<PAGE>   1

                              EXHIBIT NUMBER 10.19
<PAGE>   2
                             DATED 16 JANUARY, 1998



                             MFL MUTUAL FUND LIMITED

                                   the Lessor


                                     - and -

                             PACIFIC LITHIUM LIMITED

                                   the Lessee







                                  DEED OF LEASE

                                 - relating to -

            CORNER WIRI STATION ROAD AND MANNER PLACE, WIRI, AUCKLAND


                                                               {BELL/GULLY LOGO}
<PAGE>   3
                                    CONTENTS


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

2. GRANT OF TENURE .....................................................       2

3. MAIN TERMS ..........................................................       2

4. RENTAL ..............................................................       3

5. EXPENSES ............................................................       5

6. INSURANCE AND INDEMNITY .............................................       7

7. MAINTENANCE .........................................................       9

8. USE .................................................................      10

9. ALTERATIONS, ADDITIONS AND SIGNS ....................................      12

10. ASSIGNMENT AND SUB-LETTING .........................................      13

11. LESSORS RIGHTS OF ENTRY ............................................      14

12. INTEREST ON ARREARS OF RENT ........................................      15

13. COSTS ..............................................................      15

14. RISKS OF OCCUPANCY .................................................      16

15. QUIET ENJOYMENT ....................................................      16

16. DAMAGE OR DESTRUCTION ..............................................      16

17. GENERAL RULES ......................................................      17

18. DEFAULT ............................................................      18

19. LAND TRANSFER TITLE ................................................      18

20. RENEWAL ............................................................      18

21. GUARANTEE ..........................................................      18
</TABLE>
<PAGE>   4
THIS DEED is made on 16 January 1998

BETWEEN:

(1)   MFL MUTUAL FUND LIMITED at Auckland (the "Lessor"); and

(2)   PACIFIC LITHIUM LIMITED at Auckland (the "Lessee").


IT IS AGREED:


1.       INTERPRETATION

         DEFINITIONS:

         In this Deed, unless the context otherwise requires:

         (a)      The "BUILDING" means the Lessor's building or buildings which
                  are comprised in the Premises.

         (b)      The definitions adopted in clause 3 of this Deed shall apply
                  throughout this Deed.

         CONSTRUCTION OF CERTAIN REFERENCES:

         In this Deed unless the context otherwise requires:

         (c)      "AGENTS" includes servants, employees, contractors and
                  invitees;

         (d)      "LESSEE" includes the Lessee's executors, administrators,
                  successors and permitted assigns as the case may be;

         (e)      "LESSOR" includes the Lessor's executors, administrators,
                  successors and assigns as the case may be;

         (f)      The "PREMISES" include all Lessor's fittings, fixtures,
                  furnishings, plant, machinery, equipment, services, utilities,
                  water, gas, electrical, sanitary and drainage installations,
                  fire prevention or detection systems, sprinkler systems and
                  outlets, heating and airconditioning systems, light fittings,
                  emergency lighting, floor coverings, partitioning, doors,
                  windows and other amenities of the Premises;

         (g)      Paragraph headings are deemed not to form part of this Lease
                  and shall not be used to interpret this Lease;

         (h)      The covenants and powers implied in leases by virtue of the
                  Land Transfer Act 1952 and its amendments and the Property Law
                  Act 1952 and its amendments do not apply to this Lease to the
                  extent that they are inconsistent with this Lease;

----------------------------------
  LEASE STAMPED WITH DUTY OF:

      $583.20 on 2/2/98
 -------------------------------
      $       on  /  /
 -------------------------------
 Date:          Initial: ??
 -------------------------------
FOR BRANCH MANAGER INLAND REVENUE
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<PAGE>   5
         (i)      Where more than one Lessee is named the expression the
                  "LESSEE" includes all those named and their respective
                  executors, administrators and successors, as the case may be
                  and each of them shall be jointly and severally liable for all
                  obligations of the Lessee under this Lease;

         (j)      Where appropriate, words importing the singular number include
                  the plural number and words importing the plural number
                  include the singular number and words importing the masculine
                  gender include females and bodies corporate and the words
                  "PERSON" or "PERSONS" include bodies corporate;

         (k)      Where more than one Guarantor is named the expression the
                  "GUARANTOR" includes all those named and their respective
                  executors, administrators and successors, as the case may be,
                  and each shall be jointly and severally liable for all
                  obligations of the Guarantor under this Lease.



2.       GRANT OF TENURE

The Lessor hereby leases the Premises to the Lessee and the Lessee accepts the
lease of the Premises, for the Term, from the Commencement Date, at the Annual
Rent and on the terms hereinafter set out.



3.       MAIN TERMS

<TABLE>
<S>      <C>                                 <C>
(a)      PREMISES:                           All the Lessor's land and buildings
                                             at the corner of Wiri Station Road
                                             and Mana Street, Wiri, Auckland as
                                             the same is comprised in
                                             certificate of title 39A/965 (North
                                             Auckland Land Registry)

(b)      TERM:                               Six (6) years from the Commencement
                                             Date.

(c)      COMMENCEMENT DATE:                  21 February 1998

(d)      TERMINATION DATE:                   20 February 2004

(e)      ANNUAL RENT:                        $129,591.00 per annum, plus GST
                                             (subject to review as provided in
                                             this Lease). (Refer clause 4)

(f)      INITIAL MONTHLY RENT PAYMENTS:      $10,799.25, plus GST.

(g)      MONTHLY RENT PAYMENT DATES:         1st day of each and every month

(h)      RENT REVIEW DATES:                  Every second anniversary of the
                                             Commencement Date
</TABLE>

                                                                               2

<PAGE>   6
<TABLE>
<S>      <C>                                 <C>
(i)      PERMITTED AND REQUIRED USE:         General Office and warehousing and
                                             the operation of a chemical
                                             research, development, processing
                                             and production facility and
                                             otherwise as permitted under the
                                             relevant District Plan. (Refer
                                             clause 8)

(j)      REDECORATION DATES:                 Within six (6) months before the
                                             Termination Date. (Refer clause
                                             7(a)(viii))

(k)      DEFAULT INTEREST RATE:              3% per annum above the commercial
                                             overdraft rate charged by the
                                             Lessor's bankers. (Refer clause 12)

(l)      AMOUNT OF PUBLIC RISK INSURANCE:    $10,000,000.00

(m)      IMPROVEMENTS RENT PERCENTAGE:       12.5%

(n)      RIGHT OF RENEWAL:                   Nil
</TABLE>



4.       RENTAL

(a)      The Lessee shall pay to the Lessor the Annual Rent by monthly payments
         in advance to the Lessor at Auckland and if so required shall do so by
         means of an automatic payment order on the Lessee's bank.

