<PAGE>
                                                                    EXHIBIT 4.21




Form: 07VL                                         VARIATION OF LEASE
Release: 1                                          New South Wales
www.lpi.nsw.gov.au                                 Real Property Act 1900

         PRIVACY NOTE: THIS INFORMATION IS LEGALLY REQUIRED AND WILL BECOME
         PART OF THE PUBLIC RECORD

STAMP DUTY            Office of State Revenue use only

(A) LAND              Torrens Title

                        Folio Identifier 102/868623

(B)HEAD LEASE         Number                            Torrens Title

(C)LODGED BY          Delivery     Name, Address or DX and Telephone
                      Box
                                   ALLENS ARTHUR ROBINSON
                      46X          DX 105, SYDNEY
                                   Reference: 2403154 NSW

(D) LESSOR            Amaca Pty Limited (ACN 000 035 512)

(E) LEASE VARIED      5595975C

(F)LESSEE             James Hardie Australia Pty Limited (ACN 084 635 558)

(G)   1. The rent is increased to three million, five hundred thousand dollars
         and __ cents ($3,500,000.00) per year on and as from 24 March 2004

      2. THE TERM is increased to 17 years 4 months and 23 days so as to expire
         on 23 March 2016

      3. The PROVISIONS of the lease are varied as set out in annexures A-F
         hereto

(H)   DATE 23 March 2004

      Certified correct for the purposes of the
      Real Property Act 1900 by the corporation
      named below the common seal of which was
      affixed pursuant to the authority specified
      and in the presence of the authorized
      person(s) whose signature(s) appear(s)
      below.
      Corporation: Amaca Pty Limited
      Authority: See Annexure A

      Signature of authorised person:            Signature of authorised person:

      Name of authorised person: See Annexure A  Name of authorised person: See
      Office held:                               Annexure A
                                                 Office held:

      Certified correct for the purposes of the
      Real Property Act 1900 by the corporation
      named below the common seal of which was
      affixed pursuant to the authority specified
      and in the presence of the authorised
      person(s) whose signature(s) appear(s)
      below.
      Corporation: James Hardie Australia Pty Limited
      Authority: See Annexure A

      Signature of authorised person:            Signature of authorised person:

      Name of authorised person: See Annexure A  Name of authorised person: See
      Office held:                               Annexure A
                                                 Office held:

All handwriting must be in block capitals.    LAND AND PROPERTY INFORMATION NSW

                                       Page l of _
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                                                          Allens Arthur Robinson

THIS IS ANNEXURE A OF 54 PAGES TO THE VARIATION OF LEASE BETWEEN AMACA PTY
LIMITED (ACN 000 035 512) (LESSOR), JAMES HARDIE AUSTRALIA PTY LIMITED (ACN 084
635 558) (LESSEE) AND JAMES HARDIE INDUSTRIES N.V. (ARBN 097 829 895)
(GUARANTOR) DATED 23 MARCH 2004

Lease 5595957C (as varied by variation of lease 8106677U) is varied as follows,
with effect from the Effective Date (as defined below):

1.    by deleting pages (i)-(iii) and annexures A and B;

2.    by inserting annexures B to F of this variation of lease as annexures B to
      F of the lease; and

3.    by inserting the following as annexure A.

                                SCHEDULE OF TERMS

                              OPERATIVE PROVISIONS

<TABLE>
<CAPTION>
ITEM            TERM                         DEFINITION
<S>           <C>                   <C>
1.            Lessor                Amaca Pty Limited (ACN 000 035 512) of
                                    65 York Street, Sydney, NSW

2.            Lessee                James Hardie Australia Pty Limited (ACN
                                    084 635 558) of 10 Colquhoun Street,
                                    Rosehill, NSW

3.            Land                  Certificate of Title Folio Identifier
                                    102/868623

4.            Premises              Part of the Land being the buildings and
                                    other improvements hatched on the Plan
                                    situated at the Corner of Colquhoun and
                                    Devon Streets, Rosehill, NSW in the
                                    condition in which they exist as at the
                                    Effective Date and includes the Lessor's
                                    Fixtures.

5.            Term                  17 Years 4 months and 23 days

6.            Commencing Date       1 November 1998

7.            Terminating Date      23 March 2016

8.            Further Term          2 further terms each of 10 years, the last
                                    expiring on 23 March 2036.

9.            Rent                  $3,500,000.00 per annum, payable as
                                    prescribed in clauses 4.1 and 4.2, and
                                    subject to review as specified in
                                    clauses 4.4, 4.5, 4.6 and 4.7.

10.           Review Dates          The Review Dates for review of the Rent are as follows:

                                    (a)   Fixed Review Dates shall be each
                                          anniversary of the Effective Date
                                          during the Term other than the
                                          Commencing Date of a Further Term;
                                          and
</TABLE>

                                                                    Page 2 of 71

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                                                          Allens Arthur Robinson

<TABLE>
<CAPTION>
ITEM            TERM                         DEFINITION
<S>           <C>                   <C>
                                    (b)   Market Review Dates shall be the
                                          sixth anniversary of the Effective
                                          Date.

11.           Permitted Use         Manufacture, warehousing, distribution and
                                    sales of fibre cement products and systems
                                    and all associated activities (including
                                    offices) and any other use for which the
                                    Lessee may lawfully use the Premises.

12.           Public Risk           $50,000,000
              Insurance

13.           Review Dates for the  The Review Dates for the review of the Rent
              Further Term          in each Further Term and the method of
                                    review shall be as follows.

                                    (a)   Fixed Review Dates shall be on each
                                          anniversary of the Commencing Date of
                                          that Further Term other than the
                                          Commencing Date of a Further Term; and

                                    (b)   Market Reviews Dates shall be the
                                          Commencing Date of that Further Term
                                          and the fifth anniversary of the
                                          Commencing Date of that Further Term.

14.   Lessee's Proportion 90%
</TABLE>

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                                                          Allens Arthur Robinson

1.    INTERPRETATION

1.1   DEFINITIONS

The following definitions together with those in the Schedule apply unless the
context requires otherwise.

APPURTENANCE includes any drain, basin, sink, toilet or urinal.

AUSTRALIAN INSTITUTE means the Australian Property Institute Inc. (New South
Wales Division).

AUTHORISATION includes any authorisation, approval, consent, licence, permit,
franchise, permission, filing, registration, resolution, direction, declaration,
or exemption.

AUTHORISED OFFICER means any director or secretary, or any person from time to
time nominated as an Authorised Officer by a party by a notice to the other
party accompanied by specimen signatures of all new persons so appointed.

AUTHORITY includes:

(a)   (GOVERNMENT) any government in any jurisdiction, whether federal, state,
      territorial or local;

(b)   (PUBLIC UTILITY) any provider of public utility services, whether
      statutory or not; and

(c)   (OTHER BODY) any other person, authority, instrumentality or body having
      jurisdiction, rights, powers, duties or responsibilities over the Premises
      or any part of them or anything in relation to them (including the
      Insurance Council of Australia Limited).

BUILDING means those improvements (if any) described or referred to in Item 4.

BUSINESS DAY means any day except Saturday or Sunday or a day that is a public
holiday throughout New South Wales.

CLAIM includes any claim, demand, remedy, suit, injury, damage, loss, Cost,
liability, action, proceeding, right of action, claim for compensation and claim
for abatement of rent obligation.

COMPETITOR means any person engaged in the manufacture, distribution or sale of
fibre cement products and underground drainage pipes made of concrete or fibre
cement and:

(a)   includes persons engaged in the businesses known as or trading under names
      which include the words "Lafarge", "CSR" and "BGC"; but

(b)   excludes any third party logistics operator.

CONSENT means prior written consent.

COUNCIL means Parramatta City Council.

COST includes any reasonable cost, charge, expense, outgoing, payment or other
expenditure of any nature (whether direct, indirect or consequential and whether
accrued or paid) including where appropriate all rates and all reasonable legal
fees.

EFFECTIVE DATE means 24 March 2004.

EMPLOYEES means employees, agents, invitees and contractors.

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                                                          Allens Arthur Robinson


ENVIRONMENT means components of the earth, including:

(a)   land, air and water;

(b)   any layer of the atmosphere;

(c)   any organic or inorganic matter and any living organism; and

(d)   human-made or modified structures and areas, and includes interacting
      natural ecosystems that include components referred to in paragraphs (a)
      to (c).

ENVIRONMENTAL LAW means a provision of Law, or a Law, which provision or Law
relates to any aspect of the Environment, safety, health or the use of
Substances or activities which may harm the Environment or be hazardous or
otherwise harmful to health.

EVENT OF DEFAULT means any event referred to in clause 12.1.

FIXED REVIEW means a review of the Rent in accordance with clause 4.7.

FIXED REVIEW DATES means a date on which a Fixed Review is to occur as set out
in Item 10.

FURTHER TERM means the further term or terms (as the case may be), specified in
Item 8.

GST means the goods and services tax as imposed by the GST Law including, where
relevant, any related interest, penalties, fines or other charge to the extent
caused by any default or delay by the Lessee.

GST AMOUNT means, in relation to a Payment, an amount arrived at by multiplying
the Payment (or the relevant part of a Payment if only part of a Payment is the
consideration for a Taxable Supply) by the appropriate rate of GST (being 10%
when the GST Law commenced).

GST LAW has the meaning given to that term in A New Tax System (Goods and
Services Tax) Act 1999, or, if that Act is not valid or does not exist for any
reason, means any Act imposing or relating to the imposition or administration
of a goods and services tax in Australia and any regulation made under that Act.

GUARANTOR means James Hardie Industries N.V.

INITIAL TERM means the first 17 years, 4 months, 23 days term of this Lease
commencing on 1 November 1998.

INTEREST RATE means the minimum rate of interest charged by the Commonwealth
Bank of Australia, on an overdraft of $100,000 plus 2%.

IPLEX PREMISES means the premises the subject of the lease by the Lessor to
Iplex Pipelines Australia Pty Limited registered number AA317065 and any
extension, renewal of or holding over under it.

LAND means the land described in Item 3.

LAND TAX means land taxes or taxes in the nature of a tax on land, calculated on
the taxable value of the Land at the rate which would be payable by the Lessor
if the Land were the only land owned by the Lessor in New South Wales and the
land is not subject to a trust.

LAW includes any requirement of any statute, rule, regulation, proclamation,
ordinance or by-law, present or future, and whether state, federal or otherwise.

LEASE means this lease between the Lessor and the Lessee.

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                                                          Allens Arthur Robinson

LEASE YEAR means every 12 month period commencing on and from the Commencing
Date.

LESSEE means the party specified in Item 2, its successors and assigns.

LESSEE'S BUSINESS means the business carried on or entitled to be carried on in
the Premises in compliance with the Permitted Use of the Premises.

LESSEE'S FITOUT AND FITTINGS means all fixtures, fittings, plant, equipment,
partitions or other articles and chattels of all kinds (other than
stock-in-trade) which satisfy all of the following:

(a)   they are owned by or leased by third parties to the Lessee; and

(b)   they are, at any time, in or attached to the Premises or the Licensed
      Area.

LESSEE'S PROPORTION means:

(a)   in respect of items (a), (b), (c) and (e) in the definition of Outgoings,
      that proportion which the Lettable Area of the Premises bears to the area
      of the Land determined in accordance with the Method of Measurement from
      time to time and which at the Commencing Date of the lease for the Initial
      Term is that proportion set out in Item 14; and

(b)   in respect of item (d) in the definition of the Outgoings, 100%.

LESSOR means the party specified in Item 1 or the party for the time being
entitled to the reversion expectant upon expiration or prior determination of
the Lease.

LESSOR'S ASSET REGISTER means the list of items in the Premises or the Licensed
Area contained in Annexure B.

LESSOR'S FIXTURES means all fixtures in the Premises owned by the Lessor
including the items listed in the Lessor's Asset Register and:

(a)   (GENERAL) all plant and equipment, mechanical or otherwise which forms
      part of the base Building, fittings, fixtures, furniture, furnishings of
      any kind, including window coverings, blinds and light fittings; and

(b)   (FIRE FIGHTING) all stop cocks, fire hoses, hydrants, other fire
      prevention aids and all fire fighting systems from time to time located in
      the Premises or which may service the Premises and be on the Land.

LETTABLE AREA means the gross lettable area determined in accordance with the
Method of Measurement.

LICENSED AREA means the area the subject of the licence granted under clause 18
being that part of the Land and the improvements hatched on the plan in Annexure
D.

LIQUIDATION includes liquidation, official management, receivership, compromise,
arrangement, amalgamation, administration, reconstruction, winding up,
dissolution, assignment for the benefit of creditors, arrangement or compromise
with creditors, bankruptcy or death.

MAKE GOOD BUILDINGS means the buildings and other improvements hatched on the
plan in Annexure C.

MARKET RENT means the Rent which could be obtained with respect to the Premises
as at a particular Market Review Date in an open market by a willing but not
anxious Lessor assessed using the criteria in clause 4.5(g).

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                                                          Allens Arthur Robinson

MARKET REVIEW means a review of the Rent in accordance with clause 4.4 and (if
applicable) clauses 4.5 and 4.6.

MARKET REVIEW DATE means a date on which a Market Review is to occur as set out
in Item 10.

METHOD OF MEASUREMENT means the Method of Measurement of Buildings (1997
Revision) adopted by the Property Council of Australia Limited (formerly the
Building Owners and Managers Association of Australia Limited). The Method of
Measurement shall remain fixed for the term of this Lease and any Further Term
despite any subsequent editions or variations which may be issued.

NON-MAKE GOOD BUILDINGS means the buildings and other improvements crosshatched
on the plan in Annexure C.

OUTGOINGS means:

(a)   (LAND TAX) all Land Tax;

(b)   (COUNCIL RATES) all charges payable to the Council:

      (i)   levied or charged with respect to the Land or the Premises or their
            use or occupation;

      (ii)  for any services to the Land or the Premises of the type from time
            to time provided by the Council; and/or

      (iii) for waste and general garbage removal from the Land or the Premises
            (including any excess);

(c)   (WATER RATES) all charges payable to an Authority:

      (i)   levied or charged with respect to the Land or the Premises or their
            use or occupation; and

      (ii)  for the provision, reticulation or discharge of water and/or
            sewerage and/or drainage (including meter rents) to the Land or the
            Premises;

(d)   (MANAGEMENT FEES) reasonable fees for management of the Premises capped at
      1% of the Rent and Outgoings from time to time; and

(e)   (INSURANCES) where the Lessor has effected the policy, all insurance
      premiums payable in respect of insurances for the Premises for its full
      insurable or replacement value to cover damage by fire, storm, tempest,
      impact and other usually insured risks of that nature, including loss of
      rent insurance (capped at 18 months cover),

but excluding from this Paragraph any amount which is:

(i)   (ALREADY INCLUDED) already included by virtue of another Paragraph of this
      definition;

(ii)  (OTHERWISE PAYABLE) otherwise payable by the Lessee pursuant to the
      provisions of this Lease;

(iii) (TAX) income tax and capital gains tax of any nature; or

(iv)  (PAYABLE BY THE LESSOR) otherwise payable by the Lessor with respect to
      its obligations under this Lease.

PAYMENT means:

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                                                          Allens Arthur Robinson

(a)   the amount of any monetary consideration (other than a GST Amount payable
      under this clause); and

(b)   the GST Exclusive Market Value of any non-monetary consideration,

paid or provided by the Lessee for this Lease or by the Lessor or the Lessee for
any other Supply made under or in connection with this Lease and includes:

(c)   any Rent or contribution to Outgoings; and

(d)   any amount payable by way of indemnity, reimbursement, compensation or
      damages.

