<PAGE>

                                                                 Exhibit 10.16


                                      OFFER

                                       BY

                     INTERIM SERVICES AUSTRALIA PTY LIMITED
                                (ACN 084 748 827)
                                   ("INTERIM")

                     TO ACQUIRE ALL OF YOUR ORDINARY SHARES

                                       IN

                          COMPUTER POWER GROUP LIMITED
                                (ACN 002 956 087)
                               ("COMPUTER POWER")

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1.   INTERIM'S OFFER
--------------------------------------------------------------------------------

1.1  Interim offers to acquire all of Your Shares on the terms and conditions of
     this Offer.

1.2  If you accept this Offer, Interim will be entitled to receive all Rights
     attaching to Your Shares.

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2.   CONSIDERATION
--------------------------------------------------------------------------------

The consideration Interim offers you is $5.75 cash for each of Your Shares.

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3.   OFFER PERIOD
--------------------------------------------------------------------------------

Unless withdrawn in accordance with the Law, this Offer will remain open for
acceptance for a period commencing on the date of this Offer and ending at 5 pm
(Sydney time) on 8 December 1998 subject to Interim's right to extend such
period in accordance with section 656 of the Law.

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4.   WHO MAY ACCEPT
--------------------------------------------------------------------------------

4.1  This Offer is made to you as the holder of Computer Power Shares which are
     registered or entitled to be registered in your name in the register of
     members of Computer Power on the date this Offer is sent or at any time
     prior to the end of the Offer Period. If at any time during the Offer
     Period, another person is, or is entitled to be, registered as a holder of
     some or all of Your Shares ("the Transferred Shares"), then in accordance
     with section 649 of the Law:

                                       1

<PAGE>

     (a)  an offer corresponding to this Offer is deemed to have been made to
          that person in respect of the Transferred Shares of which that person
          is, or is entitled to be, so registered as a holder;

     (b)  an offer corresponding to this Offer is deemed to have been made to
          you in respect of the remainder (if any) of the Computer Power Shares
          other than the Transferred Shares registered in your name on the date
          this Offer is sent, or at any time prior to the end of the Offer
          Period; and

     (c)  this original Offer is deemed to have been withdrawn.

4.2  If:

     (a)  at any time during the Offer Period and prior to acceptance of this
          Offer, Your Shares consist of two or more Distinct Portions (for
          example, if you hold Your Shares as trustee for 2 or more persons);
          and

     (b)  you give to Interim a notice which:

          (i)  if it relates to Your Shares in a CHESS Holding, is in an
               electronic form approved by the SCH Business Rules; or

          (ii) if it relates to Your Shares which are certificated or
               uncertificated but not in a CHESS Holding, is in writing,

          stating that Your Shares consist of Distinct Portions and specifying
          the number of Your Shares in each Distinct Portion for which you 
          wish to accept this Offer (which number, in respect of each 
          Distinct Portion, must comply with clause 5.1),

     this Offer will be deemed to consist of separate Offers made to you in
     relation to the respective Distinct Portions of Your Shares.

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5.   HOW TO ACCEPT
--------------------------------------------------------------------------------

5.1  Subject to clause 4, this Offer may only be accepted in respect of all (but
     not some only) of Your Shares.

5.2  You may accept this Offer in respect of Your Shares at any time during the
     Offer Period.

5.3  To accept this Offer in respect of Your Shares which are certificated or
     are uncertificated but not in a CHESS Holding, you should complete and sign
     the Acceptance Form in accordance with the instructions on it and then post
     the Acceptance Form to:

     Corporate Registry Services
     GPO Box 7045
     Sydney  NSW  1115

                                       2

<PAGE>

     or hand deliver the Acceptance Form to:

     Corporate Registry Services
     Level 3, 60 Carrington Street
     Sydney  NSW

     so that it is received before the expiry of the Offer Period.

5.4  To accept this Offer in respect of Your Shares which are uncertificated and
     which are in a CHESS Holding you must do so in accordance with the SCH
     Business Rules and, specifically:

     (a)  if you are a Broker or Non-Broker Participant, you should initiate
          acceptance of this Offer in accordance with the SCH Business Rules
          before the expiry of the Offer Period; or

     (b)  otherwise, you should instruct your Controlling Participant (this will
          normally be the stockbroker who purchased your Computer Power Shares
          for you) to initiate acceptance of this Offer in accordance with the
          SCH Business Rules before the expiry of the Offer Period.

