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                                                                   EXHIBIT 10.10


Form:      97-07L                   LEASE            Land Titles Office use only
                                 NEW SOUTH WALES
                             REAL PROPERTY ACT 1900
Licence:   LAW/0537/98                       Do not affix additional pages here:
                                             use the left-hand corner




   STAMP DUTY   Office of State Revenue use only







A) TORRENS      Property leased: if appropriate, specify the part or premises
ITLE            Whole of level 4, 68-72 Wentworth Avenue Surry Hills and being
                part of the premises contained in Folio Identifiers 19/6380
                and 2/536654



B) LODGED BY    LTO Box       Name, Address or DX and Telephone        CODE

                              Reference (optional):                    L

C) LESSOR
                MORUBEN NOMINEES PTY. LTD
                (ACN 001 923 002)

                The lessor leases to the lessee the property referred to above.

D)                   Encumbrances (if applicable):  1 .       2.       3.

E) LESSEE
                CHIP APPLICATION TECHNOLOGIES LIMITED
                (ACN 057 883 333)                       TENANCY:


F)

G)      1.  TERM: Four years

        2.  COMMENCING DATE: 15 December 1999

        3.  TERMINATING DATE: 14 December 2004

        4.  With an OPTION TO RENEW for a period of 4 years set out in
            Clause 16

        5.  With an OPTION TO PURCHASE set out in NIL

        6.  Together with and reserving the RIGHTS set out in ANNEXURE A AND
            SCHEDULE I

        7.  Incorporates the provisions set out in ANNEXURE A AND SCHEDULE 1
            hereto.

        8.  Incorporates the provisions set out in MEMORANDUM filed in the
            Land Titles Office as No. NIL

        9.  I certify that this lease (including any annexure) comprises
            pages numbered in sequence with this form.

            Full name and position:                     Signature:




                                                            LTO use
                                                            Total pages:
All handwriting must be in        PAGE 1 OF 2               Checked by:
block capitals.



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We certify this dealing correct for the purposes of the Real Property Act 1900.
DATE:


Signed in my presence by the lessor who is personally known to me.


THE COMMON SEAL of MORUBEN NOMINEES PTY                        )
LIMITED (A.C.N.001 923 002) is affixed in accordance with its  )
Constitution in the presence of:                               )

Signature of authorised person:                 Signature of authorised person:


Print Name of authorised person:                Print Name of authorised person:


Office held:                                    Office held:


Signed in my presence by the lessee who is personally known to me.


THE COMMON SEAL of CHIP TECHNOLOGIES                           )
LIMITED (A.C.N.            ) is affixed in accordance with its )
Constitution in the presence of:                               )

Signature of authorised person:                 Signature of authorised person:


Print Name of authorised person:                Print Name of authorised person:


Office held:                                    Office held:


I)  STATUTORY DECLARATION

    I solemnly and sincerely declare in respect of every option to renew
    or purchase in Lease No. 2458364 that the time for exercise of the
    option has ended; the lessee under that lease has not exercised the
    option; and a variation of lease extending the term has not been
    entered into. I make this solemn declaration conscientiously
    believing the same to be true and by virtue of the Oaths Act 1900.

                Made and subscribed at                         in the State
    of                                      on
    in the presence of-


Signature of witness:                           Signature of lessor:

Name of witness:

Address of witness:


Qualification of witness:



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                                       "A"
                              TERMS AND CONDITIONS

1.      INTERPRETATION

        The following expressions shall bear the meanings attributed thereto:-

        1.1.    Where there are more than one Lessor and/or Lessee the words
                "Lessor" and/or "Lessee" shall respectively mean and include all
                such Lessors and/or Lessees and each of them and each of their
                executors, administrators and assigns.

        1.2.    The word "premises" shall mean the property hereby referred to
                in the front page thereof with the improvement erected thereon
                described in ITEM 1 of SCHEDULE 1 hereto. The word "building"
                shall mean the whole of the property referred to in ITEM 1 of
                SCHEDULE 1 hereto.

        1.3.    "Lessor's works" shall mean the following:-

                1.3.1.  Strip out false ceiling and make good roof with
                        corrugated panelling painted white.

                1.3.2.  Install air conditioning to the whole of the premises,
                        false ceiling to be fitted in front office to cover air
                        conditioning equipment.

                1.3.3.  Install suspended lighting (similar to level 3 in the
                        building) including lighting in front office ceiling and
                        provide sufficient lighting overall for the Lessee's
                        requirements.