PERMITTED USE means the use of the Premises specified in Item 11

PLAN means the plan forming Annexure B to lease registered number 5595975.

PREMISES means part of the Land being the buildings and other improvements
specified in Item 4, and includes any of the Lessor's Fixtures from time to time
in or on them.

PROPOSED WORK includes any proposed sign, work, alteration, addition or
installation in or to the Premises, the Lessor's Fixtures and/or to the existing
Lessee's Fitout and Fittings by the Lessee and/or by the Lessee's Employees.

RELATED BODY CORPORATE has the same meaning as given to that term in the
Corporations Act 2001.

RENT means the rent specified in Item 9 as varied from time to time in
accordance with this Lease.

REQUIREMENT includes any notice, order, direction, stipulation or similar
notification received from or given by any Authority pursuant to and enforceable
under any Law (including Environmental Law), whether in writing or otherwise,
and regardless of to whom it is addressed or directed.

REVIEW DATE means a date on which either a CPI Review or a Market Review is to
occur as set out in Item 10.

SECTION 28 NOTICE means the maintenance of remediation notice dated 12 April
1999 issued with respect to the Land by the Environmental Protection Authority
of New South Wales under section 28 of the Contaminated Land Management Act
1997.

SERVICES means electricity, gas, sewerage, water and telephone services.

SUBSTANCE includes:

(a)   any form of organic or chemical matter whether solid, liquid or gas; and

(b)   radiation, radioactivity and magnetic activity.

SURPLUS LICENSED AREA means that part of the Licensed Area hatched on the plan
in Annexure F.

TAX ACT means the Income Tax Assessment Act 1936 (Cth) and/or the Income Tax
Assessment Act 1997 (Cth) (as the case may require).

TERMINATING DATE means:

(a)   the date specified in Item 7;

(b)   any earlier date on which this Lease is determined;

(c)   the date of expiration or earlier termination of the Further Term or, if
      more than one, the last Further Term; or

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                                                          Allens Arthur Robinson

(d)   the end of any period of holding over under clause 3.3,

as appropriate.

TERMINATION PAYMENT means:

(a)   in respect of clause 7.1(e)(i)(A), the net present value of the aggregate
      of:

      (i)   the Rent and the Lessee's Proportion of Outgoings payable for the
            balance of the Term calculated from the date of termination; and

      (ii)  the cost of compliance with the Lessee's obligations in clause 13,

      using the 10 year Commonwealth of Australia Government bond interest rate
      plus 115 basis points; and

(b)   in respect of clauses 7.1(e)(i)(B) and 7.1(e)(ii), the net present value
      of the aggregate of:

      (i)   the Rent and the Lessee's Proportion of Outgoings payable for the
            balance of the Term with respect to the proportionate area of the
            Premises surrendered calculated from the date of the surrender; and

      (ii)  the cost of compliance with the Lessee's obligations in clause 13,

      using the 10 year Commonwealth of Australia Government bond interest rate
      plus 115 basis points.

UMPIRE means a person who:

(a)   is at the relevant time a Valuer;

(b)   is appointed under clause 4.5;

(c)   accepts his appointment in writing; and

(d)   undertakes to hand down his determination of the Rent within 20 Business
      Days after being instructed to proceed.

VALUER means a person who:

(a)   is a full member of the Australian Institute and has been for the last 5
      years;

(b)   holds a licence to practise as a valuer of premises of the kind leased by
      this Lease;

(c)   is active in the relevant market at the time of his appointment;

(d)   has at least 3 years experience in valuing premises of the kind leased by
      this Lease; and

(e)   undertakes to act promptly in accordance with the requirements of this
      Lease.

1.2   GENERAL

      Headings are for convenience only and do not affect interpretation. The
      following rules of interpretation apply unless the context requires
      otherwise.

(a)   (PLURALS) The singular includes the plural and conversely.

(b)   (GENDER) A gender includes all genders.

(c)   (OTHER GRAMMATICAL FORMS) Where a word or phrase is defined, its other
      grammatical forms have a corresponding meaning.

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                                                          Allens Arthur Robinson

(d)   (PERSON) A reference to a person, corporation, trust, partnership,
      unincorporated body or other entity includes any of them.

(e)   (CLAUSE) "clause", "Paragraph", "Schedule" or "Annexure" refers to this
      Lease and "Item" refers to the Schedule of Terms forming part of this
      Lease.

(f)   (SUCCESSORS AND ASSIGNS) A reference to any party to this Lease or any
      other agreement or document includes the party's successors and
      substitutes or assigns.

(g)   (JOINT AND SEVERAL OBLIGATIONS) A reference to a right or obligation of
      any two or more persons confers that right, or imposes that obligation, as
      the case may be, jointly and severally.

(h)   (EXTRINSIC TERMS) Subject to the provisions of any written material to
      which the Lessor and the Lessee are parties, the Lessor and the Lessee
      agree that:

      (i)   (WHOLE AGREEMENT) the terms contained in this Lease cover and
            comprise the whole of the agreement in respect of the Premises
            between the Lessor and the Lessee; and

      (ii)  (NO COLLATERAL AGREEMENT) no further terms, whether in respect of
            the Premises or otherwise, shall be implied or arise between the
            Lessor and the Lessee by way of collateral or other agreement made
            by or on behalf of the Lessor or by or on behalf of the Lessee on or
            before or after the execution of this Lease, and any implication or
            collateral or other agreement is excluded and negatived.

(i)   (AMENDMENTS AND VARIATIONS) A reference to an agreement or document
      (including this Lease) is to the agreement or document as amended,
      novated, supplemented, varied or replaced from time to time, except to the
      extent prohibited by this Lease.

(j)   (LEGISLATION) A reference to legislation or to a provision of legislation
      includes a modification, re-enactment of or substitution for it and a
      regulation or statutory instrument issued under it.

(k)   (AUSTRALIAN CURRENCY) A reference to "dollars" or "$" is to Australian
      currency.

(l)   (SCHEDULES AND ANNEXURES) Each schedule of/or annexure to this Lease forms
      part of it.

(m)   (CONDUCT) A reference to conduct includes any omission, statement or
      undertaking, whether or not in writing.

(n)   (WRITING) A reference to "writing" includes a facsimile transmission and
      any means of reproducing words in a tangible and permanently visible form.


(o)   (EVENT OF DEFAULT) An Event of Default "subsists" until it has been waived
      by or remedied to the reasonable satisfaction of the Lessor.

(p)   (INCLUDES) A reference to "includes" or "including" means "includes,
      without limitation," or "including, without limitation," respectively.

(q)   (WHOLE) Reference to the whole includes part.

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                                                          Allens Arthur Robinson

(r)   (DUE AND PUNCTUAL) All obligations are taken to be required to be
      performed duly and punctually.

(s)   (PERMIT OR OMIT) Words importing "do" include do, permit or omit, or cause
      to be done or omitted.

(t)   (BODIES AND AUTHORITIES)

      (i)   (SUCCESSORS) Where a reference is made to any person, body or
            Authority that reference, if the person, body or Authority has
            ceased to exist, will be to the person, body or Authority as then
            serves substantially the same objects as that person, body or
            Authority.

      (ii)  (PRESIDENT) Any reference to the President of that person, body or
            Authority, in the absence of a President, will be read as a
            reference to the senior officer for the time being of the person,
            body or Authority or any other person fulfilling the duties of
            President.

(u)   (CONSENT OF LESSOR) Unless stated otherwise in this Lease, where the
      Lessor has a discretion or its consent or approval is required for
      anything the Lessor:

      (i)   shall not unreasonably withhold, delay or condition its decision,
            consent or approval; and

      (ii)  must exercise its discretion acting reasonably.

(v)   (RELEVANT DATE) Where the day or last day for doing anything or on which
      an entitlement is due to arise is not a Business Day that day or last day
      will be the immediately following Business Day.

(W)   (MONTH) Month means calendar month.

(x)   (AREAS) Unless otherwise stated in this Lease or the context otherwise
      requires, where the area whether gross or net and whether the whole or
      part of the Land is to be calculated or measured for the purposes of this
      Lease, those calculations and measurements shall be in accordance with the
      Method of Measurement.

(y)   (THIRD PARTIES) Any clause which requires that a third party act or
      refrain from acting will be read (where the context permits) that the
      party to this Lease appointing or otherwise having control of that third
      party shall cause or procure that third party to act or refrain from
      acting.

2.    EXCLUSION OF STATUTORY PROVISIONS


2.1   RELEVANT ACTS

      To the extent permitted by Law or as may be contradicted by this Lease,
      the covenants, powers and provisions (if any) implied in leases by virtue
      of any Law are expressly negatived.

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                                                          Allens Arthur Robinson

3.    TERM

3.1   TERM OF LEASE

      Subject to this Lease the Lessor leases to the Lessee and the Lessee takes
      a lease of the Premises for the Term.

3.2   OPTION OF RENEWAL

      (a)   (GRANT OF FURTHER LEASE) If:

            (i)   (FURTHER TERM) a Further Term is specified in Item 8;

            (ii)  (LESSEE GIVES NOTICE) the Lessee notifies the Lessor not more
                  than 12 months nor less than 9 months before the Terminating
                  Date that it requires a further lease for the Further Term;
                  and

            (iii) (NO DEFAULT) at the date of that notice and at the Terminating
                  Date there is no subsisting Event of Default by the Lessee of
                  which the Lessee has been notified by the Lessor and:

                  (A)   (IF CAPABLE OF REMEDY) which has not been remedied to
                        the reasonable satisfaction of the Lessor within the
                        time specified in a notice given under clause 12.1 or
                        waived in writing by the Lessor; or

                  (B)   (IF NOT CAPABLE OF REMEDY) if not capable of remedy, for
                        which the Lessee has not paid the Lessor reasonable
                        compensation,

            the Lessor shall grant to the Lessee a lease of the Premises for the
            Further Term commencing on the day after the Terminating Date.

(b)   (CONDITIONS OF FURTHER LEASE) That lease for a Further Term will be on the
      same conditions as this Lease except that:

            (i)   (TERM) the term to be specified in Item 5 of the lease for the
                  Further Term will be the relevant period specified in Item 8;


            (ii)  (COMMENCING DATE) the date to be specified in Item 6 of the
                  lease for the Further Term will be the day after the
                  Terminating Date of the immediately preceding Term;

            (iii) (TERMINATING DATE) the date to be specified in Item 7 of the
                  lease for each Further Term will be the last day of the term
                  specified in Item 8 calculated from the commencing date of the
                  lease for that Further Term determined under Paragraph (ii);

            (iv)  (RENT) the amount of Rent to be specified in Item 9 of the
                  lease for the Further Term will be as agreed under clause
                  3.2(c) or if no agreement is reached under that clause as
                  determined under clauses 4.4, 4.5 and 4.6 as if the commencing
                  date of the lease for the Further Term was a Market Review
                  Date;

            (v)   (REVIEW DATES) the Review Dates specified in Item 10 shall be
                  omitted and replaced with the Review Dates specified in Item
                  13;

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                                                          Allens Arthur Robinson

            (vi)  (FURTHER OPTIONS) the number of Further Terms specified in
                  Item 8 shall be reduced by one from the number specified in
                  Item 8 of this Lease; and

            (vii) (LAST FURTHER LEASE) if in any lease for the Further Term the
                  number of Further Terms specified in Item 8 would by the
                  operation of Paragraph (vi) be zero, then Item 13 and this
                  clause 3.2 will not be included in that further lease so that
                  the last further lease will end on the last day of the last
                  occurring Further Term specified in Item 8 of this Lease.

      (c)   (EARLY DETERMINATION OF MARKET RENT)

            (i)   If the Lessee wishes to know the Rent for the first year of
                  the Further Term prior to exercising its option for a Further
                  Term, the Lessee may give notice to the Lessor seeking a
                  determination of the Market Rent for the Further Term (such
                  notice being given no earlier than 15 months and no later than
                  12 months prior to the Terminating Date of the Lease).

            (ii)  The Lessor must give the Lessee a notice with the Lessor's
                  assessment of the Market Rent to apply in the first year of
                  the Further Term within 10 Business Days after the Lessee
                  gives a notice under clause 3.2(c)(i).

            (iii) Upon receipt of the Lessor's assessment of Market Rent under
                  clause 3.2(c)(ii), the parties agree to negotiate in good
                  faith to agree upon the Market Rent to apply in the first year
                  of the Further Term for a period of up to 3 months after the
                  Lessor's notice of assessment of Market Rent is received by
                  the Lessee.

            (iv)  If the parties fail to reach agreement under clause
                  3.2(c)(iii), clause 3.2(b)(iv) continues to apply.

3.3   HOLDING OVER

      If the Lessor does not indicate refusal to the Lessee continuing to occupy
      the Premises beyond the Terminating Date (otherwise than under a lease for
      a Further Term) then:

(a)   (MONTHLY TENANCY) the Lessee does so as a monthly tenant and shall pay
      Rent and Outgoings:

      (i)   monthly in advance, the first payment to be made on the day
            following the Terminating Date; and

      (ii)  equal to one-twelfth of the annual rate of Rent and Outgoings
            payable immediately prior to the Terminating Date;

(b)   (DETERMINATION) the monthly tenancy is determinable at any time by either
      the Lessor or the Lessee by one month's notice given to the other, to end
      on any date, but otherwise the tenancy will continue on the conditions of
      this Lease as far as they may apply to a monthly tenancy.

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                                                          Allens Arthur Robinson

4.    RENT

4.1   PAYMENT OF RENT

      (a)   (RENT) The Lessee shall pay Rent to the Lessor at the relevant rate
            from time to time:

            (i)   (NO DEMAND) without demand;

            (ii)  (NO DEDUCTION) without any deduction, abatement, counterclaim
                  or right of set-off except to the extent that it is expressly
                  provided for in this Lease; and

            (iii) (INSTALMENTS) by equal monthly instalments (and
                  proportionately for any part of a month) in advance on the
                  first Business Day of each month.

      (b)   (AS DIRECTED BY LESSOR) All instalments of Rent shall be paid to the
            place and in the manner directed by the Lessor from time to time
            provided at least 10 Business Days notice of any change in the place
            or manner of payment is given.

4.2   RENT COMMENCEMENT

      The first instalment of Rent shall be paid on the Commencing Date.

4.3   DELETED

4.4   MARKET REVIEW OF RENT

      Should the Lessor wish to review the Rent as at a Market Review Date, then
      not earlier than 3 months before and not later than 3 months after the
      Market Review Date (time being of the essence) the Lessor may notify the
      Lessee of the Lessor's assessment of the Market Rent for the Premises at
      the particular Market Review Date. This assessment shall take into account
      the criteria contained in clause 4.5(g) which apply at that particular
      Market Review Date and, if applicable, clause 4.6.

4.5   LESSEE'S DISPUTE OF RENT

      If the Lessee disagrees with the Lessor's assessment of the Market Rent
      and the Lessor and the Lessee are unable to agree on the Market Rent to
      apply from a particular Market Review Date then the following procedure
      applies.

      (a)   (LESSEE TO GIVE NOTICE) The Lessee shall within 30 Business Days of
            being notified of the Lessor's assessment of the Market Rent (time
            being of the essence) notify the Lessor that the Lessee requires the
            Market Rent to be determined in accordance with this clause 4.5.

      (b)   (i)  (NOMINATION OF VALUERS) Each of the Lessee and the Lessor
                  shall, within 10 Business Days of service of the Lessee's
                  notice under clause 4.5(a), by notice nominate a Valuer to the
                  other and shall formally appoint that Valuer.

            (ii)  (NOMINATION OF UMPIRE) Where two Valuers have been nominated
                  they shall, within 5 Business Days of the date of the later
                  nomination and prior to making their determination as to the
                  Market Rent for the Premises,

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                                                          Allens Arthur Robinson

                  agree upon and nominate an Umpire to determine any
                  disagreement which may arise between them.