5.5  When accepting this Offer for Your Shares which are certificated, you must
     also provide all certificates relating to Your Shares, or fulfil all the
     requirements of Interim and Computer Power if you are unable to provide the
     certificates, to enable the registration of Interim as a bona fide
     purchaser of Your Shares for value and without notice of any defect in your
     title to Your Shares.

5.6  Subject to clause 5.4, acceptance of the Offer will not be complete until
     the completed Acceptance Form has been received at the address set out in
     clause 5.3 and the requirements of clauses 5.3 and 5.5 have been complied
     with. However:

     (a)  Interim may in its sole discretion treat the receipt by it of the
          Acceptance Form without some or all of the relevant certificate(s) for
          Your Shares which are certificated or other documents as a valid
          acceptance; and

     (b)  where the requirements of clauses 5.3 and 5.5 have been complied with
          in respect of some but not all of Your Shares, Interim may in its sole
          discretion deem your acceptance of this Offer complete in respect of
          those Computer Power Shares for which the requirements have been
          complied with but not in respect of the remainder.

--------------------------------------------------------------------------------
6.       EFFECT OF ACCEPTANCE
--------------------------------------------------------------------------------

6.1  By initiating acceptance of this Offer in respect of Your Shares through
     CHESS or signing and returning an Acceptance Form to Interim in accordance
     with clause 5 above, you will be deemed to have:

                                       3

<PAGE>

     (a)  accepted this Offer irrevocably in accordance with its terms in
          respect of all Your Shares;

     (b)  subject to this Offer being declared free of the conditions set out in
          clause 7 below or such conditions being fulfilled, transferred Your
          Shares to Interim for the consideration in this Offer;

     (c)  represented and warranted to and agreed with Interim that:

           (i) on the date of registration of the transfer of Your Shares to
               Interim, Your Shares will be free from all mortgages, charges,
               liens and other encumbrances (whether legal or equitable) of any
               kind;

          (ii) on the date of registration of the transfer of Your Shares to
               Interim, Your Shares will be fully paid up;

         (iii) you have full right, power and authority to sell and transfer
               all of Your Shares to Interim in accordance with the terms and
               conditions of this Offer;

          (iv) Interim will be entitled to receive all dividends, distributions
               and other Rights accruing to Your Shares at the time of and
               following the Statement Lodgment Date;

           (v) if for any reason Interim does not receive any dividends,
               distributions or other Rights to which it is entitled under
               paragraph (iv) above, Interim will be entitled to reduce the
               amount of cash consideration to which you would otherwise be
               entitled in accordance with this Offer by the amount or value of
               such dividends, distributions or other Rights; and

          (vi) if for any reason, Interim does not receive any certificate(s)
               for Your Shares or other documents in relation to Your Shares
               (except for any of Your Shares which are held in uncertificated
               form) then you must promptly deliver to Interim the relevant
               certificate(s) and/or other documents, or acceptable evidence of
               loss or destruction and an acceptable indemnity in relation to
               those certificates and/or other documents;

     (d)  authorised Interim (by its officers, servants or agents) to complete
          on the Acceptance Form correct details of Your Shares, fill in any
          blanks remaining on the Acceptance Form and rectify any error in or
          omission from the Acceptance Form;

                                       4

<PAGE>

     (e)  if you signed the Acceptance Form in respect of Your Shares which are
          uncertificated and which are in a CHESS Holding, authorised Interim
          (or any of its officers, servants or agents) to instruct your
          Controlling Participant to initiate acceptance of the Offer in respect
          of those Computer Power Shares in accordance with the SCH Business
          Rules and take all other steps necessary under the SCH Business Rules
          to accept the Offer in respect of Your Shares;

     (f)  with effect after the contract resulting from the acceptance of this
          Offer is or becomes unconditional, irrevocably appointed Interim and
          each director of Interim from time to time, as your attorney for you
          and on your behalf to:

          (i)   requisition and/or convene (or join in requisitioning and/or
                convening) general meetings of Computer Power in accordance with
                the Constitution of Computer Power or the Law;

          (ii)  consent to any such meetings being held on short notice;

          (iii) attend and vote in respect of Your Shares at any and all general
                meetings of Computer Power;

          (iv)  request Computer Power, prior to registering the transfer of 
                Your Shares, to transmit Your Shares to such registers 
                maintained by or on behalf of Computer Power as Interim may 
                specify; and