                1.3.4.  Provide all necessary sprinklers and other fire
                        protection equipment in order to satisfy the regulations
                        and Fire Department requirements.

                1.3.5.  Provide all power outlets along perimeter walls (in
                        accordance with specifications provided by the Lessee).

                1.3.6.  Provide power requirements to the computer room at
                        premises (in accordance with specifications provided by
                        the Lessee).

                1.3.7.  Provide power to all columns and cabling to support in
                        excess of 2 double GPO's at each column (if the Lessee
                        requires the sockets on the columns will be
                        repositioned).

                1.3.8.  Repaint all walls and windows white.

                1.3.9.  Buff floorboards of the premises and apply two coats of
                        polish.

                1.3.10. Strip and relacquer all columns

                1.3.11. Refurbish kitchen areas (which will include installation
                        of the hot water service, cupboards, work area, sink,
                        and power points for refrigerator, dishwasher and
                        microwave. Repair/repaint walls and provide suitable
                        floor covering.

                1.3.12. Refurbish toilets (to the same standard as those on
                        Level 3 of the building).

                1.3.13. Refurbish shower facility ensuring the walls around the
                        kitchen/storeroom and toilet areas are to be full
                        height.

                1.3.14. Re-paint foyer

                1.3.15. Repair and repaint lift door.

                1.3.16. Install any panelling or do any work required to cover
                        up services or utilities.



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                                        2

                1.3.17. Ensure power is connected and available to the premises.

                1.3.18. Ensure telephone services (50pr cable) is available for
                        premises.

        1.4.    The words importing the singular or plural number shall include
                the plural and singular number respectively and the words
                importing the masculine gender shall include feminine or neuter
                gender.

        1.5.    Covenants binding more than one Lessee shall be deemed to bind
                them and any two or greater number of them jointly and each of
                them severally.

        1.6.    The word "rent" shall mean the amount of rent payable (in
                respect of the premises) in accordance with ITEM 6 of SCHEDULE 1
                hereto as varied from time to time by the provisions of this
                lease.

        1.7.    The word "Review Date" means the dates specified in the ITEM 5
                of SCHEDULE 1 hereto.

        1.8.    The word "person" includes corporation.

        1.9.    A reference to a party to this lease shall include in the case
                of a natural person a reference to the personal representative
                and assigns and in the case of a corporation a reference to its
                successors and assigns.

        1.10.   The SCHEDULE hereto shall be deemed to form part of the lease.


2.      EXCLUSION OF STATUTORY PROVISIONS

        2.1.    The covenants powers and provisions implied in leases by virtue
                of Sections 84 and 85 of the Conveyancing Act 1919 shall not
                apply in this lease except in so far as the same or some part or
                parts thereof are included in the covenants, powers and
                provisions hereafter set out.


3.      RENTAL AND TERM

        3.1.    Term

                This lease shall be for the term set out in ITEM 3 of SCHEDULE 1
                hereto, commencing and terminating on the dates set out in ITEM
                2 of SCHEDULE 1 hereto AND BEING a date one day following
                completion of the Lessor's works together with such rights in
                common (if any) and subject to such reservation (if any) as
                specified in SCHEDULE 1 hereto.



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                                        3

        3.2.    Rent

                The Lessee shall pay to the Lessor the rent in the manner set
                out in ITEM 6 of SCHEDULE 1 hereto for the term herein provided
                and on and subject to the following covenants, terms, conditions
                and provisions.

        3.3.    Due Date for Payment of Rent

                The rental payable under this lease shall be payable by calendar
                month instalments in advance on the first day of each month and
                every month to the Lessor or to such person, bank, or
                corporation as the Lessor may from time to time in writing
                direct without any deductions and abatement whatsoever and
                whether formally demanded or not.

        3.4.    In the event of the term hereof commencing on a day other than
                the first day of a month the Lessee shall pay to the Lessor in
                respect of the broken periods prior to the first complete month
                of the term hereof and subsequent to the last complete month of
                the term hereof on the first day of each such broken periods a
                proportionate part of the appropriate monthly payment payable on
                account of the annual rent.

