<PAGE>
                                                                    EXHIBIT 4.23




QUEENSLAND LAND REGISTRY                                       FORM 13 Version 5
Land Title Act 1994 and Land Act 1994 and Water Act 2000            Page 1 of 51

                                   AMENDMENT
    Dealing Number                    Duty Imprint

PRIVACY STATEMENT

The information from this form is collected under the authority of the Land
Title Act 1994 the Land Act 1994 and the Water Act 2000 and is used for the
purpose of maintaining the publicly searchable registers in the land registry
and the water register.

<TABLE>
<S>                                                      <C>                                    <C>
1. TYPE/DEALING NO OF INSTRUMENT/DOCUMENT BEING AMENDED  LODGER (Name, address & phone number)  LODGER
   Type of Instrument/Document Lease                     Allens Arthur Robinson                 CODE
   Dealing Number              706009769                 Lawyers
                                                         123 Eagle Street  Brisbane  4000       024
                                                         Tel: (07) 3334 4000
                                                         Ref: NJCS:XXFS:205068399

2. LOT ON PLAN DESCRIPTION                   COUNTY        PARISH                     TITLE REFERENCE
   Lot 27 on RP 34120 and Lot 2 on RP        Stanley       Toombul                    15944054
   34121
   Lot 3 on RP 199034                        Stanley       Toombul                    17103067
</TABLE>

3. GRANTOR/MORTGAGOR/LESSOR

   Amaca Pty Limited (ACN 000 035 512)

4. GRANTEE/MORTGAGEE/LESSEE

   James Hardie Australia Pty Limited (ACN 084 635 558)

5. REQUEST/EXECUTION

The parties identified in items 3 and 4 agree that the instrument/document in
item 1 is amended in accordance with the attached schedule.

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

       EXECUTION DATE             LESSOR'S SIGNATURE

                                  Executed by AMACA PTY LIMITED

       16/ 03 / 2004
                                  /s/ Peter Edward John Jollie
                                  ------------------------------------------
                                  Director Signature

                                  Peter Edward John Jollie........ Full Name

                                  /s/ Dennis John Cooper
                                  ------------------------------------------
                                  Director/Secretary Signature

                                  Dennis John Cooper.............. Full Name

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                  PAGE 2 OF 51

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067

                EXECUTION DATE    LESSEE'S SIGNATURE

                17/ 03 / 2004     Signed for JAMES HARDIE AUSTRALIA PTY
                                  LIMITED by its attorney under power of
                                  attorney registered No. 707564405
                                  dated 12 March 2004 in the presence of:

                                  /s/ Joanne Marchione
                                  --------------------------------------
                                  Attorney Signature

                                  Joanne Marchione.............. Full Name

                                  /s/ Josie Hui
                                  --------------------------------------
                                  Witness Signature

                                  Josie Hui..................... Full Name

                EXECUTION DATE    GUARANTOR'S SIGNATURE

                17/ 03 / 2004     SIGNED for JAMES HARDIE INDUSTRIES N.V. by
                                  its attorney under power of attorney
                                  registered No. 707564412 dated 12 March 2004
                                  in the presence of:

                                  /s/ Joanne Marchione
                                  --------------------------------------
                                  Attorney Signature

                                  Joanne Marchione...............Print Name

                                  /s/ Josie Hui
                                  --------------------------------------
                                  Witness Signature

                                  Josie Hui......................Print Name

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                  PAGE 3 OF 51

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067

This is the Schedule to the Form 13 Amendment dated 23 March 2004.

Lease 706009769 (as varied by Amendment 706009780) is varied as follows, with
effect from the Effective Date (as defined below).

1.       delete pages 1-39 and Exhibits A and B;

2.       insert annexure B of this Amendment as annexure B of the lease; and

3.       insert the following as the Schedule to the lease.

                                SCHEDULE OF TERMS

                              OPERATIVE PROVISIONS

<TABLE>
<CAPTION>
ITEM     TERM                   DEFINITION
<S>     <C>                     <C>
1.      Lessor                  Amaca Pty Limited (ACN 000 035 512) of 65 York Street, Sydney, NSW
2.      Lessee                  James Hardie Australia Pty Limited (ACN 084 635 558) of 10 Colquhoun
                                Street, Rosehill, NSW

3.      Land                    Certificates of Title 15944054 and 17103067

4.      Premises                The Land, buildings and other improvements situated at 46 Randle Road,
                                Meeandah, QLD in the condition in which they exist as at the
                                Effective Date and includes the Lessor's Fixtures.