          (v)   execute all forms, notices, instruments (including an instrument
                appointing a director of Interim as a proxy in respect of any or
                all of Your Shares and any application to Computer Power for a
                replacement certificate in respect of any certificate which has
                been lost or destroyed) and resolutions relating to Your Shares
                and generally to exercise all powers and rights which you may
                have as the holder of those shares,

          and to have agreed that in exercising the powers conferred by that
          power of attorney any such director will be entitled to act in the
          interests of Interim as the beneficial owner and intended registered
          holder of Your Shares; and

     (g)  irrevocably authorised and directed Computer Power to pay to Interim
          or to account to Interim for all dividends, distributions and other
          Rights in respect of Your Shares, subject however to any such
          dividends, distributions or other Rights received by Interim being
          accounted for by Interim to you in the event that this Offer is
          withdrawn or the contract formed by your acceptance of this Offer is
          rendered void pursuant to clause 7.

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7.   CONDITIONS OF THIS OFFER
--------------------------------------------------------------------------------

7.1  Subject to clause 7.3, this Offer and any contract that results from the
     acceptance of this Offer are each conditional upon:

                                       5

<PAGE>

     (a)  Interim being entitled at the end of the Offer Period to not less than
          90% of the Computer Power Shares on issue at that time;

     (b)  the Treasurer of the Commonwealth of Australia ("Treasurer")
          consenting unconditionally to or stating prior to the end of the Offer
          Period that he has no objection under the Commonwealth Government's
          foreign investment policy to the purchase by Interim of all Computer
          Power Shares in accordance with the Offers or the Treasurer ceases to
          be entitled to make an order under the Foreign Acquisitions and
          Takeovers Act 1975 in respect of that purchase;

     (c)  Computer Power receiving, by the end of the Offer Period, a deed
          substantially in the form of the Cancellation and Termination Deed
          contained in the Annexure in respect of every Option which is still on
          issue at the end of the Offer Period, duly executed by the holder of
          the relevant Option, and neither Computer Power nor the relevant
          Option holder terminating, waiving or varying any such executed deed;

     (d)  none of the following occurrences happening during the period
          commencing on the Statement Lodgment Date and ending on the expiry of
          the Offer Period:

          (i)    Computer Power converting all or any of its shares into a 
                 larger or smaller number of shares;

          (ii)   Computer Power or a subsidiary of Computer Power resolving to
                 reduce its share capital in any way;

          (iii)  Computer Power or a subsidiary of Computer Power:

                (A)  entering into a buy-back agreement; or

                (B)  resolving to approve the terms of a buy-back agreement 
                     under sections 257C or 257D of the Law;

          (iv)   Computer Power or a subsidiary of Computer Power making an
                 allotment (other than an allotment which occurs as a result of
                 the exercise of Options) of, or granting an option to subscribe
                 for, any of its shares (of any class), or agreeing to make such
                 an allotment or grant such an option;

          (v)    Computer Power or a subsidiary of Computer Power issuing, or
                 agreeing to issue, convertible notes;

          (vi)   Computer Power or a subsidiary of Computer Power disposing, or
                 agreeing to dispose, of the whole, or a substantial part, of 
                 its business or property;

          (vii)  Computer Power or a subsidiary of Computer Power charging, or
                 agreeing to charge, the whole, or a substantial part, of its
                 business or property;

                                       6

<PAGE>

          (viii) Computer Power or a subsidiary of Computer Power resolving that
                 it be wound up;

          (ix)   the appointment of a provisional liquidator of Computer Power 
                 or of a subsidiary of Computer Power;

          (x)    the making of an order by a court for the winding up of 
                 Computer Power or of a subsidiary of Computer Power;

          (xi)   an administrator of Computer Power, or of a subsidiary of
                 Computer Power, being appointed under section 436A, 436B or 
                 436C of the Law;

          (xii)  Computer Power or a subsidiary of Computer Power executing a
                 deed of company arrangement; or

          (xiii) the appointment of a receiver, or a receiver and manager, in
                 relation to the whole, or a substantial part, of the property 
                 of Computer Power or of a subsidiary of Computer Power; and

     (e)  during the period commencing on 2 October 1998 and ending on the
          expiry of the Offer Period no material adverse change occurs to the
          structure, business, financial or trading position or condition,
          assets or liabilities, prospects or profitability of Computer Power
          and its subsidiaries, taken as a whole.

7.2  Subject to the Law, the conditions in clause 7.1 (other than the condition
     in clause 7.1(b)) are conditions subsequent and a breach or non-fulfilment
     of any condition set out in clause 7.1 will not prevent a contract arising
     from acceptance of this Offer. Those conditions will not merge on
     completion of any contract arising from acceptance of this Offer and may
     only be relied upon by Interim. The condition in clause 7.1(b) is a
     condition precedent, and any contract arising from acceptance of this Offer
     will not become binding unless and until that condition is fulfilled.