        3.5.    Review Of Rental

                The rent is to be reviewed on the rent Review Dates stated in
                ITEM 5 of SCHEDULE 1 hereto and according to the methods as
                stated in ITEM 5 of SCHEDULE 1 and such methods are described as
                follows:

                3.5.1   CONSUMER PRICE INDEX (CPI)

                        If rent is to be reviewed according to the CPI, then the
                        rent will be reviewed according to the following
                        formula:

                                       Rent = R x CP2
                                                CP1

                        "R" is the rent immediately preceding the rent payable
                        by the Lessee for the Lease Year ending on the day
                        immediately preceding the relevant Review Date.

                        "CP2" is the Consumer Price Index - All Groups - Sydney
                        as published by the Australian Bureau of Census and
                        Statistics on the relevant Review Date or (if not
                        published on that day) last published before that date;
                        and

                        "CP1" is the Consumer Price index - All Groups - Sydney
                        as published by the Australian Bureau of Census and
                        Statistics on the previous Review Date (and in the case
                        of the first review, the Commencement date of the said
                        term) or (if not published on that day) last published
                        before that date.



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                                        4

                        IN THE EVENT there is any suspension or discontinuance
                        of the Consumer Price Index at a rent to be mutually
                        agreed upon between the Lessor and the Lessee and in
                        default of agreement the rent to be determined by method
                        known as the Current Market Rent and described below.

                3.5.2.  CURRENT MARKET RENT

                        If the rent is to be reviewed according to the Current
                        Market rent then the following procedures shall apply:-

                        i.      Not earlier than three (3) months before or not
                                later than three (3) months following the Review
                                Date the Lessor may notify the Lessee in writing
                                (the "rent review notice") of the Lessor's
                                assessment of the rent having regard to the
                                current market rent at the Review Date and to
                                the directions herein contained and to apply
                                from that particular Review Date.

                        ii.     Should the Lessee be unable to agree upon the
                                rent specified in the rent review notice, the
                                Lessee must notify the Lessor in writing within
                                fourteen (14) days from the date of service of
                                the rent review notice (and in which respect
                                time is of the essence) that the Lessee requires
                                review of the rent according to this clause.

                        iii.    Unless notice is given by the Lessee within the
                                dispute periods specified herein than the amount
                                stated in the rent review notice shall become
                                the rent reserved by this lease as and from that
                                particular Review Date.

                        iv.     The Lessor shall not by reason of its failure to
                                give notice of its assessment of the rent during
                                the periods specified herein in relation to any
                                Review Date forfeit its rights to have the rent
                                reviewed as from any such Review Date (provided
                                that any such review is undertaken prior to the
                                next immediately following Review Date) and the
                                reviewed rent which should have been paid shall
                                date from and be payable from the particular
                                Review Date and any receipt for the payment of
                                rent at a lesser amount due to the Lessor's
                                failure to review during the period specified
                                herein shall not prejudice the Lessor's right to
                                demand payment thereafter of any additional rent
                                payable by the Lessee as a result of such
                                review.

                3.5.3.  Procedure for Non Agreement of Reviewed Rent

                        Should the Lessee disagree with the Lessor's assessment
                        of the rent notified in the Lessor's rent review notice
                        then the following procedure shall apply:



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                                        5

                        i.      The Lessee shall within fourteen (14) days of
                                service of the rent review notice (in which
                                respect time is of the essence) or within such
                                further period (if any, and in respect of which
                                time shall be of the essence) as the Lessor may
                                in its absolute discretion determine by written
                                notice to the Lessee (the "disputed period")
                                give written notice to the Lessor (the "dispute
                                notice") that the Lessee disputes the rent
                                assessed by the Lessor.

                        ii.     A valuer nominated by either party under this
                                clause shall be a full member of not less than
                                five (5) years standing of the Australian
                                Institute of Valuers and shall be the holder of
                                a licence to practice as a valuer of the kind of
                                premises under this lease and shall have at
                                least three (3) years of experience in valuing
                                such kind of premises and be active in that
                                market at the time of his appointment.

                        iii.    Upon receipt of the dispute notice from the
                                Lessee, the Lessor shall request the president
                                of the Australian Institute of Valuers to make
                                an appointment of the independent valuer (being
                                a valuer provided in this clause and as a
                                condition of his acceptance undertakes to hand
                                down his determination of the rent within
                                twenty-one (21) days of his being instructed to
                                proceed with his determination).