5.       Term                   20 Years 4 months and 23 days

6.       Commencing Date        1 November 1998

7.       Terminating Date       23 March 2019

8.       Further Term           2 further terms each of 10 years, the last expiring on 23 March 2039.

9.       Rent                   $400,000.00 per annum, payable as prescribed in clauses 4.1 and 4.2, and
                                subject to review as specified in clauses 4.4, 4.5, 4.6 and 4.7.

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

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

                                (b) Market Review Dates shall be the seventh anniversary of the Effective Date.

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

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                  PAGE 4 OF 51

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067

<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 Term and the method of review
         Further Term            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>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                  PAGE 5 OF 51

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067

1.       INTERPRETATION

1.1      DEFINITIONS

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

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

         AUSTRALIAN INSTITUTE means the Australian Property Institute Inc.
         (Queensland Division).

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

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

         AUTHORITY includes:

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

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

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

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

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

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

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

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

         (b)      excludes any third party logistics operator.

         CONSENT means prior written consent.

         COUNCIL means Brisbane City Council.

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

         EFFECTIVE DATE means 24 March 2004.

         EMPLOYEES means employees, agents, invitees and contractors.

         ENVIRONMENT means components of the earth, including:

         (a)      land, air and water;

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                  PAGE 6 OF 51

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067

         (b)      any layer of the atmosphere;

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

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

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

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

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

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

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

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

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

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

         GUARANTOR means James Hardie Industries N.V.

         INITIAL TERM means the first 20 years 4 months and 23 days term of this
         Lease commencing on 1 November 1998.

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

         LAND means the land described in Item 3.

         LAND TAX means land taxes or taxes in the nature of a tax on land.

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

         LEASE means this lease between the Lessor and the Lessee.

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

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

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

         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.
<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067         PAGE 7 OF 51

         LESSEE'S PROPORTION means that proportion which the Lettable Area of
         the Premises bears to the area of the Land determined in accordance
         with the Method of Measurement from time to time and which at the
         Commencing Date of the lease for the Initial Term is that proportion
         set out in Item 14.

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

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

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

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

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

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

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

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

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

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

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

         OUTGOINGS means:

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

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

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

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

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

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

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

         (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,

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 8 OF 51


                  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) Land Tax, income tax and capital gains tax of any
                  nature; or

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

         PAYMENT means:

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

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

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

         (c)      any Rent or contribution to Outgoings; and

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

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

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

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

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

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

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

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

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

         SUBSTANCE includes:

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

         (b)      radiation, radioactivity and magnetic activity.

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

         TERMINATING DATE means:

         (a)      the date specified in Item 7;

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067         PAGE 9 OF 51

         (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:

                  (iii)    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

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

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

         UMPIRE means a person who:

         (a)      is at the relevant time a Valuer;

         (b)      is appointed under clause 4.5;

         (c)      accepts his appointment in writing; and

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

         VALUER means a person who:

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

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

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

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

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

         1.2      GENERAL

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

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

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

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 10 OF 51

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

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

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

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

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

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

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

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

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

         (k)      (AUSTRALIAN CURRENCY) A reference to "dollars" or "$" is to
                  Australian currency. (l) (SCHEDULES AND ANNEXURES) Each
                  schedule of/or annexure to this Lease forms part of it.

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

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

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

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

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

         (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)

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 11 OF 51


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

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

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

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

                  (ii)     must exercise its discretion acting reasonably.

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

         (w)      (MONTH) Month means calendar month.

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

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

2.       EXCLUSION OF STATUTORY PROVISIONS

2.1      RELEVANT ACTS

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

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:

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 12 OF 51

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

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

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

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

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

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

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

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

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

                  (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.

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 13 OF 51

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

3.3      HOLDING OVER

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

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

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

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

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

4.       RENT

4.1      PAYMENT OF RENT

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

                  (i)      (NO DEMAND) without demand;

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

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

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

4.2      RENT COMMENCEMENT

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

4.3      DELETED

4.4      MARKET REVIEW OF RENT

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                 PAGE 14 OF 51

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 15 OF 51

                           (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; and

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

                  (iii)    (ASSUMPTION) assume that:

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

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

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

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

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

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

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 16 OF 51

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

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

4.6      MAXIMUM INCREASE ON REVIEW

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

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

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

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

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

4.7      FIXED REVIEW

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

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.