            (iii) (FAILURE TO AGREE) If the Valuers cannot agree on or fail to
                  nominate an Umpire within 5 Business Days of the date of the
                  later nomination then either Valuer, the Lessor or the Lessee
                  may request the President of the Australian Institute to
                  nominate the Umpire.

      (c)   (VALUER'S DETERMINATION) Subject to clauses 4.5(d), (e) and (f), the
            nominated Valuers shall within 20 Business Days of the later
            nomination jointly determine the Market Rent of the Premises having
            regard to clause 4.5(g) as at that particular Market Review Date.

      (d)   (CONSEQUENCES OF LESSEE'S FAILURE) If the Lessee fails to nominate a
            Valuer in accordance with clause 4.5(b) within the time required:

            (i)   (DETERMINATION BY LESSOR'S VALUER) the determination of the
                  Market Rent shall be made by the Lessor's Valuer within 20
                  Business Days after being nominated, and his determination
                  will be final and binding on the parties as if he had been
                  appointed by Consent; and

            (ii)  (COSTS) the Costs of the Lessor's Valuer's determination shall
                  be apportioned equally between the Lessor and Lessee.

      (e)   (CONSEQUENCES OF LESSOR'S FAILURE TO NOMINATE VALUER) If the Lessee
            nominates a Valuer under clause 4.5(b) within the time required, but
            the Lessor fails to do so:

            (i)   (DETERMINATION BY LESSEE'S VALUER) the determination of the
                  Market Rent shall be made by the Lessee's Valuer within 20
                  Business Days after being nominated, and his determination
                  will be final and binding on the parties as if he had been
                  appointed by Consent; and

            (ii)  (COSTS) the Costs of the Lessee's Valuer's determination shall
                  be apportioned equally between the Lessor and Lessee.

      (f)   (i)   (PROCEDURE IN EVENT OF DISAGREEMENT BETWEEN VALUERS) Should
                  the Valuers be unable to agree on the Market Rent for the
                  Premises within the time required then the Market Rent shall
                  be determined by the Umpire under clause 4.5(f)(iii).

            (ii)  (PROCEDURE WHERE VALUER FAILS TO ASSESS) If either or both of
                  the Valuers for any reason fail to assess the Market Rent
                  within the time required for them to make a determination,
                  then either Valuer, the Lessor or the Lessee may request the
                  Umpire to determine the Market Rent.

            (iii) (UMPIRE'S DETERMINATION) If it becomes necessary for the
                  Umpire to determine the Market Rent, his determination will be
                  final and binding on the parties and:

                  (A)   (EVIDENCE OF VALUERS) in making his or her determination
                        the Umpire shall have regard to any evidence submitted
                        by the Valuers as to their assessments of the Market
                        Rent;

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                                                          Allens Arthur Robinson

            (B)   (WRITTEN DETERMINATION) the Umpire shall give his
                  determination and the reason for it in writing to the Lessor
                  and the Lessee within 20 Business Days of request for it in
                  accordance with this Lease by the Lessor, the Lessee or the
                  Valuers (or any of them); and

            (C)   (UMPIRE'S MAXIMUM) the Umpire's determination shall not be
                  more than the highest Market Rent as assessed by either Valuer
                  under this clause 4.5.

(g)   (MARKET RENT CRITERIA) In determining the Market Rent each Valuer
      (including the Umpire) shall be taken to be acting as an expert and not as
      an arbitrator, and shall determine the Market Rent for the Premises as at
      the particular Market Review Date having regard to the terms of this Lease
      and shall:

      (i)   (EXCLUSIONS) disregard:

            (A)   (GOODWILL) the value of any goodwill of the Lessee's Business,
                  the Lessee's Fitout and Fittings and any other interest in the
                  Premises created by this Lease; and

            (B)   (MONEY FROM OCCUPATIONAL ARRANGEMENT) any sublease or other
                  sub-tenancy agreement or occupational arrangement in respect
                  of any part of the Land and any rental, fees or money payable
                  under any of them; and

      (ii)  (CONSIDERATIONS) have regard to:

            (A)   (LENGTH OF TERM) the length of the whole of the Term,
                  disregarding the fact that part of the Term will have elapsed
                  at the Market Review Date, and have regard to the provisions
                  of any options for a Further Term;

            (B)   (COMPARABLE PREMISES AND LOCATIONS) the rates of rent payable
                  for comparable premises in comparable locations;

            (C)   (ALL COVENANTS OBSERVED) all covenants on the part of the
                  Lessee and the Lessor in this Lease and assume that all
                  covenants on the part of the Lessee have been fully performed
                  and observed on time;

            (D)   (OUTGOINGS) the Lessee's obligation to pay the Lessee's
                  Proportion of Outgoings; and

            (E)   (RENT REVIEW) the frequency of market and other Rent reviews;
                  and

      (iii) (ASSUMPTIONS) assume that:

            (A)   the Premises are available for use for the primary purpose for
                  which the Premises may be used in accordance with this Lease;

            (B)   there has been no fair wear and tear of the Premises since the
                  Effective Date; and

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                                                          Allens Arthur Robinson

            (C)   any buildings which have been removed pursuant to clause
                  7.11(d) have not been removed.

      (h)   (COSTS OF VALUERS) The Costs incurred in the determination of the
            Market Rent under this clause 4.5 shall be borne by the Lessor and
            by the Lessee in the following manner:

            (i)   (VALUER) subject to clauses 4.5(d)(ii) and (e)(ii), for the
                  Costs of each Valuer appointed by a party, by the party who
                  appoints that Valuer; and

            (ii)  (UMPIRE) for the Costs of the Umpire, by the parties equally.

      (i)   (DATE OF EFFECT OF DETERMINATION OF MARKET RENT) Subject to clauses
            4.5(j) and 4.6, any variation in the Rent resulting from a
            determination of the Market Rent under clause 4.4 and/or 4.5 (as
            appropriate) will be effective on and from that particular Market
            Review Date.

      (j)   (PAYMENT OF RENT PENDING REVIEW) Where there is a dispute as to the
            Market Rent under clause 4.4 after the relevant Market Review Date
            or the revised Rent is not known at a Market Review Date then the
            amount of Rent payable by the Lessee from the Market Review Date
            pending the resolution of that dispute or the determination of the
            Market Rent shall be the Rent payable immediately before the
            relevant Market Review Date.

      (k)   (ADJUSTMENT) On resolution of the dispute or the Market Rent being
            determined, if the Rent payable for the period commencing on the
            Market Review Date is determined to be greater than that paid by the
            Lessee since the Market Review Date, then the Lessee shall pay the
            deficiency to the Lessor within 10 Business Days of the date of
            determination of the Market Rent under clause 4.4 or the
            determination of the Market Rent by the Valuers or by the Umpire
            under this clause 4.5 (as the case may be).

4.6   MAXIMUM INCREASE ON REVIEW

      Despite any other provision of this Lease the annual Rent payable from any
      Review Date following a review of the Rent under clause 4.4 (and, if
      applicable, clause 4.5) shall in no circumstances be:

      (a)   less than the annual Rent payable in the Lease Year immediately
            prior to that Review Date; or

      (b)   in the case of a Market Review (other than at the Commencing Date of
            a Further Term):

            (i)   greater than the Rent payable in the Lease Year immediately
                  prior to the Market Review Date plus 10%; or

            (ii)  less than the annual Rent determined under clause 4.7.

4.7   FIXED REVIEW

      On each Fixed Review Date, the Rent shall increase to 103% of the Rent
      payable immediately prior to that Fixed Review Date.

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                                                          Allens Arthur Robinson

5.    OUTGOINGS

5.1   SERVICES

      (a)   (METERS) The Lessor shall ensure that all Services supplied to the
            Premises are separately metered.

      (b)   (COSTS) The Lessee shall pay all Costs for all Services supplied to
            the Premises (but with respect to water, the obligation under this
            clause 5.1(b) is limited to water usage and consumption charges).

5.2   CLEANING

      The Lessee shall at its own Cost ensure that the Premises are kept clean.

5.3   OUTGOINGS

      The Lessee shall pay to the Lessor for each Lease Year an amount equal to
      the Lessee's Proportion of the Outgoings in accordance with this clause 5.
      This obligation shall not extend to any fines, penalties or interest on
      the Outgoings which arise because of the Lessor's delay in payment or the
      Lessor's delay in providing relevant invoices and accounts to the Lessee
      for payment.

5.4   LESSOR'S ESTIMATE

      The Lessor may:

      (a)   (NOTIFICATION OF ESTIMATE) before or during each Lease Year notify
            the Lessee of the Lessor's reasonable estimate of the Lessee's
            Proportion of Outgoings for that Lease Year; and

      (b)   (ADJUSTMENT OF ESTIMATE) from time to time during that Lease Year by
            notice to the Lessee adjust the reasonable estimate of the Lessee's
            Proportion of Outgoings as may be appropriate to take account of
            changes in any of the Outgoings.

5.5   PAYMENTS ON ACCOUNT

      The Lessee shall pay on account the amount of the estimates of the
      Lessee's Proportion of Outgoings provided for in clause 5.4 by equal
      monthly instalments in advance on the same days and in the same manner as
      the Lessee is required to pay Rent.

5.6   YEARLY ADJUSTMENT

      (a)   (LESSOR'S NOTICE) As soon as practicable after the end of each Lease
            Year the Lessor shall give to the Lessee a notice with reasonable
            details and reasonable evidence of the Outgoings for that Lease
            Year.

      (b)   (ADJUSTMENT OF PAYMENTS ON ACCOUNT) The Lessee shall within 10
            Business Days after the date of the notice referred to in clause
            5.6(a) pay to the Lessor or the Lessor shall pay to the Lessee (as
            appropriate) the difference between the amount paid on account of
            the Lessee's Proportion of Outgoings during that Lease Year and the
            amount actually payable in respect of it by the Lessee, so that the

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                                                          Allens Arthur Robinson

            Lessee shall have paid the correct amount of the Lessee's Proportion
            of Outgoings for that Lease Year.

      (c)   (AUDITED STATEMENT) If the Lessee disagrees with the details,
            amounts or calculations contained in the notice referred to in
            clause 5.6(a), the Lessee may require the Lessor to give the Lessee
            an audited statement of the Outgoings for that Lease Year prepared
            by a chartered accountant reasonably approved by the Lessee (or
            failing approval within 5 Business Days of the request for the
            statement, selected by the President of the Institute of Chartered
            Accountants at the request of either the Lessor or the Lessee). The
            Lessor shall have 20 Business Days after a request from the Lessee
            within which to provide the statement.

      (d)   (READJUSTMENT) If the amounts shown in the audited statement are
            different from the amounts shown in the Lessor's notice given under
            clause 5.6(b), the amount of Outgoings shall be readjusted so that
            the Lessee shall have paid the correct amount of the Lessee's
            Proportion of Outgoings for that Lease Year.

5.7   GST

      (a)   (GENERAL) Capitalised expressions which are not defined in this
            clause but which have a defined meaning in the GST Law have the same
            meaning in this clause.

      (b)   (PAYMENT OF GST) The parties agree that:

            (i)   all Payments have been set or determined without regard to the
                  impact of GST;

            (ii)  if the whole or any part of a Payment is the consideration for
                  a Taxable Supply for which the payee is liable for GST, the
                  GST Amount in respect of the Payment must be paid to the payee
                  as an additional amount, either concurrently with the Payment
                  or as otherwise agreed in writing; and

            (iii) the payee will provide to the payer a Tax Invoice.

      (c)   (NET OF CREDITS) Despite any other provision of this lease, if a
            Payment due under this lease (including any contribution to
            Outgoings) is a reimbursement or indemnification by one party of an
            expense, loss or liability incurred or to be incurred by the other
            party, the Payment shall exclude any part of the amount to be
            reimbursed or indemnified for which the other party can claim an
            Input Tax Credit.

      (d)   (TPA) Each party will comply with its obligations under the Trade
            Practices Act 1974 in respect of any Payment to which it is entitled
            under this lease.

6.    USE OF PREMISES

6.1   PERMITTED USE

      The Lessee shall:

      (a)   (LESSEE'S BUSINESS) not without the Lessor's Consent use the
            Premises for any purpose other than those specified in Item 11;

      (b)   (NON RESIDENCE) not use the Premises as a residence;

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                                                          Allens Arthur Robinson

      (c)   (NO ANIMALS OR BIRDS) not keep any animals or birds in the Premises;
            and

      (d)   (PESTS AND VERMIN) at its own Cost keep the Premises free and clear
            of pests, insects and vermin.

6.2   OVERLOADING

      The Lessee shall not during the Term place or store any heavy articles or
      materials on any of the floors of, the Premises or the Building in a
      manner significantly differently from that at the Effective Date, without
      the Lessor's consent.

6.3   OTHER ACTIVITIES BY LESSEE

      The Lessee shall:

      (a)   (APPURTENANCES) not use the Appurtenances in the Premises for any
            purpose other than those for which they were designed, and shall not
            place in the Appurtenances any substance which they were not
            designed to receive;

      (b)   (AIR-CONDITIONING AND FIRE ALARM EQUIPMENT) where any
            air-conditioning or fire alarm system of the Lessor is installed in
            the Premises, not interfere (other than in accordance with clause
            7.1) with that system nor obstruct or hinder access to it;

      (c)   (NOT ACCUMULATE RUBBISH) keep the Premises reasonably clean;

      (d)   (NOT THROW ITEMS FROM WINDOWS) not throw anything out of the windows
            or doors of the Building or down the lift shafts, passages or
            skylights or into the light areas of the Building (if they exist),
            or deposit waste paper or rubbish anywhere except in proper
            receptacles, or place anything on any sill, ledge or other similar
            part of the exterior of the Building; and

      (e)   (INFECTIOUS DISEASES) if any infectious illness occurs in the
            Premises:

            (i)   (NOTIFY LESSOR) immediately notify the Lessor and all proper
                  Authorities; and

            (ii)  (FUMIGATE) where that illness is confined to the Premises, at
                  its Cost thoroughly fumigate and disinfect the Premises to the
                  satisfaction of the Lessor and all relevant Authorities.

6.4   FOR SALE/TO LET

      The Lessor is entitled:

      (a)   (ADVERTISING FOR LEASE) where the Lessee has not given notice under
            clause 3.2(a)(ii), but only during the last three months of the
            Term, to place advertisements and signs on the part(s) of the
            Premises as are reasonably appropriate to indicate that the Premises
            are available for lease;

      (b)   (INSPECTION BY PROSPECTIVE TENANTS) subject to the same limitations
            as in Paragraph (a), at all reasonable times and on reasonable
            notice (but where possible outside the usual trading hours of the
            Lessee) to show prospective tenants through the Premises;

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                                                          Allens Arthur Robinson

      (c)   (ADVERTISING FOR SALE) to place advertisements and signs on the
            part(s) of the Premises as it reasonably considers appropriate to
            indicate that the Premises are for sale; and

      (d)   (INSPECTION BY PROSPECTIVE PURCHASERS) at all reasonable times and
            on reasonable notice (but where possible outside the usual trading
            hours of the Lessee), to show prospective purchasers through the
            Premises.

      The Lessor may only exercise its rights under this clause 6.4 in the
      presence of a representative of the Lessee after signing and/or procuring
      signing by the Lessor's invitees of such confidentiality agreements as the
      Lessee may reasonable require. In exercise of those rights the Lessor must
      minimise any inconvenience or disruption to the Lessee or the Lessee's
      Business.

