<PAGE>
                                                                    EXHIBIT 4.25



                           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 NA52A/1447. ALL

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
/s/ Joanne Marchione - Attorney       Occupation ACCOUNTANT NSW
-------------------------------       JUSTICE OF THE PEACE 9102809
Signature, or common seal of Lessor   Address 3rd floor 22 Pitt Street, Sydney
JOANNE MARCHIONE - ATTORNEY           2000

                                      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
/s/ Joanne Marchione - Attorney       Occupation ACCOUNTANT NSW
-------------------------------       JUSTICE OF THE PEACE 9102809
Signature, or common seal of Lessor   Address 3rd floor 22 Pitt Street, Sydney
JOANNE MARCHIONE - ATTORNEY           2000

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

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 48 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

<TABLE>
<CAPTION>
ITEM    TERM                        DEFINITION
<S>    <C>                          <C>
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 DP96439 as contained in Certificate of Title 52A/1447
                                    (North Auckland Registry).

4.     Premises                     The Land, buildings and other improvements situated at
                                    44-74 O'Rorke Road, 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                         $1,371,000 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 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.

12.    Public Risk Insurance        $50,000,000
</TABLE>

                                                                          Page 1
<PAGE>

                                                          Allens Arthur Robinson

<TABLE>
<CAPTION>
ITEM    TERM                        DEFINITION
<S>    <C>                          <C>
13.    Review Dates for the         The Review Dates for the review of the Rent in each Further
       Further Term                 Term and the method of review shall be as follows.

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

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

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

                                                                          Page 2
<PAGE>

                                                          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;

                                                                          Page 3
<PAGE>

                                                          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
<PAGE>

                                                          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.

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

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

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.

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

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:

                                                                          Page 5
<PAGE>

                                                          Allens Arthur Robinson

         (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;

(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.

                                                                          Page 6
<PAGE>

                                                          Allens Arthur Robinson

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;

(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.

                                     Page 7
<PAGE>

1.2      GENERAL

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

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

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

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

         (d)      (PERSON) A reference to a person, 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.

                                                                          Page 8
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                                                          Allens Arthur Robinson

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

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

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

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

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

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

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

         (t)      (BODIES AND AUTHORITIES)

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

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

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

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

                  (ii)     must exercise its discretion acting reasonably.

         (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.

                                                                          Page 9
<PAGE>

                                                          Allens Arthur Robinson

2.       EXCLUSION OF STATUTORY PROVISIONS

2.1      RELEVANT ACTS

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

3.       TERM

3.1      TERM OF LEASE

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

3.2      OPTION OF RENEWAL

         (a)      (GRANT OF FURTHER LEASE) If:

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

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

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

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

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

                  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);

                                                                         Page 10
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                                                          Allens Arthur Robinson

                  (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 AND DELETIONS) the Review Dates
                           specified in Item 10 shall be omitted and replaced
                           with the Review Dates specified in Item 13;

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

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

         (c)      (EARLY DETERMINATION OF MARKET RENT)

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

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

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

                  (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;

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                                                          Allens Arthur Robinson

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

4.       RENT

4.1      PAYMENT OF RENT

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

                  (i)      (NO DEMAND) without demand;

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

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

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

4.2      RENT COMMENCEMENT

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

4.3      DELETED

4.4      MARKET REVIEW OF RENT

         Should the Lessor wish to review the Rent as at a Market Review Date,
         then not earlier than 3 months before and not later than 3 months after
         the Market Review Date (time being of the essence) the Lessor may
         notify the Lessee of the Lessor's assessment of the Market Rent for the
         Premises at the particular Market Review Date. This assessment shall
         take 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

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                                                          Allens Arthur Robinson

                           nominate a Valuer to the other and shall formally
                           appoint that Valuer.

                  (ii)     (NOMINATION OF UMPIRE) Where two Valuers have been
                           nominated they shall, within 5 Business Days of the
                           date of the later nomination and prior to making
                           their determination as to the Market Rent for the
                           Premises, agree upon and nominate an Umpire to
                           determine any disagreement which may arise between
                           them.

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

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                                                          Allens Arthur Robinson

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

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

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

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

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

                  (i)      (EXCLUSIONS) disregard:

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

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

                  (ii)     (CONSIDERATIONS) have regard to:

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

                           (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

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                                                          Allens Arthur Robinson

                  (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

                           (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

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                                                          Allens Arthur Robinson

                  (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.

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.

