24 August 1998

Richard McLean
C/- 7/13 Hepburn St
Freemans Bay
AUCKLAND


Dear Richard

EMPLOYMENT OFFER

Further  to  recent  discussions,  we wish to make an  offer  to  transfer  your
employment as follows:

Position:           General Manager, Information Services

Employer:           Brocker Investments (NZ) Ltd

Reporting to:       Mike Ridgway, CEO

Based at:           Head Office, Auckland

Total Package:      $88,000 gross per annum
                    Base Salary              $70,000 gross per annum
                    Vehicle Allowance        $18,000 gross per annum

Review Date:        Performance after 6 months, thereafter
                    performance and salary annually on aniversary of
                    start date

Start Date:         17 August 1998



If you are in agreement  with the above,  please sign both copies  retaining one
for yourself  and  returning  the other to me. If there are any further  queries
which you wish answered, please don't hesitate to contact me.

Richard,  we are very much looking forward to having you back on the team in New
Zealand,  and  believe we can offer you a  challenging  and  interesting  career
opportunity.



<PAGE>


Please find attached a new  permanent  individual  employment  contract for your
acceptance.  Your initial employment in NZ and subsequently in Australia will be
recognised and long service leave and special leave entitlements will be reflect
this.

This offer is subject to the signing of the individual  employment contract with
attached House Rules.



Yours sincerely
BROCKER INVESTMENTS (NZ) LTD


Mike Ridgway
--------------------------------
CHIEF EXECUTIVE OFFICER





Accepted by:
             ________________________________________  ___/___/___
               Richard McLean




<PAGE>


August 1998


                        BROCKER INVESTMENTS (NZ) LIMITED
                          SALARIED EMPLOYMENT CONTRACT


NAME:               RICHARD MCLEAN
                    ---------------------------------------------
POSITION:           GENERAL MANAGER - INFORMATION SERVICES
                    ---------------------------------------------
RESPONSIBLE TO:     CHIEF EXECUTIVE OFFICER
                    ---------------------------------------------
LOCATED AT:         HEAD OFFICE, AUCKLAND
                    ---------------------------------------------




<PAGE>


                        BROCKER INVESTMENTS (NZ) LIMITED
                          SALARIED EMPLOYMENT CONTRACT


BETWEEN:       BROCKER INVESTMENTS (NZ) LIMITED
               -------------------------------------------

AND            RICHARD MCLEAN
               -------------------------------------------

COMMENCEMENT
OF EMPLOYMENT: MONDAY 17 AUGUST 1998
               -------------------------------------------


The terms and conditions  contained  herein  supersede and replace any terms and
conditions of employment that may have applied prior to the coming into force of
this contract.


1. DUTIES/RESPONSIBILITIES

Your job description outlines your duties and responsibilities of your position.
Because of the changing nature of the business, other duties will be included as
agreed  between the parties from time to time.  It is expected that those duties
will be performed in accordance  with the  instructions  of the Company and that
you  will  devote  all of your  normal  working  hours  and  best  endeavour  to
performing  these duties outlined in a manner which will promote the interest of
the company.


2. HOURS OF WORK

(a)  Your  hours of work are a minimum  of 40 per week to be worked on 5 days of
     the week Monday to Friday inclusive,  between the hours of 8 am to 5.30 pm.
     Your  hours of work and any  conditions  relating  to them may be varied by
     mutual agreement.

(b)  The  Company  may require you to work more than 40 hours per week to fulfil
     the  responsibilities  of your  position.  Payment  for such time worked in
     excess of the weekly hours have been included in your salary package.

     You may be required to work on Saturday or Sunday as required  from time to
     time by the Company.

(c)  Rest  periods and meal breaks may be taken at your  discretion,  of up to 1
     hour per day.



<PAGE>


3. REMUNERATION

(a)  Total package is $88,000 gross per annum, reviewed annually..
     (i)  Your base salary is $70,000 gross per annum.
     (ii) Motor  Vehicle  Allowance - You shall be paid an annual Motor  Vehicle
          Allowance of $18,000 gross per annum.

(b)  Expenses - Expenses  incurred by yourself  while  performing  our  business
     shall be reimbursed according to the Company Expenses Policy.

(c)  Medical   Insurance   -  You  are   invited  to  take   advantage   of  the
     Brocker/Southern Cross Group Scheme.


4. PAYMENT OF REMUNERATION

(a)  Your base salary shall be deposited into the bank account of your choice by
     direct  credit on the 15th of each month or the first working day after the
     15th.  Such payment being made in advance up to and inclusive of the end of
     the month.