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 17 OF 51

5.4      LESSOR'S ESTIMATE

         The Lessor may:

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

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

5.5      PAYMENTS ON ACCOUNT

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

5.6      YEARLY ADJUSTMENT

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

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

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

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

5.7      GST

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

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

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

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

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 18 OF 51

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

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

6.       USE OF PREMISES

6.1      PERMITTED USE

         The Lessee shall:

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

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

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

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

6.2      OVERLOADING

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

6.3      OTHER ACTIVITIES BY LESSEE

         The Lessee shall:

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

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

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

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

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

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

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 19 OF 51

6.4      FOR SALE/TO LET

         The Lessor is entitled:

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

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

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

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

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

7.       MAINTENANCE, REPAIRS, ALTERATIONS AND ADDITIONS

7.1      REPAIRING OBLIGATIONS

         (a)      (GENERAL) The Lessee:

                  (i)      must, during the Term and any extension or Further
                           Term or any holding over, keep the Premises in good
                           repair and condition including any structural or
                           capital maintenance, replacement or repair having
                           regard to their state of repair and condition at the
                           Effective Date, to the extent required by clauses
                           7.1(d) and 13; and

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

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

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

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

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

         (c)      (STRUCTURAL REPAIR) Subject to clauses 15.2 and 15.5(c),
                  nothing in this Lease requires the Lessor to carry out any
                  structural or capital maintenance, replacement or repair
                  except where rendered necessary by any

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 20 OF 51

                  wilful or negligent act or omission of the Lessor or the
                  Lessor's Employees, which maintenance, replacement or repair
                  the Lessor must attend to promptly after notice from the
                  Lessee.

         (d)      (COMPLIANCE WITH LAWS AND REQUIREMENTS)

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

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

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

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

         (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.

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

                           (A)      partially surrender this Lease by giving to
                                    the Lessor a surrender of lease in
                                    registrable form with respect to the
                                    relevant part of the Premises together with
                                    the Termination Payment; and

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

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

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

                  (iii)    Neither party will have any further obligation to the
                           other under this Lease following the date of service
                           on the Lessor of the termination notice or partial
                           surrender of lease and the relevant Termination
                           Payment under clause 7.1(e)(i) or 7.1(e)(ii) (but
                           limited with respect to the area of the

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 21 OF 51

                           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.

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 22 OF 51

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

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

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

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

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

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

7.5      DELETED

7.6      ALTERATIONS TO PREMISES

         (a)      (NO CONSENT REQUIRED) The Lessee is entitled to carry out any
                  Proposed Work on or to the Premises without the need to seek
                  or obtain Lessor's Consent except that the Lessee must obtain
                  the Lessor's Consent prior to carrying out any structural
                  Proposed Works which materially increase the footprint of the
                  Buildings on the Premises, such Consent not to be unreasonably
                  withheld or delayed.

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

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

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

         (e)      (SPECIFIC PROPOSED WORKS) Despite clause 7.6(a), the Lessor
                  gives its consent to Proposed Work:

                  (i)      which relates to installation and removal of the
                           Lessee's plant and equipment, including bolting or
                           affixing to the floors of the Premises, subject to
                           clauses 6.2 and 13; and

                  (ii)     which involves the Lessee installing the following
                           items:

                           (A)      inverted box culvert sections along the
                                    western drain within the Premises;

                           (B)      block retaining wall; and

                           (C)      sprayed concrete drain batter lining,

                  and the Lessee agrees to do this work promptly after the
                  Effective Date.

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 23 OF 51

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

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

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

7.7      NOTICE TO LESSOR OF DAMAGE, ACCIDENT ETC.

         The Lessee shall notify the Lessor of any:

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

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

         of which the Lessee has actual notice.

