<PAGE>
                                                                    EXHIBIT 4.24




                           Lease Intended for Use in Conjunction with Memorandum

LEASE

Land Transfer Act 1952

If there is not enough space in any of the panels below, cross-reference to and
use the approved Annexure Schedule: no other format will be received.

Land Registration District NORTH AUCKLAND

Certificate of Title No.All or Part? Area and legal description - Insert only
when part of Stratum, CT SEE ANNEXURE SCHEDULE

Lessor Surnames must be underlined or in CAPITALS

STUDORP LIMITED

Lessee Surnames must be underlined or in CAPITALS

JAMES HARDIE NEW ZEALAND LIMITED

Estate or Interest: Insert e.g. Fee simple; Leasehold in Lease No. etc FEE
SIMPLE

Term SEE ANNEXURE SCHEDULE

Rental SEE ANNEXURE SCHEDULE

Operative Clause SEE ANNEXURE SCHEDULE

Dated this 23 DAY OF MARCH 2004

Attestation                          Signed in my presence by Lessor by its
                                     attorney

                                     Signature of Witness

                                     /s/ Alan Kneeshaw
                                     --------------------------
                                     WITNESS TO COMPLETE IN BLOCK LETTERS
                                     (unless typewritten or legibly stamped)
                                     Witness name ALAN KNEESHAW Occupation
                                     ACCOUNTANT NSW JUSTICE OF THE PEACE
/s/ Joanne Marchione - Attorney      9102809
-------------------------------      Address 3rd floor 22 Pitt Street,
Signature, or common seal of Lessor  Sydney 2000
JOANNE MARCHIONE - ATTORNEY

                                     Signed in my presence by Lessee by its
                                     attorney

                                     Signature of Witness

                                     /s/ Alan Kneeshaw
                                     -------------------------------
                                     WITNESS TO COMPLETE IN
                                     BLOCK LETTERS (unless
                                     typewritten or legibly
                                     stamped) Witness name
                                     ALAN KNEESHAW Occupation
                                     ACCOUNTANT NSW JUSTICE
                                     OF THE PEACE
/s/ Joanne Marchione - Attorney      9102809
-------------------------------      Address 3rd floor 22 Pitt Street,
Signature, or common seal of Lessor  Sydney 2000
JOANNE MARCHIONE - ATTORNEY

Certified correct for purposes of the Land              /s/ Nicholas Cowie
Transfer Act of 1952                                    ------------------------
                                                        Solicitor for the Lessee

<PAGE>

                                Annexure Schedule

         LEASE                    Dated 23 March 2004                Page 1 of 1

Additional Lease Details

Certificate of Title No.            All or Part?

NA79D/497                                   All
NA694/161                                   All
NA1058/269                                  All
NA1563/65                                   All

Continuation of `Operative Clause'

The Lessor leases to the Lessee, and the Lessee takes on lease, the Premises for
the Term at the Rent and in accordance with the provisions of the lease as set
out in Annexures A and B.

Continuation of attestation:

James Hardie Industries N.V.

as Guarantor by its attorney:                  /s/ Joanne Marchione
                                               ---------------------------
                                               JOANNE MARCHIONE - ATTORNEY

In the presence of:

Name:                                          ALAN KNEESHAW

Occupation:                                    ACCOUNTANT NSW JP9102809

Address:                                       3rd FLOOR 22 PITT ST, SYDNEY 2000

This Annexure Schedule is used as an expansion of an instrument, all signing
parties and either their witnesses or their solicitors must put their signatures
or initials here.

JM, AK, NC
<PAGE>

                                                          Allens Arthur Robinson

THIS IS ANNEXURE A OF 47 PAGES TO THE LEASE BETWEEN STUDORP LIMITED (LESSOR),
JAMES HARDIE NEW ZEALAND LIMITED (LESSEE) AND JAMES HARDIE INDUSTRIES N.V.
(GUARANTOR) DATED 23 MARCH 2004

                                SCHEDULE OF TERMS

                              OPERATIVE PROVISIONS

ITEM          TERM                    DEFINITION

1.            Lessor                  Studorp Limited of 50 O'Rorke Road,
                                      Penrose, Auckland

2.            Lessee                  James Hardie New Zealand Limited of 50
                                      O'Rorke Road, Penrose, Auckland

3.            Land                    Lot 1 on DP135335 as contained in
                                      Certificate of Title 79D/497, DP27312
                                      as contained in Certificate of Title
                                      694/161, Allotment 35 Section 17 Suburbs
                                      of Auckland as contained in Certificate of
                                      Title 1058/269 and Allotment 36 Section 17
                                      Suburbs of Auckland as contained in
                                      Certificate of Title 1563/65 (North
                                      Auckland Registry).