(b)  The vehicle allowance shall be deposited monthly on the 15th of each month,
     included with your salary payment, and paid by direct credit as above.

(c)  No deduction  shall be made from your salary  without your consent,  except
     for time lost through  sickness or default or accident to yourself,  unless
     required by law.

(d)  The  Company  will  provide  you  with a  statement  of your  earnings  and
     deductions for a pay period at your request or where there is any change to
     your salary payments.


5. STATUTORY HOLIDAYS

(a)  Public  holidays  shall be granted  and  observed  in  accordance  with the
     provisions of the Holidays Act 1981.

(b)  Any time worked on a statutory  holiday  that has been  authorised  by your
     manager  shall be taken in lieu on a day that is  mutually  agreed upon and
     credited to your annual holiday accumulation.


6. ANNUAL HOLIDAYS

(a)  Annual  holidays  are provided in  accordance  with the  provisions  of the
     Holidays Act 1981 and its amendments.



<PAGE>


(b)  You  shall  be  entitled  to an  annual  holiday  of 3  weeks.  Where  your
     employment is terminated at the end of a period of employment which is less
     than one year,  the  Company  shall  pay you an amount  equal to 6% of your
     gross taxable  earnings,  minus any holiday pay you have already  received.
     Requests for annual  leave must be submitted  for approval at least 30 days
     in advance.

(c)  Service  Holiday  - Where you have  completed  5 years  current  continuous
     service you shall become  entitled to an annual  holiday of 4 weeks instead
     of the 3 weeks provided for in (b) above.


7. SICK LEAVE AND DOMESTIC LEAVE

(a)  From your start date of 17 August  1998,  you shall be entitled to sick pay
     of 7 days for each year of service.

     Sick pay shall be accumulative to up to 21 days.

(b)  The  company  may,  at its  discretion,  require  you to  provide a medical
     certificate  for any sick leave or  domestic  leave  absence.  You shall be
     required  to  provide a medical  certificate  where you are absent for more
     than 2 days for sick leave or domestic leave absence.

(c)  You shall ensure notice is given to us that you are sick or taking domestic
     leave, not later than one hour prior to your normal commencing time and you
     shall notify us as soon as possible when a return to work is likely.

(d)  The  Company   shall  also  have  the  right  to  require  you  to  produce
     additionally, a medical certificate at our expense, from a doctor nominated
     by ourselves.

(e)  Domestic Leave - Where you have any unused sick leave entitlement, leave of
     up to 7 days per year shall be granted  where you find it essential to stay
     at home in an  emergency  in the event of illness of a  dependant  child or
     spouse's illness or dependant parent or maternity  confinement.  Such leave
     shall be treated as though it was due to your own  sickness  and this shall
     be set off against your own sick leave entitlement.

(f)  Sick leave and domestic  leave will not be paid on a day on which a holiday
     is being observed.

(g)  Your  manager  may at  their  discretion  grant  additional  sick  leave or
     domestic leave with/without pay where special circumstances exist.



<PAGE>


8. BEREAVEMENT LEAVE

(a)  In the event of the death of any of your immediate  family,  ie your spouse
     or  defacto   partner,   child,   stepchild,   parent,   brother,   sister,
     mother-in-law, father-in-law,  brother-in-law,  sister-in-law, grandparent,
     or grandchild, the Company shall allow paid leave up to a maximum period of
     3 days on each occasion.  The Company may, at our  discretion,  ask you for
     confirmation of the bereavement.

(b)  The company may at its discretion, grant additional leave without pay where
     the Company consider special circumstances exist.


9. SPECIAL HOLIDAYS CLAUSE

     Note that the  entitlements  in Clauses 7 and 8 are inclusive of and not in
     addition to the  entitlements  for Special Leave provided in Section 30 (A)
     of the Holidays Act 1981 and amendments.


10. CONTINUATION OF SERVICE

     Your  previous  employment  with  Sealcorp  Computer  Products  Ltd will be
     recognised and service  related  entitlements  will be carried over to your
     full time employment with Brocker Investments NZ Ltd.


11. UNPAID LEAVE

     Where you need to be away from work for  personal  reasons  the company may
     grant  limited time off work without pay.  Such leave must be authorised by
     the company in  advance.  Please make a request for such leave as far ahead
     of the intended  date as possible and talk to your  manager  regarding  the
     circumstances  for the leave.  Such  approved  leave must be recorded on an
     official leave application form.


