out in item 5 of the Schedule or such later date as the parties hereto
         shall agree upon in writing.

         "Bills and Bills" has the meaning assigned to the expression "Bill of
         Exchange" by the Bills of Exchange Act 1909 of the Commonwealth of
         Australia and shall mean any Bill drawn and accepted pursuant to this
         Letter of Offer. Any reference in this letter to the drawing,
         accepting, or other dealings of or with a Bill of Exchange shall have
         the meaning ascribed thereto in that Act and shall also mean drawing or
         accepting a Bill of Exchange by means of a facsimile signature.

         "Business Day" means any day on which trading banks are open for
         business in the place set out in item 1 of the Schedule.

         "Commencement Date" means the date as set out in item 6 of the
         Schedule.

         "Drawer" means the person set out in item 3 of the Schedule, and
         includes his successors and permitted assigns.

         "Event of Default" means an event under clause 17.

         "Expiry Date" means the last day of the Availability Period.

         "Facility" means the bill acceptance facility up to the Limit to be
         provided by the Bank to the Drawer.

         "Maturity Date" means the maturity date of each Bill drawn and accepted
         pursuant to this Letter.

         A reference in this Letter to any Act of Parliament or to any section
         or provision thereof shall be read as though the words "or any
         statutory provision substituted therefor" were added to such a
         reference.

         A reference in this Letter to a natural person shall include his legal
         personal representatives.

         Anything to be done, or which may be done, by the Drawer under this
         Letter may be done for or on behalf of the Drawer by a duly appointed
         and authorised attorney.

         Words denoting the singular number shall include the plural and vice
         versa.

         Words denoting natural persons only shall include corporations and vice
         versa, and words


                                       37
<PAGE>   38

         denoting the masculine gender shall include every other gender.

2.       Where the Drawer has appointed the Bank as the attorney of the Drawer
         in connection with this Letter:

         (a)      The Bank is not obliged to comply with any request or
                  direction ("instruction") of the Drawer for the Bank to
                  exercise its power as attorney,

         (b)      The Bank may act on verbal instructions or instructions
                  received by facsimile but may require instructions from the
                  Drawer to be in writing;

         (c)      The Bank will not have any liability (and the Drawer shall
                  indemnify the Bank against any liability) for anything done or
                  omitted to be done by the Bank acting on instructions which
                  purport to be instructions of the Drawer.

3.       Bills drawn by the Drawer during the Availability Period shall be
         accepted by the Bank for the accommodation of the Drawer provided that
         the face value of all Bills so accepted by the Bank and outstanding
         shall not exceed the Limit at any time.

4.       No Bills shall be drawn by the Drawer and the Bank shall have no
         obligation to accept any Bills pursuant to this Letter having a
         Maturity Date later than the Expiry Date.

5.       Bills shall be drawn by the Drawer on the Bank with face values,
         payable on such days to such persons and at such places in Australia as
         the Drawer and the Bank shall agree

6.       The Drawer hereby agrees to observe the several requirements of the
         Bills of Exchange Act 1909 as to anything necessary to be done to
         ensure the validity of any Bills to be drawn or accepted hereunder or
         to attract the benefit of any provisions of that Act.

7.       Within the Availability Period and subject to the provisions of this
         Letter upon the maturity of each Bill drawn and accepted pursuant to
         this Letter the Drawer may draw a replacement Bill having a face value
         no greater than the face value of the maturing Bill which shall be
         accepted by the Bank. Such replacement Bill shall, except with the
         consent of the Bank, be delivered to the Bank at least 5 Business Days
         prior to the Maturity Date of the maturing Bill.

8.       (a)      (i)      Subject to sub-clause (II) hereof, the Drawer shall
                           pay to the Bank the face value of each Bill on its
                           Maturity Date.

                  (ii)     Where the Bank:--

                           (a)      provides a Bill discounting facility to the
                                    Drawer; and

                           (b)      has agreed to accept a replacement Bill
                                    (pursuant to clause 7), the obligation of
                                    the Drawer to pay to the Bank the face value
                                    of a maturing Bill on its Maturity Date may,
                                    at the discretion of the Bank, be satisfied
                                    by the Bank:--

                           (a)      debiting the face value of the maturing Bill
                                    to an internal suspense account of the Bank;

                           (b)      accepting the replacement Bill;

                           (c)      crediting the discounted proceeds of the
                                    replacement Bill in reduction of the debit
                                    created to the suspense account; and

                           (d)      debiting the account of the Drawer for the
                                    amount of the remaining balance of the debit
                                    to the suspense account.

