<PAGE>   1
                                                                    EXHIBIT 10.8

Confidential

                                SERVICES CONTRACT

BETWEEN    Chip Application Technologies Limited, ACN 057 883 333 of 152-162
           Riley Street, East Sydney, New South Wales (COMPANY)


AND        JONATHAN ADAMS of 10 Willow Lane, Wallingford, Pennsylvania, USA
           19806 (THE SERVICE PROVIDER).


RECITALS

A.       The Company and Service Provider wish to record the terms on which the
         Service Provider will provide services to the Company in the capacity
         set out in Schedule A of this Deed ("Future Capacity"), from the
         Effective Date

B.       It is the intention of the parties that when the Company has completed
         its US restructuring, the arrangements between the parties will be
         varied to comply with normal US practices,

AGREEMENT

1.       DEFINITIONS

         Effective Date means the date referred to in Schedule A as the
         effective date.

         Intellectual Property Rights means all intellectual property rights
         including without limitation:

         A)       patents, copyright, rights in circuit layouts, registered
                  designs, trademarks and the right to have confidential
                  information kept confidential, and

         b)       any application or right to apply for registration of any of
                  those rights.

         Options means options over unissued shares in the capital of the
         Company to be granted on the terms set out in Schedule 2 and Schedule
         3.

         Total Remuneration means the salary and benefits due under Clause 4.1
         from time to time.

2.       APPOINTMENT


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2.1      This Services Contract will commence on the Effective Date and, unless
         terminated sooner under clause 11, or extended under Clause 9, will
         conclude on the Expiry Date referred to in Schedule A.

3.       DUTIES AND RESPONSIBILITIES

3.1      The Service Provider shall have the Duties and Responsibilities
         specified in Schedule A

3.2      Any alteration or modification to the Duties and Responsibilities of
         the Service Provider specified in Schedule A after the Effective Date
         shall be by mutual written agreement of the parties hereto.

3.3      The Service Provider must discharge faithfully and to the best of his
         knowledge, skill and ability the Duties and Responsibilities referred
         to herein in the best interests of the Company.

3.4      The Service Provider may engage in other business or accept other
         employment or directorships provided that:

         a)       the Service Provider informs the Company of the business or
                  employment immediately upon the engagement in the business, or
                  commencement of employment.

         b)       the business or employment in the reasonable opinion of the
                  Managing Director is not related to the mandate of the Company
                  or any member of the Company unless the Managing Director has
                  given his prior approval, and

         C)       the business or employment in the reasonable opinion of the
                  Managing Director does not interfere with the discharge of the
                  Service Providers Duties and Responsibilities under this
                  agreement

3.5      The Service Provider may hold shares in other public and private
         companies.

3.6      The Service Provider agrees that it may be necessary for the Service
         Provider to travel overseas for the purpose of the Company's business
         and the Service Provider agrees to such travel.

4.       SALARY

4.1      The Company must remunerate the Service Provider in accordance with the
         annual fee specified in Schedule A.

4.2      On each anniversary of the Effective Date, the Service Provider's Total
         Remuneration will be reviewed



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4.3      In addition to the Service Provider's annual fee and as part of the
         Total Remuneration, the Company will grant to the Service Provider
         options in accordance with and subject to the conditions in Schedule 2
         and 3.

4.4      An increase in the annual fee or any aspect of the Total Remuneration
         package, once confirmed in writing by the Managing Director, may not be
         rescinded or revoked in whole or in part.

5.       BENEFITS AND COMPLEMENTARY ACTIVITIES

5.1      The Company will pay the Service Provider's membership and subscription
         fees in professional and commercial organizations relevant to the
         Company's business approved by the Managing Director.

6.       LEAVE

         The Company must grant the Service Provider an annual paid vacation of
         20 work days, with such leave to be taken at a time mutually agreed
         that does not inconvenience the Company or restrict the Service
         Provider in discharge of the Service Provider's duties and
         responsibilities.

7.       EXPENSES AND ALLOWANCES

7.1      The Company must reimburse the Service Provider for travel,
         entertainment and any other necessarily incurred and reasonable
         expenses, including the cost of transportation, parking, tolls and
         taxes, food and lodging incurred in performing any of the duties and
         responsibilities expected of the Service Provider.

7.2      Where the Service Provider uses his own car for company business, costs
         will be reimbursed on a kilometer allowance basis in accordance with
         the recommended scale published from time to time by the appropriate
         taxation authorities.