7.    MAINTENANCE, REPAIRS, ALTERATIONS AND ADDITIONS

7.1   REPAIRING OBLIGATIONS

      (a)   (GENERAL) The Lessee:

            (i)   must, during the Term and any extension or Further Term or any
                  holding over, keep the Premises in good repair and condition
                  including any structural or capital maintenance, replacement
                  or repair having regard to their state of repair and condition
                  at the Effective Date; and

            (ii)  acknowledges and agrees that subject to clauses 5.4, 5.6, 9.2,
                  11, 12.4, 15.2 and 15.5(b) and (c), the Lessor is not
                  responsible for any costs and expenses in relation to the
                  Premises during the Term and any extension or Further Term or
                  any holding over.

      (b)   (EXCLUSIONS) Despite clause 7.1, the Lessee has no obligation to
            carry out any works which relate to:

            (i)   (FAIR WEAR AND TEAR) fair wear and tear;

            (ii)  (INSURANCE) damage to the Premises caused by fire, storm or
                  tempest or any other risk covered by any insurance taken out
                  by the Lessor in respect of the Premises (other than where any
                  insurance money is irrecoverable through the act, omission,
                  neglect, default or misconduct of the Lessee or the Lessee's
                  Employees);

            (iii) (LESSOR'S ACT OR OMISSION) patent or latent damage to the
                  Premises caused or contributed to by any wilful or negligent
                  act or omission of the Lessor or its Employees; and

            (iv)  (NON-MAKE GOOD BUILDING) any works to the Non Make Good
                  Buildings, except to the extent required by clause 7.1(d) and
                  clause 13.

      (c)   (STRUCTURAL REPAIR) Subject to clauses 15.2 and 15.5(c), nothing in
            this Lease requires the Lessor to carry out any structural or
            capital maintenance, replacement or repair except where rendered
            necessary by any wilful or negligent act or omission of the Lessor
            or the Lessor's Employees, which maintenance,

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                                                          Allens Arthur Robinson

            replacement or repair the Lessor must attend to promptly after
            notice from the Lessee.

      (d)   (COMPLIANCE WITH LAWS AND REQUIREMENTS)

            The Lessee shall during the Term, subject to clauses 7.1(b)(i), (ii)
            and (iii), 7.1(e), 7.11, 15.2 and 15.5(c), comply with any Law or
            Requirement affecting the Premises (including any underground
            storage tanks and any Environmental contamination associated with
            them), the Lessee's use of the Premises and the Lessee's Fitout and
            Fittings except that the Lessor must, at its Cost, promptly comply
            with these Laws or Requirements:

            (i)   if the Lessor or the Lessor's Employees have taken action or
                  refrained from taking action that directly or indirectly has a
                  material effect in causing the Law or Requirement to apply, be
                  issued or enforced; or

            (ii)  if the Lessor or the Lessor's Employees have taken action or
                  refrained from taking action that directly or indirectly has a
                  material effect in causing the Law or Requirement to apply, be
                  issued or enforced by doing works on the Land or any adjoining
                  land; or

            (iii) if the Lessor or the Lessor's Employees have taken action or
                  refrained from taking action that directly or indirectly has a
                  material effect in causing the Law or Requirement to apply, be
                  issued or enforced because of any subdivision,
                  re-configuration of other dealing with the Land.

            However, the Lessor is not obliged to comply with the Law or
            Requirement where the Law or Requirement applies, is issued or
            enforced solely as a result of the Lessor or the Lessor's Employees
            making any applications to Authorities with respect to the
            redevelopment of that part of the Land which is not or will no
            longer be included in the Premises as anticipated by the terms of
            this Lease or because of the terms of any consents, approvals or
            permits granted by those Authorities in response to those
            applications.

      (e)   (OPTIONS TO TERMINATE OR SURRENDER)

            (i)   If there is a change in Law or a Requirement requiring the
                  demolition or substantial upgrade of Buildings on the
                  Premises, then the Lessee may at its option:

                  (A)   terminate this Lease by giving notice to the Lessor
                        together with the Termination Payment; or

                  (B)   partially surrender this Lease by giving to the Lessor a
                        surrender of lease in registrable form with respect to
                        the relevant part of the Premises (and any ancillary
                        areas) affected by the change in Law or Requirement
                        together with the Termination Payment. Unless access can
                        be provided to the surrendered area in accordance with
                        clause 7.1(e)(iv)(B), in determining the area to be
                        partially surrendered the Lessee must ensure that the
                        surrendered area is not landlocked.

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                                                          Allens Arthur Robinson

            (ii)  At any time during the Term the Lessee may at its option and
                  at its Cost:

                  (A)   partially surrender this Lease by giving to the Lessor a
                        surrender of lease in registrable form with respect to
                        any Non-Make Good Buildings together with the
                        Termination Payment; and

                  (B)   in determining the area to be partially surrendered the
                        Lessee must:

                        (1)   ensure that there is 6 metres clearance from the
                              perimeter of the surrendered area to the nearest
                              building; and

                        (2)   unless access can be provided to the surrendered
                              area in accordance with clause 7.1(e)(iv)(B)
                              ensure that the surrendered area is not
                              landlocked.

            (iii) Neither party will have any further obligation to the other
                  under this Lease following the date of service on the Lessor
                  of the termination notice or partial surrender of lease and
                  the relevant Termination Payment under clause 7.1(e)(i) or
                  7.1(e)(ii) (but limited with respect to the area of the
                  Premises surrendered in the case of clauses 7.1(e)(i)(B) and
                  7.1(e)(ii)), except for any pre-existing breach.

            (iv)  If clause 7.1(e)(i)(B) or 7.1(e)(ii) applies:

                  (A)   the Rent and Outgoings under this Lease shall reduce
                        proportionately by reference to the area of the Premises
                        surrendered (with any dispute to be determined under
                        clause 14) with effect from the date of service on the
                        Lessor of the notice of termination or partial surrender
                        of lease and the relevant Termination Payment (as the
                        case may be); and

                  (B)   the Lessee must permit the Lessor and persons authorised
                        by it to have a reasonable means of access through the
                        Premises to the surrendered area, so long as that means
                        of access and the use of it do not have a material
                        adverse impact on the Lessee's use or operation of the
                        Premises; and

                  (C)   the definition of Outgoings will be amended to include
                        reasonable security costs actually incurred by the
                        Lessor arising from multiple occupancies of the Land.

7.2   LESSOR'S RIGHT OF INSPECTION

      The Lessor may in the presence of a responsible officer of the Lessee at
      all reasonable times on giving to the Lessee reasonable notice enter the
      Premises and view the state of repair and condition.

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                                                          Allens Arthur Robinson

7.3   ENFORCEMENT OF REPAIRING OBLIGATIONS

      The Lessor may:

      (a)   (SERVE NOTICE) notify the Lessee of any failure by the Lessee to
            carry out within the time allowed by this Lease any repair,
            replacement or cleaning of the Premises which the Lessee is obliged
            to do under this Lease; and/or

      (b)   (CARRY OUT REPAIR) require the Lessee to carry out that repair,
            replacement or cleaning within a reasonable time. If the Lessee
            fails to do so within a reasonable time having regard to the nature
            of the defect complained of and the length of time reasonably
            required to remedy that defect, the Lessor may elect to carry out
            that repair, replacement or cleaning at the Lessee's Cost (but
            wherever possible outside the usual operating hours of the Lessee).
            The Lessee shall on demand reimburse the Lessor for those Costs. The
            Lessor in exercise of its rights under this clause 7.3(b) shall:

            (i)   sign and/or procure signing by the Lessor's invitees of such
                  confidentiality agreements as the Lessee may reasonably
                  require;

            (ii)  endeavour not to cause any undue inconvenience to the Lessee
                  and the conduct of the Lessee's Business; and

            (iii) make good any damage caused to the Premises without delay.

7.4   LESSOR MAY ENTER TO REPAIR, DECONTAMINATE

      If:

      (a)   (LESSOR WISHES TO REPAIR) the Lessor wishes to carry out any repairs
            to the Premises considered necessary or desirable by the Lessor or
            in relation to anything which the Lessor is obliged to do under this
            Lease; or

      (b)   (REQUIREMENTS OF AUTHORITY) any Authority requires any repair or
            work to be undertaken on the Premises (including any
            decontamination, remediation or other cleanup) which the Lessor must
            or in its absolute discretion elects to do and for which the Lessee
            is not liable under this Lease,

      then the Lessor, its architects, workmen and others authorised by the
      Lessor may at all reasonable times on giving to the Lessee reasonable
      notice enter and carry out any of those works and repairs. In so doing the
      Lessor shall:

      (c)   sign and/or procure signing by the Lessor's Employees of such
            confidentiality agreements as the Lessee may reasonably require;

      (d)   endeavour not to cause undue inconvenience to the Lessee and the
            conduct of the Lessee's Business, and

      (e)   make good any damage caused to the Premises without delay.

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                                                          Allens Arthur Robinson

      The Lessor shall indemnify the Lessee on demand in respect of all Claims
      incurred or suffered by the Lessee as a consequence of the carrying out of
      works under this clause 7.4.

7.5   DELETED

7.6   ALTERATIONS TO PREMISES

      (a)   (NO CONSENT REQUIRED) The Lessee is entitled to carry out any
            Proposed Work on or to the Premises without the need to seek or
            obtain Lessor's Consent except that the Lessee must obtain the
            Lessor's Consent prior to carrying out any structural Proposed
            Works:

            (i)   on or to any Make Good Buildings; or

            (ii)  which materially increase the footprint of the Non-Make Good
                  Buildings,

            such Consent not to be unreasonably withheld or delayed.

      (b)   (DEEMED CONSENT) If the Lessor does not respond conclusively to a
            request for Consent within 20 Business Days of the written request
            being served on it, the Lessor is deemed to have Consented to the
            relevant request.

      (c)   (APPROVALS) The Lessee shall obtain all necessary approvals or
            permits before carrying out the Proposed Work.

      (d)   (LESSOR TO ASSIST) The Lessor shall at the Lessee's Cost without
            delay do all acts and sign all documents to enable the Lessee to
            obtain the approvals and permits referred to in clause 7.6(c) and
            otherwise to enable the Lessee to carry out any Proposed Work in
            accordance with this Lease.

      (e)   (SPECIFIC PROPOSED WORKS) Despite clause 7.6(a), the Lessor gives
            its consent to Proposed Work which relates to installation and
            removal of the Lessee's plant and equipment, including bolting or
            affixing to the floors of the Premises, subject to clauses 6.2 and
            13; and

      (f)   (CONDITION) The Lessor, acting reasonably, may require the Lessee to
            carry out remediation works as a condition of the Lessor's Consent
            to Proposed Work where Consent is required under clause 7.6(a) if
            the Proposed Works will, if implemented:

            (i)   trigger a Requirement to carry out those remediation works; or

            (ii)  render the Premises unsuitable for the Permitted Use unless
                  the remediation works are carried out with the Proposed Work.

7.7   NOTICE TO LESSOR OF DAMAGE, ACCIDENT ETC.

      The Lessee shall notify the Lessor of any:

      (a)   (ACCIDENT) accident to or in the Premises; and/or

      (b)   (NOTICE) circumstances reasonably likely to cause any damage or
            injury to occur within the Premises,

      of which the Lessee has actual notice.

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7.8   MAINTENANCE CONTRACTS

      The Lessee shall at its own Cost enter into maintenance contracts for the
      fire fighting services and equipment servicing the Premises with
      contractors approved by the Lessee and in a form and on terms (whether as
      to cost, standard of service or otherwise) reasonably acceptable to the
      Lessee.

7.9   DELETED

7.10  LESSEE'S FITOUT AND FITTINGS

      The Lessee's Fitout and Fittings shall at all times be and remain the
      property of the Lessee (or the lessor of the Lessee's Fitout and Fittings,
      if applicable) despite any particular method of annexation to the
      Premises.

7.11  TIMING FOR WORKS AND COMPLIANCE WITH REQUIREMENTS

      Despite any other provision of this Lease:

      (a)   the Lessee may carry out any maintenance, repair or replacement or
            other works or comply with any Law or Requirement which it is
            required under this Lease to do or comply with at such time as the
            Lessee (acting reasonably) determines except that the Lessee must
            still comply with:

            (i)   the timetable set out in the relevant Requirement to which any
                  works relate; and

            (ii)  clause 13; and

      (b)   subject to clause 7.11(a)(i), the Lessor agrees that the mere issue
            of a Requirement or the existence of a non-compliance with Law does
            not of itself:

            (i)   trigger the Lessee's obligation to comply with it; or

            (ii)  constitute a timetable to do any works; or

            (iii) constitute a breach of this Lease by the Lessee;

      (c)   the Lessor cannot (and shall not) take any steps or exercise any
            rights under this Lease or otherwise to cause the Lessee to remedy
            the non-compliance with Law or comply with the Requirement (or do so
            itself under clause 7.3 or otherwise), unless:

            (i)   clauses 7.11(a)(i) or (ii) apply; or

            (ii)  the relevant Authority is taking active steps to require the
                  Lessor to remedy the non-compliance or comply with the
                  Requirement and the Lessor will be exposed to liability or
                  Cost if it does not do so; and

      (d)   the Lessee may, in its absolute discretion, elect to demolish any
            asbestos clad or roofed Buildings rather than comply with the
            relevant Law or Requirement but the Rent will not be reduced if the
            Lessee does so.

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                                                          Allens Arthur Robinson

7.12  SET OFF PROCEDURE

      (a)   (NOTICE) If the Lessee wishes to set off any amount against the
            Rent, the Outgoings or any other amounts under this Lease in
            exercise of its rights under this Lease to do so, then the Lessee
            must give notice to the Lessor of the amount involved, reasonable
            detail of what the set off relates to and the provision of this
            Lease with respect to which the right is proposed to be exercised.

      (b)   (NO RESPONSE) If the Lessor does not respond to this notice within
            20 Business Days of service of it (time being of the essence), the
            Lessee is entitled to exercise the set off rights referred to in the
            notice in accordance with this Lease.

      (c)   (DISPUTE) If the Lessor by notice to the Lessee disputes the
            Lessee's notice given under clause 7.12(a) within 20 Business Days
            of service of it (time being of the essence) and that dispute is not
            resolved within 5 Business Days of service of the Lessor's notice,
            either party may refer the matter to an appropriate independent
            person for determination under clause 14. The Lessee may not
            exercise any set off rights until any dispute under this clause has
            been determined or resolved.

8.    ASSIGNMENT AND SUB-LETTING

8.1   NO DISPOSAL OF LESSEE'S INTEREST WITHOUT CONSENT

      (a)   The Lessee may assign, transfer, sublet, licence or otherwise deal
            with or part with possession of the Premises or this Lease or any
            part of or any interest in them with the Consent of the Lessor which
            shall not be unreasonably withheld.

      (b)   The Lessor Consents to all sub-leases, sub-licences or other
            sub-rights to occupy the Premises which are in existence as at the
            Effective Date, whether or not those arrangements have been
            documented or disclosed.

8.2   LESSOR'S OBLIGATION TO CONSENT

      The Lessor must give the Consent referred to in clauses 8.1 and 8.5 if the
      Lessee proves to the reasonable satisfaction of the Lessor that the
      incoming tenant is a respectable, responsible and solvent Person and, in
      the case of an assignment or transfer, who is reasonably capable of
      performing the Lessee's obligations under this Lease.

