<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 4.22




FORM E 2
-------------
FORM APPROVED
NO. B2900
-------------

WESTERN AUSTRALIA
TRANSFER OF LAND ACT 1893 AS AMENDED

EXTENSION OF LEASE

<TABLE>
<CAPTION>
LEASE NUMBER    DESCRIPTION OF LAND (Note 1)     EXTENT    VOLUME     FOLIO
------------    ----------------------------     ------    ------     -----
<S>             <C>                              <C>       <C>        <C>
H195573         Lot 55 on Plan 14360             Whole      1660       385

                Lot 53 on Plan 12387             Whole      1770       067

--------------------------------------------------------------------------
</TABLE>

LESSOR-REGISTERED PROPRIETOR OF LAND (Note 2)
--------------------------------------------------------------------------------
Amaca Pty Limited (ACN 000 035 512) of Suite 906, Level 9, MLC Centre, 19-29
Martin Place, Sydney, NSW

--------------------------------------------------------------------------------
LESSEE-REGISTERED PROPRIETOR OF LEASE (Note 3)
--------------------------------------------------------------------------------
James Hardie Australia Pty Limited (ACN 084 635 558) of 10 Colquihoun Street,
Rosehill, NSW

--------------------------------------------------------------------------------
LIMITATIONS, INTERESTS, ENCUMBRANCES and NOTIFICATIONS (Note 3)
--------------------------------------------------------------------------------
Nill

--------------------------------------------------------------------------------
The LESSOR HEREBY EXTENDS the above lease for the term of         See Annexure A
                                                           ---------------------
from the [   ] day of [   ] Year [   ] upon the terms and conditions and subject
to the covenants contained therein with the variation following. (Note 5)

--------------------------------------------------------------------------------
See Annexure A.
--------------------------------------------------------------------------------
Dated this                      23     day of            March         Year 2004
--------------------------------------------------------------------------------
LESSOR/S SIGN HERE (Note 5)                LESSEE/S SIGN HERE (Note 5)

---------------------------------          -------------------------------------
See Annexure A                             See Annexure A

---------------------------------          -------------------------------------
This extension shall not affect any dealing registered subsequent to the above
Lease unless the person in whose favour such dealing was registered consents.

________________________________________________________________________________
(C)State of Western Australia, Produced under License by the 21st Century Legal
Services c/-Michael Paterson & Associates tel: 9443 5383, fax: 9443 5390

                                                                     Page 1 of 2

<PAGE>

                                  INSTRUCTIONS

1.    If insufficient space in any section, Additional Sheet, Form B1, should be
      used with appropriate headings. The boxed sections should only contain the
      words "see page ..."

2.    Additional Sheets shall be numbered consecutively and bound to this
      document by staples along the left margin prior to execution by the
      parties.

3.    No alteration should be made by erasure. The words rejected should be
      scored through and those substituted typed or written above them, the
      alteration being initialled by the persons signing this document and their
      witnesses.

4.    Duplicate Lease to be produced.

5.    Where issued, the Duplicate Certificate of Title is required to be
      produced or if held by another party then arrangements must be made for
      its production.

                                      NOTES

1.    DESCRIPTION OF LAND

      Lot and Diagram/Plan/Strata/Survey-Strata Plan number or Location name and
      number to be stated.

      Extent - Whole, part or balance of the land comprised in the Certificate
      of Title to be stated.

      The Volume and Folio number, to be stated.

2.    LESSOR

      State full name and address of the Lessor/Lessors (Registered Proprietor)
      as shown on Certificate of Title and the address/addresses to which future
      notices can be sent.

3.    LESSEE

      State full name of the Lessee/Lessees (Registered Proprietors of Lease)
      and the address/addresses to which future notices can be sent.