7.3  It is a term of this Offer that Interim, subject to and in accordance with
     the Law, may declare this Offer and all other Offers made under the
     Takeover Scheme and all contracts formed by acceptance of such Offers, to
     be free from the conditions (or any one or more of them or any part of any
     of them) set out in clause 7.1. Any declaration made under this clause 7.3
     must be made by Interim not less than 7 days before the end of the Offer
     Period, and a notice in that respect must be published in accordance with
     the requirements of section 663 of the Law.

7.4  If at the time immediately after the end of the Offer Period in respect of
     any condition in clause 7.1:

     (a)  Interim has not declared this Offer and all other Offers made by
          Interim under the Takeover Scheme to be free from that condition;

     (b)  the Offers have not become free of that condition by virtue of the
          operation of subsection 664(2) of the Law; or

                                       7

<PAGE>

     (c)  that condition has not been fulfilled;

     all contracts resulting from the acceptance of Offers and all Offers that
     have been accepted and from whose acceptance binding contracts have not yet
     resulted, are void. In that event Interim will, if you have accepted this
     Offer, return any Acceptance Form and other documents forwarded by you, to
     your address as shown in the Acceptance Form.

7.5  Interim agrees to take all reasonable steps to ensure the consent or
     statement of no objection by the Treasurer referred to in clause 7.1(b) is
     given.

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8.   PAYMENT
--------------------------------------------------------------------------------

If you validly accept (or are treated by Interim pursuant to clause 5.6 as
having validly accepted) this Offer and:

(a)  all of the conditions set out in clause 7.1 have been fulfilled; or

(b)  Interim has declared the Offers constituting the Takeover Scheme to be free
     from those conditions to the extent that they have not been fulfilled,

Interim will pay the consideration payable to you by cheque in Australian
dollars sent to you at your risk by pre-paid ordinary mail (or, in the case of
overseas shareholders, by pre-paid airmail) to your address shown on the
Acceptance Form within 30 days after the Offer is accepted by you or the Offer
or the contract resulting from acceptance of the Offer becomes unconditional,
whichever is the later, but in any event not later than 21 days after the end of
the Offer Period.

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9. WITHDRAWAL OF OFFER
--------------------------------------------------------------------------------

Subject to compliance with section 653 of the Law and any conditions imposed
pursuant to that section, Interim may withdraw this Offer.

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10. VARIATION OF THE OFFER
--------------------------------------------------------------------------------

Interim may at any time, and from time to time, vary this Offer in accordance
with sections 654 to 661 of the Law.

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11.  ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

11.1 According to information provided by Computer Power, the total number of
     ordinary shares in Computer Power on issue at the date of this Offer is
     33,755,531. A further 1,871,343 ordinary shares may be issued if all of the
     Options are exercised.

                                       8

<PAGE>

11.2 Immediately before this Offer was sent, Interim was entitled to 1,840,447
     (approximately 5.45%) Computer Power Shares. Interim is not entitled to any
     Options.

11.3 All stamp duty payable on transfers of Computer Power Shares in respect of
     which Offers are accepted will be paid by Interim.

11.4 This Offer is accompanied by a copy of the Part A Statement.

11.5 The date of publication of the notice referred to in section 663(4) of the
     Law is 30 November 1998, subject to variation in accordance with section
     663(5) of the Law if the Offer Period is extended.

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12.  NOTICES
--------------------------------------------------------------------------------

12.1 Any notice, nomination or other communication to be given by Interim to you
     under this Offer will be deemed to be duly given if it is in writing and is
     signed or purports to be signed (whether in manuscript, printed or
     reproduced in any form) on behalf of Interim by any of its directors,
     secretaries or duly appointed agents and is delivered to or sent by post in
     a pre-paid envelope to your address as recorded on the register of members
     of Computer Power.