7.8      MAINTENANCE CONTRACTS

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

7.9      DELETED

7.10     LESSEE'S FITOUT AND FITTINGS

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

7.11     TIMING FOR WORKS AND COMPLIANCE WITH REQUIREMENTS

         Despite any other provision of this Lease:

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

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

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

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

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

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

                  (i)      clauses 7.11(a) applies; or

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 24 OF 51

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

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

7.12     SET OFF PROCEDURE

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

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

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

8.       ASSIGNMENT AND SUB-LETTING

8.1      NO DISPOSAL OF LESSEE'S INTEREST WITHOUT CONSENT

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

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

8.2      LESSOR'S OBLIGATION TO CONSENT

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

8.3      JAMES HARDIE INDUSTRIES N.V. PROVISIONS

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

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 25 OF 51

         (b)      (ASSIGNMENT) the Lessee may assign this Lease to a Related
                  Body Corporate of James Hardie Australia Pty Limited or James
                  Hardie Industries N.V. or to either of those companies without
                  obtaining the Lessor's Consent but notice of the assignment
                  must be given to the Lessor;

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

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

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

8.4      DEED

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

8.5      CHANGE IN CONTROL

         (a)      If:

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

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

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

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

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

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

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067        PAGE 26 OF 51

9.       INSURANCE AND INDEMNITIES

9.1      INSURANCES TO BE TAKEN OUT BY LESSEE

         The Lessee shall:

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

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

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

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

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

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

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

9.2      INSURANCES TO BE TAKEN OUT BY LESSOR

         The Lessor shall:

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

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

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

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

         (c)      (EVIDENCE OF INSURANCE) in respect of any policy of insurance
                  to be effected by the Lessor under this clause 9.2, whenever
                  reasonably required by the

                  Lessee (but not more than once annually), give to the Lessee a
                  copy of the certificate of currency and reasonable details of
                  the policy coverage; and

         (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.

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                 PAGE 27 OF 51

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067

9.4      INFLAMMABLE SUBSTANCES

         The Lessee shall not:

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

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

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

9.5      EFFECT ON LESSOR'S INSURANCES

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

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

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

9.6      INSURANCE PROPOSAL BY THE LESSEE

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

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

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

         (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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                 PAGE 24 OF 51

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067

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

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

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

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

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

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

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

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

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

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

         but excluding any consequential loss.

10.      DAMAGE, DESTRUCTION AND RESUMPTION

10.1     DAMAGE TO OR DESTRUCTION OF PREMISES

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

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

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

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

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

         (c)      (REINSTATEMENT BY LESSOR) unless:

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

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

                  (iii)    (AGREEMENT) the parties agree otherwise,

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

         (d)      (DETERMINATION BY LESSEE) where it is required under clause
                  10.1(c), unless the Lessor obtains all necessary development
                  consents to authorise the necessary works to be done and
                  provides reasonable written evidence of that to the Lessee
                  within 6 months of the destruction or damage first occurring,
                  then the Lessee may terminate this Lease by giving one month's
                  notice to the Lessor. At the end of that notice period this
                  Lease will be at an end;

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

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

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

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

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

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

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

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

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

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

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QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                 PAGE 30 OF 51

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10.2     RESUMPTION OF PREMISES

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

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

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

10.3     LIABILITY

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

10.4     DISPUTE

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

11.      LESSOR'S COVENANTS AND WARRANTIES

11.1     QUIET ENJOYMENT

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

11.2     OUTGOINGS

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

11.3     CONSENT OF MORTGAGEE

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

11.4     DELETED

11.5     ACCESS

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

11.6     MANAGEMENT OF LAND

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

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         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

         (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

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         (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.

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.

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QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
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and Water Act 2000                                                 PAGE 33 OF 51

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13.      TERMINATION

13.1     YIELD UP

         In relation to the Premises, at the Terminating Date:

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

         (b)      (REMOVE BUILDINGS) where, after removal of the Lessee's Fitout
                  and Fittings, 50% or less of the relevant Building to which
                  the Lessee's Fitout and Fittings was attached remains, the
                  Lessee must demolish the balance of the affected Building and
                  remove any debris from the Premises; and

         (c)      (ANY CONDITION) the Lessee can deliver them up to the Lessor
                  in any condition, subject to performance of the Lessee's
                  obligations in clause 7.1(d) which are due to be performed
                  prior to the Terminating Date and under clause 13.1(a) and
                  (b).

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

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

13.3     FAILURE TO REMOVE

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

14.      DISPUTES

14.1     APPOINTMENT OF EXPERT

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

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

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

14.2     QUALIFICATIONS OF EXPERT

         The appointed person:

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

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

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         His determination will be final and binding on the parties.