4.    LIMITATIONS, INTERESTS, ENCUMBRANCES AND NOTIFICATIONS

      In this panel show (subject to the next paragraph) those Limitations,
      interests, encumbrances and notifications affecting the leased land
      recorded after the lease:

      (a)   On the certificate(s) of title:

            (i)   In the Second Schedule; or

            (ii)  If no Second Schedule, that are encumbrances;

      AND

      (b)   On the lease, that are encumbrances not recorded on the
            certificate(s) of title (unless to be removed by action or document
            before registration hereof).

      Do not show any:

      (a)   Easement Benefits or Restrictive/Covenant Benefits; or

      (b)   Subsidiary interests or changes affecting a limitation, etc, that is
            to be entered in the panel (eg, if a mortgage is shown, do not show
            any partial discharges or any document affecting either).

            The documents shown are to be identified by nature and number. The
            plan/diagram encumbrances shown are to be identified by nature and
            plan/diagram number. Strata/survey-strata plan encumbrances are to
            be described as "interests on strata/survey-strata plan". If none
            show "nil".

5.    TERM AND VARIATIONS

      Term to be stated in years, months and days or as the case may be. State
      variation in the panel provided.

6.    LESSORS, LESSEES EXECUTION

      A separate attestation is required for every person signing this document.
      Each signature should be separately witnessed by an Adult Person. The
      address and occupation of witnesses must be stated.

--------------------------------------------------------------------------------
EXAMINED

--------------------------------------------------------------------------------
                                 OFFICE USE ONLY

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

<TABLE>
<CAPTION>
                               EXTENSION OF LEASE
<S>                                   <C>
LODGED BY                             Gadens Lawyers

ADDRESS                               Gadens Lawyers
                                      Level 31
                                      St Martins Tower
                                      44 St Georges TCE
                                      Perth  WA  6000

PHONE No.                             Tel 6 1 8 9220 4900

FAX No.                               Fax 6 1 8 9220 4901

REFERENCE No.                         PAL: 1832905

ISSUING BOX No.                       132F
</TABLE>

PREPARED BY                           Allens Arthur Robinson

ADDRESS                               The Chifley Tower
                                      2 Chifley Square
                                      Sydney NSW 2000

PHONE No. (02)9230    FAX No.  (02)9230
           4405                5333

INSTRUCT IF ANY DOCUMENTS ARE TO ISSUE TO OTHER THAN LODGING PARTY.

TITLES, LEASES, DECLARATIONS ETC. LODGED HEREWITH

1. ______________________________

                                  Received Items
2. ______________________________

                                  Nos.
3. ______________________________

4. ______________________________

5. ______________________________

                                  Receiving
6. ______________________________ Clerk

Registered pursuant to the provisions of the TRANSFER OF LAND ACT 1893 as
amended on the day and time shown above and particulars entered in the Register.

________________________________________________________________________________
(C)State of Western Australia, Produced under License by the 21st Century Legal
Services c/-Michael Paterson & Associates tel: 9443 5383, fax: 9443 5390

                                                                     Page 2 of 2
<PAGE>

                                                          Allens Arthur Robinson

THIS IS ANNEXURE A OF 49 PAGES TO THE EXTENSION OF LEASE BETWEEN AMACA PTY
LIMITED (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 195573 is varied as follows:

1.    delete pages (i)-(iii) and annexure A;

2.    by inserting annexure B of this variation of lease as annexure B 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                    Certificates of Title Volume 1660 Folio 385 and Volume 1770 Folio 067

4.            Premises                The Land, buildings and other improvements situated at Lots 53 and 55
                                      Rutland Avenue, Welshpool, WA in the condition in which they exist as
                                      at the Effective Date and includes the Lessor's Fixtures.

5.            Term                    7 Years 4 months, 23 days

6.            Commencing Date         1 November 1998

7.            Terminating Date        23 March 2006

8.            Further Term            2 further terms each of 5 years, the last expiring on 23 March 2016.

9.            Rent                    $470,000.00 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 3 of 56

<PAGE>

                                                          Allens Arthur Robinson

<TABLE>
<CAPTION>
ITEM               TERM                                            DEFINITION
<S>           <C>                     <C>
                                      (b)      Market Review Dates shall be the Commencing Date of each
                                               Further Term.