4.            Premises                The Land, buildings and other improvements
                                      situated at the Corner of O'Rorke and
                                      Station Roads, Penrose, Auckland, New
                                      Zealand in the condition in which they
                                      exist as at the Commencing Date and
                                      includes the Lessor's Fixtures.

5.           Term                     12 Years

6.           Commencing Date          23 March 2004

7.           Terminating Date         22 March 2016

8.           Further                  Term 2 further terms each of 10 years, the
                                      last expiring on 22 March 2036.

9.           Rent                     $440,000.00 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 Commencing
                                               Date during the Term other than
                                               the Commencing Date of a Further
                                               Term; and

                                      (b)      Market Review Dates shall be the
                                               sixth anniversary of the
                                               Commencing Date.

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

                                                                          Page 1
<PAGE>

Term          Term                    Definition          Allens Arthur Robinson

12.           Public Insurance        Risk  $50,000,000

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

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

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

14.           Lessee's Proportion     100%

                                                                          Page 2
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                                                          Allens Arthur Robinson

1.       INTERPRETATION

1.1      DEFINITIONS

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

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

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

AUTHORISED PERSON means any director or secretary, or any person from time to
time nominated as an Authorised Person 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 local body or government in any jurisdiction;

(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 New Zealand 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 Auckland.

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 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 Auckland City Council and Auckland Regional Council.

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

EMPLOYEES means employees, agents, invitees and contractors.

ENVIRONMENT means components of the earth, including:

(a)      land, air and water;

(b)      any layer of the atmosphere;

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                                                          Allens Arthur Robinson

(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.

GUARANTOR means James Hardie Industries N.V.

GST means tax charged under the GST Act together with any related interest,
penalties, fines or other charge in respect of that tax to the extent caused by
any default or delay by the Lessee.

GST ACT means the Goods and Services Tax Act 1985 (New Zealand).

INPUT TAX has the meaning given to that term under the GST Law.

INITIAL TERM means the first 12 year term of this Lease commencing on 23 March
2004.

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

LAND means the land described in Item 3.

LAW includes any requirement of any statute, rule, regulation, proclamation,
ordinance, by-law, or other enactment, present or future.

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.

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 those items in the list of items contained in
Annexure B which are located on the Premises or on the Land.

                                                                          Page 4
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                                                          Allens Arthur Robinson

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, statutory management, receivership, entry into
a scheme of arrangement or compromise with creditors, amalgamation,
administration, assignment for the benefit of creditors, arrangement or
compromise with creditors, bankruptcy or death.

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

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 set down by the Property
Council of New Zealand, Inc and the New Zealand Property Institute in their
Guide for Measurement of Rentable Areas for buildings which are similar to the
Premises. 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.

NEW ZEALAND INSTITUTE means the New Zealand Property Institute.

OUTGOINGS means:

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

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

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

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

(b)      (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;

                                                                          Page 5
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                                                          Allens Arthur Robinson

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

(d)      (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.

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:

(a) that term in the Corporations Act 2001 (Cth of Australia); and

(b) the term "related company" in the Companies Act 1993 (New Zealand).

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 INVOICE has the meaning given to that term in the GST Act.

TAXABLE SUPPLY has the meaning given to that term in the GST Act.

TERMINATING DATE means:

(a)      the date specified in Item 7;

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

                                                                          Page 6
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                                                          Allens Arthur Robinson

(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;

(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 New Zealand Institute of Valuers 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.

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                                                          Allens Arthur Robinson

         (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, company, trust, partnership,
                  unincorporated body or other entity includes any of them.

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

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

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

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

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

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

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

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

         (k)      (NEW ZEALAND CURRENCY) A reference to "dollars" or "$" is to
                  New Zealand 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.