14.3     COST OF DETERMINATION

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

15.      ENVIRONMENTAL CONTAMINATION

15.1     LESSEE'S RESPONSIBILITY

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

         (a)      inground Environmental contamination of the Land or migrating
                  onto or from the Land which exists at the Effective Date; or

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

15.2     LESSOR'S OBLIGATIONS AND INDEMNITY

         The Lessor shall:

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

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

                           (A)      any Authority requires remediated; or

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

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

         (b)      (INDEMNIFY) indemnify the Lessee against all Claims arising
                  from the matters set out in clause 15.2(a) including any Costs
                  arising from any agreement

                  negotiated by or with the consent of the Lessor acting
                  reasonably with any Authority relating to the matters referred
                  to in clause 15.2(a) except to the extent that:

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

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


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

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

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

                           (B)      otherwise constitutes a health and safety
                                    risk,

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

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

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

15.3     REMEDIATION BY THE LESSEE IF LESSOR DEFAULTS

         If:

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

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

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

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

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

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

         until all Costs incurred by the Lessee have been recovered.

15.4     PRE-EXISTING UST'S

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

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15.5     SPECIFIC OBLIGATIONS

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

         (b)      Subject to clauses 7.11 and 15.5(c), the Lessee shall
                  contribute up to a maximum of $40,000 per annum (increased by
                  3% per annum on each anniversary of the Effective Date)
                  towards the Costs of:

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

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

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

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

15.6     RECOVERY FROM POLLUTER

         The Lessor must:

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

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

15.7     ACKNOWLEDGEMENT

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

16.      MISCELLANEOUS

16.1     NOTICES

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

         (a)      (WRITING) must be in writing;

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

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

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

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

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

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

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

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

16.2     STAMP DUTY, COSTS AND REGISTRATION

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

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

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

16.3     SEVERANCE

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

16.4     ENTIRE AGREEMENT

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

16.5     GOVERNING LAW

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

17.      CONFIDENTIALITY

         (a)      (DUTY) Unless the parties otherwise agree in any particular
                  instance, the provisions of this Lease and all information
                  disclosed to or obtained by the parties in relation to each
                  other and this Lease and which is not in public knowledge (or
                  which is in public knowledge only as a consequence of a breach
                  of this clause) must be kept confidential to the parties and
                  may not be disclosed (unless otherwise required by Law) except
                  to any bona fide consultants retained by a party in relation
                  to this Lease, or to bona fide purchasers, financiers,
                  assignees or sub occupants (as the case may be) and any such
                  consultant or

<PAGE>

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                  other person must be provided only with that information which
                  he needs to know for the purposes of reviewing this Lease and
                  he must undertake in writing to maintain the confidentiality
                  of that information.

         (b)      (INDEMNITY) The parties shall indemnify each other and must
                  keep each other indemnified against all Claims suffered or
                  incurred as a consequence of any breach of clause 17(a) by the
                  Lessor or the Lessee or their respective Employees,
                  consultants or other reasons for whom they are responsible.

18.      LIMITATION OF LIABILITY

18.1     CAPACITY OF LESSOR

         Where the Lessor is a trustee of a trust (TRUST), the Lessor only
         enters into this Lease in its capacity as trustee of the Trust and in
         no other capacity. A liability arising under or in connection with this
         Lease is limited and can be enforced against the Lessor only to the
         extent to which it can be satisfied out of property of the Trust and
         for which the Lessor is actually indemnified for the liability. This
         limitation of the Lessor's liability applies despite any other
         provisions of this Lease (except clause 18.3 ("When limitation does not
         apply")) and extends to all liabilities and obligations of the Lessor
         in any way connected with any representation, warranty, conduct,
         omission, agreement or transaction related to this Lease, any other
         document in connection with it, or the Trust.

18.2     PARTIES MAY NOT SUE

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

18.3     WHEN LIMITATION DOES NOT APPLY

         Clauses 18.1 and 18.2 shall not apply to any obligation or liability of
         the Lessor to the extent that it is not satisfied because, under this
         Lease or any other document in connection with it, or by operation of
         law, there is a reduction in the extent of the Lessor's indemnification
         out of the assets of the Trust, as a result of the Lessor's fraud,
         negligence or breach of trust.

18.4     FAILURE BY THIRD PARTIES

         It is acknowledged that the Lessor is responsible under this Lease and
         other documents in connection with it for performing a variety of
         obligations relating to the Trust. No act or omission of the Lessor
         will be considered fraud or negligence of the Lessor for the purposes
         of clauses 18.3 ("When limitation does not apply") or 18.5 ("Breach by
         the Lessor") to the extent to which the act or omission was caused by
         any failure by any person who provides services in respect of the Trust
         to fulfil its obligations relating to the Trust or by any other act or
         omission of any person who provides services in respect of the Trust
         (other than employees and agents of the Lessor or a person who has been
         delegated or appointed by the Lessor).