7.3      The Company must pay for the costs of telephone calls relevant to the
         Company's business or reimburse the Service Provider for the amount
         expended on telephones.

7.4      Any reimbursement under this Part 7 shall be made by electronic
         transfer to a bank account nominated by the Service Provider or by
         cheque delivered to the Service Provider within 10 business days (or
         20 business days for reimbursements of less then $100) of receipt (on
         paper or via e-mail or other electronic form) of completed expense
         forms approved by the Company for use by the Service Provider for this
         purpose. If any part of the reimbursement is disputed, the undisputed
         amount shall be paid.



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7.5      The completed expense forms referred to in Clause 7.4 will be
         accompanied by such invoices or receipts as may reasonably evidence the
         expense and payment thereof by the Service Provider. Expense invoices
         or receipts will be delivered to the Company as soon a practically
         possible following submission of the completed expense form.

8.       ILLNESS OR INJURY

8.1      Subject to Clause 8.2: the Company must grant the Service Provider up
         to 6 days paid sick leave each year if the Service Provider is unable
         to perform the Service Provider's duties due to illness or injury.

8.2      Before granting paid sick leave, where the leave exceeds three days,
         the Company may require the Service Provider to provide the Company
         with a certificate signed by a medical practitioner confirming the
         illness or injury.

9.       RENEWAL

9.1      This Agreement terminates on the Expiry Date specified in Schedule A,
         unless: it is terminated sooner in accordance with the terms of this
         Agreement.

10.      ASSIGNMENT OF INTELLECTUAL PROPERTY

10.1     The Service Provider:

         a)       presently assigns to the Company all future Intellectual
                  Property Rights in all inventions, models, designs, drawings,
                  plans, software, reports, proposals and other materials
                  created or generated by the Service Provider (whether alone or
                  with the Company, its other Service Providers or contractors)
                  for use by the Company, and

         b)       acknowledges that by virtue of this clause all such rights are
                  vested in the Company and, on their creation, all such future
                  rights will vest in the Company

10.2     The Service Provider must do all things reasonably requested by the
         Company to enable the Company to assure further the rights assigned
         under Clause 10.1.

11.      TERMINATION

11.1     The Company may terminate this agreement at any time for just cause
         without notice to the Service Provider, or upon thirty days written
         notice by the Managing Director to the Service Provider, if the Service
         Provider:

         a)       is charged with a criminal offence, excluding a traffic
                  offence, or



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Confidential

         b)       breaches the Confidentiality Agreement, or

         c)       the Service Provider has committed an act of serious
                  misconduct of a dishonest or fraudulent nature, or

         d)       breaches any material provision of this Agreement and fails to
                  rectify such breach within 30 days of being required to do so
                  in writing, or

         e)       becomes unable to pay his debts as they became due, or

         f)       through illness is unable to return to duties within three (3)
                  months, or

         g)       is, an "injured Service Provider" as defined in appropriate
                  legislation and is not fit to perform the Service Provider's
                  duties for three months from the time the Service Provider
                  first became unfit for employment

11.2     During the first 3 months of this agreement, the Company may terminate
         this agreement at any time without just cause upon expiry of the
         Company Notice Period (specified in Schedule A) by providing written
         notice from the Managing Director to the Service Provider

11.3     The Service Provider may terminate this agreement with 30 days notice
         if the Company breaches any of its material obligations under this
         contract, and has not rectified the breach within 30 days of notice of
         such breach.

11.4     The Service Provider may terminate this agreement for significant and
         serious personal or family reasons by providing the Managing Director
         with prior notice in writing of a minimum period specified in Schedule
         A as the Service Provider Notice Period.

11.5     The Company agrees that the rules of natural justice shall apply in any
         termination of the Service Providers contract by the Company.

11.6     This agreement may be terminated at any time by mutual agreement of the
         parties.

11.7     During any period of notice referred to in this Clause 11, the Service
         Provider must perform his duties and responsibilities under this
         Agreement unless the Company and Service Provider mutually agree to an
         alternative arrangement.

12.      WHAT HAPPENS AFTER TERMINATION OF EMPLOYMENT



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12.1     The Company may set off any amounts the Service Provider owes the
         Company against any amounts the Company owes the Service Provider at
         the date of termination except for amounts the Company is not entitled
         by law to set off.

12.2     The Service Provider must return all the Company's property (including
         property leased by the Company) to the Company on termination including
         all written or machine readable material, software, computers, credit
         cards, keys and vehicles.

12.3     The Service Provider's obligations under the Confidentiality Agreement
         continue after termination except in respect of information that is
         part of the Service Provider's general skill and knowledge.