                        iv.     Should it be necessary for the valuer to
                                determine the rent, his determination shall be
                                final and binding on the parties hereto. In
                                considering his determination the valuer shall
                                have due regard to any evidence submitted by the
                                Lessor and Lessee as to their assessment of the
                                rent and the valuer shall give his determination
                                and the reason therefor in writing to the Lessor
                                and Lessee.

                3.5.4.  Provisions for Fixing Current Market Rent

                        i.      If the procedure referred to above is followed,
                                the costs of valuation shall be borne equally
                                between the Lessor and the Lessee

                        ii.     A valuer determining the current market rent
                                shall do on:

                                -       on the basis of a willing but not
                                        anxious Lessor and a willing and not
                                        anxious Lessee.

                                -       taking no account of any goodwill
                                        attributable to any business carried on
                                        by the Lessee in the premises or the
                                        value of the Lessee's goods

                                -       having regard to the terms and
                                        conditions of this lease and in
                                        particular (without limiting the
                                        generality of the foregoing) the period
                                        of time to the next current market



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                                        6

                                        rent determination

                                -       disregarding any deleterious condition
                                        of the premises which results from any
                                        breach of this lease by the Lessee;

                                -       on the assumption that all covenants of
                                        the Lessee and the Lessor in this lease
                                        have been performed,

                                -       having regard to such other matters
                                        which are normal valuation
                                        considerations for such a determination.

                        iii.    Any valuer making a determination shall act as
                                an expert and not as an arbitrator and his
                                determination shall be final

                        iv.     Any acceptance of rent on or after a
                                determination date shall not prejudice the
                                Lessor's rights to demand a payment of any
                                additional rent becoming payable following
                                fixing of the current market rent


4.      OUTGOINGS

        4.1.    The Lessee will pay in addition to the rental payable outgoings
                for the property in accordance with ITEM 11 of SCHEDULE 1
                hereto.

        4.2.    Such amounts shall be notified by the Lessor to the Lessee
                within one month of each Review Date in each year and shall be
                paid by the Lessee to the Lessor within one (1) month of written
                notification.

        4.3.    For the purposes of this clause, "outgoings" means the
                following:

                4.3.1.  All rates and taxes (including land tax on a single
                        holding), charges, assessments, duties and fees of any
                        public municipal, governmental or semi-governmental body
                        authority or department levied, assessed or charged in
                        respect of the building and/or the said land.

                4.3.2.  All insurance premiums payable by the Lessor in respect
                        of the building and the fittings and fixtures of the
                        Lessor therein in their full insurable reinstatement
                        value against fire, flood, lightning, storm and tempest
                        and the Lessor against other risk (referable to the
                        building or the Lessor in relation to the Lessor's
                        ownership or interest in the building) as the Lessor may
                        reasonably deem necessary or desirable including other
                        risks as any head Lessor of the Lessor may request in
                        respect of the building.

                4.3.3.  The cost of all metered services supplied to the
                        building (not including those metered services for the
                        premises) including but without limiting the generality
                        of the foregoing, all charges for trade waste, licence
                        fees, electricity, oil, telephone, sewerage, water
                        services, garbage services and trade waste commercial
                        quality charges



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                                        7

                4.3.4.  The costs of services provided by the Lessor for tenants
                        and other occupants in the building and visitors to the
                        building being those costs for cleaning common areas,
                        telephone lift/fire line, lift maintenance, pest control
                        and security.

5.      DAMAGE OR DESTRUCTION OF PREMISES AND BUILDING

        5.1.    If during the term the premises shall be destroyed or damaged by
                any cause whatsoever so as to render the whole or any part or
                parts of the premises inaccessible or unfit for use and
                occupation, the following provisions shall apply:-

                5.1.1.  Where such destruction or damage is such as to render
                        the repair or reconstruction of the premises impractical
                        in the opinion of the Lessor (such opinion to be
                        reasonably formed)

                        i.      subject to clause 5(a)(ii), the Lessor shall
                                within a reasonable time after the occurrence of
                                such destruction or damage give notice in
                                writing to the Lessee of the Lessor's decision
                                not to effect repair or reconstruction and upon
                                giving such notice this lease shall be
                                determined without compensation to the Lessee
                                and without prejudice to the rights of either
                                the Lessor or the Lessee in respect of any
                                antecedent claim or matter under this lease and
                                without prejudice to the rights of the Lessor in
                                respect of any act or omission of the Lessee,
                                his servants or agents related to such
                                destruction or damage.