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                                                          Allens Arthur Robinson

         (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.

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

         (W)      (MONTH) Month means calendar month.

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

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

2.       EXCLUSION OF STATUTORY PROVISIONS

2.1      RELEVANT ACTS

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

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                                                          Allens Arthur Robinson

3.       TERM

3.1      TERM OF LEASE

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

3.2      OPTION OF RENEWAL

         (a)      (GRANT OF FURTHER LEASE) If:

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

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

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

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

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

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

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

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

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

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

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

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

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                                                          Allens Arthur Robinson

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

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

         (c)      (EARLY DETERMINATION OF MARKET RENT)

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

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

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

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

3.3      HOLDING OVER

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

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

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

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

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

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                                                          Allens Arthur Robinson

4.       RENT 4.1 PAYMENT OF RENT

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

                  (i)      (NO DEMAND) without demand;

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

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

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

4.2      RENT COMMENCEMENT

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

4.3      DELETED

4.4      MARKET REVIEW OF RENT

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

4.5      LESSEE'S DISPUTE OF RENT

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

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

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

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

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                                                          Allens Arthur Robinson

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

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

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

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

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

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

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

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

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

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

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

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

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

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                                                          Allens Arthur Robinson

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

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

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

                  (i)      (EXCLUSIONS) disregard:

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

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

                  (ii)     (CONSIDERATIONS) have regard to:

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

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

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

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

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

                  (iii)    (ASSUMPTIONS) assume that:

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

                           (B)      that there has been no fair wear and tear of
                                    the Premises since the Commencing Date of
                                    the Lease for the Initial Term; and

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                                                          Allens Arthur Robinson

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

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

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

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

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

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

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

4.6      MAXIMUM INCREASE ON REVIEW

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

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

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

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

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

4.7      FIXED REVIEW

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

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                                                          Allens Arthur Robinson

5.       OUTGOINGS

5.1      SERVICES

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

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

5.2      CLEANING

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

5.3      OUTGOINGS

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

5.4      LESSOR'S ESTIMATE

         The Lessor may:

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

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

5.5      PAYMENTS ON ACCOUNT

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

5.6      YEARLY ADJUSTMENT

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

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

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                                                          Allens Arthur Robinson

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

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

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

5.7      GST

         (a)      (PAYMENT OF GST) The parties agree that where any amount
                  payable under or pursuant to this Lease (the GST-EXCLUSIVE
                  AMOUNT) by a party (the RECIPIENT) is consideration for a
                  Taxable Supply by another party (the SUPPLIER) then the
                  Recipient will pay to the Supplier in addition to and at the
                  same time as the GST-Exclusive Amount, an amount equal to the
                  GST payable by the Supplier in respect of that Taxable Supply
                  and the Supplier will provide a Tax Invoice to the Recipient
                  for that supply.

         (b)      (INPUT TAX) Despite any other provision of this Lease, for the
                  purposes of determining the amount of any reimbursement or
                  indemnification payable by one party (including any
                  contribution to Outgoings) in respect of an expense, loss or
                  liability incurred or to be incurred by the other party (the
                  PAYEE), the amount of the expense, loss or liability incurred
                  or to be incurred by the Payee will be reduced by the amount
                  of any Input Tax that the Payee is entitled to claim in
                  respect of that expense, loss or liability.

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.

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                                                          Allens Arthur Robinson

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 Commencing Date of
         the Lease for the Initial Term, without the Lessor's consent.

6.3      OTHER ACTIVITIES BY LESSEE

         The Lessee shall:

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

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

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

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

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

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

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

6.4      FOR SALE/TO LET

         The Lessor is entitled:

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

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

         (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

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                                                          Allens Arthur Robinson

         (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
                           Commencing Date of the Lease for the Initial Term, 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 and 15.2, the Lessor is not
                           responsible for any costs and expenses in relation to
                           the Premises during the Term and any extension or
                           Further Term or any holding over.