12.4     The Service Provider must not record any Confidential Information in
         any form after termination.

13.      RESTRAINT ON THE SERVICE PROVIDER'S CONDUCT

13.1     During the restraint period of 9 months after termination of the
         Service Provider's employment, the Service Provider must not

         a)       solicit, canvass, approach or accept any approach from any
                  person who was at any time during the term of this contract,
                  a client of the Company in that part or parts of the business
                  carried on by the Company in which the Service Provider was
                  employed with a view to obtaining the custom of that person in
                  a business that is the same or similar to the business
                  conducted by the Company, or

         b)       interfere with the relationship between the Company and its
                  customers, contractors or suppliers, or

         C)       induce or assist in the inducement of any employee,
                  consultant, customer, supplier or any other contractor of the
                  Employer to leave their employment or terminate any contract.

13.2     The Service Provider acknowledges that each restriction specified in
         clause 13.1 is in the circumstances reasonable and necessary to protect
         the Company's legitimate interests.

13.3     For the purpose of this Clause 13, the Service Provider acknowledges
         that the definition of Company will include any parent or subsidiary of
         Chip Application Technologies Limited.

14.      INDEMNITY AND INSURANCE



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14.1     The Company agrees to defend, save harmless and indemnify the Service
         Provider from any demands, claims, suits, actions or other proceedings
         which may be brought against him arising from the performance of his
         duties and for any cost, loss, damage or liability arising therefrom,
         including all legal fees and disbursements incurred in connection
         therewith, other than grossly negligent or fraudulent conduct.

14.2     During the term of this Agreement, and any subsequent renewal of this
         Agreement, the Company will provide the Service Provider appropriate
         insurance cover including where applicable cover under a Directors and
         Officers Liability Insurance Policy, medical, and similar protection.

15.      GOVERNING LAW AND ARBITRATION

         This Agreement is governed by the law applicable in New South Wales.
         Any dispute may be decided by the Australian Commercial Disputes Centre
         or equivalent body.

16.      CANCELLATION OF PREVIOUS AGREEMENTS

         From the Effective Date, this Agreement supersedes and takes the place
         of all prior oral or written agreements made between the parties,
         other than where relevant for the purposes of confidentiality, and any
         prior condition, warranty, indemnity or representation imposed, given
         or made by a party.

17.      WAIVER

         The failure of either party at any time to insist on performance of any
         provision of this Agreement is not a waiver of its right at any later
         time to insist on performance of that or any other provision of this
         Agreement, provided that the lack of notice does not prejudice the
         other party's ability to rectify its or his performance.

18.      NOTICES

         Any notice which may be or is required to be given pursuant to this
         Agreement shall be sufficiently given if served personally upon the
         party for whom it is intended or if mailed by Certified Mail, in the
         case of the Company, to it at its head office for the time being and in
         the case of the Service Provider, to him at his address as last shown
         on the books of the Company. The date of receipt of such notice shall
         be deemed to be the date of delivery, if such notice is served
         personally, and five (5) days after the date of posting if sent by
         prepaid Certified Mail, except in the event of an actual or threatened
         postal disruption in which case all notices shall be delivered.

19.      ALTERATION



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Confidential

         This Agreement (including its schedules) may only be altered by
         agreement in writing signed by each party.

20.      THIS AGREEMENT IS CONFIDENTIAL

         The terms of this Agreement and any subsequent amendments are
         confidential and may not be disclosed by the Service Provider or the
         Company other than in a non-personalised form to any other person or
         company, other than for the purpose of obtaining professional legal or
         accounting advice, or as may be required by law or any Stock Exchange
         listing or reporting requirements, without the written approval of both
         parties.

21.      GENERAL

21.1     Headings are for reference only and do not affect the meaning of this
         Agreement.

21.2     In the event that any term of this agreement is inconsistent with or in
         violation of any provision of any law of NSW or Australia, it is hereby
         deemed to be amended to the extent required to avoid such inconsistency
         or illegality and, if any term of this agreement is thereby annulled,
         the remainder of this agreement shall remain in full force and effect.

21.3     Time shall be the essence of this Agreement.

21.4     Schedules A, 1, 2 and 3 annexed to this Agreement are for all purposes
         an integral part of this Agreement.



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Confidential


IN WITNESS WHEREOF the party of the first part has affixed its corporate seal,
duly attested to by the signature of its proper signing officers in that behalf
and the party of the second part has affixed his signature the day and year
first above written.