                        ii.     if the occurrence of such destruction or damage
                                has been wholly or partly caused by any act or
                                omission of the Lessee his servants or agents
                                and the Lessor's insurance in relation to such
                                destruction or damage has thereby been vitiated,
                                the Lessor shall not be obliged to give notice
                                referred to in the above clause notwithstanding
                                that the Lessor may have decided not to effect
                                repair or reconstruction.

                5.1.2.  Where the Lessor does not give notice in accordance with
                        aforementioned clause and where the occurrence of such
                        destruction or damage has not been wholly caused by the
                        act or omission of the Lessee his servant or agents and
                        the Lessor's insurance in relation to such destruction
                        or damage has not been vitiated, the Lessor shall effect
                        repair or reconstruction as the case requires in a
                        proper and workmanlike manner and with reasonable
                        expedition.

                5.1.3.  Where the occurrence of such destruction or damage has
                        not been wholly caused by any act or omission of the
                        Lessee, his servants or agents and the Lessor's
                        insurance in relation to such destruction or damage has



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                                        8

                        not been vitiated by any such act or omission, then
                        immediately following the occurrence of such destruction
                        or damage the payment of rent and any other periodical
                        payments payable by the Lessee under this lease shall
                        abate as to the whole (where the premises are rendered
                        inaccessible or wholly unfit for use or occupation by
                        the Lessee) or as to a proportion (where the premises
                        are rendered partly unfit for occupation or use by the
                        Lessee) according to the extent and nature of such
                        destruction or damage and the effect thereof upon the
                        Lessee's use or occupation of the premises for the
                        period during which the premises shall remain
                        inaccessible unfit for use and occupation by the Lessee.
                        IN THE EVENT of a difference arising between the Lessor
                        and the Lessee as to the extent, nature or period of
                        such destruction or damage or as to the effect thereof
                        on the Lessee's access, use or occupation of the
                        premises or as to the proper proportion of the rent to
                        be so abated such difference shall be determined by a
                        member of the Australian Institute of Valuers & Land
                        Economists (Inc) (NSW Division) (or its successor)
                        appointed by the President for the time being of the NSW
                        Division of the said Institute (or its successor) and
                        the person so appointed shall in making his
                        determination act as an expert and not as an arbitrator
                        and his determination shall be borne equally by the
                        Lessor and Lessee and, save as aforesaid, the Lessee
                        shall have no claim against, the Lessor for any
                        compensation of any kind whatsoever in respect of any
                        such destruction or damage.


6.      TAKING OF PREMISES FOR PUBLIC PURPOSES

        6.1.    If the building or premises is taken for any public purpose, the
                Lessee shall have no claim against the Lessor by reason of such
                taking.


7.      USE OF THE PREMISES

        7.1.    Permitted Use

                Not without the prior written consent of the Lessor, the Lessee
                shall not use or permit to be used the whole or part of the
                premise other than as set out in ITEM 7 of SCHEDULE 1 hereto

        7.2.    Save as expressly permitted and set forth in ITEM 7 of SCHEDULE
                1 hereto not to carry on or permit to be carried on upon the
                premises or any part thereof any noisy, hazardous or offensive
                business trade or occupation nor create or permit any nuisance
                thereon or in or upon any part of the premises nor do nor suffer
                to be done any act matter or thing which shall or may be an
                annoyance inconvenience or disturbance to the occupiers or
                owners of adjoining lands or premises or the neighbourhood nor
                use nor allow the premises or any part thereof to be used for
                any purpose of an illegal or improper nature or injurious to the
                reputation of the parties hereto or the said building



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                                        9

        7.3.    The Lessee shall be responsible at the cost and expense of the
                Lessee for the usage of the premises in complying with any Act
                or Acts now or at anytime during the term of this lease as are
                in force in New South Wales and/or the Commonwealth and all
                ordinances, regulations, orders, fines or notices of any person
                or body having jurisdiction or authority in respect of the
                premises or the use thereof where such provision or obligation
                relates to or arises out of the use to which the premises are
                put by the Lessee or the manner in which the Lessee uses or
                occupies the premises.