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                                                          Allens Arthur Robinson

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

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

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

5.7      GST

         (a)      (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;

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                                                          Allens Arthur Robinson

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

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

6.2      OVERLOADING

         The Lessee shall not during the Term place or store any heavy articles
         or materials on any of the floors of, the Premises or the Building in a
         manner significantly differently from that at the 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;

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                                                          Allens Arthur Robinson

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

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

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

7.       MAINTENANCE, REPAIRS, ALTERATIONS AND ADDITIONS 7.1 REPAIRING
         OBLIGATIONS

         (a)      (GENERAL) The Lessee:

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

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

         (c)      (STRUCTURAL REPAIR) Subject to 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

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                                                          Allens Arthur Robinson

                  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:

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

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                                                          Allens Arthur Robinson

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

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

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

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

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

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

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

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

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

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

7.2      LESSOR'S RIGHT OF INSPECTION

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

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                                                          Allens Arthur Robinson

7.3      ENFORCEMENT OF REPAIRING OBLIGATIONS

         The Lessor may:

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

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

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

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

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

7.4      LESSOR MAY ENTER TO REPAIR, DECONTAMINATE

         If:

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

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

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

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

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

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

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                                                          Allens Arthur Robinson

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

7.5      DELETED

7.6      ALTERATIONS TO PREMISES

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

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

                  (ii)     which materially increase the footprint of the
                           Non-Make Good Buildings, such Consent not to be
                           unreasonably withheld or delayed.

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

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

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                                                          Allens Arthur Robinson

7.8      MAINTENANCE CONTRACTS

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

7.9      DELETED

7.10     LESSEE'S FITOUT AND FITTINGS

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

7.11     TIMING FOR WORKS AND COMPLIANCE WITH REQUIREMENTS

         Despite any other provision of this Lease:

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

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

                  (ii)     clause 13; and

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

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

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

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

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                                                          Allens Arthur Robinson

7.12     SET OFF PROCEDURE

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

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

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

8.       ASSIGNMENT AND SUB-LETTING

8.1      NO DISPOSAL OF LESSEE'S INTEREST WITHOUT CONSENT

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

         (b)      The Lessor Consents to all sub-leases, sub-licences or other
                  sub-rights to occupy the Premises which are in existence as at
                  the 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;

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                                                          Allens Arthur Robinson

         (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).

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

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                                                          Allens Arthur Robinson

            (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

      (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

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                                                          Allens Arthur Robinson

      (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

      (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.

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                                                          Allens Arthur Robinson

      (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.

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

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                                                          Allens Arthur Robinson

      (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 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

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                                                          Allens Arthur Robinson

            (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

                  (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

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                                                          Allens Arthur Robinson

      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.

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.

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                                                          Allens Arthur Robinson

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.

11.8  COMPETITORS

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

11.9  BREACH OF WARRANTY OR COVENANT

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

12.   DEFAULT AND DETERMINATION

12.1  DEFAULT

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

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

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

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

12.2  FORFEITURE OF LEASE

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

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

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

12.3  WAIVER

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

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

12.4  LESSOR TO MITIGATE DAMAGES

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

12.5  RECOVERY OF DAMAGES

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

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

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12.6  INTEREST ON OVERDUE MONEY

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

      (b)   (CONDITIONS) That interest shall:

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

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

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

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

13.   TERMINATION

13.1  YIELD UP

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

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

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

13.2  NON MAKE GOOD BUILDINGS

      In relation to the Non Make Good Buildings:

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

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                                                          Allens Arthur Robinson

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

13.3  LESSEE NOT TO CAUSE DAMAGE

      The Lessee shall:

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

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

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

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

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

13.5  FAILURE TO REMOVE

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

14.   DISPUTES

14.1  APPOINTMENT OF EXPERT

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

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

      (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.

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                                                          Allens Arthur Robinson

14.2  QUALIFICATIONS OF EXPERT

      The appointed person:

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

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

      His determination will be final and binding on the parties.

14.3  COST OF DETERMINATION

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

15.   ENVIRONMENTAL CONTAMINATION

15.1  LESSEE'S RESPONSIBILITY

      Despite any other provision of this Lease except clause 15.4 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 clause 15.4:

            (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:

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                                                          Allens Arthur Robinson

            (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
                  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

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                                                          Allens Arthur Robinson

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

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

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

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

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

      until all Costs incurred by the Lessee have been recovered.

15.4  PRE-EXISTING UST'S

      The Lessee must by the Terminating Date remove any underground storage
      tanks existing on the Land at the 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;

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                                                          Allens Arthur Robinson

      (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:

            (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.

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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 a transferee of the Land.