Signed for and on behalf of CHIP APPLICATION
TECHNOLOGIES LIMITED in the presence of




/s/ [SIGNATURE ILLEGIBLE]                    /s/ [SIGNATURE ILLEGIBLE]
-----------------------------------          -----------------------------------
      Company Secretary                                 Director



SIGNED SEALED AND DELIVERED by
THE SERVICE PROVIDER in the presence of




/s/ LYNNE DALTON ADAMS                       /s/ JONATHAN ADAMS
-----------------------------------          -----------------------------------
Signature of Witness



LYNNE DALTON ADAMS
-----------------------------------
Name of Witness (print)



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Confidential

                          SERVICES CONTRACT SCHEDULE A
                   TO BE READ IN CONJUNCTION WITH AND PART OF
                             THE SERVICES CONTRACT
PREAMPLE

        'FUTURE CAPACITY' means Vice President CAT System Operations or other
        position of equal or like status as agreed from time to time

1.      DEFINITIONS

        'EFFECTIVE DATE' means 9th August, 1999

2.1     'EXPIRY DATE' means the 9th August 2000 unless prior to 30" April 2000,
        the Service Provider and the Company mutually agree in writing an
        extension on the same terms or other terms mutually agreed by the
        parties.

2.3     'DUTIES AND RESPONSIBILITIES' include the active full time management
        of the development of the Company's US based operations including
        research and negotiation of operational arrangements for the CAT System,
        development of administration and reporting systems for operations,
        budgets and accounting reporting and administration of operations,
        assistance in market development of the operational infrastructure for
        CAT and assistance in the management of CAT relationships with card
        organisations and operation partners and suppliers

4.1     A remuneration package to the value of US$125,000 gross per annum

        Annual Service Fee                   US$125,000

        The Employee is exclusively and solely responsible for all and any tax
        that may be payable on the service fee. The Company makes no warranty or
        representation in respect of any taxation that may be applicable to the
        annual service fee. The Service Provider will be responsible for health
        and medical insurance but will be reimbursed in full by the Company.

        The Service Providers fee will be paid by equal fortnightly instalments
        by electronic funds transfer commencing 16th    August 1999. The Service
        Providers first and last instalments will be paid proportionately if
        necessary.

11.2    'COMPANY NOTICE PERIOD' means is 2 months.

11.4    'SERVICE PROVIDER NOTICE PERIOD' means is 2 months.

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                          OPTIONS TERMS AND CONDITIONS

                      SCHEDULE 1 - DETAILS OF OPTION HOLDER

Jonathan Adams
10 Willow Lane, Wallingford, Pennsylvania 19806 USA

                SCHEDULE 2 - TERMS AND CONDITIONS OF THE OPTIONS

1.      ISSUE DATE

The Issue Date is 9th August 1999

2.      OPTION EXPIRY DATE AND CONDITIONS OF EXERCISE OF OPTION

In addition to the terms and conditions outlined in Schedule 3, all Options are
issued on the condition that the Option can only be exercised if the Option
holder is providing services to the Issuer, its parent or any subsidiary of the
issuer or the parent on the Services Option Exercise Entitlement Date referred
to below.

<TABLE>
<CAPTION>
                                                                                          OPTION
                            SERVICES OPTION                                             EXPIRY DATE
          No.OF           EXERCISE ENTITLEMENT            OPTION EXERCISE         (SEE CLAUSE 11 & 12 OF
         OPTIONS                  DATE                         PRICE                    SCHEDULE 3)
         -------          --------------------            ---------------         ----------------------
<S>                       <C>                             <C>                     <C>
          15000             31 December 1999                   A$0.95                  30 June 2001
          25000               30 June 2000                     A$0.95                  30 June 2001
          35000             31 December 2000                   A$0.95                  30 June 2002
          35000               30 June 2001                     A$0.95                  30 June 2002

</TABLE>


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             SCHEDULE 3 - OTHER TERMS AND CONDITIONS OF THE OPTIONS

1.      ENTITLEMENT

        The Option holder is entitled to subscribe for one fully paid ordinary
        share in the capital of the Company for each Option held.

2.      ISSUE PRICE

          No amount is payable on issue of the Options.

3.      EXERCISE PRICE

        The exercise price of each Option is the exercise price referred to in
        Schedule 2.

4.      OPTION PERIOD

        Each Option may be exercised in whole or in part at any time prior to
        the Option Expiry Date set out below. Any Option that is not exercised
        will automatically expire on the Option Expiry Date.