18.5     BREACH BY THE LESSOR

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

<PAGE>

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and Water Act 2000                                                 PAGE 39 OF 51

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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 Effective Date been
                  terminated nor has the date or any event for the vesting of
                  the assets subject to the Trust occurred.

20.      GUARANTEE AND INDEMNITY

20.1     CONSIDERATION

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

20.2     GUARANTEE

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

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

         (b)      in connection with its occupation of the Premises, including
                  the obligations to pay money.

20.3     INDEMNITY

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

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

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

         including a breach of the obligations to pay money; or

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
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and Water Act 2000                                                 PAGE 40 OF 51

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         (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.

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
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and Water Act 2000                                                 PAGE 41 OF 51

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         (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.

20.9     REINSTATEMENT OF GUARANTEE

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

20.10    COSTS

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

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

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

         Money paid to the Lessor by the Guarantor must be applied first against
         payment of costs, charges and expenses under this clause 20.10 then
         against other obligations under this guarantee and indemnity.

20.11    LESSOR MAY ASSIGN

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

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                 PAGE 42 OF 51

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TABLE OF CONTENTS

<TABLE>
<S>                                                                               <C>
1.       INTERPRETATION                                                            5

         1.1      Definitions                                                      5

         1.2      General                                                          9

2.       EXCLUSION OF STATUTORY PROVISIONS                                        11

         2.1      Relevant Acts                                                   11

3.       TERM                                                                     11

         3.1      Term of Lease                                                   11

         3.2      Option of renewal                                               11

         3.3      Holding over                                                    13

4.       RENT                                                                     13

         4.1      Payment of Rent                                                 13

         4.2      Rent commencement                                               13

         4.3      Deleted                                                         13

         4.4      Market review of Rent                                           13

         4.5      Lessee's dispute of Rent                                        13

         4.6      Maximum increase on review                                      16

         4.7      Fixed Review                                                    16

5.       OUTGOINGS                                                                16

         5.1      Services                                                        16

         5.2      Cleaning                                                        16

         5.3      Outgoings                                                       16

         5.4      Lessor's estimate                                               17

         5.5      Payments on account                                             17

         5.6      Yearly adjustment                                               17

         5.7      GST                                                             17
</TABLE>

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                 PAGE 43 OF 51

                            SCHEDULE/ENLARGED PANEL/
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<TABLE>
<S>                                                                               <C>
6.       USE OF PREMISES                                                          18

         6.1      Permitted use                                                   18

         6.2      Overloading                                                     18

         6.3      Other activities by Lessee                                      18

         6.4      For sale/to let                                                 19

7.       MAINTENANCE, REPAIRS, ALTERATIONS AND ADDITIONS                          19

         7.1      Repairing obligations                                           19

         7.2      Lessor's right of inspection                                    21

         7.3      Enforcement of repairing obligations                            21

         7.4      Lessor may enter to repair, decontaminate                       21

         7.5      Deleted                                                         22

         7.6      Alterations to Premises                                         22

         7.7      Notice to Lessor of damage, accident etc.                       23

         7.8      Maintenance contracts                                           23

         7.9      Deleted                                                         23

         7.10     Lessee's Fitout and Fittings                                    23

         7.11     Timing for works and compliance with Requirements               23

         7.12     Set off procedure                                               24

8.       ASSIGNMENT AND SUB-LETTING                                               24

         8.1      No disposal of Lessee's interest without Consent                24

         8.2      Lessor's obligation to Consent                                  24

         8.3      James Hardie Industries N.V. Provisions                         24

         8.4      Deed                                                            25

         8.5      Change in Control                                               25

9.       INSURANCE AND INDEMNITIES                                                26

         9.1      Insurances to be taken out by Lessee                            26

         9.2      Insurances to be taken out by Lessor                            26

         9.3      Deductibles                                                     26

         9.4      Inflammable substances                                          27
</TABLE>

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                 PAGE 44 OF 51

                            SCHEDULE/ENLARGED PANEL/
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                      TITLE REFERENCE 15944054 AND 17103067