8.3   JAMES HARDIE INDUSTRIES N.V. PROVISIONS

      Despite clause 8.1, whilst the Lessee is James Hardie Australia Pty
      Limited or James Hardie Industries N.V. or a Related Body Corporate of
      either of those companies:

      (a)   (SUBLETTING) the Lessee may sublet, licence or otherwise part with
            possession of the Premises without obtaining the Lessor's Consent if
            the proposed sublessee or licensee is James Hardie Australia Pty
            Limited or James Hardie Industries N.V. or a Related Body Corporate
            of either of those companies. The Lessee shall notify the Lessor
            upon granting a sublease or licence of this nature;

      (b)   (ASSIGNMENT) the Lessee may assign this Lease to a Related Body
            Corporate of James Hardie Australia Pty Limited or James Hardie
            Industries N.V. or to either of

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                                                          Allens Arthur Robinson

            those companies without obtaining the Lessor's Consent but notice of
            the assignment must be given to the Lessor;

      (c)   (SALE OF BUSINESS) if there is a sale to a purchaser of the business
            carried on by James Hardie Australia Pty Limited or James Hardie
            Industries N.V. (as the case may be) then the Lessor gives its
            consent to an assignment of this Lease to the purchaser;

      (d)   (SHORT TERM SUBLEASE OR LICENCE) the Lessee may sublet or licence up
            to 1,000m2 of the Premises without the Lessor's Consent where the
            term of that sublease or licence (excluding any renewal or holding
            over period) does not exceed 12 months; and

      (e)   (NOVATION) the Lessee may novate this Lease to a Related Body
            Corporate of James Hardie Australia Pty Limited or James Hardies
            Industries N.V. as long as at the same time the novation occurs the
            Lessee procures that a guarantee of the obligations of the new
            tenant under this Lease is given by James Hardie Industries N.V. in
            a form satisfactory to the Lessor (acting reasonably).

8.4   DEED

      If the Lessor requests it, the Lessee shall procure that any assignee or
      transferee of this Lease executes a direct covenant with the Lessor to
      observe the terms of this Lease in such forms as the Lessor may reasonably
      require including payment of reasonable legal costs.

8.5   CHANGE IN CONTROL

      (a)   If:

            (i)   the Lessee is a company which is neither listed nor directly
                  or indirectly wholly-owned by a company which is listed on any
                  recognised Stock Exchange; and

            (ii)  there is a proposed change in the shareholding of the Lessee
                  or its holding company so that a different person or group of
                  people will control the composition of the board of directors
                  or more than 50% of the shares giving a right to vote at
                  general meetings of the Lessee,

            then that proposed change in control is treated as a proposed
            assignment of this Lease and the Lessor's Consent must be obtained
            prior to the change in control taking effect.

      (b)   The Lessor agrees that clause 8.5(a) will not apply to a change in
            shareholding or control where James Hardie Australia Pty Limited or
            a Related Body Corporate of James Hardie Australia Pty Ltd or James
            Hardie Industries N.V. remains or becomes:

            (i)   the owner or ultimate holding company of the Lessee; or

            (ii)  in control of the composition of the board of directors of the
                  Lessee; or

            (iii) in control of more than 50% of the shares giving a right to
                  vote at general meetings of the Lessee.

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9.    INSURANCE AND INDEMNITIES

9.1   INSURANCES TO BE TAKEN OUT BY LESSEE

      The Lessee shall:

      (a)   (PUBLIC RISK) keep current during the Term (including any extension
            or Further Term or holding over) a public risk insurance policy with
            respect to the Premises, such policy to be for an amount of not less
            than the amount specified in Item 12;

      (b)   (APPROVED INSURERS) ensure that all insurance policies maintained
            for the purposes of clause 9.1(a):

            (i)   (INSURANCE COMPANY) are taken out with an independent and
                  reputable insurer; and

            (ii)  (AMOUNT) are for amounts and contain conditions reasonably
                  acceptable to or reasonably required by the Lessor and/or the
                  Lessor's insurer(s); and

      (c)   (EVIDENCE OF INSURANCE) in respect of any policy of insurance to be
            effected by the Lessee under this clause 9.1, whenever reasonably
            required by the Lessor (but not more than once annually), give to
            the Lessor a copy of the certificate of currency; and

      (d)   (INTEREST OF LESSOR) in respect of the policy of insurance to be
            effected by the Lessee under clause 9.1(a), ensure that the interest
            of the Lessor is noted,

      except that the Lessee will be deemed to have complied with clauses 9.1(a)
      to (d) if James Hardie Australia Pty Limited or James Hardie Industries
      N.V. or a Related Body Corporate of either of those companies is the
      Lessee and that Lessee is insured under the global insurance arrangements
      of either of those companies.

9.2   INSURANCES TO BE TAKEN OUT BY LESSOR

      The Lessor shall:

      (a)   (PROPERTY INSURANCE) keep current during the Term including any
            extension or Further Term or holding over the property insurance for
            the Premises including loss of rent cover (capped at 18 months)
            referred to in paragraph (e) of the definition of Outgoings;

      (b)   (APPROVED INSURERS) ensure that all insurance policies maintained
            for the purposes of clause 9.2(a):

            (i)   (INSURANCE COMPANY) are taken out with an independent and
                  reputable insurer; and

            (ii)  (AMOUNT) are for amounts and contain conditions reasonably
                  acceptable to or reasonably required by the Lessee and/or the
                  Lessee's insurer(s); and

      (c)   (EVIDENCE OF INSURANCE) in respect of any policy of insurance to be
            effected by the Lessor under this clause 9.2, whenever reasonably
            required by the Lessee (but not more than once annually), give to
            the Lessee a copy of the certificate of currency and reasonable
            details of the policy coverage; and

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                                                          Allens Arthur Robinson

      (d)   (INTEREST OF LESSEE) in respect of the policy of insurance to be
            effected by the Lessor under clause 9.2(a), ensure that any interest
            of the Lessee is noted.

9.3   DEDUCTIBLES

      The Lessor will not object to any reasonable deductibles contained in any
      insurances effected or required to be effected by the Lessee pursuant to
      clause 9.1 provided that the Lessee will indemnify the Lessor to the
      extent of the deductible applicable under a Claim to which those
      insurances apply.

9.4   INFLAMMABLE SUBSTANCES

      The Lessee shall not:

      (a)   (REASONABLE QUANTITIES) other than as is necessary for the Lessee's
            Business, store chemicals, inflammable liquids, acetylene gas or
            alcohol, volatile or explosive oils, compounds or substances on or
            in the Premises; or

      (b)   (USE) use any of those substances or fluids in the Premises for any
            purpose other than the Lessee's Business.

      This clause 9.4 does not apply to anything in underground storage tanks on
      the Premises which exist at the Effective Date.

9.5   EFFECT ON LESSOR'S INSURANCES

      The Lessee shall not without the Lessor's Consent, do anything to or on
      the Premises which will or may:

      (a)   (INCREASE THE RATE OF INSURANCE) increase the rate of any insurance
            on the Premises or on any property in them, of which the Lessee has
            been notified by the Lessor, without paying to the Lessor an amount
            equal to the amount of that increase; or

      (b)   (AVOID INSURANCE) vitiate or render void or voidable any insurance,
            of which the Lessee has been notified by the Lessor, in respect of
            the Premises or any property in them.

9.6   INSURANCE PROPOSAL BY THE LESSEE

      (a)   If the Lessee is of the opinion that the Lessee will be able to
            procure the same insurance required to be obtained by the Lessor
            under clause 9.2(a) at a more competitive premium or on better
            terms, the Lessee may by notice in writing to the Lessor propose
            that it take out a policy for the insurance referred to in clause
            9.2(a), noting the Lessor's interests as landlord (INSURANCE
            PROPOSAL). The Lessee can only submit an Insurance Proposal once per
            year.

      (b)   The insurer proposed must be either rated A or higher by S&P or
            Moodys or a global insurer with respect only to the industrial
            special risks component of the Insurance Proposal.

      (c)   The Lessor must not unreasonably withhold, condition or delay its
            approval of an Insurance Proposal.

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                                                          Allens Arthur Robinson

      (d)   If the Lessor approves the Insurance Proposal, the Lessee must
            promptly take out the insurance policy proposed under the Insurance
            Proposal (or, if the Lessor has failed to effect insurance under
            clause 9.2(a), the Lessee may take out the insurance policy
            anticipated by that clause) noting the Lessor's interests as
            landlord and, if required by the Lessor in writing, must note the
            interest of any financier to the Lessor and any mortgagee of the
            Land.

      (e)   If the Lessee effects insurance under clause 9.6(d) and the Lessor
            is not named as an insured party, the Lessee shall reimburse the
            Lessor for any premiums for "difference in cover" insurance the
            Lessor is required to effect as a result of the requirements of its
            financiers, capped at 3% of the premiums payable by the Lessee under
            its Insurance Proposal.

9.7   INDEMNITIES

      Even if:

      (a)   (AUTHORISATION) a Claim results from something the Lessee may be
            authorised or obliged to do under this Lease; and/or

      (b)   (WAIVER) a waiver or other indulgence has been given to the Lessee
            in respect of an obligation of the Lessee under this clause 9.7,

      the Lessee, except to the extent caused or contributed to by the Lessor or
      its Employees but only to the extent caused or contributed to by the
      Lessee or its Employees, shall indemnify the Lessor in respect of all
      Claims for which the Lessor will or may be or become liable, whether
      during or after the Term, in respect of or arising directly or indirectly
      from:

      (c)   (INJURY TO PROPERTY OR PERSON) any loss, damage or injury to
            property or person, in on or near the Premises caused or contributed
            to by:

            (i)   (NEGLIGENCE) any wilful or negligent act or omission;

            (ii) (DEFAULT) any default under this Lease; and/or

            (iii) (USE) the use of the Premises,

            by or on the part of the Lessee or the Lessee's Employees;

      (d)   (ABUSE OF SERVICES) the negligent or careless use or neglect of the
            Services and facilities of the Premises or the Appurtenances by the
            Lessee or the Lessee's Employees or any other person claiming
            through or under the Lessee;

      (e)   (WATER LEAKAGE) any overflow or leakage (including rain water or
            from any Service, Appurtenance or the Lessor's Fixtures) whether
            originating inside or outside the Premises; and

      (f)   (PLATE GLASS) any loss, damage or injury relating to plate and other
            glass caused or contributed to by any act or omission on the part of
            the Lessee or the Lessee's Employees,

      but excluding any consequential loss.

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10.   DAMAGE, DESTRUCTION AND RESUMPTION

10.1  DAMAGE TO OR DESTRUCTION OF PREMISES

      If at any time the Premises or any part of them are damaged or destroyed
      so that the Premises or any part of them are wholly or substantially unfit
      for the occupation and use of the Lessee or (having regard to the nature
      and location of the Premises and the normal means of access) are wholly or
      substantially inaccessible then, save where such damage or destruction
      arises out of the wilful or negligent act or omission of the Lessee or its
      Employees:

      (a)   (i)   (RENT AND OUTGOINGS ABATEMENT) the Rent, the Outgoings and any
                  other money payable periodically under this Lease, or a
                  proportionate part of that Rent, the Lessee's Proportion of
                  Outgoings or other moneys according to the nature and extent
                  of the damage or destruction sustained, will abate; and

            (ii)  (REMEDIES SUSPENDED) all remedies for recovery of Rent, the
                  Lessee's Proportion of Outgoings and other moneys (or that
                  proportionate part of them, as the case may be) falling due
                  after that damage or destruction will be suspended,

            until the Premises have been restored or made fit for the occupation
            and use or made accessible to a standard equivalent to that at the
            Effective Date and all Services, air conditioning and air
            ventilation systems and fire fighting services and equipment for the
            Premises have been repaired so that they operate at a standard not
            less than as at the Effective Date;

      (b)   (TERMINATION BY LESSEE) if the Premises are substantially destroyed,
            damaged or rendered inaccessible due to the wilful or negligent act
            or omission of the Lessor or by default by the Lessor under the
            Lease, the Lessee shall have the right to terminate the Lease by
            notice to the Lessor and to claim damages;

      (c)   (REINSTATEMENT BY LESSOR) unless:

            (i)   (NO INSURANCE MONEYS) the Lessor's insurance policies have
                  been invalidated or payment of insurance moneys under the
                  policies refused because of some wilful act or omission of the
                  Lessee or the Lessee's Employees;

            (ii)  (LESSEE INSURES) if clause 9.6(d) applies, the Lessee does not
                  make the proceeds of the insurance referred to in clause
                  9.2(a) available to the Lessor for reinstatement of the
                  Premises; or

            (iii) (AGREEMENT) the parties agree otherwise,

            the Lessor shall proceed with all reasonable expedition and
            diligence to reinstate the Premises and/or make the Premises fit for
            the occupation and use of and/or accessible to the Lessee to the
            standard required by clause 10.1(a);

      (d)   (DETERMINATION BY LESSEE) where it is required under clause 10.1(c),
            unless the Lessor obtains all necessary development consents to
            authorise the necessary

                                                                   Page 32 of 71
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                                                          Allens Arthur Robinson

            works to be done and provides reasonable written evidence of that to
            the Lessee within 6 months of the destruction or damage first
            occurring, then the Lessee may terminate this Lease by giving one
            month's notice to the Lessor. At the end of that notice period this
            Lease will be at an end;

      (e)   (i)   (DELAY IN REPAIR) if the Lessor is obliged under clause
                  10.1(c) to do so, but does not:

                  (A)   substantially commence the necessary works to make good
                        the destruction or damage within 8 weeks, subject to any
                        reasonable extension necessary to obtain approvals from
                        any relevant Authority; and/or

                  (B)   complete the necessary works to make good the
                        destruction or damage within 9 months, subject to any
                        reasonable extension necessary to obtain approvals from
                        any relevant Authority,

                  of it first occurring, then the Lessee may (by notice to the
                  Lessor) proceed to cause the necessary works to be carried out
                  and the Lessor shall allow the Lessee, its Employees,
                  contractors and workmen access to the Land for that purpose;
                  and

            (ii)  (COSTS) all Costs of any kind incurred by the Lessee under
                  clause 10.1(e)(i) shall at the Lessee's option (but subject to
                  clause 7.12):

                  (A)   (DEMAND) be payable by the Lessor to the Lessee on
                        demand on a full indemnity basis;

                  (B)   (PROCEEDS) be paid from available proceeds of the
                        insurance effected under clause 9.2(a), which the Lessor
                        must promptly make available to the Lessee; or

                  (C)   (COMBINATION) be accounted for by a combination of the
                        above in the Lessee's discretion,

                  until all Costs incurred by the Lessee have been recovered;
                  and

      (f)   (NO OBLIGATION TO RE-INSTATE) if the circumstances in clauses
            10.1(c)(i) or (ii) exist, then the Lessor shall be under no
            obligation to reinstate the Premises or the means of access to them.
            In that case, either party may terminate this Lease by giving not
            less than one month's notice to the other.

10.2  RESUMPTION OF PREMISES

      If at any time the whole or any part of the Premises is resumed so that
      the residue of them is wholly or partially unfit for the occupation and
      use of the Lessee or (having regard to the nature and location of the
      Premises and the normal means of access) is wholly or partially
      inaccessible, then:

      (a)   (RENT ABATEMENT) a proportionate part of the Rent, the Lessee's
            Proportion of Outgoings, and any other moneys payable periodically
            under this Lease, according to the nature and extent of the
            resumption and having regard to the resultant impact on the Lessee's
            trade and takings, will abate; and

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                                                          Allens Arthur Robinson

      (b)   (REMEDIES SUSPENDED) all remedies for recovery of that
            proportionate, part of the Rent, the Lessee's Proportion of
            Outgoings, and other moneys falling due after that resumption will
            be suspended.

10.3  LIABILITY

      Except under clause 10.1(b), neither the Lessor or the Lessee is liable
      because of the determination of this Lease under this clause 10. That
      determination will be without prejudice to the rights of either party in
      respect of any preceding breach or non-observance of this Lease.

10.4  DISPUTE

      Any dispute-arising under clauses 10.1 or 10.2 shall be determined by an
      appropriate independent person under clause 14.