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 Insurance   $50,000,000

13.           Review Dates for the    The Review Dates for the review of the Rent in each Further Term and
              Further Term            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 Review Dates shall only occur on the Commencing Date of
                                               the Further Term.

14.           Lessee's Proportion     100%
</TABLE>

                                                                    Page 4 of 56

<PAGE>

                                                          Allens Arthur Robinson

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. (Western
Australia 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 Western Australia.

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 the City of Canning Council and Town of Victoria Park.

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.

ENVIRONMENT means components of the earth, including:

                                                                    Page 5 of 56

<PAGE>

                                                          Allens Arthur Robinson

(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 7 years, 4 months and 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%.

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 Western Australia 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.

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.

                                                                    Page 6 of 56

<PAGE>

                                                          Allens Arthur Robinson

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.

LESSEE'S PROPORTION means 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.

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 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.

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.

MARKET RENT means the Rent which could reasonably 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).

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.

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;

                                                                    Page 7 of 56

<PAGE>

                                                          Allens Arthur Robinson

      (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:

(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

PREMISES means the Land, 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.

                                                                    Page 8 of 56

<PAGE>

                                                          Allens Arthur Robinson

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.

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.

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

(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;

                                                                    Page 9 of 56

<PAGE>

                                                          Allens Arthur Robinson

(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.

      (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.

                                                                   Page 10 of 56

<PAGE>

                                                          Allens Arthur Robinson

      (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.

      (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.

                                                                   Page 11 of 56

<PAGE>

                                                          Allens Arthur Robinson

      (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.

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,

                                                                   Page 12 of 56

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                                                          Allens Arthur Robinson

            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;

            (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.

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                                                          Allens Arthur Robinson

            (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.

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

                                                                   Page 14 of 56

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                                                          Allens Arthur Robinson

      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, 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

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                                                          Allens Arthur Robinson

            (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;

                  (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;

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                                                          Allens Arthur Robinson

                  (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; and

                  (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) (ASSUMPTION) 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

                  (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).

                                                                   Page 17 of 56

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                                                          Allens Arthur Robinson

4.6   MAXIMUM INCREASE ON REVIEW

      Despite any other provision of this Lease the annual Rent payable from any
      Market Review Date following a review of the Rent under clause 4.4 (and,
      if applicable, clause 4.5) shall in no circumstances be less than the
      annual Rent payable in the Lease Year immediately prior to that Review
      Date.

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.

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.

                                                                   Page 18 of 56

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                                                          Allens Arthur Robinson

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
            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.

                                                                   Page 19 of 56

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                                                          Allens Arthur Robinson

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;

      (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

                                                                   Page 20 of 56

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                                                          Allens Arthur Robinson

            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;

      (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, to the extent required by clauses
                  7.1(d) and 13; and

            (ii)  acknowledges and agrees that subject to clauses 5.4, 5.6, 9.2,
                  11, 12.4, 15.2 and 15.4, 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); and

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                                                          Allens Arthur Robinson

            (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.

      (c)   (STRUCTURAL REPAIR) Subject to clauses 15.2, 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, 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 15.4, 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.

      (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 a 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.

                                                                   Page 22 of 56

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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
                        the relevant part of the Premises 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.

            (iii) 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);

                  (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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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.

      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.

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                                                          Allens Arthur Robinson

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
            which materially increase the footprint of the Buildings on the
            Premises, 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.

      (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.

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.

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                                                          Allens Arthur Robinson

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;

      (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)   clause 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.

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.

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                                                          Allens Arthur Robinson

      (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 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;

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                                                          Allens Arthur Robinson

      (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.

                                                                   Page 28 of 56
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                                                          Allens Arthur Robinson

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

                  (i)     (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

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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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                                                          Allens Arthur Robinson

         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 by
         agreement with the Lessee redevelop parts of the Land which are no
         longer included in this Lease and that it may be disturbed by resulting
         construction or redevelopment, dust and noise. However, during any
         construction on the Land, 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 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.