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

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

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

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

         (c)      (STRUCTURAL REPAIR) Subject to clause 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 and 15.2, comply with
                  any Law or Requirement:

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                                                          Allens Arthur Robinson

                  (i)      affecting the Premises (including any underground
                           storage tanks and any Environmental contamination
                           associated with them);

                  (ii)     affecting the Lessee's use of the Premises and the
                           Lessee's Fitout and Fittings; and

                  (iii)    in relation to asbestos contamination in sewerage and
                           stormwater drains, gutters and soakaways both on the
                           Premises and running from the Premises,

                  except that the Lessor must, at its Cost, promptly comply with
                  these Laws or Requirements:

                  (iv)     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

                  (v)      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

                  (vi)     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.

                  (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:

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                                                          Allens Arthur Robinson

                                    (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.

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

                                                                         Page 21
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                                                          Allens Arthur Robinson

                  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.

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.

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                                                          Allens Arthur Robinson

         (c)      (APPROVALS) The Lessee shall obtain all necessary approvals or
                  consents 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 consents 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.

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

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                                                          Allens Arthur Robinson

                  or comply with at such time as the Lessee (acting reasonably)
                  determines except that the Lessee must still comply with:

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

                  (ii)     clause 13; and

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

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

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

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

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

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

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

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

7.12     SET OFF PROCEDURE

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

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

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

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                                                          Allens Arthur Robinson

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 Commencing Date of the Lease for the Initial Term, 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 New Zealand
         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
                  New Zealand 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 New Zealand 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 New Zealand Limited or
                  James Hardie Industries N.V. (as the case may be) then the
                  Lessor gives its consent to an assignment of this Lease to the
                  purchaser;

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

         (e)      (NOVATION) the Lessee may novate this Lease to a Related Body
                  Corporate of James Hardie New Zealand Limited or James Hardies
                  Industries NV 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).

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                                                          Allens Arthur Robinson

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.

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

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                                                          Allens Arthur Robinson

         (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 New Zealand 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

         (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

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                                                          Allens Arthur Robinson

         (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 Commencing Date of the Lease for the
         Initial Term.

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.

         (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.

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                                                          Allens Arthur Robinson

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.

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

                                                                         Page 29
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                                                          Allens Arthur Robinson

                           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 Commencing Date of the Lease for the Initial
                  Term 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 Commencing Date of the Lease for the
                  Initial Term;

         (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;
                           or

                  (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 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 consents from
                                    any relevant Authority; and/or

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                                                          Allens Arthur Robinson

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

         (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.

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                                                          Allens Arthur Robinson

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 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

         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;

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

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                                                          Allens Arthur Robinson

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

         (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.

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                                                          Allens Arthur Robinson

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.

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

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                                                          Allens Arthur Robinson

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

13.      TERMINATION

13.1     YIELD UP

         In relation to the Premises, the Lessee shall at the Terminating Date:

         (a)      (REMOVE LESSEE'S FITOUT AND FITTINGS) if the Lessor so
                  requests or if the Lessee wishes to, 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.

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 New Zealand, Inc.

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

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                                                          Allens Arthur Robinson

                  type within the area in which the Premises are located or
                  other comparable areas; and

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

         His determination will be final and binding on the parties.

14.3     COST OF DETERMINATION

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

15.      ENVIRONMENTAL CONTAMINATION

15.1     LESSEE'S RESPONSIBILITY

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

         (a)      inground Environmental contamination of the Land or migrating
                  onto or from the Land which exists at the Commencing Date of
                  the Lease for the Initial Term; or

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

15.2     LESSOR'S OBLIGATIONS AND INDEMNITY

         The Lessor shall:

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

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

                           (A)      any Authority requires remediated; or

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

                  (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 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

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                                                          Allens Arthur Robinson

                           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.

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

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                                                          Allens Arthur Robinson

         properly complying with that Law or Requirement or arising from the
         Lessor's failure to do so and any reasonable Costs arising from
         temporary relocation of all or part of the Lessee's Business shall, at
         the Lessee's option be (but subject to clause 7.12):

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

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

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

         until all Costs incurred by the Lessee have been recovered.

15.4     PRE-EXISTING UST'S

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

15.5     SPECIFIC OBLIGATIONS

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

         (b)      The Lessee agrees to contribute towards the costs of
                  remediation of the asbestos contamination referred to in
                  clause 7.1(d)(iii) in accordance with the terms of any
                  agreement negotiated between the Lessee and the relevant
                  Authority.