12. PARENTAL LEAVE

     Parental  Leave shall be granted in accordance  with the  provisions of the
     Parental Leave and Employment Protection Act 1987 and its amendments.


13. JURY SERVICE

(a)  Where you are obliged to undertake jury service, the difference between the
     fees  (excluding  reimbursing  payments)  paid by the Court and your salary
     shall be made up by ourselves provided:

     (i)  That you produce the Court expenses voucher to us.



<PAGE>


     (ii) That  you  return  to work  immediately  on any day  that  you are not
          actually serving on a jury.

(b)  These  payments  shall be made for up to a maximum  of 5 days in respect of
     each separate period of jury service.

(c)  You must advise us on the first normal work day after  notification of jury
     service is received.


14. TUITION LEAVE

(a)  Where,  with  the  Company's  prior  written   approval,   you  attend  any
     job-related  course during  working  hours,  you shall be allowed paid time
     off. Where you pass all the necessary requirements and complete the course,
     the company may reimburse you for half the cost of tuition and  examination
     fees.

(b)  Where you initiate and take tuition leave at your own request and where you
     terminate your own  employment  within 12 months of having the tuition fees
     or examination  fees paid on your behalf,  you shall  reimburse the Company
     for fees outlaid on a pro rata basis.


15. TERMINATION OF EMPLOYMENT

(a)  Notification - Employment may be terminated  with 1 months notice by either
     party or where the  employment is terminated by either party without notice
     1 months pay shall be paid or forfeited in lieu of notice.  This  provision
     shall not prevent us from summarily  terminating the employment in the case
     of serious misconduct and/or serious breach of contract.

(b)  Deductions -

     (i)  Where  company  issued  gear or  property  is lost,  or in our opinion
          wilfully  damaged it will be treated as a default by yourself  and the
          Company shall have the right to recover from you the cost of repairing
          or replacing any such items.

     (ii) Where  employment is terminated by either party and the effective last
          day of duty is prior to the normal pay  period end date,  the  Company
          shall be entitled to deduct or recover such salary paid in advance.

(c)  Redundancy -

     (i)  In the event that your  position  becomes  surplus to the needs of the
          Company,  you shall be given notice of termination in accordance  with
          the provisions of subclause 15(a).

     (ii) Redundancy compensation shall be calculated on the basis of four weeks
          pay for the first year of service  with the  Company and two weeks pay
          for each subsequent year of service.  For the purposes of this clause,
          a week's pay shall be 1/52 of your annual salary.


<PAGE>


    (iii) No redundancy compensation shall be payable in any situation where the
          termination  of your  employment  arises  as a  result  of the sale or
          transfer of the whole or part of the Company's  business if the person
          acquiring the business or part being sold or  transferred  has offered
          you employment in the business or part being sold or  transferred  and
          the  conditions of employment  offered to you by the person  acquiring
          the business or the part of the business being sold or transferred are
          similar  to,  or more  favourable  than,  those  provided  for by this
          contract, or are otherwise acceptable to you.

16. RESTRAINT OF TRADE

(a)  In order to protect the employer's proprietary interests,  for three months
     after the  termination of this contract you shall not engage to work for or
     on behalf of an organisation in direct  competition with this Company,  nor
     establish your own business in competition with this Company. Nor shall you
     solicit in competition with the Company the custom of any person who has at
     any time  during  the  period  of your  employment  by the  Company  been a
     customer  of the  Company or who will become a customer of the Company as a
     result of any tender,  negotiations,  arrangements  or proceedings  made or
     taking place at the date of such termination.

(b)  Consideration  for this restraint is included in the  remuneration  package
     provided in clause 3 of this contract.

(c)  It is acknowledged  that in view of your position with the Company and your
     direct   association   with  the  customers  of  the  Company  during  your
     employment,  the  restraint  provided  for in  subclause  (a) is  fair  and
     reasonable and does not inhibit your ability to earn a reasonable living.

17. PERSONAL GRIEVANCE/DISPUTES

The Company  consider it  desirable  that any  dispute  over the  interpretation
application  or operation of this  contract or any  grievance of any employee be
resolved as quickly as possible at the place of work between ourselves.

Personal  grievances  and  disputes  shall be as  defined  under the  Employment
Contracts Act 1991.  Personal  Grievance  procedures shall be in accordance with
the First Schedule of the  Employment  Contracts Act 1991.  Disputes  procedures
shall be in accordance with the Second Schedule of the Employment  Contracts Act
1991.

18. VARIATIONS

Any of the terms and  conditions  contained  in this  contract  may be varied by
mutual agreement.