                  (iii)    The procedure outlined in sub-clause (ii) hereof,
                           shall be adopted for administrative convenience only
                           and shall not prejudice the right of the Bank at any
                           time to require the Drawer to pay to it the face
                           value of any Bill on its Maturity Date.



                                       38
<PAGE>   39
         (b)      The obligations and liabilities of the Drawer hereunder and in
                  relation to each Bill drawn and accepted hereunder shall
                  continue notwithstanding that the Bank is/or becomes the
                  holder of a Bill in its own right on or after its Maturity
                  Date

         (c)      The Bank may pay any Bill on or after its Maturity Date
                  without being under any obligation to enquire as to the title
                  of the person presenting the same for payment.

9.       Upon each Bill being accepted by the Bank the Drawer shall pay to the
         Bank an activation fee being the percentage per annum set out in item 7
         of the Schedule of the face value of the Bill for the term thereof.

10.      Upon each day that the Bank accepts a Bill under the Facility, the
         Drawer shall pay to the Bank a drawdown fee of the amount set out in
         item 8 of the Schedule. The Bank may increase the drawdown fee during
         the Availability Period by giving at least thirty (30) days' notice to
         the Drawer of any such increase.

11.      During the Availability Period the Drawer shall pay to the Bank a
         facility fee being the percentage per annum set out in item 9 of the
         Schedule of the amount of the Facility payable in advance as determined
         by the Bank. The first of such payments shall be made on the
         Commencement Date.

12.      The Drawer shall pay to the Bank on demand the application fee set out
         in item 10 of the Schedule.

13.      The Drawer agrees that the Bank may debit all fees payable by the
         Drawer under or in connection with the Facility to the account set out
         in item 14 of the Schedule.

14.      The obligation of the Bank to accept Bills hereunder shall be subject
         to the Drawer's performance of and compliance with his obligations
         hereunder.

15.      The Drawer represents and warrants to the Bank as follows:--

         (a)      There is no action suit or proceeding pending or to the
                  knowledge of the Drawer (or if the Drawer is a corporation --
                  known to any of its officers) threatened before any Court or
                  Government agency which may result in this Letter or any
                  provision thereof being rendered invalid or unenforceable;

         (b)      The execution and performance of this Letter and the payment
                  of all amounts due under this Letter will not violate any
                  provision of any applicable law or Government directive having
                  the force of law;

         (c)      A legal valid and binding obligation on the Drawer enforceable
                  in accordance with its terms is constituted if and whenever a
                  Bill is accepted by the Bank;

         (d)      Each Bill required to be accepted by the Bank shall be binding
                  on the Drawer and enforceable according to its tenor;

         (e)      If the Drawer is a corporation, the Drawer is duly
                  incorporated or registered in the State set out in item 11 of
                  the Schedule and has all requisite power and authority to
                  enter into and comply with the provisions of this Letter;

         (f)      If the Drawer is a natural person:--

                  (i)      The Drawer has full capacity to accept the offer
                           constituted by this Letter and draw Bills pursuant to
                           this Letter;

                  (ii)     Any statement of assets, liabilities and income given
                           by the Drawer to the Bank prior to the execution
                           hereof is true and correct in all particulars.

16.      Each request by the Drawer to the Bank to accept a Bill shall
         constitute confirmation by the Drawer that at the date thereof no Event
         of Default and no event in relation to which the giving of notice or
         the passing of time, or both would constitute an Event of Default, has
         occurred and that the representations and warranties of the Drawer
         contained herein remain true and correct as of that date.


                                       39
<PAGE>   40
17.      During the term of the Facility each of the following events and
         occurrences shall constitute an Event
         of Default:--

         (a)      If the Drawer fails to pay the face value of any Bill to the
                  Bank on the Maturity Date of such Bill:

         (b)      If the Drawer fails to pay on the due date any other amount
                  payable hereunder;

         (c)      If the Drawer defaults in the performance or observance of any
                  term or condition of the Facility or of this Letter;

         (d)      If any order for payment is made or judgment is entered or
                  signed against the Drawer and the same is not satisfied within
                  7 days thereafter;

         (e)      If, in the opinion of the Bank, the Drawer becomes unable to
                  pay its debts, or the assets or position of the Drawer are not
                  sufficiently maintained;

         (f)      If the Drawer fails to make any payment when due, or within
                  any applicable period of grace, in respect of any financial
                  obligation or any such obligation shall, by reason of default
                  on the part of the Drawer, become due or capable of being
                  declared due prior to its stated maturity;