12.2 Any notice or other communication given by you to Interim in connection
     with this Offer will be deemed to be duly given if it is in writing and is
     sent by post to Interim at the following address:

             C/- Corporate Registry Services
             Level 3, 60 Carrington Street
             Sydney  NSW  1115

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13.      INTERPRETATION
--------------------------------------------------------------------------------

13.1 In this Offer:

     "ACCEPTANCE FORM" means the form of acceptance and transfer enclosed with
     this Offer;

     "ASX" means Australian Stock Exchange Limited;

     "CHESS" means the Clearing House Electronic Subregister System operated by
     SCH;

     "CHESS HOLDING" means a holding of Computer Power Shares on the CHESS
     subregister of Computer Power;

     "COMMISSION" means the Australian Securities and Investments Commission;

                                       9

<PAGE>

     "COMPUTER POWER" means Computer Power Group Limited ACN 002 956 087 of 1st
     Floor, 493 St Kilda Road, Melbourne, Victoria;

     "COMPUTER POWER SHARES" means the ordinary shares in Computer Power on
     issue at the date the Offers are sent, as well as any ordinary shares in
     Computer Power which are issued during the Offer Period on the exercise of
     Options;

     "CONTROLLING PARTICIPANT" means the Broker or Non-Broker Participant
     designated as the controlling participant for Computer Power Shares in
     accordance with the SCH Business Rules;

     "DISTINCT PORTIONS" has the meaning given to that phrase in the Law in
     respect of Computer Power Shares;

     "INTERIM" means Interim Services Australia Pty Limited ACN 084 748 827 of
     Level 26, 50 Bridge Street, Sydney, New South Wales;

     "LAW" means the Corporations Law;

     "OFFER" means the offer contained in this document (or if the context so
     requires, this document itself) and "Offers" means all like offers sent to
     holders of Computer Power Shares (or persons entitled to receive such
     Offers);

     "OFFER PERIOD" means the period, referred to in clause 3, during which this
     Offer remains open for acceptance;

     "OPTIONS" means the options to subscribe for unissued shares in Computer
     Power which are described in section 8 of the Part A Statement;

     "PART A STATEMENT" means the Part A Statement registered in relation to the
     Takeover Scheme (a copy of which accompanies this Offer);

     "RIGHTS" means all accretions and rights accrued or accruing directly or
     indirectly to the Computer Power Shares at the time of and following the
     Statement Lodgment Date including, without limitation, all rights to
     receive dividends and to receive, convert to or subscribe for Computer
     Power Shares (whether under a dividend reinvestment plan, option or
     otherwise), notes, options or other marketable securities, whether declared
     paid or issued by Computer Power or otherwise;

     "SCH" means the Securities Clearing House approved under the Law;

     "SCH BUSINESS RULES" means the business rules of SCH from time to time;

     "STATEMENT LODGMENT DATE" means the date upon which the Part A Statement is
     lodged for registration with the Commission;

     "TAKEOVER SCHEME" means the takeover scheme constituted by the Offers for
     Computer Power Shares;

                                       10

<PAGE>

     "YOUR SHARES" means, subject to clause 4, the fully paid Computer Power
     Shares in respect of which you are registered or entitled to be registered
     as holder in the register of members of Computer Power; and

     unless the context otherwise requires, other words and phrases used in this
     Offer have the same meaning as attributed to them by the Law or the SCH
     Business Rules, as the case may be.

13.2 Headings are for ease of reference only and do not affect the
     interpretation of this Offer.

13.3 References to clauses are references to clauses in this Offer.

13.4 The singular includes the plural and the plural includes the singular. A
     reference to a person includes a reference to a corporation.

13.5 Unless otherwise indicated, a reference to "dollars" or "$" means the
     lawful currency of the Commonwealth of Australia.

13.6 References to any law are references to that law as amended, consolidated,
     supplemented or replaced from time to time.

13.7 References to time are references to Sydney time.


DATED:  8 November 1998


SIGNED for and on behalf of                       )
INTERIM SERVICES AUSTRALIA PTY                    )
LIMITED                                           )
by its duly authorised representative             )
                                                  )

                                         /s/ GEOFFREY  E. MCINTYRE
                                  ------------------------------------------
                                  Signature of Geoffrey E McIntyre, Director



                                       11

<PAGE>

                                    ANNEXURE

                    FORM OF CANCELLATION AND TERMINATION DEED

                                 (clause 7.1(c))












                                       12

<PAGE>

                        CANCELLATION AND TERMINATION DEED



                           DATE:








                           COMPUTER POWER GROUP LIMITED

                           ("Computer Power")




                           [           ]

                  ("Optionholder")




                                       13

<PAGE>

DEED made at                            on                         1998

BETWEEN   COMPUTER POWER GROUP LIMITED, ACN 003 956 087 of 493 St Kilda Road,
          Melbourne, Victoria ("COMPUTER POWER")

AND  [                  ], [                  ] ("OPTIONHOLDER")

RECITALS

A.   The Optionholder holds the Options.  

B.   The parties have agreed to cancel and terminate the Options on the terms
     and conditions set out in this Deed.

THIS DEED PROVIDES

1.   DEFINITIONS

     In this Deed:

     
     "BIDDER" means [            ].