(b)      If the Commencement Date is not the first day of a calendar month and
         if the Lessor so requires, the Lessee shall pay to the Lessor
         additional advance rental equivalent to the Annual Rent calculated on a
         daily basis from the Commencement Date up to the first day of the
         calendar month next succeeding the Commencement Date and thereafter
         shall pay the monthly rental payments in advance on the first day of
         each calendar month.

(c)      The Annual Rent may be reviewed by the Lessor upon each of the Rent
         Review Dates and upon each such review the Annual Rent payable for the
         next succeeding rental period of the Term shall be the current market
         rent of the Premises as determined pursuant to clause 4(d) hereof.

(d)      (i)      Not earlier than ninety (90) days before the relevant Rent
                  Review Date or at any time thereafter the Lessor may by notice
                  in writing to the Lessee ("the Lessor's Notice") specify the
                  rent which the Lessor considers to be the current market rent
                  of the Premises as at the relevant Rent Review Date.

         (ii)     The Lessee may object by notice in writing to the Lessor ("the
                  Lessee's Notice") within twenty-eight (28) days after receipt
                  of the Lessor's Notice (time being of the essence). The
                  Lessee's Notice shall state the rent which the Lessee proposes
                  as the current market rent of the Premises and shall not be
                  valid unless it has attached a certificate by a registered
                  valuer which supports the Lessee's proposed current market
                  rent.


                                                                               3


<PAGE>   7
         (iii)    If the parties do not agree as to the current market rent
                  within fourteen (14) days of the date of delivery to the
                  Lessor of the Lessee's Notice then the current market rent
                  shall be determined in the manner provided in sub-paragraph
                  (v) hereof.

         (iv)     If the Lessee does not give a notice of objection conforming
                  with the requirements specified in sub-clause (ii) hereof then
                  the current market rent specified in the Lessor's Notice shall
                  be deemed to have been accepted by the Lessee and shall be the
                  Annual Rent payable by the Lessee from the relevant Rent
                  Review Date.

         (v)      (aa)     If the current market rent is not agreed or not
                           deemed to have been accepted by the Lessee as above
                           then the Lessor and the Lessee shall each within
                           twenty-one days of the date of delivery to the Lessor
                           of the Lessee's Notice (the expiration of such period
                           being hereinafter called "the Date of Appointment"),
                           appoint a valuer (being a member of the New Zealand
                           Institute of Valuers) to jointly determine the
                           current market rent of the Premises and shall notify
                           each other of such appointment. Time for appointment
                           of valuers shall be of the essence.

                  (bb)     If either the Lessor or the Lessee fails to appoint a
                           valuer as aforesaid the determination of such rent
                           shall be made solely by the valuer appointed by the
                           other of them.

                  (cc)     Except where sub-paragraph (bb) applies, before
                           proceeding with their determination the said valuers
                           shall be required, within fourteen (14) days of the
                           Date of Appointment, to appoint an umpire and obtain
                           the umpire's acceptance in writing of his appointment
                           and if they either fail to do so or are unable to
                           agree upon an umpire then either the Lessor or the
                           Lessee may request the President for the time being
                           of the said Institute to appoint an umpire and obtain
                           the umpire's acceptance in writing of his
                           appointment.

                  (dd)     The valuers so appointed shall be required to jointly
                           determine the current market rent as at the relevant
                           Rent Review Date within one month of the Date of
                           Appointment.

                  (ee)     If the said valuers are unable to agree upon a
                           determination within one (1) month of the Date of
                           Appointment or within such extended time as the
                           parties may agree then the current market rent shall
                           be determined by the umpire.

                  (ff)     All costs of the determination by the valuers or the
                           umpire of the reviewed Annual Rent shall be borne
                           equally by the Lessor and the Lessee unless the
                           current market rent as finally determined under this
                           clause is either equal to or greater than the rent
                           specified in the Lessor's Notice (in which event all
                           such costs shall be borne by the Lessee) or equal to
                           or less than the rent specified in the Lessee's
                           Notice (in which event all such costs shall be borne
                           by the Lessor).


                                                                               4

<PAGE>   8

         (vi)       (aa)      Notwithstanding the foregoing provisions of this
                              clause the Annual Rent payable by the Lessee
                              following the relevant Rent Review Date shall not
                              in any circumstances be less than the Annual Rent
                              payable immediately prior to that date.

                    (bb)      Any variation in the Annual Rent resulting from
                              such determination shall take effect on and from
                              the relevant Rent Review Date.

         (vii)      Upon determination of the rent following review as aforesaid
                    the Lessor and the Lessee shall enter into a formal deed of
                    variation of lease to record the revised rent. Such deed
                    shall be prepared and completed by the solicitors for the
                    Lessor and the Lessee shall pay the Lessor's reasonable
                    legal costs and all stamp duty in respect of such deed of
                    variation of lease.

         (viii)     Pending determination of the current market rent as
                    aforesaid the Lessee shall pay the Annual Rent from the
                    relevant Rent Review Date at the rate specified in the
                    Lessor's Notice subject always to adjustment between the
                    parties once the current market rent is determined as
                    aforesaid.

         (ix)       Failure by the Lessor to give the Lessor's Notice prior to
                    the relevant Rent Review Date shall not deprive the Lessor
                    of its right to review the rent as at the relevant Rent
                    Review Date. If the Lessor gives the Lessor's Notice after
                    the relevant Rent Review Date then such notice shall be of
                    the same force and effect as if it were given prior to the
                    relevant Rent Review Date and the reviewed rent when
                    determined shall date back to and be payable from the
                    relevant Rent Review Date.

         (x)        If any moratorium or other law, act or regulation that
                    applies to this Lease has the effect of postponing any
                    review of rent as at a Rent Review Date then if and whenever
                    such moratorium is lifted or the law act or regulation is
                    repealed or amended so as to permit the Annual Rent to be
                    reviewed then the review that has been postponed shall take
                    place as at the date that such moratorium is lifted or such
                    law, act or regulation is repealed or amended to the intent
                    that the rent review shall establish the current market rent
                    of the Premises as at that date and the Lessee shall pay
                    Annual Rent at the reviewed rate from that date. No
                    postponement of any rent reviews shall have the effect of
                    postponing any subsequent Rent Review Date.