11.   LESSOR'S COVENANTS AND WARRANTIES

11.1  QUIET ENJOYMENT

      If the Lessee pays the Rent and other money payable under this Lease and
      observes and performs its obligations under this Lease, the Lessee may
      occupy and enjoy the Premises during the Term and any extension or Further
      Term or holding over without any interruption by the Lessor or by any
      person rightfully claiming through, under or in trust for the Lessor, or
      the Lessor's Employees.

11.2  OUTGOINGS

      Without limiting the Lessor's rights of recovery under this Lease, and
      except where directly payable by the Lessee under this Lease, the Lessor
      shall pay all Outgoings promptly and, where applicable, by any due date
      for payment.

11.3  CONSENT OF MORTGAGEE

      The Lessor warrants that it has obtained all Consents (including Consents
      from any mortgagee of the Land) necessary for it to enter into this Lease.

11.4  DELETED

11.5  ACCESS

      The Lessor must provide the Lessee with access to the Premises 24 hours a
      day, 7 days a week.

11.6  MANAGEMENT OF LAND

      The Lessor covenants with the Lessee that it will not subdivide or
      reconfigure the Land or create any easement, covenant or other right
      unless it obtains the Consent of the Lessee (which Consent shall not be
      unreasonably withheld). The Lessee may only withhold its Consent under
      this clause 11.6 if the actions proposed by the Lessor will have a
      material adverse impact on the Lessee's rights under this Lease or the
      Lessee's Business or the

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      Lessee's use of the Premises or the Land. Any dispute under this Clause
      11.6 may be referred by either party for determination under Clause 14.

11.7  CONSTRUCTION

      The Lessee acknowledges that during the Term the Lessor may redevelop the
      Surplus Licensed Area and that it may be disturbed by resulting
      construction dust and noise. However, during any construction or
      redevelopment on the Surplus Licensed Area, the Lessor must:

      (a)   (ACCESS) do all things necessary to minimise disturbance to the
            Lessee in its access to, use and occupation of the Premises and the
            Licensed Area except that the Lessor may interrupt Services for a
            maximum period of 24 hours during non-shift time after consultation
            with and prior agreement of the Lessee or at other times as the
            Lessee may agree;

      (b)   (BUSINESS) do all things necessary to minimise disruption to the
            Lessee's Business conducted in the Premises and the Licensed Area.

11.8  COMPETITORS

      The Lessor covenants with the Lessee that it will not grant any lease or
      right of occupancy of or right to erect, install, affix, paint or
      otherwise display signage or advertising on any part of the Land or sell
      the Land or any part of it to any Competitor without the Consent of the
      Lessee.

11.9  BREACH OF WARRANTY OR COVENANT

      If the Lessor breaches clauses 11.5, 11.6, 11.7 or 11.8 then, without
      prejudice to any other rights or remedies the Lessee may have, the Lessee
      at any time and in its absolute discretion shall be entitled to give the
      Lessor notice of an intention to terminate this Lease unless the Lessor
      satisfies the conditions contained in the notice within 20 Business Days
      or such longer period as may be reasonably required having regard to the
      nature of the breach and the time reasonably required to remedy the breach
      (the REMEDY PERIOD). If the conditions are not satisfied within the Remedy
      Period, the Lessee may in its absolute discretion terminate this Lease at
      any time after that.

12.   DEFAULT AND DETERMINATION

12.1  DEFAULT

      Each of the following is an Event of Default (whether or not it is in the
      control of the Lessee):

      (a)   (RENT IN ARREARS) the Rent or any part of it or any other money is
            in arrears and unpaid for 15 Business Days after it is due and has
            been demanded;

      (b)   (FAILURE TO PERFORM OTHER COVENANTS) subject to clause 7.11, the
            Lessee fails to perform or observe any of its other obligations
            under this Lease within 15 Business Days or such longer period that
            may be reasonable in the circumstances after service of a notice
            requiring performance of the covenants; and

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      (c)   (LIQUIDATION) the Liquidation of the Lessee.

12.2  FORFEITURE OF LEASE

      If an Event of Default occurs the Lessor may, without prejudice to any
      other Claim which the Lessor has or may have or could otherwise have
      against the Lessee or any other person in respect of that default, at any
      time:

      (a)   (DETERMINATION BY RE-ENTRY) subject to any prior demand or notice as
            is required by Law and wherever possible, outside the normal trading
            hours of the Lessee, re-enter into and take possession of the
            Premises or any part of them (by force if necessary) and eject the
            Lessee and all other persons from them, in which event this Lease
            will be at an end; and/or

      (b)   (DETERMINATION BY NOTICE) by notice to the Lessee determine this
            Lease, and from the date of giving that notice this Lease will be at
            an end.

12.3  WAIVER

      (a)   (WAIVER BY LESSOR) No consent or waiver express or implied by the
            Lessor to or of any breach of any covenant, condition, or duty of
            the Lessee shall be construed as a consent or waiver to or of any
            breach of the same or any other covenant, condition or duty.

      (b)   (WAIVER BY LESSEE) No consent or waiver express or implied by the
            Lessee to or of any breach of any covenant, condition, or duty of
            the Lessor shall be construed as a consent or waiver to or of any
            breach of the same or any other covenant, condition or duty.

12.4  LESSOR TO MITIGATE DAMAGES

      If the Lessee vacates the Premises, whether with or without the Lessor's
      Consent, or the Lessor terminates or forfeits this Lease, the Lessor shall
      take all reasonable steps to mitigate its loss and shall as soon as
      possible endeavour to re-let the Premises at a reasonable rent and on
      reasonable terms.

12.5  RECOVERY OF DAMAGES

      (a)   (FUNDAMENTAL TERMS) The obligations contained in clauses 4.1, 4.2,
            4.3, 4.4, 4.5, 5.3, 5.5, 6.1(a), 7.1(a) and (d), 7.6(a), 8.1, 9.1,
            10.1 and 10.3 are agreed by the Lessor and the Lessee to be
            fundamental to this Lease.

      (b)   (DAMAGES) If the Lessor determines this Lease pursuant to this
            clause 12 as a consequence of or in reliance upon a breach by the
            Lessee of one or more of the obligations contained in the provisions
            of this Lease referred to in clause 12.5(a) (whether alone or
            together with other obligations contained in this Lease) the Lessor
            shall, subject to clause 12.4, be entitled to damages for loss of
            the benefits which performance of all of the obligations and
            provisions of this Lease would, but for the determination, have
            conferred upon the Lessor, subject to the Lessor's duty to mitigate
            its loss.

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12.6  INTEREST ON OVERDUE MONEY

      (a)   (INTEREST) The Lessee shall pay to the Lessor interest at the
            Interest Rate on any Rent or other money due under this Lease
            (including money or Costs which are expressed to be payable or
            reimbursable to the Lessor on demand) but unpaid for 5 Business
            Days.

      (b)   (CONDITIONS) That interest shall:

            (i)   (ACCRUAL) accrue on a daily basis and be calculated on daily
                  rests;

            (ii)  (PAYMENT) be payable on demand or, if no earlier demand is
                  made, on the first Business Day of each month where an amount
                  arose in the preceding month or months;

            (iii) (CALCULATION) be calculated from the due date for payment of
                  the Rent or other money (as appropriate) or, in the case of an
                  amount payable by way of reimbursement or indemnity, the date
                  of outlay or loss, if earlier, until the date of actual
                  payment; and

            (iv)  (RECOVERY) be recoverable in the same manner as Rent in
                  arrears.

13.   TERMINATION

13.1  YIELD UP

      In relation to the Premises (other than the Non Make Good Buildings), the
      Lessee shall at the Terminating Date:

      (a)   (YIELD UP) yield them up in the state of repair and condition
            described in and on the terms set out in clause 7.1 except that the
            Lessee is not obliged to remove any Proposed Work it has done during
            the Term nor to reinstate the Premises to their former condition
            unless that was a condition of the Lessor's Consent to that Proposed
            Work being carried out by the Lessee; and

      (b)   (REMOVE LESSEE'S FITOUT AND FITTINGS) if the Lessor so requests or
            if the Lessee wishes to, remove from the Premises (other than the
            Non-Make Good Buildings) all the Lessee's Fitout and Fittings and
            any other property of the Lessee and repaint those parts of the
            Premises (other than the Non-Make Good Buildings) which were
            previously painted and recarpet those parts of the Premises (other
            than the Non-Make Good Buildings) which were carpeted at the
            Effective Date with carpet of such quality as was installed at the
            Effective Date.

13.2  NON MAKE GOOD BUILDINGS

      In relation to the Non Make Good Buildings:

      (a)   (REMOVE LESSEE'S FITOUT AND FITTINGS) if the Lessor so requests the
            Lessee shall or if the Lessee wishes to the Lessee may, remove from
            the Premises all the Lessee's Fitout and Fittings and any other
            property of the Lessee; and

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      (b)   (ANY CONDITION) the Lessee can deliver them up to the Lessor in any
            condition, subject to performance of the Lessee's obligations in
            clause 7.1(d) which are due to be performed prior to the Terminating
            Date and under clause 13.2(a);

13.3  LESSEE NOT TO CAUSE DAMAGE

      The Lessee shall:

      (a)   (NOT CAUSE DAMAGE) not cause or contribute to any damage to the
            Premises (other than the Non Make Good Buildings) in the removal of
            the Lessee's Fitout and Fittings and other property of the Lessee.
            If it does, however, it shall make good that damage; and

      (b)   (LEAVE PREMISES IN GOOD STATE) leave the Premises in a clean state
            and Condition.

      If the Lessee fails to comply with clauses 13.1, 13.2 and 13.3(a) and (b)
      within a reasonable time of the Terminating Date, the Lessor may make good
      and/or clean the Premises to the extent the Lessee was obliged to do so at
      the Cost of and as agent for the Lessee and recover from the Lessee the
      Cost to the Lessor of doing so as a liquidated debt payable on demand. The
      Lessee must also pay Rent and the Lessee's Proportion of Outgoings for any
      reasonable period in which the Lessor undertakes the Lessee's obligations
      under this clause 13.3.

13.4  FAILURE BY LESSEE TO REMOVE LESSEE'S FITOUT AND FITTINGS

      If the Lessee fails to remove the Lessee's Fitout and Fittings and other
      property of the Lessee when required to do so under clauses 13.1 or 13.2
      or following determination under clause 12.2, within 30 Business Days of
      notice to do so, the Lessor may cause the Lessee's Fitout and Fittings and
      other property of the Lessee to be removed and stored in such manner as
      the Lessor in its discretion thinks fit at the risk and Cost of the
      Lessee. The Lessee must also pay Rent and the Lessee's Proportion of
      Outgoings for any reasonable period in which the Lessor undertakes the
      Lessee's obligations under this clause 13.4.

13.5  FAILURE TO REMOVE

      If the Lessee fails to remove the Lessee's Fitout and Fittings and other
      property of the Lessee by the Terminating Date under clauses 13.1 and 13.2
      where the Lessor has not requested in writing that it do so, it shall then
      become the property of the Lessor.

14.   DISPUTES

14.1  APPOINTMENT OF EXPERT

      Any dispute arising under this Lease may at the request of either party be
      referred for determination by an appropriate independent person who is:

      (a)   (AGREED BY PARTIES) agreed between the Lessor and the Lessee; or

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      (b)   (FAILING AGREEMENT) if they cannot agree, a member of a professional
            body nominated at the request of either the Lessor or the Lessee by
            the President of the Property Council of Australia Limited.

14.2  QUALIFICATIONS OF EXPERT

      The appointed person:

      (a)   (EXPERIENCE) must have substantial experience in relation to
            disputes in the nature of the matter in dispute and where
            appropriate, in relation to premises of a similar type within the
            area in which the Premises are located or other comparable areas;
            and

      (b)   (EXPERT) in making his determination shall act as an expert and not
            as an arbitrator.

      His determination will be final and binding on the parties.

14.3  COST OF DETERMINATION

      The Cost of the appointed person's determination shall be borne by either
      or both of the parties (as determined by the appointed person) and if by
      both of the parties in the proportion between them as the person making
      the determination decides.

15.   ENVIRONMENTAL CONTAMINATION

15.1  LESSEE'S RESPONSIBILITY

      Despite any other provision of this Lease except clauses 15.4 and 15.5(a)
      and (b) and the Lessee's obligations with respect to underground storage
      tanks and any Environmental contamination associated with them under
      clause 7.1(d), the Lessee is not responsible for:

      (a)   inground Environmental contamination of the Land or migrating onto
            or from the Land which exists at the Effective Date except that,
            subject to clause 7.11, the Lessee must comply with the terms of the
            Section 28 Notice to the extent only that it relates to the
            Premises; or

      (b)   for any Environmental contamination in, on, under or migrating onto
            or from the Land which occurs on and after the Effective Date which
            is not caused by the Lessee or its Employees.

15.2  LESSOR'S OBLIGATIONS AND INDEMNITY

      The Lessor shall:

      (a)   (COMPLY) without delay, but subject to clauses 15.4 and 15.5(b) and
            (c):

            (i)   remediate any Environmental contamination referred to in
                  clause 15.1 and which:

                  (A)   any Authority requires remediated; or

                  (B)   the parties agree or the expert under clause 14
                        determines is required pursuant to clause 15.2(c); and

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            (ii)  comply with the Requirements of any Authority and the Law with
                  respect to the Environmental contamination referred to in
                  clause 15.1; and

      (b)   (INDEMNIFY) indemnify the Lessee against all Claims arising from the
            matters set out in clause 15.2(a) including any Costs arising from
            any agreement negotiated by or with the consent of the Lessor acting
            reasonably with any Authority relating to the matters referred to in
            clause 15.2(a) except to the extent that:

            (i)   other than with respect to Environmental contamination which
                  constitutes a health and safety risk which the Lessee is
                  required to notify to an Authority by Law, the Lessee or the
                  Lessee's Employees have taken action with the intention of
                  causing a Claim to be made or a notice or other Requirement
                  issued and that action directly or indirectly has a material
                  effect in causing the Claim to be made or the notice or other
                  Requirement to be issued;

            (ii)  the Claim relates to Remediation to a standard higher than
                  that required for industrial use (which the parties agree is
                  the standard appropriate for the Permitted Use) whether
                  arising from a rezoning of the Premises or otherwise; and/or

            (iii) any disposition by the Lessee of a legal or equitable interest
                  which the Lessee has in the Premises is made on terms which
                  include an indemnity in respect of the Environment which is
                  materially more advantageous to the person receiving that
                  interest from the Lessee than the indemnity included in this
                  clause 15.2, including in respect of the qualifications
                  applicable to the indemnity contained in this clause 15.2(b).

      (c)   (i)   If there is any Environmental contamination referred to in
                  clause 15.1 which:

                  (A)   prevents the Lessee operating from the Premises in the
                        manner used at the Effective Date; or

                  (B)   otherwise constitutes a health and safety risk,

                  then the Lessee may give notice to the Lessor with reasonable
                  details of the Environmental contamination and requesting that
                  the Lessor remediate that contamination.

            (ii)  If the Lessor disputes whether the remediation requested by
                  the Lessee is reasonably necessary, it must give notice to the
                  Lessee within 20 Business Days of the date of service of the
                  Lessee's notice under paragraph (i).

            (iii) If the Lessor and the Lessee cannot agree on whether the
                  remediation requested by the Lessee is reasonably necessary
                  within 25 Business Days of the date of service of the Lessee's
                  notice under paragraph (i) above, then either party may refer
                  the matter for dispute resolution under clause 14.