<PAGE>


19. OTHER PROVISIONS

(a)  I agree to abide by all  Company  Policies  as may from  time to time be in
     operation.

(b)  I agree to work a  reasonable  number of hours in excess of my weekly hours
     as may be required by the Company.

(c)  I agree, in the event of termination of my employment to the deduction from
     my final pay for any unreturned  company  property,  or other debt owing to
     the company, whatsoever it may be.

(d)  I agree, during the period of my employment or at any time thereafter,  not
     to disclose to any  unauthorised  person or company,  or otherwise make use
     of, any  confidential  or secret  information  related to or  obtained as a
     result of my employment with the Company  including,  without  limiting the
     generality of processes,  customer lists, formulae,  designs, new products,
     finances or relating to know-how, inventions, improvements or other matters
     connected with the products or services manufactured, marketed, provided or
     obtained by the Company.


20. DECLARATION

I (full  name)  _______________________________  declare  that I have  read  and
understand the conditions of employment  detailed above and accept them fully. I
further declare that I have read (or had explained to me to my satisfaction) the
House Rules and accept them.



Signed:                                       Date:
        -----------------------------------         ----------------------------
          RICHARD MCLEAN


Signed:                                       Date:
        -----------------------------------         ----------------------------
          FOR AND ON BEHALF OF
          BROCKER INVESTMENTS (NZ) LIMITED

Enclosed: House Rules



<PAGE>


                          BROCKER INVESTMENTS (NZ) LTD
                                   HOUSE RULES


Serious Misconduct - what does this mean? It is important to each one of us that
we read and  understand  these  Company House Rules  because  instant  dismissal
usually occurs when an individual breaches one of the following  fundamental and
important rules:

ITEMS THAT CAN  CONSTITUTE  SERIOUS  MISCONDUCT FOR WHICH THE PENALTY IS INSTANT
DISMISSAL INCLUDE BUT ARE NOT LIMITED TO:

a)   Unauthorised  possession  and/or  movement  of  company,  client  or  other
     employees property. This includes the taking of any company equipment, data
     or information off company property.

b)   Fighting and/or verbal abuse of another  employee,  customer,  or client on
     company premises or when attending company functions.

c)   Falsification  or being a party to  falsification  of any company or client
     document or record. This includes  time/wage/accident/expense/leave records
     etc.

d)   Failure  to  follow  cash  handling   procedures,   and/or   negligence  or
     carelessness when handling cash/cheques etc.

e)   Unauthorised use of company/client equipment or vehicles.

f)   Refusal to attend doctor nominated by your employer.

g)   Disclosure  of  confidential  information;  including  making  unauthorised
     statements to the media,  or at public  meetings which effect or pertain to
     the company, customer or client.

h)   Failure to follow safety requirements.

i)   Irresponsible use of fire protection or safety equipment.

j)   Holding any  interview,  directly or indirectly,  in a business  outside of
     Brocker's that conflicts in any way with Brocker's operations.

k)   Wilful,  deliberate  or  negligent  acts which cause  injury or damage,  or
     adversely effects quality or productivity.

l)   Wilful damage to property/equipment/product.

m)   Refusal to obey lawful and reasonable instruction



<PAGE>


n)   Sexual harassment or intimidation of another employee, customer or client.

o)   Consuming  alcohol on company or client property,  unless with management's
     consent.

p)   Bring drugs  (except as  prescribed  by own doctor) or  consuming  drugs on
     company or client property.


ITEMS THAT CAN  CONSTITUTE  LESS SERIOUS  MISCONDUCT  FOR WHICH THE PENALTY IS A
WARNING, INCLUDE BUT ARE NOT LIMITED TO:

a)   Failure to perform work to required standard.

b)   Failure to follow product handling procedure.

c)   Unauthorised absence.

d)   Boisterous, disruptive or irresponsible behaviour.

e)   Reporting  for  work in such a  condition  that  duties  are  unable  to be
     performed properly or safely.

f)   Failure to report any accident or personal  injury  occurring  at work,  no
     matter how minor the incident.

g)   Poor time keeping,  including  arriving late for work, or from lunch and/or
     tea breaks.

h)   Careless or indifferent performance of duties.

i)   Being discourteous to other employees, customers or clients.

j)   Aggressive/argumentative behaviour.

k)   Using abusive language which may cause offence to another person,  while at
     the company's place of work.

l)   Leaving assigned place of work without permission.

m)   Failing to be at assigned  place of work during  working  hours without the
     permission of management.