5.       EXPENSES

(a)      Upon demand by the Lessor or by the person to whom payment is due the
         Lessee shall pay such of the following expenses as are charged, levied
         or assessed against the Lessor or the Lessee in respect of the
         Premises:

         (i)        Rates, charges, assessments, duties, impositions and fees of
                    any local or government authority in relation to the
                    Building or the Lessor's interest in the land on which the
                    building is constructed, or on the Lessor

                                                                               5
<PAGE>   9
                    (including land tax) to the extent that such tax is
                    increased by reason of the Lessor's interest in the said
                    land or the Building as the case may be.

         (ii)       Insurance premiums, valuation fees and other moneys payable
                    by the Lessor to insure the Building and Lessor's fixtures
                    and fittings therein to full insurable reinstatement value
                    against damage by fire, flood, lightning, storm, tempest,
                    damage by aircraft and other accident and to insure against
                    loss of rent, breakage or damage to plate glass, public
                    liability and such other insurable risks as the Lessor may
                    deem necessary or desirable in relation to the Building.

         (iii)      Charges for water, gas, electricity, fuel, telephones,
                    sewerage, garbage removal, and other services supplied to
                    the Building.

         (iv)       Costs of cleaning, repairs, painting, maintenance,
                    renovations and replacements of and to the Building and its
                    appurtenances (including signs, carparks and other
                    amenities) and the Lessor's fittings and fixtures therein.

         (v)        Operating and repair and maintenance costs of all Building
                    plant and equipment including air-conditioning system,
                    lighting, lifts, escalators, fire detection, fire alarm,
                    fire prevention and fire fighting equipment, including the
                    cost of all service contracts and/or New Zealand Fire
                    Services charges in respect of the same.

         (vi)       Costs of any caretaking and security services to the
                    Building and its appurtenances (including car parks and
                    adjacent amenity areas).

         (vii)      Rubbish collection charges.

         (viii)     The costs incurred and payable by the Lessor in supplying to
                    the territorial authority, a building warrant of fitness and
                    obtaining reports as required by Section 45 of the Building
                    Act 1991.

         (ix)       All reasonable costs associated with the effective operation
                    management and administration of the Building.

         (x)        Such other costs and expenses including professional fees
                    appropriately and reasonably incurred by the Lessor relating
                    directly to its ownership management and maintenance of the
                    Building and its appurtenances including carparks surrounds
                    and services.

(b)      In the event that any such expenses are not charged levied or assessed
         solely in respect of the Premises, the Lessee will pay a fair
         proportion of the same as assessed by the Lessor.

(c)      In the event that any such expenses are not charged levied or assessed
         in respect of a period coincident with a like period of the Term such
         expenses shall be apportioned and the Lessee shall pay its share
         thereof to the Lessor.

(d)      (i)        The Lessee shall pay to the Lessor an amount equivalent
                    to all goods and services tax ("GST") payable by the Lessor
                    where GST is payable by reason of either the Lessor or the
                    Lessee performing their respective obligations or exercising
                    their respective rights, powers or remedies under this
                    Lease, including payment of rental and any other payments

                                                                               6
<PAGE>   10
                    payable by the Lessee under this Lease or where there is
                    otherwise any supply of goods or services to the Lessee in
                    relation to this Lease or the Lessee's occupation or use of
                    the Premises.

         (ii)       The Lessee shall, when making payment for the supply charged
                    with GST, pay the GST to the Lessor where payment for the
                    supply is to be made to the Lessor and in other cases shall
                    pay the GST to the person to whom payment for such supply is
                    to be made.

         (iii)      For the purposes of this clause "supply" shall bear the
                    meaning ascribed to that word in the Goods and Services Tax
                    Act 1985.



6.       INSURANCE AND INDEMNITY

(a)      The Lessor will insure and keep insured to the full reinstatement value
         thereof the Building and any other improvements on the Land against
         destruction or damage by fire, earthquake and such other risks as the
         Lessor may deem necessary or desirable and the Lessor may also insure
         against consequential loss, public liability and loss of rents and
         outgoings for such period of indemnity and on such terms as the Lessor
         shall choose and will pay the premiums and other costs payable in
         respect thereof provided that the premiums and other costs of any such
         insurance cover, shall nevertheless form part of the expenses to be
         paid by the Lessee to the Lessor pursuant to this Lease.

(b)      The Lessee shall keep current at all times during the Term:

         (i)        A policy of public risk insurance applicable to the Premises
                    and the business carried on therein for an amount not less
                    than the amount stated in clause 3 hereof (being the amount
                    which may be paid out arising out of any one single accident
                    or event) or such higher amount as the Lessor may from time
                    to time require;

         (ii)       An insurance policy in the joint names of the Lessor and the
                    Lessee for the full insurable value on a reinstatement basis
                    against all insurable risks all glass (including plate glass
                    but excluding any glass located in exterior windows) in the
                    Premises; and

         (iii)      An insurance policy in the name of the Lessee for the full
                    insurable value on a reinstatement basis against all
                    insurable risks covering all additions to the Premises
                    carried out by the Lessee and all the Lessee's fixtures and
                    fittings.

         Such insurance policies shall be effected with an insurance company
         approved by the Lessor and the Lessee shall as and when so requested by
         the Lessor provide the Lessor with copies of such policies and evidence
         of currency of such policies.

(c)      The Lessee shall ensure that neither the Lessee nor its agents shall do
         or permit to be done anything upon the Premises whereby any insurance
         effected by the Lessor or by the Lessee may be rendered void or
         voidable or (except with the Lessor's prior written approval) whereby
         the premium payable on any such insurance shall be liable to increase
         AND the Lessee shall as and when required

                                                                               7
<PAGE>   11
         by the Lessor pay all extra premiums payable by the Lessor on account
         of extra risk caused by the use to which the Premises are put by the
         Lessee.

(d)      The Lessee shall at all times and in all respects comply with the
         requirements of all competent Authorities including but not by way of
         limitation the Insurance Council of New Zealand Incorporated and the
         New Zealand Fire Service and with the requirements of any relevant
         statute, regulation, by-law or other notice issued by any similar
         authority relating to fires PROVIDED THAT nothing in this clause shall
         require the Lessee to carry out any structural alterations or additions
         to the Premises unless the same are required by reason of the Lessee's
         particular use of the Premises or the number or sex of the persons
         located by the Lessee in the Premises.

(e)      The Lessee shall occupy and use the Premises at the Lessee's risk and
         release to the full extent permitted by law the Lessor and its agents
         from all claims and demands of any kind and from all liability which
         may arise in respect of any accident damage or injury occurring to any
         person or property in or about the Premises or the Building, except as
         provided in sub-clause (g) of this clause.