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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                                                          Allens Arthur Robinson

         (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, at the Terminating Date:

         (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

         (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 13.1(a).

13.2     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 clause 13.1
         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 Lessee's
         Proportion of Outgoings for any reasonable period in which the Lessor
         undertakes the Lessee's obligations under this clause 13.2.

13.3     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 clause 13.1
         where the Lessor has not requested in writing that it do so, it shall
         then become the property of the Lessor.

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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

         (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 clause 15.5, 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; 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 clause 15.5:

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

                           (A)      any Authority requires remediated; or

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                                                          Allens Arthur Robinson

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

                  (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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                                                          Allens Arthur Robinson

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

         Despite any other provision of this Lease, the Lessee has no obligation
         to empty, decommission, remediate or remove any underground storage
         tanks existing on the Land at the Effective Date or to remediate or
         otherwise deal with any Environmental contamination associated with
         them.

15.5     SPECIFIC OBLIGATIONS

         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.

15.6     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.

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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:

                           (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 the
                  Department of Land Information, Perth 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.

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                                                          Allens Arthur Robinson

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 Western Australia. 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 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.      LIMITATION OF LIABILITY

18.1     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 18.3 ("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.

18.2     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

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                                                          Allens Arthur Robinson

         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).

18.3     WHEN LIMITATION DOES NOT APPLY

         Clauses 18.1 and 18.2 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.

18.4     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 18.3 ("When limitation does not apply") or 18.5 ("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).

18.5     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.

19.      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;

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                                                          Allens Arthur Robinson

         (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.

20.      GUARANTEE AND INDEMNITY

20.1     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.

20.2     GUARANTEE

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

         (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.

20.3     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.

20.4     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.

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20.5     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.

20.6     CONTINUING SECURITY

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

20.7     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;

         (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.

20.8     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

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                                                          Allens Arthur Robinson

         (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.

20.9     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.

20.10    COSTS

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

         (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 20.10 then
         against other obligations under this guarantee and indemnity.

20.11    LESSOR MAY ASSIGN

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

21.      REDUCTION OF AREA OF PREMISES

21.1     REDUCTION OF AREA

         If the Lessor and the Lessee enter into an agreement for lease for
         development of new premises on the Land for the Lessee, the Lessor may
         by giving not less than 3 months notice to the Lessee (such notice
         attaching the registrable form of partial surrender of lease) require
         the Lessee to surrender this Lease with respect to that part of the
         Land the subject of the agreement for lease (DEVELOPMENT LAND).

21.2     CONSEQUENCES

         If the Lessor gives notice to the Lessee under clause 21.1:

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                                                          Allens Arthur Robinson

         (a)      the Lessee's Proportion of Outgoings will be reduced in
                  proportion to the reduction in the area of the Premises from
                  the date of expiry of the Lessor's notice given under clause
                  21.2 but the Rent will not reduce;

         (b)      the Lessee and the Lessor must promptly execute all
                  documentation reasonably necessary to document the partial
                  surrender of this Lease at the Lessor's reasonable Cost;

         (c)      the Lessor shall pay any stamp duty (including fines and
                  penalties) chargeable on the partial surrender of this Lease
                  and any survey or registration fees payable to enable the
                  registration of the partial surrender of this Lease at the
                  Department of Natural Resources and the Lessor must promptly
                  attend to registration of the surrender; and

         (d)      clauses 13.1, 13.2 and 13.3 shall apply with respect to the
                  area surrendered; and

         (e)      neither party shall have any further obligation to the other
                  with respect to the Development Land except for any
                  pre-existing breach and clauses 11.6, 11.7 and 11.8.