S.      TRANSFERABILITY

        The Options may not be transferred without the prior consent of the
        Company (which consent will not be unreasonably withheld) and only in
        accordance with the Articles of Association of the Company.

6.      PARTICIPATION IN BONUS ISSUES AND CASH ISSUES

6.1     If the Company makes a bonus issue of shares or other securities
        convertible into ordinary shares pro rata to holders of ordinary shares
        (other than an issue in lieu of dividends or by way of dividend
        reinvestment pursuant to any shareholder election), the Option holder
        will be entitled to participate in such issue, upon exercise of all or
        part of the Options on or before the books closing date for that issue,
        on the same basis as the holders of ordinary shares in the capital of
        the Company.

6.2     If the Company makes an offer to subscribe for cash of ordinary shares
        pro rata to the holders of ordinary shares the Option holder will be
        entitled to participate in such offer, upon exercise of all or part of
        the Options on or before the books closing date for that offer, on the
        same basis as the holders of ordinary shares in the capital of the
        Company.

6.3     The Company must notify the Option holder at least 12 business days
        before the books closing date for determining entitlements to an offer
        referred to in Clauses 6.1 or 6.2 of:

        a)      the proposed terms of the issue of the offer, and

        b)      the right to exercise his Options under Clause 6.1 or 6.2 (as
                the case may be).



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7.      ADJUSTMENTS FOR BONUS ISSUES AND CASH ISSUES

7.1     If the Company is listed on the Australian Stock Exchange and makes an
        offer for cash of ordinary shares pro rata to the holders of ordinary
        shares, the exercise price of each Option shall be reduced by the value
        of the theoretical rights entitlement per cum rights share (E) provided
        that the exercise price of each Option shall not be reduced to less than
        the nominal value of the Company's ordinary shares, where E is
        calculated in accordance with the following formula:

               E = P - (S + D)
                   -----------
                       N + 1

        Where:

        E = theoretical value of the rights entitlement attached to each share
        (quoted cum rights).

        P = the weighted average market price of fully paid ordinary shares of
        the Company sold in the ordinary course of trading on the Australian
        Stock Exchange Limited during the five trading days after the
        announcement of the rights issue

        S = subscription price (application money plus calls) for new shares

        D = any dividends due but not yet paid on existing shares which will not
        be payable in respect of new shares issued under the rights issue

        N = number of cum rights shares required to be held to receive a right
        to one new share

        No change will be made to the number of shares to which the Option
        holder is entitled.

7.2     If the Company makes a bonus issue of shares or other securities
        convertible into ordinary shares pro rata to holders of ordinary shares
        (other than an issue in lieu of dividends or by way of dividend
        reinvestment pursuant to any shareholder election), the number of shares
        issued on exercise of each Option will include the number of bonus
        shares that would have been issued if the Option had been exercised
        prior to the books closing date for bonus shares. No change will be made
        to the exercise price.

8.      RECONSTRUCTION

        In the event of a reconstruction (including consolidation, sub-division,
        reduction or return) of the issued capital of the Company, the number of
        Options or the exercise price of Options or both shall be reconstructed
        (as appropriate) in a manner which would not result in any benefits
        being conferred on the Option holders which are not conferred on
        shareholders (subject to the provisions with respect to rounding of
        entitlements as sanctioned by the meeting of shareholders approving the
        reconstruction of capital) but in all respects the terms for the
        exercise of Options shall remain unchanged.

9.      RANKING OF SHARES ALLOTTED ON EXERCISE OF OPTIONS

        All share allotted pursuant to the exercise of Options will, subject to
        the Memorandum and Articles of Association of the Company, rank in all
        respects (including rights relating to dividends) pari passu with the
        existing ordinary shares of the Company on issue at date of allotment.



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10.     METHOD OF EXERCISE OF OPTIONS

10.1    Options may be exercised by written notice to the Secretary of the
        Company. The exercise notice must specify the number of shares required
        to be allotted, which number must be a multiple of 1,000 if only part of
        the Options are exercised, or if the total number of Options held is
        less than 1,000, then the total of all Options held must be exercised.
        Options will be deemed to have been exercised on the date that the
        application is lodged with the Secretary of the Company.

10.2    The Option holder must pay the exercise price in full to the Company on
        the date of the exercise of the Options.

10.3    The exercise of less than all of the Option holder's Options will not
        prevent the Option holder from exercising an Option in respect of the
        whole or any part of the balance of the entitlement under his remaining
        Options.