(f)      The Lessee shall indemnify and hold harmless the Lessor (to the extent
         that the Lessor is not insured and such insurance is not vitiated by
         any act, neglect or omission of the Lessee or any Agent of the Lessee)
         from and against all actions, claims, demands, losses, damages, costs
         and expenses for which the Lessor shall or may be or become liable in
         respect of and arising from:

         (i)        Negligent use waste or abuse by the Lessee or the Lessee's
                    agents of any water gas electricity, oil, lighting or other
                    services and facilities in the Premises or the Building;

         (ii)       Overflow or leakage of water in, into or from the Premises
                    caused or contribution to by any act or omission on the part
                    of the Lessee or the Lessee's agents;

         (iii)      Loss damage or injury from any cause whatsoever to property
                    or persons caused or contributed to by the use of the
                    Premises by the Lessee or the Lessee's agents or by the
                    condition of the Premises or any part of the Premises; and

         (iv)       Loss damage or injury from any cause whatsoever to property
                    or persons within or without the Premises and/or the
                    Building occasioned or contributed to by any act omission
                    neglect breach or default on the part of the Lessee or the
                    Lessee's agents.

(g)      Subject as herein provided if any merchandise property or effects which
         may be in the Premises during the Term shall be injured or destroyed by
         fire water or otherwise howsoever no part of the loss or damage shall
         be borne by or recoverable from the Lessor save in the case of the
         negligence of, or breach of statutory duty by, the Lessor or its
         agents, whether the same shall occur by reason of any fault in the
         construction of the Building, or in any fittings or apparatus in the
         Building or by reason of the state of repair thereof or howsoever
         otherwise the same may be caused or arise.

(h)      The Lessee shall be responsible for the payment of any excess provided
         for in any insurance policy as a term thereof for the payment of any
         sum insured or part thereof.

                                                                               8
<PAGE>   12
7.       MAINTENANCE

(a)      The Lessee shall:

         (i)        subject to the Lessor's obligation in subclause (b) of this
                    clause keep and maintain and at the end or sooner
                    determination of the Term shall yield up the interior and
                    exterior of the Premises and any Lessor's chattels in the
                    Premises in the same good order repair and condition as the
                    Premises and any such chattels were in at the commencement
                    of the Term excepting fair wear and tear arising from
                    reasonable use, damage by fire, earthquake, flood, storm,
                    act of God and inevitable accident unless in any such event
                    insurance moneys are rendered irrecoverable in consequence
                    of any act or default of the Lessee or the Lessee's agents;

         (ii)       keep clean the Premises, the internal and external surfaces
                    of all windows and glazing in or bounding the Premises, the
                    internal surfaces of the walls ceiling and floor of the
                    Premises and all drains, sinks, pipes, lavatories
                    exclusively serving the Premises;

         (iii)      substantially maintain and repair and at the expiration of
                    the Term, yield up in good substantial and tenantable
                    repair, the entrances, driveways, grounds, yards and parking
                    areas (if any) forming part of the Premises and the
                    exception of fair wear and tear shall not apply to the
                    foregoing obligation. The Lessee shall, as and when required
                    by the Lessor during the Term (or any renewal), replace
                    and/or repair by resurfacing or resealing the entranceways,
                    yards and parking areas, or such parts of them, as may
                    require replacement or repair;

         (iv)       at the end or sooner determination of the Term or at any
                    time when the Lessor shall decide that it is warranted,
                    supply and replace carpet to all carpeted areas of a quality
                    no less than the original carpet and of a colour and style
                    selected by the Lessor;

          (v)       supply and install suitable replacements for all damaged
                    defective or missing windows and light fittings light bulbs
                    and tubes in the Premises;

         (vi)       not leave rubbish bins outside the Premises, except at the
                    times for collection of rubbish, and shall regularly cause
                    all rubbish to be removed from the Premises;

         (vii)      give to the Lessor prompt notice in writing of any accident
                    to or defect in the Premises whether or not the Lessee may
                    be responsible to make good the same pursuant to this Lease;

         (viii)     as and when reasonably required by the Lessor repaint and
                    re-decorate in a proper and tradesmanlike manner the
                    interior of the Premises to a specification to be approved
                    by the Lessor and shall in any event shall do so on the
                    Redecoration Dates. Should the Lessee fail to redecorate the
                    Premises as herein required the Lessor may undertake
                    redecoration

                                                                               9
<PAGE>   13
                    at the Lessee's expense and the Lessee shall pay on demand
                    all amounts so expended to the Lessor;

         (ix)       upon demand pay to the Lessor the entire cost of making good
                    to the complete satisfaction of the Lessor any damage to any
                    part of the Building, or to the Premises or any part thereof
                    caused by the Lessee and the Lessee's agents and the entire
                    cost of the replacement of all glass broken by the Lessee
                    and the Lessee's agents; and

         (x)        follow, observe and comply with the requirements of any
                    compliance schedule issued under the Building Act 1991, in
                    respect of the Premises, Building or plant, equipment and
                    services therein.

(b)      The Lessor shall, within a reasonable time after any want of repair to
         the roof or exterior of the Building is brought to the attention of the
         Lessor by notice in writing, effect such repairs as are necessary to
         make good such want of repair PROVIDED that if any goods merchandise or
         property of any kind in the Premises shall be damaged or destroyed by
         inflow or leakage of water in any manner howsoever the Lessor shall be
         under no liability in respect thereof and no part of the loss shall be
         borne by the Lessor unless the same was solely and directly caused by a
         want of repair to the roof or exterior of the Building and the Lessor
         shall have received previous notice in writing from the Lessee of the
         want of repair which shall have caused such damage and shall have
         failed to remedy such want of repair within a reasonable time after
         having received such notice from the Lessee but the Lessor shall not be
         under any obligation to effect any repairs pursuant to the provisions
         of this clause or incur any liability hereunder where want of repair
         results from any negligent or wilful act, omission or default of the
         Lessee or its agents PROVIDED FURTHER that all expenses incurred by the
         Lessor under this provision shall form part of the Building Expenses.



8.       USE

(a)      The Lessee shall use the Premises for the Permitted and Required Use
         and for no other purpose without the consent in writing of the Lessor
         on each occasion first had and obtained. Where the Lessor does, in its
         discretion, consent to a change in use, then the Lessor may require as
         a precondition of its consent, that the Lessee indemnify the Lessor in
         writing (in a form satisfactory to the Lessor, having regard to the
         substance and solvency of the Lessee and the likely or anticipated
         costs of compliance), from and against all costs, claims or liabilities
         the Lessor may suffer or incur as a result of or arising from the
         Lessor being required or obliged, as a consequence of the change in
         use, to carry out alterations or additions to the Building or the
         Premises, or any of the plant, equipment or services therein pursuant
         to the Building Act 1991 or the building code appearing in the Building
         Regulations.