         (g)      If the Drawer, without the prior written consent of the Bank,
                  enters into any arrangement to factor all or any of the
                  Drawer's book debts or charges or encumbers the whole or any
                  part of the Drawer's assets or estate;

         (h)      If at any time the Drawer should fail to pay to the Bank any
                  moneys from time to time due and payable to the Bank pursuant
                  to any other arrangement or facility or fail to comply with
                  any other provision of such arrangement or facility or the
                  provisions of any security given to the Bank;

         (i)      If the Drawer is a corporation.--

                  (i)      If the Drawer convenes a meeting of or proposes or
                           enters into any arrangement or composition for the
                           benefit of its creditors;

                  (ii)     If an application is made or a resolution is passed
                           for the winding up of the Drawer or for the reduction
                           of the capital of the Drawer or notice or intention
                           to propose such a resolution is given:

                  (iii)    If a receiver and manager, liquidator or provisional
                           liquidator or an administrator under Part 5.3A of the
                           Corporations Law is appointed in respect of the
                           Drawer or the whole or any part of its undertaking
                           property or assets,

                  (iv)     If the Drawer stops payment generally or ceases or
                           threatens to cease to carry on its business or the
                           major part thereof:

                  (v)      If a ground for winding up the Drawer shall arise;

                  (vi)     If, without the prior consent in writing of the Bank,
                           the Drawer shall sell, assign or transfer the whole
                           or major part of its undertaking or attempt so to do;

                  (vii)    If the Drawer determines that any portion of its
                           share capital which has not been already called up
                           shall not be capable of being called up except in the
                           event and for the purposes of the company being wound
                           up;

         (j)      If the Drawer is a natural person:--

                  (i)      If the Drawer commits an act of bankruptcy;

                  (ii)     If a petition for an order of bankruptcy or
                           sequestration of the estate of the Drawer is
                           presented;

                  (iii)    If the Drawer convenes a meeting of or proposes or
                           enters into any arrangement or composition for the
                           benefit of his creditors;

                  (iv)     If a receiver is appointed of any part of the
                           property or the estate of the Drawer.

         For the purposes of this clause 17 where the Drawer is a firm or
         partnership any Event of Default which occurs in relation to one member
         of the firm or partnership shall be deemed to have occurred in relation
         to all the members thereof.

18.      If an Event of Default occurs the Bank shall have the right to serve a
         notice of termination of the Facility on the Drawer Upon service of
         such notice the Drawer's right to have Bills accepted by the Bank shall
         terminate and all amounts payable hereunder, including an

                                       40
<PAGE>   41

         amount equal to the aggregate face value of all Bills accepted by the
         Bank hereunder which remain outstanding (notwithstanding that the
         Maturity Dates of such outstanding Bills have yet to occur) shall
         become immediately due and payable by the Drawer to the Bank.

19.      In the event that the Drawer should fail to pay to the Bank the face
         value of any Bill either on its Maturity Date or upon service of a
         notice of termination of Facility pursuant to clause 18 (whichever the
         case may be) the Bank may debit an account in the name of the Drawer
         (whether opened by the Bank or the Drawer) with the face value of each
         such Bill and any costs expenses and outgoings referred to in clause 22
         The overdrawn balance of such account shall bear interest at the rate
         calculated in accordance with item 12 of the Schedule from time to time

20.      Notwithstanding anything herein contained to the contrary the Bank
         shall not be obliged to accept any Bills presented for acceptance
         hereunder unless the securities referred to in item 13 of the Schedule
         have been executed and have been delivered to the Bank and remain in
         full force and effect in respect of all current Bills accepted by the
         Bank and Bills so presented to the Bank for acceptance

21.      No delay in exercising or omission to exercise any right, power or
         remedy accruing to the Bank under this Letter shall affect its right,
         power or remedy or be construed to be a waiver of any Event of Default
         Each and every right granted to the Bank herein or in connection
         herewith or allowed to it at law or in equity shall be cumulative and
         may be exercised from time to time.