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15.3  REMEDIATION BY THE LESSEE IF LESSOR DEFAULTS

      If:

      (a)   (LESSOR'S FAILURE) the Lessor fails to comply with clause 15.2(a) in
            accordance with the Requirements of any Authority and the Law (or,
            if no time is specified, within a reasonable time of notice from the
            Lessee, having regard to the nature of the remediation or the Law or
            Requirement and the period of time reasonably required to carry out
            the remediation or comply with the Law or Requirement); or

      (b)   (EMERGENCY) any emergency arises which requires the immediate or
            urgent remediation of Environmental contamination or compliance with
            a Requirement or the Law which the Lessor is required to remediate
            or comply with under this Lease,

      then the Lessee may remediate the Environmental contamination or comply
      with the Law or the Requirement and the Cost of so doing and of all Claims
      incurred by the Lessee in properly complying with that Law or Requirement
      or arising from the Lessor's failure to do so and any reasonable Costs
      arising from temporary relocation of all or part of the Lessee's Business
      shall, at the Lessee's option be (but subject to clause 7.12):

      (c)   (ON DEMAND) payable by the Lessor to the Lessee on demand on a full
            indemnity basis;

      (d) (SET OFF) be set off against the Rent, the Lessee's Proportion of
            Outgoings and any other moneys payable by the Lessee under this
            Lease; or

      (e)   (COMBINATION) accounted for by a combination of the above in the
            Lessee's discretion,

      until all Costs incurred by the Lessee have been recovered.

15.4  PRE-EXISTING UST'S

      The Lessee must by the Terminating Date remove any underground storage
      tanks existing on the Land at the Effective Date or installed by the
      Lessee during the Term and remediate or otherwise deal with any
      Environmental contamination associated with them to the extent required to
      enable the Land to continue to be used for industrial purposes following
      the Terminating Date.

15.5 SPECIFIC OBLIGATIONS

      (a)   Subject to clause 7.11, the Lessee must effect and maintain all
            Environmental management plans relating to the Environmental
            condition of the Buildings on the Premises which are Required by Law
            or any Authority during the Term.

      (b)   Subject to clauses 7.11 and 15.5(c), the Lessee shall contribute up
            to a maximum of $120,000 per annum (increased by 3% per annum on
            each anniversary of the Effective Date) towards the Costs of:

            (i)   day to day repair and maintenance of the pumping out equipment
                  (but not capital or structural Costs); and

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            (ii)  any pumping out of mobile contaminants (including petroleum
                  hydrocarbons) identified in the groundwater of that part of
                  the Land included in the Premises,

            which is Required by Law or any Authority during the Term and any
            balance in excess of this amount per annum shall be payable by the
            Lessor within 5 Business Days of receipt of a tax invoice and
            reasonable details of the amount claimed.

      (c)   The Lessor must pay all capital Costs associated with the purchase,
            commissioning and, subject to the Lessee performing the repair and
            maintenance obligation referred to in clause 15.5(b), replacement of
            the remediation equipment required for the purposes of pumping out
            from the Premises and which is Required by Law or any Authority
            during the Term, within 5 Business Days of receipt of a tax invoice
            and reasonable details of the amounts claimed.

15.6  RECOVERY FROM POLLUTER

      The Lessor must:

      (a)   include any pumping out Costs paid by the Lessee under clause
            15.5(b) in any Claim against the polluter; and

      (b)   reimburse to the Lessee any of those Costs recovered from the
            polluter within 5 Business Days of receipt (capped at the amounts
            actually incurred by the Lessee).

15.7  ACKNOWLEDGEMENT

      Without limiting any other provision of this clause 15, the Lessee
      acknowledges that the Premises are at the Effective Date subject to
      Environmental contamination and accepts the Premises in that state.

16.   MISCELLANEOUS

16.1  NOTICES

      All notices, requests, demands, consents, approvals, agreements or other
      communications to or by a party to this Lease:

      (a)   (WRITING) must be in writing;

      (b)   (SIGNED) must be signed by the sender, or if a company, by its
            Authorised Officer; and

      (c)   (SERVED) will be taken to have been served:

            (i)   (PERSONAL) in the case of delivery in person, when delivered
                  to or left at the address of the recipient shown in this Lease
                  (as the case may be) or at any other address which the
                  recipient may have notified to the sender;

            (ii)  (FAX) in the case of facsimile transmission, when recorded on
                  the transmission result report unless:

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                  (A)   within 24 hours of that time the recipient informs the
                        sender that the transmission was received in an
                        incomplete or garbled form; or

                  (B)   the transmission result report indicates a faulty or
                        incomplete transmission; and

      (d)   (MAIL) in the case of mail, on the third Business Day after the date
            on which the notice is accepted for posting by the relevant postal
            authority,

      but if service is on a day which is not a Business Day in the place to
      which the communication is sent or is later than 4.00pm (local time) on a
      Business Day, the notice will be taken to have been served on the next
      Business Day in that place.

16.2  STAMP DUTY, COSTS AND REGISTRATION

      (a)   (STAMP DUTY AND REGISTRATION FEES) The Lessee shall pay to the
            Lessor on demand all stamp duty (including penalties and fines other
            than those incurred due to the fault of the Lessor) and all
            registration fees (if applicable) with respect to this Lease.

      (b)   (LEGAL COSTS) Each party shall pay their own legal Costs with
            respect to this Lease.

      (c)   (LESSOR TO STAMP AND REGISTER) The Lessor shall (subject to receipt
            of necessary funds from the Lessee) attend to payment of stamp duty
            on and registration of this Lease at Land and Property Information,
            Sydney as soon as possible after the Effective Date.

16.3  SEVERANCE

      Any provision of this Lease which is prohibited or unenforceable in any
      jurisdiction will be ineffective in that jurisdiction to the extent of the
      prohibition or unenforceability. That will not invalidate the remaining
      provisions of this Lease nor affect the validity or enforceability of that
      provision in any other jurisdiction.

16.4  ENTIRE AGREEMENT

      This Lease contains all the contractual arrangements of the parties with
      respect to the transaction to which it relates. No representations or
      warranties made by either party with respect to the transaction to which
      this Lease relates shall be actionable or enforceable except to the extent
      that they are contained in this Lease.

16.5  GOVERNING LAW

      This Lease is governed by the laws of New South Wales. The parties submit
      to the non-exclusive jurisdiction of courts exercising jurisdiction there.

17.   CONFIDENTIALITY

      (a)   (DUTY) Unless the parties otherwise agree in any particular
            instance, the provisions of this Lease and all information disclosed
            to or obtained by the parties in relation to each other and this
            Lease and which is not in public knowledge (or which is in

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            public knowledge only as a consequence of a breach of this clause)
            must be kept confidential to the parties and may not be disclosed
            (unless otherwise required by Law) except to any bona fide
            consultants retained by a party in relation to this Lease, or to
            bona fide purchasers, financiers, assignees or sub occupants (as the
            case may be) and any such consultant or other person must be
            provided only with that information which he needs to know for the
            purposes of reviewing this Lease and he must undertake in writing to
            maintain the confidentiality of that information. (b) (INDEMNITY)
            The parties shall indemnify each other and must keep each other
            indemnified against all Claims suffered or incurred as a consequence
            of any breach of clause 17(a) by the Lessor or the Lessee or their
            respective Employees, consultants or other reasons for whom they are
            responsible.

18.   LICENCE OF LICENSED AREA

18.1  GRANT OF LICENCE

      The Lessor grants to the Lessee a non-exclusive licence to use the
      Licensed Area for purposes associated with the Permitted Use.

18.2  LESSOR TO RETAIN LEGAL POSSESSION

      This clause 18 does not give the Lessee any interest in the Licensed Area
      or any part of it and the legal possession and control of it is at all
      times vested in the registered proprietor for the time being of the
      Licensed Area.

18.3  TERM

      (a)   The term of the licence is from the Commencing Date to the
            Terminating Date.

      (b)   Despite clause 18.3(a), either party may terminate the licence with
            respect to the Surplus Licensed Area at any time after the day
            following the Effective Date by giving (in the case of the Lessor)
            not less than 2 months and (in the case of the Lessee) not less than
            5 Business Days written notice to the other party. Neither party
            shall have any further obligation to the other with respect to the
            Surplus Licensed Area arising after the date of service of the
            notice under this clause 18.3, except for any pre-existing breach of
            this clause 18 and clauses 11.6, 11.7 and 11.8.

      (c)   Despite any other provision of this Lease, on the date of
            termination of the licence of the Surplus Licensed Area under clause
            18.3(b), the Lessee's Proportion of Outgoings payable under this
            Lease shall be reduced proportionately to reflect the area of the
            Licensed Area surrendered.

      (d)   The parties shall promptly do all things necessary to prepare and
            execute any documentation relevant to the termination referred to in
            clause 18.3(b) and the variations to the Lease arising under clause
            18.3(c).

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18.4  OTHER CONDITIONS

      (a)   The Lessee shall not be required to pay any licence fee with respect
            to the Licensed Area in addition to the Rent.

      (b)   The Lessee shall indemnify the Lessor on demand against all Claims
            which the Lessor may sustain or incur in relation to:

            (i)   the Lessee's use of the Licensed Area; and

            (ii)  any breach of this clause 18 by the Lessee,

            except to the extent that any such Claim is caused or contributed to
            by any act or omission on the part of the Lessor or its Employees.

      (c)   The terms of this Lease (other than clauses 4 and 5.3 to 5.6) apply
            to the licence of the Licensed Area granted under this clause 18.

18.5  ON SALE

      If the Lessor sells the Land, it shall procure from the Purchaser prior to
      completion of the sale deed in favour of the Lessee to observe and perform
      the provisions of this clause 18. This clause will only apply to the
      extent that the Lessee has or will have an interest in the Licensed Area
      at the date of completion of the sale.

19.   STEAM SUPPLY

19.1  GRANT OF EASEMENT

      The Lessor grants to the Lessee during the Term, any Further Term and any
      holding over with respect to the area shown on the plan in Annexure E
      (EASEMENT AREA) an easement to run gas, steam, water and other fluids
      through pipes and other equipment within the Easement Area and to do any
      thing reasonably necessary for that purpose, including:

      (a)   entering the Easement Area at reasonable times and on reasonable
            notice (except in an emergency when no notice shall be required);

      (b)   taking anything onto the Easement Area;

      (c)   using any existing line of pipes; and

      (d)   carrying out works, such as constructing, replacing, repairing or
            maintaining pipes, pumps and other equipment.

19.2  EXERCISE OF RIGHTS

      In exercising those powers, the Lessee must:

      (a)   ensure all work is done properly;

      (b)   cause as little inconvenience as is practicable to the Lessor and
            any occupier of the Easement Area;

      (c)   cause as little damage as is practicable to the Easement Area and
            any improvement on it; and

      (d)   make good any collateral damage.

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19.3  IPLEX CONSENT

      The Lessor is not obliged to (but the Lessee must at its Cost) obtain all
      consents required from Iplex Pipelines Australia Pty Limited to the grant
      and registration of the easement referred to in clause 19.1.

20.   LIMITATION OF LIABILITY

20.1  CAPACITY OF LESSOR

      Where the Lessor is a trustee of a trust (TRUST), the Lessor only enters
      into this Lease in its capacity as trustee of the Trust and in no other
      capacity. A liability arising under or in connection with this Lease is
      limited and can be enforced against the Lessor only to the extent to which
      it can be satisfied out of property of the Trust and for which the Lessor
      is actually indemnified for the liability. This limitation of the Lessor's
      liability applies despite any other provisions of this Lease (except
      clause 20.3 ("When limitation does not apply")) and extends to all
      liabilities and obligations of the Lessor in any way connected with any
      representation, warranty, conduct, omission, agreement or transaction
      related to this Lease, any other document in connection with it, or the
      Trust.

20.2  PARTIES MAY NOT SUE

      The parties may not sue the Lessor in any capacity other than as trustee
      of the Trust, including seeking the appointment of a receiver, a
      liquidator, an administrator or similar person to the Lessor or prove in
      any liquidation, administration or arrangement of or affecting the Lessor
      (except in relation to property of the Trust).

20.3  WHEN LIMITATION DOES NOT APPLY

      Clauses 20.1 and 20.2 shall not apply to any obligation or liability of
      the Lessor to the extent that it is not satisfied because, under this
      Lease or any other document in connection with it, or by operation of law,
      there is a reduction in the extent of the Lessor's indemnification out of
      the assets of the Trust, as a result of the Lessor's fraud, negligence or
      breach of trust.

20.4  FAILURE BY THIRD PARTIES

      It is acknowledged that the Lessor is responsible under this Lease and
      other documents in connection with it for performing a variety of
      obligations relating to the Trust. No act or omission of the Lessor will
      be considered fraud or negligence of the Lessor for the purposes of
      clauses 20.3 ("When limitation does not apply") or 20.5 ("Breach by the
      Lessor") to the extent to which the act or omission was caused by any
      failure by any person who provides services in respect of the Trust to
      fulfil its obligations relating to the Trust or by any other act or
      omission of any person who provides services in respect of the Trust
      (other than employees and agents of the Lessor or a person who has been
      delegated or appointed by the Lessor).

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                                                          Allens Arthur Robinson

20.5  BREACH BY THE LESSOR

      It is also acknowledged that a breach of an obligation imposed on, or a
      representation or warranty given by, the Lessor under or in connection
      with this Lease or any other document in connection with it will not be
      considered a breach of trust by the Lessor unless the Lessor has acted
      with negligence, or without good faith, in relation to the breach.

21.   TRUST WARRANTIES

      Where the Lessor is a trustee and/or responsible entity of a Trust, the
      Lessor warrants in its personal capacity that:

      (a)   (TRUSTEE) it is the sole trustee of the Trust;

      (b)   (POWER) it, in its capacity as trustee of the Trust, is entitled and
            competent and has absolute and complete authority, power and
            capacity to enter into and perform its obligations under this Lease
            and is not in breach of any Law or court order relating to its
            acting as trustee of the Trust;

      (c)   (INDEMNITY) its right of indemnity out of, and lien over, the assets
            of the Trust has not been limited in any way and that right has
            priority over the right of the beneficiaries to the Trust assets;

      (d)   (ENFORCEABLE) the deed establishing the Trust (TRUST DEED) is
            enforceable in accordance with the Law applicable to it;

      (e)   (CONSENT) the consent of each of the beneficiaries, unitholders or
            other persons whose consent is required under the Trust Deed has
            been obtained;

      (f)   (NO BREACH) the entry into this Lease by the Lessor does not
            conflict with or result in a breach of, or default under, any
            provision of the Trust Deed or any other agreement to which the
            Lessor is a party (whether in its capacity as trustee of the Trust
            or its personal capacity);

      (g)   (TRUST EXTANT) the Trust has not at the Effective Date been
            terminated nor has the date or any event for the vesting of the
            assets subject to the Trust occurred.

22.   GUARANTEE AND INDEMNITY

22.1  CONSIDERATION

      The Guarantor gives this guarantee and indemnity in consideration of the
      Lessor agreeing to enter into this Lease at the request of the Guarantor.
      The Guarantor acknowledges the receipt of valuable consideration from the
      Lessor for the Guarantor incurring obligations and giving rights under
      this guarantee and indemnity.

22.2  GUARANTEE

      The Guarantor unconditionally and irrevocably guarantees to the Lessor the
      due and punctual performance and observance by the Lessee of its
      obligations:

                                                                   Page 47 of 71
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                                                          Allens Arthur Robinson

      (a)   under this Lease, even if this Lease is not registered or is found
            not to be a lease or is found to be a lease for a term less than the
            Term; and

      (b)   in connection with its occupation of the Premises,

      including the obligations to pay money.