(b)      The Lessee shall not carry on the Permitted and Required Use in a way
         which is noxious noisome or offensive to any person.

(c)      The Lessee shall not bring upon the Premises anything of such weight as
         may damage the Building or any part thereof.

                                                                              10
<PAGE>   14
(d)      The Lessee shall not allow on the Premises any birds or animals without
         the Lessor's prior written consent.

(e)      The Lessee shall comply in all respects with all Acts, By-laws,
         Regulations and other laws in force in New Zealand and with all
         requisitions made thereunder so far as they relate to the Premises and
         the Lessee's use of the Premises PROVIDED THAT the Lessee shall not be
         liable to effect any structural work to the Premises which may be
         required pursuant to any such Act, Regulation or By-law unless
         occasioned by the Lessee's use of the Premises or the number or sex of
         persons located by the Lessee in the Premises.

(f)      If, as a result of any requisition or requirement lawfully made under
         any Act, Regulation or By-law the Lessor is obliged to expend moneys on
         any improvement, addition, alteration or renewal of the Premises or any
         part of the Premises the Lessee shall throughout the Term, in addition
         to the Annual Rent payable under this Lease, pay to the Lessor an
         annual sum calculated by applying to the Lessor's expenditure the
         Improvements Rent Percentage and the calendar monthly payments of
         rental hereinbefore mentioned shall increase accordingly as from the
         day of the month in which such improvement addition alteration or
         renewal is completed PROVIDED THAT if the cost to the Lessor of
         compliance with any such requisition or requirement is such that it
         would be uneconomic or otherwise unreasonable for the Lessor to be
         bound to incur such cost and if the Lessor intends to demolish the
         Building or the Premises then the Lessor may determine this Lease by
         giving to the Lessee three month's notice in writing.

(g)      Except during such periods as the Premises shall be in active use, the
         Lessee shall keep all exterior doors and windows of the Premises
         locked.

(h)      The Lessee shall not interfere with or overload or use in an unlawful
         or imprudent manner the electrical installations and wiring of the
         Premises.

(i)      The Lessee shall at all times comply with the fire safely directions of
         the Lessor in respect of the Building. If the fire alarm system in the
         Building is activated other than as a result of fire because of any act
         or omission of the Lessee or its agents then the Lessee shall pay to
         the Lessor any costs and expenses incurred by or levied upon the Lessor
         in consequence of such activation.

(j)      The Lessee shall not, without the prior approval in writing of the
         Lessor, place on the exterior of the Premises any radio or television
         aerial or any loudspeakers, display screens or similar devices and
         shall not without such approval use or permit to be used any radio,
         gramophone, television or similar device likely to be heard or seen
         from outside the Premises PROVIDED HOWEVER that any approval so given
         may at any time be withdrawn.

(k)      The Lessee acknowledges that no representation or undertaking has been
         given by or on behalf of the Lessor in respect to the suitability of
         the Premises or the Building for the Permitted and Required Use or as
         to the fittings, finish, facilities or amenities of the Premises or the
         Building.

                                                                              11
<PAGE>   15
9.       ALTERATIONS, ADDITIONS AND SIGNS

(a)      The Lessee shall not remove any fittings or fixtures or plant (other
         than the Lessee's fittings, fixtures and plant) from the Premises and
         shall not cut or damage the Premises or any part of the Premises, and
         shall not make any additions or alterations to the Premises without the
         prior written consent of the Lessor.

(b)      The Lessee shall not erect affix or paint on the exterior of the
         Building any sign or advertising without the written consent of the
         Lessor. At the end or sooner determination of the Term the Lessee shall
         remove all signs and make good all damage caused thereby and repaint to
         the satisfaction of the Lessor.

(c)      The Lessee shall make no alteration of or addition to the Premises or
         any part of the Premises or to the Lessor's fixtures and fittings
         contained in the Premises without in each case first obtaining the
         written consent of the Lessor thereto for which purpose the Lessor may
         require the Lessee to submit plans and specifications of the proposed
         work and have the same carried out pursuant to the supervision or
         directions of a registered architect. The consent of the Lessor shall
         not be arbitrarily or unreasonably withheld to internal subdivision
         work if the Lessee's proposed work complies with standards which the
         Lessor may from time to time set as to the type quality material colour
         and size for internal partitions to be used in the Building and if any
         alteration to the services utilities or amenities in the Building does
         not in the opinion of the Lessor's consultants overload, endanger or
         prejudice the proper working of those services utilities or amenities.
         In respect of work involving the aforesaid services utilities or
         amenities the Lessor may require such work to be carried out by a
         contractor and under the supervision or direction of a consultant each
         being a person approved by the Lessor. The cost of any alteration or
         addition to the Premises and to the services utilities or amenities
         thereof together with all consultants' fees incurred either by the
         Lessee or by the Lessor in connection therewith shall be payable to the
         Lessor by the Lessee upon demand.

(d)      The Lessee shall repair and make good any damage which may be caused to
         existing structures, paving, plant, equipment, fixtures, fittings,
         ceiling tiles, painted surfaces, floor coverings or other parts of the
         Building or any chattels therein either directly or indirectly as a
         result of the carrying out of any work referred to in this clause by or
         at the request of the Lessee and shall indemnify the Lessor for any
         loss or damage caused by or arising out of anything done or omitted by
         the Lessee or its agents in or about the carrying out of the said work.

(e)      Before commencing any such work the Lessee shall effect, and shall
         procure that any contractor or sub-contractor employed by the Lessee in
         the performance of any work in respect of the Premises shall effect,
         (and provide proof of currency of) Contractor's All Risks and Public
         Risk policies and any other insurance cover required by the Lessor in
         respect of such work including all such provisions as may be required
         by the Lessor.

(f)      All partitions, fixtures, fittings and furnishings which may be placed
         or installed in the Premises by the Lessee shall be and remain the
         property of the Lessee, who shall unless otherwise provided in this
         Lease be responsible for all maintenance and insurance thereof. The
         Lessee (not being in breach) may at any time before, and will if
         required by the Lessor at, the end or sooner determination of the Term
         remove them and make good at the Lessee's own expense all resulting
         damage.

                                                                              12
<PAGE>   16
         Should the Lessee not comply by the end or sooner determination of the
         Term all of such items mentioned in that notice shall vest in the
         ownership of the Lessor without any compensation being payable to the
         Lessee. The Lessor may then at its option remove all or any of the same
         from the Premises and recover from the Lessee the cost of so doing and
         making good any damage occasioned by such removal.