22.      The Drawer shall pay to the Bank the Bank's costs expenses and
         outgoings--

         (a)      Of and incidental to the preparation execution and stamping of
                  this Letter and the securities herein referred to,

         (b)      In respect of any other liability of the Bank for stamp duty
                  under stamp duty legislation of any State or Territory arising
                  out of this Letter or any transaction hereunder or
                  contemplated hereby including drawing, accepting, discounting
                  and negotiating of Bills or for which the Bank or the Drawer
                  may be liable and which the Bank at its discretion may pay,

         (c)      Incurred in consequence of any default of the Drawer in the
                  due performance or observance of any term or condition or
                  provision binding expressly or by implication on the Drawer
                  under this Letter:

         (d)      Of and incidental to the exercise by the Bank of any power
                  express or implied in this Letter or the securities referred
                  to herein or in relation to or in respect of any Bill.

23.      The Drawer shall indemnify the Bank against any liability which it may
         incur on, and any moneys it may pay under, any Bill the Bank may accept
         hereunder or in connection with any such Bill including any Bill
         accepted or drawn by means of a facsimile signature (and whether or not
         such facsimile signature was authorised by the Bank or Drawer). This
         indemnity shall be in addition to and not in derogation of any other
         indemnity or obligation in favour of the Bank contained herein or given
         by the Bills of Exchange Act 1909 or at law or in equity

24.      Where the Drawer has appointed the Bank as the attorney of the Drawer
         in connection with this Letter:--

         (a)      the Bank is not obliged to comply with any request or
                  direction ("instruction") of the Drawer for the Bank to
                  exercise its powers as attorney;

         (b)      the Bank may act on verbal instructions or instructions
                  received by facsimile but may require instructions from the
                  Drawer to be in writing;

         (c)      the Bank will not have any liability (and the Drawer shall
                  indemnify the Bank against any liability) for anything done or
                  omitted to be done by the Bank acting on instructions which
                  purport to be instructions of the Drawer.


                                       41
<PAGE>   42

25.      Anything herein required to be done or any payment to be made on a day
         which is not a Business Day shall be valid if done or made on the next
         succeeding Business Day.

26.      This Letter will be construed in accordance with the laws of the State
         set out in item 1 of the Schedule.

27.      Any notice or demand hereunder may be given by the Bank under the hand
         of any class of Manager of the Bank and served by being delivered to
         the address or registered office of the Drawer as set out in item 3 of
         the Schedule or as last advised to the Bank and may be posted to any of
         such addresses by prep aid post and if posted shall be deemed to be
         served on the day following the date of posting whether actually
         received or not and may be delivered to the Drawer or should the Drawer
         be a corporation then to any Director or Secretary of the Drawer.

28.      In a case where this Letter is given in respect of the indebtedness of
         a firm or partnership.--

         (a)      this Letter shall continue to be binding notwithstanding any
                  changes which may from time to time take place in the partners
                  thereof, whether by the death or retirement of any partner or
                  partners or the admission of any new partner or partners or
                  otherwise howsoever, and notwithstanding that the firm or
                  partnership no longer carries on business;

         (b)      this Letter shall be binding on the Drawer notwithstanding
                  that the Drawer is not or having once been a member of the
                  firm or partnership is no longer a member thereof.

29.      In the event of the death of the Drawer prior to the Maturity Date of
         any Bill current at the date of such death interest shall accrue to the
         Bank pursuant to the provisions of clause 19 in the same manner as if
         an account in the name of such deceased Drawer had been debited with
         the face value of such Bill pursuant to the provisions of that clause.

30.      The drawing of a Bill by the Drawer for acceptance by the Bank after
         the date of this Letter shall constitute acceptance by the Drawer of
         the Bank's offer to provide the Facility upon the terms and conditions
         hereinbefore set out and an acknowledgment that all prior arrangements
         are cancelled and that these terms and conditions apply to all Bills so
         drawn and accepted prior to such date

31.      The Drawer must give the Bank promptly any information it reasonably
         asks for from time to time.


Yours faithfully,



Manager


                                       42
<PAGE>   43
                                    SCHEDULE

ITEM 1
State

         New South Wales

ITEM 2
Principal Office of the Bank

         255 George Street, SYDNEY, N.S.W. 2000

ITEM 3
Name, & Address or Registered Office of Drawer

         B.C.E. Holdings Pty Limited   ACN 003525988
         Level 2, 40 Mann Street
         GOSFORD, NSW 2250

ITEM 4
Limit

         $1,500,000.00

ITEM 5
End of Availability Period

         31/10/2000

ITEM 6
Commencement Date

         19/7/1999

ITEM 7
Activation fee

         ----- % p.a.

ITEM 8
Drawdown fee

         $100.00

ITEM 9
Facility fee

         1.95% p.a.