22.3  INDEMNITY

      As a separate undertaking, the Guarantor unconditionally and irrevocably
      indemnifies the Lessor against all liability or loss arising from, and any
      costs, charges or expenses incurred in connection with:

      (a)   the Lessee's breach of this Lease; or

      (b)   the Lessee's occupation of the Premises,

      including a breach of the obligations to pay money; or

      (c)   a representation or warranty by the Lessee in this Lease being
            incorrect or misleading when made or taken to be made; or

      (d)   a liquidator disclaiming this Lease.

      It is not necessary for the Lessor to incur expense or make payment before
      enforcing that right of indemnity.

22.4  INTEREST

      The Guarantor agrees to pay interest on any amount payable under this
      guarantee and indemnity from when the amount becomes due for payment until
      it is paid in full. The Guarantor must pay accumulated interest at the end
      of each month without demand. Interest is payable as set out in clause
      12.6.

22.5  ENFORCEMENT OF RIGHTS

      The Guarantor waives any right it has of first requiring the Lessor to
      commence proceedings or enforce any other right against the Lessee or any
      other person before claiming under this guarantee and indemnity.

22.6  CONTINUING SECURITY

      This guarantee and indemnity is a continuing security and is not
      discharged by any one payment.

22.7  GUARANTEE NOT AFFECTED

      The liabilities of the Guarantor under this guarantee and indemnity as a
      guarantor, indemnifier or principal debtor and the rights of the Lessor
      under this guarantee and indemnity are not affected by anything which
      might otherwise affect them at law or in equity including, but not limited
      to, one or more of the following:

      (a)   the Lessor granting time or other indulgence to, compounding or
            compromising with or releasing the Lessee or any other Guarantor;

      (b)   acquiescence, delay, acts, omissions or mistakes on the part of the
            Lessor;

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                                                          Allens Arthur Robinson

      (c)   any transfer of a right of the Lessor;

      (d)   the termination, surrender or expiry of, or any variation,
            assignment, subletting, licensing, extension or renewal of or any
            reduction or conversion of the Term of this Lease;

      (e)   the invalidity or unenforceability of an obligation or liability of
            a person other than the Guarantor;

      (f)   any change in the Lessee's occupation of the Premises;

      (g)   this Lease not being registered;

      (h)   this Lease not being effective as a lease;

      (i)   this Lease not being effective as a lease for the Term;

      (j)   any person named as Guarantor not executing or not executing
            effectively this guarantee and indemnity;

      (k)   a liquidator disclaiming this Lease.

22.8  SUSPENSION OF GUARANTOR'S RIGHTS

      The Guarantor may not:

      (a)   raise a set-off or counterclaim available to it or the Lessee
            against the Lessor in eduction of its liability under this guarantee
            and indemnity; or

      (b)   claim to be entitled by way of contribution, indemnity, subrogation,
            marshalling or otherwise to the benefit of any security or guarantee
            held by the Lessor in connection with this Lease; or

      (c)   make a claim or enforce a right against the Lessee or its property;
            or

      (d)   prove in competition with the Lessor if a liquidator, provisional
            liquidator, receiver, administrator or trustee in bankruptcy is
            appointed in respect of the Lessee or the Lessee is otherwise unable
            to pay its debts when they fall due,

      until all money payable to the Lessor in connection with the lease or the
      Lessee's occupation of the Premises is paid.

22.9  REINSTATEMENT OF GUARANTEE

      If a claim that a payment to the Lessor in connection with this Lease or
      this guarantee and indemnity is void or voidable (including, but not
      limited to, a claim under laws relating to liquidation, administration,
      insolvency or protection of creditors) is upheld, conceded or compromised
      then the Lessor is entitled immediately as against the Guarantor to the
      rights to which it would have been entitled under this guarantee and
      indemnity if the payment had not occurred.

22.10 COSTS

      The Guarantor agrees to pay or reimburse the Lessor on demand for:

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                                                          Allens Arthur Robinson

      (a)   the Lessor's costs, charges and expenses in making, enforcing and
            doing anything in connection with this guarantee and indemnity
            including, but not limited to, legal costs and expenses on a full
            indemnity basis; and

      (b)   all stamp duties, fees, taxes and charges which are payable in
            connection with this guarantee and indemnity or a payment, receipt
            or other transaction contemplated by it.

      Money paid to the Lessor by the Guarantor must be applied first against
      payment of costs, charges and expenses under this clause 22.10 then
      against other obligations under this guarantee and indemnity.

22.11 LESSOR MAY ASSIGN

      The Lessor may assign its rights under this guarantee and indemnity to a
      purchaser or transferee of the Land.

                                                                   Page 50 of 71
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                                                          Allens Arthur Robinson

TABLE OF CONTENTS

<TABLE>
<S>                                                                                                       <C>
1.       INTERPRETATION                                                                                    4
1.1      Definitions                                                                                       4
1.2      General                                                                                           9

2. EXCLUSION OF STATUTORY PROVISIONS                                                                      11
2.1 Relevant Acts                                                                                         11

3.       TERM                                                                                             12
3.1      Term of Lease                                                                                    12
3.2      Option of renewal                                                                                12
3.3      Holding over                                                                                     13

4.       RENT                                                                                             14
4.1      Payment of Rent                                                                                  14
4.2      Rent commencement                                                                                14
4.3      Deleted                                                                                          14
4.4      Market review of Rent                                                                            14
4.5      Lessee's dispute of Rent                                                                         14
4.6      Maximum increase on review                                                                       17
4.7      Fixed Review                                                                                     17

5.       OUTGOINGS                                                                                        18
5.1      Services                                                                                         18
5.2      Cleaning                                                                                         18
5.3      Outgoings                                                                                        18
5.4      Lessor's estimate                                                                                18
5.5      Payments on account                                                                              18
5.6      Yearly adjustment                                                                                18
5.7      GST                                                                                              19

6.       USE OF PREMISES                                                                                  19
6.1      Permitted use                                                                                    19
6.2      Overloading                                                                                      20
6.3      Other activities by Lessee                                                                       20
6.4      For sale/to let                                                                                  20

7.       MAINTENANCE, REPAIRS, ALTERATIONS AND ADDITIONS                                                  21
7.1      Repairing obligations                                                                            21
7.2      Lessor's right of inspection                                                                     23
7.3      Enforcement of repairing obligations                                                             24
7.4      Lessor may enter to repair, decontaminate                                                        24
7.5      Deleted                                                                                          25
7.6      Alterations to Premises                                                                          25
7.7      Notice to Lessor of damage, accident etc.                                                        25
7.8      Maintenance contracts                                                                            26
7.9      Deleted                                                                                          26
7.10     Lessee's Fitout and Fittings                                                                     26
</TABLE>

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                                                          Allens Arthur Robinson

<TABLE>
<S>                                                                                                       <C>
7.11     Timing for works and compliance with Requirements                                                26
7.12     Set off procedure                                                                                27

8.       ASSIGNMENT AND SUB-LETTING                                                                       27
8.1      No disposal of Lessee's interest without Consent                                                 27
8.2      Lessor's obligation to Consent                                                                   27
8.3      James Hardie Industries N.V. Provisions                                                          27
8.4      Deed                                                                                             28
8.5      Change in Control                                                                                28

9.       INSURANCE AND INDEMNITIES                                                                        29
9.1      Insurances to be taken out by Lessee                                                             29
9.2      Insurances to be taken out by Lessor                                                             29
9.3      Deductibles                                                                                      30
9.4      Inflammable substances                                                                           30
9.5      Effect on Lessor's insurances                                                                    30
9.6      Insurance Proposal by the Lessee                                                                 30
9.7      Indemnities                                                                                      31

10.      DAMAGE, DESTRUCTION AND RESUMPTION                                                               32
10.1     Damage to or destruction of Premises                                                             32
10.2     Resumption of Premises                                                                           33
10.3     Liability                                                                                        34
10.4     Dispute                                                                                          34

11.      LESSOR'S COVENANTS AND WARRANTIES                                                                34
11.1     Quiet enjoyment                                                                                  34
11.2     Outgoings                                                                                        34
11.3     Consent of Mortgagee                                                                             34
11.4     Deleted                                                                                          34
11.5     Access                                                                                           34
11.6     Management of Land                                                                               34
11.7     Construction                                                                                     35
11.8     Competitors                                                                                      35
11.9     Breach of warranty or covenant                                                                   35

12.      DEFAULT AND DETERMINATION                                                                        35
12.1     Default                                                                                          35
12.2     Forfeiture of Lease                                                                              36
12.3     Waiver                                                                                           36
12.4     Lessor to mitigate damages                                                                       36
12.5     Recovery of damages                                                                              36
12.6     Interest on overdue money                                                                        37

13.      TERMINATION                                                                                      37
13.1     Yield up                                                                                         37
13.2     Non Make Good Buildings                                                                          37
13.3     Lessee not to cause damage                                                                       38
13.4     Failure by Lessee to remove Lessee's Fitout and Fittings                                         38
13.5     Failure to remove                                                                                38
</TABLE>

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                                                          Allens Arthur Robinson

<TABLE>
<S>                                                                                                       <C>
14.      DISPUTES                                                                                         38
14.1     Appointment of expert                                                                            38
14.2     Qualifications of expert                                                                         39
14.3     Cost of determination                                                                            39

15.      ENVIRONMENTAL CONTAMINATION                                                                      39
15.1     Lessee's responsibility                                                                          39
15.2     Lessor's obligations and indemnity                                                               39
15.3     Remediation by the Lessee if Lessor defaults                                                     41
15.4     Pre-existing UST's                                                                               41
15.5     Specific obligations                                                                             41
15.6     Recovery from polluter                                                                           42
15.7     Acknowledgement                                                                                  42

16.      MISCELLANEOUS                                                                                    42
16.1     Notices                                                                                          42
16.2     Stamp Duty, Costs and Registration                                                               43
16.3     Severance                                                                                        43
16.4     Entire agreement                                                                                 43
16.5     Governing law                                                                                    43

17.      CONFIDENTIALITY                                                                                  43

18.      LICENCE OF LICENSED AREA                                                                         44
18.1     Grant of Licence                                                                                 44
18.2     Lessor to retain legal possession                                                                44
18.3     Term                                                                                             44
18.4     Other conditions                                                                                 45
18.5     On sale                                                                                          45

19.      STEAM SUPPLY                                                                                     45
19.1     Grant of easement                                                                                45
19.2     Exercise of rights                                                                               45
19.3     Iplex consent                                                                                    46

20.      LIMITATION OF LIABILITY                                                                          46
20.1     Capacity of Lessor                                                                               46
20.2     Parties may not sue                                                                              46
20.3     When limitation does not apply                                                                   46
20.4     Failure by third parties                                                                         46
20.5     Breach by the Lessor                                                                             47

21.      TRUST WARRANTIES                                                                                 47

22.      GUARANTEE AND INDEMNITY                                                                          47
22.1     Consideration                                                                                    47
22.2     Guarantee                                                                                        47
22.3     Indemnity                                                                                        48
22.4     Interest                                                                                         48
22.5     Enforcement of rights                                                                            48
22.6     Continuing security                                                                              48
</TABLE>

                                                                   Page 53 of 71
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                                                          Allens Arthur Robinson

<TABLE>
<S>                                                                                                       <C>
22.7     Guarantee not affected                                                                           48
22.8     Suspension of Guarantor's rights                                                                 49
22.9     Reinstatement of guarantee                                                                       49
22.10    Costs                                                                                            49
22.11    Lessor may assign                                                                                50
Lessor's Asset Register                                                                                   56
Make Good and Non Make Good Buildings Plans                                                               57
Plan of Premises and Licensed Area                                                                        58
Easement Plan                                                                                             59
Surplus Licensed Area Plan                                                                                60
</TABLE>


                                                                   Page 54 of 71
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                                                          Aliens Arthur Robinson

EXECUTED as a Deed in Sydney.

Each attorney executing this Deed states that he or she has no notice of
revocation or suspension of his or her power of attorney.

EXECUTED by AMACA PTY LIMITED:

/s/ Peter Edward John Jollie                      /s/ Dennis John Cooper
----------------------------                      ------------------------------
Director Signature                                Director/Secretary Signature

Peter Edward John Jollie                          Dennis John Cooper
----------------------------                      ------------------------------
Print Name                                        Print Name

SIGNED SEALED AND DELIVERED for JAMES HARDIE AUSTRALIA PTY LIMITED by its
attorney under power of attorney registered book 4419 No 817 dated 12 March 2004
in the presence of::

/s/ Josie Hui                                     /s/ Joanne Marchione
----------------------------                      ------------------------------
Witness Signature                                 Attorney Signature

Josie Hui                                         Joanne Marchione
----------------------------                      ------------------------------
Print Name                                        Print Name

SIGNED SEALED AND DELIVERED for JAMES HARDIE INDUSTRIES N.V. by its attorney
under power of attorney registered book 4419 No 863 dated in the presence of::

/s/ Josie Hui                                     /s/ Joanne Marchione
----------------------------                      ------------------------------
Witness Signature                                 Attorney Signature

Josie Hui                                         Joanne Marchione
----------------------------                      ------------------------------
Print Name                                        Print Name

                                                                   Page 55 of 71

<PAGE>

                                                          Aliens Arthur Robinson

THIS IS ANNEXURE B OF 7 PAGES TO THE VARIATION OF LEASE BETWEEN AMACA PTY
LIMITED (ACN 000 035 512) (LESSOR), JAMES HARDIE AUSTRALIA PTY LIMITED (ACN 084
635 558) (LESSEE) AND JAMES HARDIE INDUSTRIES N.V. (ARBN 097 829 895)
(GUARANTOR) DATED 23 MARCH 2004

LESSOR'S ASSET REGISTER

<PAGE>

                                                          Aliens Arthur Robinson

THIS IS ANNEXURE C OF 3 PAGES TO THE VARIATION OF LEASE BETWEEN AMACA PTY
LIMITED (ACN 000 035 512) (LESSOR), JAMES HARDIE AUSTRALIA PTY LIMITED (ACN 084
635 558) (LESSEE) AND JAMES HARDIE INDUSTRIES N.V. (ARBN 097 829 895)
(GUARANTOR) DATED 23 MARCH 2004

MAKE GOOD AND NON MAKE GOOD BUILDINGS PLANS

<PAGE>

                                                          Aliens Arthur Robinson

THIS IS ANNEXURE D OF 2 PAGES TO THE VARIATION OF LEASE BETWEEN AMACA PTY
LIMITED (ACN 000 035 512) (LESSOR), JAMES HARDIE AUSTRALIA PTY LIMITED (ACN 084
635 558) (LESSEE) AND JAMES HARDIE INDUSTRIES N.V. (ARBN 097 829 895)
(GUARANTOR) DATED 23 MARCH 2004

PLAN OF LICENSED AREA

<PAGE>

                                                          Aliens Arthur Robinson

THIS IS ANNEXURE E OF 2 PAGES TO THE VARIATION OF LEASE BETWEEN AMACA PTY
LIMITED (ACN 000 035 512) (LESSOR), JAMES HARDIE AUSTRALIA PTY LIMITED (ACN 084
635 558) (LESSEE) AND JAMES HARDIE INDUSTRIES N.V. (ARBN 097 829 895)
(GUARANTOR) DATED 23 MARCH 2004

EASEMENT PLAN

<PAGE>

                                                          Aliens Arthur Robinson

THIS IS ANNEXURE F OF 2 PAGES TO THE VARIATION OF LEASE BETWEEN AMACA PTY
LIMITED (ACN 000 035 512) (LESSOR), JAMES HARDIE AUSTRALIA PTY LIMITED (ACN 084
635 558) (LESSEE) AND JAMES HARDIE INDUSTRIES N.V. (ARBN 097 829 895)
(GUARANTOR) DATED 23 MARCH 2004

SURPLUS LICENSED AREA PLAN