(g)      In exercising its rights in the foregoing sub-clause, the Lessee shall
         not do or allow anything to occur which would constitute a breach of
         the compliance schedule for the Building or which would in any way
         prevent or inhibit the Lessor from obtaining a building warrant of
         fitness when one is next due to be obtained following the expiry or
         earlier determination of this Lease.



10.      ASSIGNMENT AND SUB-LETTING

(a)      The Lessee shall not assign, sublet, mortgage or part with possession
         (which shall be deemed to include sharing or parting with possession)
         or the right to possession of the Premises or any part thereof for the
         whole or any part of the Term without the prior written consent of the
         Lessor PROVIDED THAT such consent shall not be unreasonably or
         arbitrarily withheld to the assignment of the whole of the Premises or
         to the subletting of the whole or any part of the Premises to a
         respectable assignee or sublessee of good financial standing (the onus
         of proving same to be on the Lessee) to whom no objection shall be
         taken by the insurer or insurers for the time being carrying the
         insurance risks on the building and who will use the Premises for the
         Permitted and Required Use PROVIDED FURTHER THAT it shall be a
         condition precedent to any such consent that:

         (i)        the Lessee shall produce evidence to the Lessor to
                    demonstrate to the satisfaction of the Lessor that any
                    proposed assignee (and in the case of an assignment to which
                    sub-clause (c) below applies, the person or persons required
                    to give a guarantee in terms of that sub-clause) or
                    sublessee is responsible and of good financial standing and
                    intends to use the Premises for the Permitted and Required
                    Use;

         (ii)       the Annual Rent and all other monies payable by the Lessee
                    under this Lease shall have been punctually paid throughout
                    the term and are up-to-date;

         (iii)      there is then no existing unremedied breach of any of the
                    terms of this Lease;

         (iv)       in the case of an assignment of this Lease the assignee
                    shall before entering into possession of the Premises
                    execute and deliver to the Lessor, a deed of covenant in
                    favour of the Lessor whereby, in addition to and without
                    prejudice to the Lessor's right against the Lessee or any
                    other person, the assignee shall covenant to pay the rent
                    hereby reserved and to perform and observe all the Lessee's
                    obligations under this Lease (such deed of covenant to be
                    prepared by the Lessor's solicitors at the Lessee's cost);



                                       13

<PAGE>   17

         (v)        the Lessee shall have procured the execution and delivery to
                    the Lessor of any covenant required under subclause (c) of
                    this clause; and

         (vi)       the Lessee shall have paid to the Lessor all costs incurred
                    by the Lessor of or incidental to the giving of its consent.

(b)      Where the Lessee is a limited liability company, any transfer of any
         share in that company or any reclassification of the rights attaching
         to any such share or any other arrangement which results in a change of
         effective control of the Lessee shall be deemed to be an assignment for
         the purposes of this paragraph AND any assignment or underletting of
         the type specified in Section 109(2) of the Property Law Act 1952 shall
         be deemed to be an assignment for the purposes of this clause.

(c)      In addition to the aforesaid deed of covenant, in the case of either an
         assignment of the Lessee's rights under this Lease to a body corporate
         (not being a company whose shares are listed on the New Zealand Stock
         Exchange), or a transfer of shares, reclassification or arrangement of
         the type mentioned in sub-clause (b) hereof the Lessee shall, if
         required so to do by the Lessor, procure the execution of a guarantee
         in favour of the Lessor by the persons holding the right to exercise a
         majority of votes at general meetings of the body corporate or
         effectively controlling the body corporate whereby such persons shall
         personally guarantee payment of the rent hereby reserved and compliance
         with all the Lessee's obligations under this Lease and such guarantee
         shall be prepared by the Lessor's solicitors at the cost in all
         respects of the Lessee.

(d)      Any consent given by the Lessor to a subletting shall extend only to
         such subletting and notwithstanding anything contained or implied in
         such sub-lease such consent shall not permit the sub-lessee to deal
         with the sub-lease in any way without the further consent of the
         Lessor.


11.      LESSORS RIGHTS OF ENTRY

(a)      The Lessee shall permit the Lessor and its agents at any time or times
         during the Term upon reasonable prior written notice (except in the
         event of emergency in which case the Lessor may enter at any time
         without notice) to enter upon the Premises and there to do all things
         required in the opinion of the Lessor for the purpose of complying with
         the terms of any legislation affecting the Premises or the Building or
         for the purpose of complying with any notice served on the Lessor or
         the Lessee by any competent authority or for the purpose of repairing
         and maintaining the Premises or any adjoining Premises or the Building
         or for the purpose of installing, repairing, maintaining or renewing
         any drainage, water, electrical, gas or other installation in the
         Building PROVIDED THAT nothing in this subclause shall oblige the
         Lessor to carry out any repairs or maintenance or other work PROVIDED
         FURTHER that if the Lessor carries out any such work it shall use its
         best endeavours to minimize inconvenience to the Lessee bit under no
         circumstances shall the Lessor be obliged to pay compensation to the
         Lessee or any other person by reason of the Lessor exercising such
         rights.

(b)      The Lessee shall permit the Lessor and its agents, servants or
         contractors at any time or times upon reasonable prior notice to enter
         upon the Premises to view the condition thereof.

                                                                              14
<PAGE>   18
(c)      The Lessor may give notice in writing to the Lessee specifying any
         defects in the Premises or breaches of covenant under this Lease for
         which the Lessee is liable. The Lessee shall within such reasonable
         time as shall be specified in such notice make good any such defect or
         breach of covenant. If the Lessee fails to comply with such notice
         within the time specified the Lessor may, at its option and without
         prejudice to any other rights, powers or remedies do all things which
         the Lessor shall consider to be necessary to make good such failure and
         any moneys expended by the Lessor in so doing, together with interest
         thereon at the Default Interest Rate computed from the time or
         respective times of such moneys being actually expended by the Lessor
         until actual payment thereof by the Lessee to the Lessor, shall be
         payable on demand by the Lessee to the Lessor as rent or may be
         recovered by distress as arrears of rent.

(d)      If the Lessee either shall not elect to or shall not be entitled to
         renew this Lease during the period of three (3) months immediately
         preceding the expiration of the Term, the Lessor may enter upon the
         Premises at any reasonable time with its agents and with other persons
         for the purpose of showing the Premises to such other persons.


12.      INTEREST ON ARREARS OF RENT

The Lessee shall pay to the Lessor interest calculated at the Default Interest
Rate computed on a daily basis on all rental and on all other sums of money for
which the Lessee is liable under this Lease as from the seventh day after any
such rental or sums of money shall have become due and payable until the actual
date of receipt thereof by the Lessor.