     "EFFECTIVE DATE" means the date on which Bidder gives notice to dissenting
     holders of the compulsory acquisition of Shares pursuant to section 701(2)
     of the Corporations Law to acquire any Shares held by them following the
     close of the offer period under the Takeover Scheme.

     "ENCUMBRANCE" includes any mortgage, charge, encumbrance or security
     interest.

     "EXERCISE PRICE" means, in respect of an Option, the exercise price set out
     beside that Option in the Schedule.

     "OFFER PRICE" means the highest cash sum paid by the Bidder to acquire
     Shares under the Takeover Scheme.

     "OPTIONS" means the Options for Optionholder to subscribe for one Share for
     each such Option described in the Schedule.

     "SHARES" means ordinary shares in Computer Power.

     "TAKEOVER SCHEME" means the takeover scheme by Bidder in respect of the
     Shares made pursuant to Part 6.3 of the Corporations Law in accordance with
     the Bidder's Part A Statement dated [         ] 1998 which was served on
     Computer Power on [               ] 1998.

2.   CANCELLATION AND TERMINATION OF OPTIONS


     Subject to clause 6, on and from the Effective Date:



<PAGE>

     (a)  the Options are irrevocably and unconditionally cancelled and
          terminated; and

     (b)  the Optionholder irrevocably and unconditionally waives and
          releases all rights it may have to the Options, including,
          without limitation all rights to subscribe for Shares pursuant to
          the exercise of any one or more of the Options.

3.   PAYMENT

     Subject to clause 6, Computer Power shall pay to the Optionholder within 7
     days of the Effective Date an amount equal to the sum of the difference
     between the Offer Price and the Exercise Price in respect of each Option
     held by the Optionholder on the Effective Date.  

4.   NO EXERCISE OF OPTIONS

     The parties agree that the Optionholder shall not be entitled to exercise
     the Options or purport to transfer the Options or to create any Encumbrance
     over the Options prior to the earlier of the date this Deed is terminated
     under clause 6.

5.   WARRANTIES

     The Optionholder warrants and represents to Computer Power both on the date
     of this Deed and immediately prior to the Effective Date that:
     
     (a)  the Optionholder is the legal and beneficial owner of the Options; and

     (b)  the Options are not subject to any Encumbrance.

6.   TERMINATION

     The parties agree that if:

     (a)  the Effective Date has not occurred on or before 31 December 1998 or
          such later date as the parties agree; or

     (b)  i)   a third party makes a public announcement of its intention to
               make a takeover bid in respect of the Shares at a price higher
               than the Offer Price at a time when the Takeover Scheme is
               subject to one or more defeating conditions (other than a
               defeating condition that no "prescribed occurrences" (as defined
               in section 603 of the Corporations Law) occurs to Computer Power
               prior to the close of the offer period in respect of the Takeover
               Scheme); and 

          (ii) the Directors of Computer Power recommend that bid in the absence
               of a higher offer, then on and from that time this Deed shall be
               terminated and of no further force or effect.


<PAGE>

7.   STAMP DUTY

     Computer Power agrees to pay any stamp duty payable upon this Deed.

8.   GOVERNING LAW

     This Deed shall be governed by and construed in accordance with the laws of
     the State of Victoria and the parties agree to submit to the jurisdiction
     to the Courts of that State.

9.   COUNTERPARTS

     This Deed may be executed in any number of counterparts all of which taken
     together will be deemed to constitute one and the same Deed.

                    
                             SCHEDULE 

                             OPTIONS


          NUMBER                 ISSUE DATE             EXERCISE PRICE







EXECUTED as a deed.

THE COMMON SEAL of                         )
COMPUTER  POWER  GROUP                     )
LIMITED was affixed by the authority of    )
the Board of Directors in the presence of: )



<TABLE>

<S>                                             <C>

-------------------------------------           ---------------------------
(Signature of Secretary/Director)               (Signature of Director)

-------------------------------------           ---------------------------
(Name of Secretary/Director in Full)            (Name of Director in Full)





SIGNED SEALED AND DELIVERED                )
By                                         )    ---------------------------
[              ] in the presence of:       )    (Signature)
</TABLE>


<PAGE>

                              (Signature of Witness)
-----------------------------

-----------------------------
(Name of Witness in Full)