<TABLE>
<S>                                                                               <C>
         9.5      Effect on Lessor's insurances                                   27

         9.6      Insurance Proposal by the Lessee                                27

         9.7      Indemnities                                                     27

10.      DAMAGE, DESTRUCTION AND RESUMPTION                                       28

         10.1     Damage to or destruction of Premises                            28

         10.2     Resumption of Premises                                          30

         10.3     Liability                                                       30

         10.4     Dispute                                                         30

11.      LESSOR'S COVENANTS AND WARRANTIES                                        30

         11.1     Quiet enjoyment                                                 30

         11.2     Outgoings                                                       30

         11.3     Consent of Mortgagee                                            30

         11.4     Deleted                                                         30

         11.5     Access                                                          30

         11.6     Management of Land                                              30

         11.7     Construction                                                    31

         11.8     Competitors                                                     31

         11.9     Breach of warranty or covenant                                  31

12.      DEFAULT AND DETERMINATION                                                31

         12.1     Default                                                         31

         12.2     Forfeiture of Lease                                             31

         12.3     Waiver                                                          32

         12.4     Lessor to mitigate damages                                      32

         12.5     Recovery of damages                                             32

         12.6     Interest on overdue money                                       32

13.      TERMINATION                                                              33

         13.1     Yield up                                                        33

         13.2     Failure by Lessee to remove Lessee's Fitout and Fittings        33

         13.3     Failure to remove                                               33
</TABLE>

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                 PAGE 45 OF 51

                            SCHEDULE/ENLARGED PANEL/
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                      TITLE REFERENCE 15944054 AND 17103067

<TABLE>
<S>                                                                               <C>
14.      DISPUTES                                                                 33

         14.1     Appointment of expert                                           33

         14.2     Qualifications of expert                                        33

         14.3     Cost of determination                                           34

15.      ENVIRONMENTAL CONTAMINATION                                              34

         15.1     Lessee's responsibility                                         34

         15.2     Lessor's obligations and indemnity                              34

         15.3     Remediation by the Lessee if Lessor defaults                    35

         15.4     Pre-existing UST's                                              35

         15.5     Specific obligations                                            36

         15.6     Recovery from polluter                                          36

         15.7     Acknowledgement                                                 36

16.      MISCELLANEOUS                                                            36

         16.1     Notices                                                         36

         16.2     Stamp Duty, Costs and Registration                              37

         16.3     Severance                                                       37

         16.4     Entire agreement                                                37

         16.5     Governing law                                                   37

17.      CONFIDENTIALITY                                                          37

18.      LIMITATION OF LIABILITY                                                  38

         18.1     Capacity of Lessor                                              38

         18.2     Parties may not sue                                             38

         18.3     When limitation does not apply                                  38

         18.4     Failure by third parties                                        38

         18.5     Breach by the Lessor                                            38

19.      TRUST WARRANTIES                                                         39

20.      GUARANTEE AND INDEMNITY                                                  39
</TABLE>

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                 PAGE 46 OF 51

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<TABLE>
<S>                                                                               <C>
         20.1     Consideration                                                   39

         20.2     Guarantee                                                       39

         20.3     Indemnity                                                       39

         20.4     Interest                                                        40

         20.5     Enforcement of rights                                           40

         20.6     Continuing security                                             40

         20.7     Guarantee not affected                                          40

         20.8     Suspension of Guarantor's rights                                40

         20.9     Reinstatement of guarantee                                      41

         20.10    Costs                                                           41

         20.11    Lessor may assign                                               41

         Lessor's Asset Register                                                  47
</TABLE>

<PAGE>

QUEENSLAND LAND REGISTRY                                       FORM 20 Version 2
Land Title Act 1994, Land Act 1994
and Water Act 2000                                                 PAGE 47 OF 51

                            SCHEDULE/ENLARGED PANEL/
                           ADDITIONAL PAGE/DECLARATION
                      TITLE REFERENCE 15944054 AND 17103067

THIS IS ANNEXURE B OF 5 PAGES TO THE AMENDMENT BETWEEN AMACA PTY LIMITED (ACN
000 035 512) (LESSOR), JAMES HARDIE AUSTRALIA PTY LIMITED (ACN 084 635 558)
(LESSEE) AND JAMES HARDIE INDUSTRIES N.V. (ARBN 097 829 895) (GUARANTOR) DATED
MARCH 2004

LESSOR'S ASSET REGISTER