13.      COSTS

In addition to the Annual Rent and other moneys payable by the Lessee under this
Lease, the Lessee shall pay:

(a)      The Lessor's legal costs (calculated on a solicitor/client basis) of
         and incidental to this Lease or any extension, renewal or variation of
         this Lease and all stamp duty and other reasonable disbursements of the
         Lessor's solicitors in relation to this Lease and the Lessor's costs in
         obtaining any consents or approvals associated with the granting of
         this Lease or any extension, renewal or variation of this Lease.

(b)      All costs charges and expenses for which the Lessor shall become liable
         in consequence of, or in connection with, any breach or default by the
         Lessee in the performance or observance of any of the terms covenants
         and conditions of this Lease.

                                                                              15
<PAGE>   19
14.      RISKS OF OCCUPANCY

(a)      The Lessee shall keep indemnified the Lessor from and against all legal
         liability, loss, damages, costs and expenses (including loss, damage or
         injury to property or persons for which the Lessor shall or may be or
         become liable) arising from or caused or contributed to either by the
         negligence of the Lessee or by any agent of the Lessee, or by the
         overflow or leakage of water (including rain water) into or from the
         Premises caused or contributed to by the negligent or wilful act,
         omission or default of the Lessee or any agent of the Lessee; or by any
         breach of the Lessee's obligations under this Lease PROVIDED that the
         Lessee shall not be under any obligation to indemnify the Lessor in
         respect of any occurrence for which the Lessor is indemnified and
         entitled to recover under the provisions of any insurance policy
         effected in accordance with this Lease or otherwise.

(b)      The Lessee shall occupy and use the Premises at the Lessee's risk in
         all respects and the Lessee releases to the full extent permitted by
         law the Lessor and its agents from all claims, demands and liability
         which may arise in respect of any accident, damage or injury occurring
         to any person or property in or about the Premises or the Building.



15.      QUIET ENJOYMENT

For so long as the Lessee shall have complied with all its obligations under
this Lease and except as herein provided, neither the Lessor, nor any person
claiming by, through or under the Lessor, shall disturb the Lessee's quiet
enjoyment of the Premises.



16.      DAMAGE OR DESTRUCTION

(a)      If the Building or any part of the Building is destroyed or damaged and
         the Lessor decides to demolish the Building notwithstanding that the
         Premises may be unaffected or only partially affected by such damage or
         destruction; or if the Premises shall be destroyed or so damaged as to
         render the same untenantable, then this Lease shall determine and the
         Lessee shall be liable for payment of rent only up to the date of such
         determination but such determination shall not discharge any party in
         respect of any antecedent breach of this Lease.

(b)      If the Premises or any part of the Premises (other than a minor part
         not affecting the usefulness thereof to any material extent) shall be
         damaged to such an extent as to render it inexpedient in the opinion of
         the Lessor to repair such damage and whether or not the Premises shall
         be rendered untenantable, the Lessor may determine this Lease by giving
         to the Lessee 30 days notice in writing but such determination shall
         not discharge any party in respect of any antecedent breach of this
         Lease.

(c)      If the Premises or any part of the Premises shall be damaged but not to
         such an extent as to render the same untenantable and if the Lessor
         shall not elect pursuant to the foregoing provisions to determine this
         Lease, the Annual Rent shall abate proportionately to the net lettable
         area of the Premises rendered unusable by reason of such damage and in
         case of any dispute or difference as to the amount or period of such
         abatement or as to whether or not the Premises

                                                                              16
<PAGE>   20
         or any part of the Premises, or the area of any such part, are
         untenantable such dispute shall be referred to two arbitrators, one to
         be appointed by each party, and their umpire in accordance with the
         Arbitration Act 1908 or any then substituting statutory modification or
         re-enactment thereof.

(d)      If the Premises or any part of the Premises shall be damaged and if
         this Lease shall not have been determined pursuant to the foregoing
         provisions and if the Lessor is able to obtain all necessary permits
         and consents and if no mortgagee of the Lessor shall require the
         proceeds of the insurance claim relating to such damage to be paid to
         it and if the proceeds of such insurance claim will be sufficient
         properly to repair such damage, then the Lessor shall with all
         reasonable speed expend all such insurance moneys receivable in
         repairing such damage PROVIDED THAT the Lessor shall not be obliged to
         expend any money in the reinstatement of fittings or fixtures or
         furnishings installed in the Premises by the Lessee and PROVIDED
         FURTHER that the Lessor may repair the damage to the Premises in such
         form and manner as the Lessor shall choose so long as the Premises as
         so repaired shall be substantially similar to the Premises as they were
         prior to such damage occurring. For the purposes of such repairs the
         Lessor may require the Lessee to vacate all or part of the Premises for
         such period as may be necessary and the Lessee shall not be entitled to
         any compensation or damages on account thereof.



17.      GENERAL RULES

The Lessee and its agents shall:

(i)      Deposit all waste in proper receptacles in such locations as the Lessor
         shall from time to time designate.

(ii)     Not permit foodstuffs to be prepared within the Premises except in a
         place designed for the particular purpose PROVIDED that this shall not
         prohibit the serving of morning and afternoon teas within the Premises.

(iii)    Not use any method of lighting, cooling or heating other than
         appropriate conventional electrical appliances.

(iv)     Use for the reception, delivery or other movement of any goods only
         such parts of the Building and at such times and in such manner as the
         Lessor may from time to time permit.

(v)      Comply with all requirements of the Lessor and relevant authorities
         regarding evacuation of the Building in the event of emergency
         including practise of evacuation drills and keep the Lessor informed of
         the name or names of such person employed by the Lessee who is charged
         with the responsibility of supervising such evacuation.

(vi)     Not permit the sale of liquor within the Premises save and except in
         accordance with the Licensing Laws.

(vii)    Not burn any substance within the Building.

(viii)   Not permit any person to sleep in or reside upon the Premises.

                                                                              17
<PAGE>   21
(ix)     Advise the Lessor of the private address and telephone number of the
         Lessee or if the Lessee is a corporation, of a responsible person
         employed by the Lessee and shall keep the Lessor promptly informed of
         any change of such address or telephone number.



18.      DEFAULT

(a)      If the Annual Rent shall be unpaid for seven (7) days after the due
         date for payment then (whether or not any demand has been made) the
         Lessor may enter upon the Premises and distrain for the Annual Rent so
         in arrear.