ITEM 10
Application fee

         $10,000.00

ITEM 11
State of Incorporation of Drawer

         New South Wales


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<PAGE>   44
ITEM 12
Default Rate

         The total of the Bank's Lending Indicator Rate for Base Rate (8.5%)
         plus a customer margin of 5.50 % per annum plus a default margin of
         4.00 % per annum being 18.00 % per annum.

ITEM 13
Securities

         1.       Existing Registered Mortgage Debenture over the whole of the
                  Company's assets and uncalled capital and called but unpaid
                  capital.

         2.       Fresh Interlocking Guarantee and Indemnity--companies--for
                  $11,740,000.00 given by B.C.E. Holdings Pty Limited ACN
                  003525988, Continental Conveyor and Equipment Pty Limited ACN
                  059870058, Continental Ace Services Pty Limited ACN 056396760,
                  Continental Ace Conveyor Components Pty Limited ACN 005458373,
                  Continental Ace Pty Limited ACN 003725915, Continental Control
                  Systems Pty Limited ACN 003581897, A Crane Pty Limited ACN
                  003280475 and Continental Meco Pty Limited ACN 001408368
                  partly supported by existing Registered Mortgage Debentures
                  over the whole of the Companys' assets and uncalled capital
                  and called but unpaid capital and first registered mortgages
                  over land and buildings situated at Lots 2, 33 and 34 Somersby
                  Falls Road, and David's Close, Somersby, and 51 Montore Road,
                  Minto.

         3.       Letter of Offer including Covenants.

         4.       Letter of Awareness.

         5.       Financial and Reporting Covenants.

ITEM 14
Account title

         B.C.E. Holdings Pty Limited

Account Number


Branch

         Maitland



                                       44
<PAGE>   45
                                  ANNEXURE "A"

The covenants contained herewith in Annexure "A" form part of the Terms and
Conditions for all facilities approved in the name of Continental Conveyor and
Equipment Group.

*        Bill facility, $3,000,000.00, the initial term of the facility is to be
         restricted to 12 months.

*        The Bill facility, $3,000,000.00 is to be subject to principal
         reductions of $ 150,000.00 per quarter commencing from drawdown.

*        The Bill facility, $ 1,500,000.00 is to be subject to principal
         reductions of $300,000.00 per quarter commencing from drawdown.

*        The current Documentary Letters of Credit and or Bank Guarantees line
         of $4,000,000.00 is to reduce to $3,000,000.00 by 31st December, 1999,
         and further to $1,000,000.00 by 31st December, 2000.

*        The Bank will require Continental Conveyor & Equipment Company (CCEC)
         to provide a Letter of Awareness undertaking to retain its 100%
         ownership, to maintain the subsidiary in a solvent position (after
         exclusion of Shareholders loans) and to acknowledge the terms and
         conditions applying over facilities extended to B.C.E. Holdings Pty
         Limited.

*        Quarterly information package to be provided within 45 days of the
         quarter ended, commencing from the June, 1999, quarter, for each entity
         within the Group.

         The package is to comprise the following:

         -        Variance analysis of budget v's actual performance, detailed
                  comments on variances of more than 10%.

         -        Revised/updated cashflow forecasts to the financial year end
                  including assumptions.

         -        Revised/updated profit and loss forecast to the financial year
                  end.

*        Capital Adequacy (SHF) of $7m (after exclusion of shareholders loans
         and intangibles from the equation) to be achieved by 30th June, 1999
         and quarterly thereafter.

*        Outstanding debtors of less than 90 days and excluding inter company
         positions are not to fall below $10m. Sufficient buffer is seen to
         allow ready compliance with this covenant, the aged listing as at 1st
         May, 1999, indicating $17.7m outstanding in this category.

*        Annual accounts of immediate parent CCEC to be provided within 120 days
         of books closure.



                                       45
<PAGE>   46

*        Quarterly management accounts are to be accompanied by aged listings of
         both debtors and creditors.

*        Whilst formal subordination of the parent loan of $13,500,000.00 (as at
         31st December, 1998) is acknowledged to be in contravention of US
         bankers covenants and accordingly is not available. The Bank requires
         an undertaking in writing from CCEC not to seek or allow repayment of
         these loans during the term of the Bank's facilities without our prior
         written approval.

*        Annual financial statements signed by the directors for all entities
         within the Group (including consolidated accounts) are to be provided
         to the Bank within 120 days from the financial year end (31st December,
         annually).

*        Change of ownership clause.

*        Interest cover to be not less than 2 times.

*        Dismantling Overdraft Set Off Group Arrangement.


                                      ****



                                       46