10.4    On exercise of the Options the Option holder must surrender his Option
        certificate to the Company in respect of those Options being exercised.

10.5    If the Option holder exercises less than the total number of Options
        then registered in his name:

        a)      The Option holder must surrender his Option certificate to the
                Company, and

        b)      the Company must cancel that Option certificate and issue to the
                holder a new Option certificate in respect of the Option
                holder's unexercised Options.

10.6    Within 10 days of receipt of the application for the exercise of
        Options and payment by the Option holder of the exercise price of such
        Options, the Company must issue and allot to the Option holder the
        number of fully paid ordinary shares in the capital of the Company
        specified in the application.

10.7    If the Company is listed on the Australian Stock Exchange then it will
        as soon as practicable after issue make application for the shares
        issued upon exercise of Options by the Option holder to be granted
        official quotation on the Australian Stock Exchange. The Options are not
        to be listed on the ASX.

11.     COMPULSORY ACQUISITION

        If an entity ("Offeror") serves a notice on the option holder in
        accordance with section 703(4) of the Corporations Law, all options,
        which have not yet vested, become bested on the date that notice is
        served on the option holder.

        All options (including all existing options and all options that have
        been vested by virtue of the preceding paragraph) will lapse on the date
        3 months after delivery of that notice.

        Unless waived by written notice from the Company, the option holder must
        accept an offer to acquire all options which remain unexercised which is
        delivered in accordance with section 703(4) of the Corporations Law.
        This obligation is conditional on the terms offered by the Offeror being
        no less favourable than the offer price paid or payable by the Offeror
        in


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<PAGE>   15


        connection with the acquisition of ordinary shares in the Company under
        the Offeror's take-over scheme or take-over announcement, adjusted to
        reflect the offer for options rather than ordinary shares or on terms
        determined by a Court as contemplated by section 703(8) of the
        Corporations Law".

12.     OPTION EXPIRY DATE

        Subject to clause 11, the Option Expiry Date is the earlier of

        A)      5.00 PM Eastern Australian Standard Time on the day 90 days
                after the Option holder ceases to provide services to the
                Company, its parent or a subsidiary or

        b)      5.00 PM Eastern Australian Standard Time on the option expiry
                date referred to in Schedule 2.

13.     TAXATION

        The Option Holder is exclusively and solely responsible for all and any
        tax that may be payable as a result of the issue and or exercise of the
        Options and or the sale of shares resulting from the exercise of the
        Options. The Issuer makes no warranty or representation in respect of
        any taxation that may be applicable to the issue and or exercise of the
        Options and or the sale of shares resulting from the exercise of the
        Options.

14.     UNEXERCISED OPTIONS

(a)     This clause 14 applies to all Unexercised Options. If there is any
        inconsistency between this clause and the other provisions of these
        Terms and Conditions in respect of the exercise of Unexercised Options,
        this clause prevails to the extent of this inconsistency.

(b)     If, at the time an Unexercised Option is exercised:

        i)      the Company is not listed on ASX; and

        ii)     the Company is a subsidiary of another company (the "Parent
                Company") and

        iii)    the Parent Company is listed on ASX or any Approved Exchange

        the Company may, instead of issuing shares in the capital of the
        Company, elect to have the Parent Company issue one fully paid share of
        common stock in the Parent Company for each Unexercised Option held.

(c)     If the Company makes the election referred to in paragraph (b):

        i)      in lieu of the Option holder's entitlement under clause 1 to
                subscribe for one fully paid ordinary share in the capital of
                the Company for each Option held, the Option holder will be
                issued one fully paid share of common stock of the Parent
                Company for each Unexercised Option held;

        ii)     in lieu of paying the exercise price to the Company in
                accordance with Clause 10.2, the Option holder must pay the full
                exercise price (which would have otherwise been payable to the
                Company) to the Parent Company on the date of exercise of the
                Unexercised Options and the Company is authorised to pay over
                any such moneys received by it to the Parent Company without
                further act or authority of the Option holder; and



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<PAGE>   16


        iii)    within 10 days of receipt of the application for the exercise of
                the Unexercised Options and payment by the Option holder of the
                exercise price of such Options, the Parent Company must issue to
                the Option holder the number of fully paid shares of common
                stock of the Parent Company specified in the application; and

        iv)     to avoid doubt, the Option holder has no entitlement to be
                issued or allotted any shares in the capital of the Company upon
                exercise of the Unexercised Options.

(D)     In this Clause 14:

        "Unexercised Options" means all Options that have been granted but are
        unexercised



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