(b)      If the Annual Rent shall be unpaid for fourteen (14) days after the due
         date for payment (whether or not demand has been made), or if the
         Lessee shall have become insolvent, or shall have compounded with or
         assigned the Lessee's estate or any substantial part thereof, for the
         benefit of his/her creditors or any number of such creditors or being a
         company shall have gone into liquidation, whether voluntarily or
         otherwise, except for the purposes of reconstruction, or shall have
         gone into receivership, or if the Lessee shall be in breach of its
         obligations under this Lease and if the Lessor shall have given to the
         Lessee notice of such breach requiring the Lessee to remedy such breach
         within a specified reasonable period and if such breach shall continue
         after the expiration of such period then the Lessor may re-enter upon
         any part of the Premises in the name of the whole and thereby determine
         this Lease but without releasing the Lessee or any Guarantor from
         liability in respect of Annual Rent accrued to the date of such
         re-entry or of any antecedent breach of the Lessee's obligations under
         this Lease.

(c)      For the purposes of this clause "Annual Rent" shall include all
         payments of every kind for which the Lessee is liable under this Lease.



19.      LAND TRANSFER TITLE

(a)      The Lessee shall not be entitled to require registration of this Lease
         under the Land Transfer Act 1952.

(b)      The Lessor may sell or transfer its interest in the Premises to any
         person without reference to the Lessee.

(c)      The Lessee shall not register a caveat against the Lessor's title to
         the Premises.



20.      GUARANTEE

In consideration of the Lessor at the request of the Guarantor entering into
this Lease with the Lessee, the Guarantor covenants and agrees with the Lessor
(as construed in accordance with clause 1(e) of this Lease) that:

                                                                              18
<PAGE>   22
(a)      The Guarantor guarantees to the Lessor that the Guarantor shall with
         the Lessee, be jointly and severally liable to the Lessor for the due
         payment of all monies to be paid by the Lessee under this Lease and for
         the due performance and observance by the Lessee of all the covenants
         terms and conditions of this Lease on the part of the Lessee to be
         performed and observed.

(b)      The Guarantor shall indemnify the Lessor and shall at all times
         hereafter keep the Lessor indemnified from and against all losses and
         expenses which the Lessor may suffer or incur in consequence of any
         breach or non-observance of any of the covenants terms and conditions
         of this Lease on the part of the Lessee to be performed or observed and
         the Guarantor agrees that the Guarantor shall remain liable to the
         Lessor under this indemnity notwithstanding that as a consequence of
         such breach or non-observance the Lessor has exercised any of its
         rights under this Lease including its rights of re-entry and
         notwithstanding that the Lessee (being a company) may be wound up or
         dissolved or (being a natural person) may be declared bankrupt or
         insolvent and notwithstanding that the guarantee given by the Guarantor
         may for any reason whatsoever be unenforceable either in whole or in
         part.

(c)      On any default or failure by the Lessee to observe and perform any of
         the covenants terms and conditions of this Lease the Guarantor will
         forthwith on demand by the Lessor pay the rent and make good to the
         Lessor all losses and expenses sustained or incurred by the Lessor by
         reason or in consequence of any such default or failure by the Lessee
         in the payment of rent or in performing or observing any of the
         covenants terms and conditions of this Lease without the necessity of
         any prior demand having been made on the Lessee.

(d)      The liability of the Guarantor under this guarantee and indemnity shall
         not be affected by the granting of time or any other indulgence to the
         Lessee or by the compounding compromise, release abandonment waiver
         variation or renewal of any of the rights of the Lessor against the
         Lessee or by any other thing which under the law relating to sureties
         would or might but for this provision release the Guarantor in whole or
         in part from the obligations of the Guarantor under this Lease.

(e)      Notwithstanding that as between the Guarantor and the Lessee the
         Guarantor may be a surety only nevertheless as between the Guarantor
         and the Lessor the Guarantor shall be deemed to be a principal debtor
         jointly and severally with the Lessee.

(f)      To the fullest extent permitted by law the Guarantor hereby waives such
         of the rights of the Guarantor as surety or indemnifier (legal,
         equitable, statutory or otherwise) which may at any time be
         inconsistent with any of the provisions of this Lease.

(g)      The covenants and agreements made or given by the Guarantor shall not
         be conditional or contingent in any way or dependent upon the validity
         or enforceability of the covenants and agreements of any other person
         and shall be and remain binding notwithstanding that any other person
         shall not have executed or duly executed this Lease or this guarantee
         and indemnity.

(h)      The Guarantor waives any right to be notified of or to approve any
         variation of, or any review of, rental payable under this Lease or any
         determination of any new rental pursuant to this Lease and the
         Guarantor acknowledges that,

                                                                              19
<PAGE>   23
         notwithstanding the absence of any such approval or consent, this
         guarantee shall apply to the new rental as so varied or determined.

(i)      If this Lease shall contain any right of renewal for a further lease
         and the Lessee shall exercise such right the grant of such a further
         lease shall be subject to the Guarantor guaranteeing the obligations of
         the Lessee under such further lease and indemnifying the Lessor in
         respect thereof on the same basis as the guarantees and indemnities
         contained in this Lease.

(j)      The Guarantor agrees, upon demand, to sign any further lease or other
         document to record the application of this guarantee to any variation
         or determination of the Annual Rental from time to time during the term
         and to any renewal or extension of the Term or to any new lease granted
         to the Lessee pursuant to the exercise of any right recording in this
         Lease.

(k)      The obligations of the Guarantor under this Lease shall continue to
         remain in force until all rent or other monies payable pursuant to this
         Lease shall have been paid and until all other obligations and
         indemnities shall have been performed, observed and satisfied and such
         obligations shall not be reduced or affected by any notice to quit
         given by either party to this Lease or the death, insolvency,
         liquidation or dissolution of the Lessee or the Guarantor or either of
         them.

(l)      Where there is more than one person or corporation which together
         constitute the Guarantor to this Lease the obligations and liabilities
         of each and every such person or corporation shall be joint and
         several.

(m)      The transfer or assignment of the land or the Building or the Lessor's
         interest in this Lease shall not release or discharge the Guarantor or
         any guarantor of the Lessee's obligations under this Lease and any such
         Guarantor shall upon demand enter into, execute and deliver any further
         document which any such transferee or assignee may require to ensure
         that the obligations of the Guarantor are enforceable by and for the
         benefit of any such transferee or assignee.

EXECUTED as a Deed.

EXECUTED by                                 )
MFL MUTUAL FUND LIMITED as Lessor           )
(under its name and seal)                   )
by                                          )

/s/ [Illegible]                             Director
                                                          [MFL Mutual Fund SEAL]
/s/ [Illegible]                             Director

EXECUTED by                                 )
PACIFIC LITHIUM LIMITED as Lessee           )
by its duly authorised directors:           )


/s/ Robin T. Johannink          16.01.98    Director
----------------------------------------

/s/ Keith Young                 16.01.98    Director
----------------------------------------



                                       20