15.6     ACKNOWLEDGEMENT

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

16.      MISCELLANEOUS

16.1     NOTICES

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

         (a)      (WRITING) must be in writing;

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

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

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                                                          Allens Arthur Robinson

                  (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     COSTS AND REGISTRATION

         (a)      (REGISTRATION FEES) The Lessee shall pay to the Lessor on
                  demand 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 the
                  registration of this Lease at Land Information New Zealand as
                  soon as possible after the Commencing Date.

16.3     SEVERANCE

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

16.4     ENTIRE AGREEMENT

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

16.5     GOVERNING LAW

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

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                                                          Allens Arthur Robinson

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 persons 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 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.

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                                                          Allens Arthur Robinson

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;

         (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 Commencing Date of the
                  Lease for the Initial Term been terminated nor has the date or
                  any event for the vesting of the assets subject to the Trust
                  occurred.

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                                                          Allens Arthur Robinson

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.

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.

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                                                          Allens Arthur Robinson

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

         (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.

                                                                         Page 43
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                                                          Allens Arthur Robinson

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.      CONCURRENCY

         This Lease is concurrent with any tenancy, subtenancy, or other
         occupancies in existence at the Commencing Date.

                                                                         Page 44
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                                                          Allens Arthur Robinson

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                    <C>
1.     INTERPRETATION                                                                                   3
       1.1       Definitions                                                                            3
       1.2       General                                                                                7

2.     EXCLUSION OF STATUTORY PROVISIONS                                                                9
       2.1 Relevant Acts                                                                                9

3.     TERM                                                                                            10
       3.1       Term of Lease                                                                         10
       3.2       Option of renewal                                                                     10
       3.3       Holding over                                                                          11

4.     RENT                                                                                            12
       4.1       Payment of Rent                                                                       12
       4.2       Rent commencement                                                                     12
       4.3       Deleted                                                                               12
       4.4       Market review of Rent                                                                 12
       4.5       Lessee's dispute of Rent                                                              12
       4.6       Maximum increase on review                                                            15
       4.7       Fixed Review                                                                          15

5.     OUTGOINGS                                                                                       16
       5.1       Services                                                                              16
       5.2       Cleaning                                                                              16
       5.3       Outgoings                                                                             16
       5.4       Lessor's estimate                                                                     16
       5.5       Payments on account                                                                   16
       5.6       Yearly adjustment                                                                     16
       5.7       GST                                                                                   17

6.     USE OF PREMISES                                                                                 17
       6.1       Permitted use                                                                         17
       6.2       Overloading                                                                           18
       6.3       Other activities by Lessee                                                            18
       6.4       For sale/to let                                                                       18

7.     MAINTENANCE, REPAIRS, ALTERATIONS AND ADDITIONS                                                 19
       7.1       Repairing obligations                                                                 19
       7.2       Lessor's right of inspection                                                          21
       7.3       Enforcement of repairing obligations                                                  21
       7.4       Lessor may enter to repair, decontaminate                                             22
       7.5       Deleted                                                                               22
       7.6       Alterations to Premises                                                               22
       7.7       Notice to Lessor of damage, accident etc.                                             23
       7.8       Maintenance contracts                                                                 23
       7.9       Deleted                                                                               23
       7.10      Lessee's Fitout and Fittings                                                          23
</TABLE>

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                                                          Allens Arthur Robinson

<TABLE>
<CAPTION>
<S>                                                                                                    <C>
       7.11      Timing for works and compliance with Requirements                                     23
       7.12      Set off procedure                                                                     24

8.     ASSIGNMENT AND SUB-LETTING                                                                      25
       8.1       No disposal of Lessee's interest without Consent                                      25
       8.2       Lessor's obligation to Consent                                                        25
       8.3       James Hardie Industries N.V. Provisions                                               25
       8.4       Deed                                                                                  26
       8.5       Change in Control                                                                     26

9.     INSURANCE AND INDEMNITIES                                                                       26
       9.1       Insurances to be taken out by Lessee                                                  26
       9.2       Insurances to be taken out by Lessor                                                  27
       9.3       Deductibles                                                                           27
       9.4       Inflammable substances                                                                27
       9.5       Effect on Lessor's insurances                                                         28
       9.6       Insurance Proposal by the Lessee                                                      28
       9.7       Indemnities                                                                           29