21.   CONCURRENCY

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

                                                                         Page 45

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                                                          Allens Arthur Robinson

TABLE OF CONTENTS

<TABLE>
<S>                                                                                                       <C>
1.       INTERPRETATION                                                                                    3
         1.1      Definitions                                                                              3
         1.2      General                                                                                  8

2.       EXCLUSION OF STATUTORY PROVISIONS                                                                10
         2.1      Relevant Acts                                                                           10

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      Market review of Rent                                                                   12
         4.4      Lessee's dispute of Rent                                                                12
         4.5      Maximum increase on review                                                              15
         4.6      Fixed Review                                                                            16

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                                                    22
         7.4      Lessor may enter to repair, decontaminate                                               22
         7.5      Deleted                                                                                 23
         7.6      Alterations to Premises                                                                 23
         7.7      Notice to Lessor of damage, accident etc.                                               23
         7.8      Maintenance contracts                                                                   24
         7.9      Deleted                                                                                 24
         7.10     Lessee's Fitout and Fittings                                                            24
         7.11     Timing for works and compliance with Requirements                                       24
</TABLE>

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                                                          Allens Arthur Robinson

<TABLE>
<S>                                                                                                       <C>
         7.12     Set off procedure                                                                       25

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                                                                        27
         9.1      Insurances to be taken out by Lessee                                                    27
         9.2      Insurances to be taken out by Lessor                                                    27
         9.3      Deductibles                                                                             28
         9.4      Inflammable substances                                                                  28
         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                                                               30
         10.1     Damage to or destruction of Premises                                                    30
         10.2     Resumption of Premises                                                                  31
         10.3     Liability                                                                               32
         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                                                                      33
         11.7     Construction                                                                            33
         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                                                                     34
         12.3     Waiver                                                                                  34
         12.4     Lessor to mitigate damages                                                              34
         12.5     Recovery of damages                                                                     34
         12.6     Interest on overdue money                                                               35

13.      TERMINATION                                                                                      35
         13.1     Yield up                                                                                35
         13.2     Non Make Good Buildings                                                                 35
         13.3     Lessee not to cause damage                                                              36
         13.4     Failure by Lessee to remove Lessee's Fitout and Fittings                                36
         13.5     Failure to remove                                                                       36

14.      DISPUTES                                                                                         36
</TABLE>

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                                                          Allens Arthur Robinson

<TABLE>
<S>                                                                                                       <C>
         14.1     Appointment of expert                                                                   36
         14.2     Qualifications of expert                                                                37
         14.3     Cost of determination                                                                   37

15.      ENVIRONMENTAL CONTAMINATION                                                                      37
         15.1     Lessee's responsibility                                                                 37
         15.2     Lessor's obligations and indemnity                                                      37
         15.3     Remediation by the Lessee if Lessor defaults                                            38
         15.4     Pre-existing UST's                                                                      39
         15.5     Specific obligations                                                                    39
         15.6     Acknowledgement                                                                         39

16.      MISCELLANEOUS                                                                                    39
         16.1     Notices                                                                                 39
         16.2     Costs and Registration                                                                  40
         16.3     Severance                                                                               40
         16.4     Entire agreement                                                                        40
         16.5     Governing law                                                                           40

17.      CONFIDENTIALITY                                                                                  41

18.      LIMITATION OF LIABILITY                                                                          41
         18.1     Capacity of Lessor                                                                      41
         18.2     Parties may not sue                                                                     41
         18.3     When limitation does not apply                                                          41
         18.4     Failure by third parties                                                                42
         18.5     Breach by the Lessor                                                                    42

19.      TRUST WARRANTIES                                                                                 42

20.      GUARANTEE AND INDEMNITY                                                                          43
         20.1     Consideration                                                                           43
         20.2     Guarantee                                                                               43
         20.3     Indemnity                                                                               43
         20.4     Interest                                                                                43
         20.5     Enforcement of rights                                                                   43
         20.6     Continuing security                                                                     44
         20.7     Guarantee not affected                                                                  44
         20.8     Suspension of Guarantor's rights                                                        44
         20.9     Reinstatement of guarantee                                                              45
         20.10    Costs                                                                                   45
         20.11    Lessor may assign                                                                       45

21.      CONCURRENCY                                                                                      45
         This Lease is concurrent with any tenancy, subtenancy, or other occupancies in existence
           at the Commencing Date.                                                                        45
         Lessor's Asset Register                                                                          49
         Make Good and Non Make Good Buildings Plans                                                      50
</TABLE>

                                                                         Page 48

<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 49

<PAGE>

                                                          Allens Arthur Robinson

THIS IS ANNEXURE C OF 3 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

MAKE GOOD AND NON MAKE GOOD BUILDINGS PLANS

                                                                         Page 50