April 1997



                        BROCKER INVESTMENTS (NZ) LIMITED
                          SALARIED EMPLOYMENT CONTRACT

NAME:                      RICHARD JUSTICE
                        --------------------------------
POSITION:                  CHIEF FINANCIAL OFFICER
                        --------------------------------
RESPONSIBLE TO:            CHIEF EXECUTIVE OFFICER
                        --------------------------------
LOCATED AT:                HEAD OFFICE, AUCKLAND
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                        BROCKER INVESTMENTS (NZ) LIMITED
                          SALARIED EMPLOYMENT CONTRACT

BETWEEN:                BROCKER INVESTMENTS (NZ) LIMITED
                        --------------------------------
AND                     RICHARD JUSTICE
                        --------------------------------
COMMENCEMENT
OF EMPLOYMENT:          1 APRIL 1997
                        --------------------------------

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

A  copy  of  your  job   description  as  attached   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.

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3.   REMUNERATION

(a)  Total package is $146,000 gross per annum.

    (i)   Your base salary is $104,000 gross per annum, reviewed annually.

    (ii)  Variable Component - Where you reach your budgeted targets approved by
          the company,  you will receive $18,000  commission on a monthly and/or
          quarterly basis.

    (iii) Motor  Vehicle  Allowance - You shall  receive an annual Motor Vehicle
          Allowance  to the value of  $24,000  gross  per  annum,  with  company
          fuelcard provided.

(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)  Your variable  component  shall be deposited  into the bank account of your
     choice by direct  credit on the 20th of the month due, or the first working
     day after the 20th.

(c)  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.

(d)  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.

(e)  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.

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(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.

(b)  At the completion of 12 months current continuous employment,  you shall be
     entitled  to an  annual  holiday  of 4  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 5 weeks instead
     of the 4 weeks provided for in (b) above.

7.   SICK LEAVE AND DOMESTIC LEAVE

(a)  From the date of  commencement  you shall be entitled to sick pay of 7 days
     for the following 12 month period and for each  subsequent  year of service
     thereafter.

     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.

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(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.

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.  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.

11.  PARENTAL LEAVE

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

12.  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:

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

     (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.

13.  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.

14.  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 14(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.

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    (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.

15.  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.

16.  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.

17.  VARIATIONS

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

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18.  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.

19.  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 JUSTICE

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

Enclosed:  Job Description
           House Rules