21.3     PARTIAL SURRENDER

         If this Lease has not expired by the time the new lease of the
         Development Land commences:

         (a)      the Lessee may surrender its interest in this Lease by notice
                  to the Lessor and the Lessee is released from all obligations
                  with respect to the Premises which arise after the date of
                  service of that notice; and

         (b)      the parties shall promptly do all things necessary to prepare,
                  execute and register any documentation relevant to the
                  surrender referred to in clause 21.3(a).

                                                                   Page 47 of 56

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                                                          Allens Arthur Robinson

TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                                              <C>
1.       INTERPRETATION                                                                                    5
         1.1      Definitions                                                                              5
         1.2      General                                                                                 10

2.       EXCLUSION OF STATUTORY PROVISIONS                                                                12
         2.1 Relevant Acts                                                                                12

3.       TERM                                                                                             12
         3.1      Term of Lease                                                                           12
         3.2      Option of renewal                                                                       12
         3.3      Holding over                                                                            14

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                                                                15
         4.6      Maximum increase on review                                                              18
         4.7      Fixed Review                                                                            18

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                                                                       19
         5.7      GST                                                                                     19

6.       USE OF PREMISES                                                                                  20
         6.1      Permitted use                                                                           20
         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                                                                   25
         7.9      Deleted                                                                                 26
         7.10     Lessee's Fitout and Fittings                                                            26
</TABLE>

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                                                          Allens Arthur Robinson

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

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 NV 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     Failure by Lessee to remove Lessee's Fitout and Fittings                                37
         13.3     Failure to remove                                                                       37

14.      DISPUTES                                                                                         38
         14.1     Appointment of expert                                                                   38
</TABLE>

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                                                          Allens Arthur Robinson

<TABLE>
<S>      <C>                                                                                              <C>
         14.2     Qualifications of expert                                                                38
         14.3     Cost of determination                                                                   38

15.      ENVIRONMENTAL CONTAMINATION                                                                      38
         15.1     Lessee's responsibility                                                                 38
         15.2     Lessor's obligations and indemnity                                                      38
         15.3     Remediation by the Lessee if Lessor defaults                                            40
         15.4     Pre-existing UST's                                                                      40
         15.5     Specific obligations                                                                    40
         15.6     Acknowledgement                                                                         40

16.      MISCELLANEOUS                                                                                    41
         16.1     Notices                                                                                 41
         16.2     Stamp Duty, Costs and Registration                                                      41
         16.3     Severance                                                                               41
         16.4     Entire agreement                                                                        42
         16.5     Governing law                                                                           42

17.      CONFIDENTIALITY                                                                                  42

18.      LIMITATION OF LIABILITY                                                                          42
         18.1     Capacity of Lessor                                                                      42
         18.2     Parties may not sue                                                                     42
         18.3     When limitation does not apply                                                          43
         18.4     Failure by third parties                                                                43
         18.5     Breach by the Lessor                                                                    43

19.      TRUST WARRANTIES                                                                                 43

20.      GUARANTEE AND INDEMNITY                                                                          44
         20.1     Consideration                                                                           44
         20.2     Guarantee                                                                               44
         20.3     Indemnity                                                                               44
         20.4     Interest                                                                                44
         20.5     Enforcement of rights                                                                   45
         20.6     Continuing security                                                                     45
         20.7     Guarantee not affected                                                                  45
         20.8     Suspension of Guarantor's rights                                                        45
         20.9     Reinstatement of guarantee                                                              46
         20.10    Costs                                                                                   46
         20.11    Lessor may assign                                                                       46

21.      REDUCTION OF AREA OF PREMISES                                                                    46
         21.1     Reduction of area                                                                       46
         21.2     Consequences                                                                            46
         21.3     Partial surrender                                                                       47
         Lessor's Asset Register                                                                          52
</TABLE>

                                                                   Page 50 of 56

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                                                          Allens 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 for and on behalf of AMACA PTY
LIMITED by:

/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 No  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
No        in the presence of:

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

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

                                                                   Page 51 of 56

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                                                          Allens Arthur Robinson

THIS IS ANNEXURE B OF 5 PAGES TO THE EXTENSION 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 52 of 56