10.    DAMAGE, DESTRUCTION AND RESUMPTION                                                              29
       10.1      Damage to or destruction of Premises                                                  29
       10.2      Resumption of Premises                                                                31
       10.3      Liability                                                                             31
       10.4      Dispute                                                                               32

11.    LESSOR'S COVENANTS AND WARRANTIES                                                               32
       11.1      Quiet enjoyment                                                                       32
       11.2      Outgoings                                                                             32
       11.3      Consent of Mortgagee                                                                  32
       11.4      Deleted                                                                               32
       11.5      Access                                                                                32
       11.6      Management of Land                                                                    32
       11.7      Construction                                                                          32
       11.8      Competitors                                                                           33
       11.9      Breach of warranty or covenant                                                        33

12.    DEFAULT AND DETERMINATION                                                                       33
       12.1      Default                                                                               33
       12.2      Forfeiture of Lease                                                                   33
       12.3      Waiver                                                                                34
       12.4      Lessor to mitigate damages                                                            34
       12.5      Recovery of damages                                                                   34
       12.6      Interest on overdue money                                                             34

13.    TERMINATION                                                                                     35
       13.1      Yield up                                                                              35
       13.2      Failure by Lessee to remove Lessee's Fitout and Fittings                              35
       13.3      Failure to remove                                                                     35

14.    DISPUTES                                                                                        35
       14.1      Appointment of expert                                                                 35
</TABLE>

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                                                          Allens Arthur Robinson

<TABLE>
<CAPTION>
<S>                                                                                                    <C>
       14.2      Qualifications of expert                                                              35
       14.3      Cost of determination                                                                 36

15.    ENVIRONMENTAL CONTAMINATION                                                                     36
       15.1      Lessee's responsibility                                                               36
       15.2      Lessor's obligations and indemnity                                                    36
       15.3      Remediation by the Lessee if Lessor defaults                                          37
       15.4      Pre-existing UST's                                                                    38
       15.5      Specific obligations                                                                  38
       15.6      Acknowledgement                                                                       38

16.    MISCELLANEOUS                                                                                   38
       16.1      Notices                                                                               38
       16.2      Costs and Registration                                                                39
       16.3      Severance                                                                             39
       16.4      Entire agreement                                                                      39
       16.5      Governing law                                                                         39

17.    CONFIDENTIALITY                                                                                 40

18.    LIMITATION OF LIABILITY                                                                         40
       18.1      Capacity of Lessor                                                                    40
       18.2      Parties may not sue                                                                   40
       18.3      When limitation does not apply                                                        40
       18.4      Failure by third parties                                                              41
       18.5      Breach by the Lessor                                                                  41

19.    TRUST WARRANTIES                                                                                41

20.    GUARANTEE AND INDEMNITY                                                                         42
       20.1      Consideration                                                                         42
       20.2      Guarantee                                                                             42
       20.3      Indemnity                                                                             42
       20.4      Interest                                                                              42
       20.5      Enforcement of rights                                                                 42
       20.6      Continuing security                                                                   43
       20.7      Guarantee not affected                                                                43
       20.8      Suspension of Guarantor's rights                                                      43
       20.9      Reinstatement of guarantee                                                            44
       20.10     Costs                                                                                 44
       20.11     Lessor may assign                                                                     44

21.    CONCURRENCY                                                                                     44
       This Lease is concurrent with any tenancy, subtenancy, or other occupancies in existence
                 at the Commencing Date.                                                               44
       Lessor's Asset Register                                                                         48
</TABLE>

                                                                         Page 47
<PAGE>

                                                          Allens Arthur Robinson

THIS IS ANNEXURE B OF 8 PAGES TO THE LEASE BETWEEN STUDORP LIMITED (LESSOR),
JAMES HARDIE NEW ZEALAND LIMITED (LESSEE) AND JAMES HARDIE INDUSTRIES N.V.
(GUARANTOR) DATED 23 MARCH 2004

LESSOR'S ASSET REGISTER

                                                                         Page 48