8.      COVENANTS OF THE LESSEE ALTERATIONS, REPAIRS, MAINTENANCE ETC.

        The Lessee covenants as follows:

        8.1.    Alterations

                8.1.1.  The Lessee shall not paint, drill, cut, injure or deface
                        any of the walls or partitions of the premises or any of
                        the Lessor's fixtures, fittings, chattels and effects
                        and not to make or permit to be made any alterations or
                        additions whatsoever in or to the premises or any part
                        thereof WITHOUT the written consent of the Lessor and
                        then only at the Lessee's own cost and expense and in
                        accordance with plans and specifications previously
                        approved in writing by the Lessor or a representative of
                        the Lessor. Such consent shall not be unreasonably
                        withheld but it shall be a condition of such consent
                        that the Lessee obtain and comply with any necessary
                        permits, regulations or orders from any authority. In
                        the event of any structural alterations involving
                        removal of walls or windows that the Lessee shall if
                        required on the determination of the tenancy restore the
                        premises to their original condition. The Lessee shall
                        also be liable to make good any damage done to any part
                        of the premises or adjacent premises occasioned by any
                        alterations so made;

                8.1.2.  Any such work that is approved shall be carried out in a
                        proper and workmanlike manner and in accordance with the
                        requirements of any local government or other authority
                        having jurisdiction or control in respect of such work
                        and in carrying out such work the Lessee shall ensure
                        that a minimum amount of disturbance an inconvenience is
                        caused to any occupier, tenant or owner of nearby
                        premises

        8.2.    Exterior Advertising:

                The Lessee shall not paint on or affix any such sign or
                advertisement without first obtaining the consent of the Lessor,
                such consent not to be unreasonably withheld. On the expiration
                or sooner determination of the term hereby granted, the Lessee
                must fully remove and/or completely delete all lettering and any
                other



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                                       10

                distinctive marks or signs put by or for the benefit of the
                Lessee in any part of the premises and from all other parts of
                the said building and to reinstate the premises and all damage
                or injury as may unavoidably be done and in default to pay to
                the Lessor such costs as may be reasonably incurred to restore
                the premises and such other parts of the said building to the
                original condition;

        8.3.    Replace Broken Windows and Glass

                To replace all windows and other glass in the premises which may
                be broken from any cause whatsoever during the said term with
                glass of the same quality as that which may be broken and to
                make good all loss and damage to the premises sustained as a
                result of burglary or attempted burglary on the premises;

        8.4.    Cleanliness of premises and building

                To keep the interior glass windows and the interior of the
                premises at all times cleaned in a proper and workmanlike manner
                and to keep all waste matter and rubbish in bins and to keep the
                premises and appurtenances thereto clean and free of all
                rubbish, rodents, vermin and pests;

        8.5.    Animals

                Not to keep any animals or birds on the premises.

        8.6.    Overloading of floors

                Not to bring upon the premises any heavy machinery, equipment,
                safe or other heavy material not reasonably necessary or proper
                for the conduct of the Lessee's use of the premises as herein
                provided and in no event shall such machinery plant equipment or
                safe be of such size or nature power or weight as to cause or in
                the reasonable opinion of the Lessor be likely to cause any
                structural or other damage to the floor, walls or other parts of
                the premises and building. the Lessee must inform the Lessor
                before bringing in such machinery plant equipment or safe of
                such intention and then to install the same in such location as
                the Lessor shall direct. The Lessee shall make good at the cost
                and expense of the Lessee any damage to the building by the
                installation and removal of such machinery plant equipment or
                safe in and from the premises;

        8.7.    Repair and Repainting

                The Lessee shall during the term keep the premises in good and
                substantial repair and at the expiration or sooner determination
                of the term shall peaceably surrender and yield up the premises
                to the Lessor in good and substantial repair (having regard to
                the condition of the premises at the commencement of the term),
                reasonable wear and tear and damage by fire, lightning, flood,
                storm, tempest or explosion only excepted. The Lessee shall also
                (without limiting the generality of the foregoing) during the
                last year of this lease or the last year of



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                                       11

                any Renewed Lease howsoever terminating at his own expense and
                in a proper and workmanlike manner with materials and to a
                specification to be approved by the Lessor in writing (such
                approval not to be unreasonably withheld) paint such parts of
                the premises as were painted at the commencement of the term.

        8.8.    Enter and View

                8.8.1.  The Lessor (and power is hereby given accordingly ) its
                        servants or agents upon giving the Lessee reasonable
                        notice may enter upon the premises to examine and view
                        the state and condition thereof the premises for any
                        defects, wants, state of repair for which the Lessee is
                        liable hereunder and may by notice in writing serve on
                        the Lessee requiring the Lessee to repair or make good
                        any such defects, wants, repair and/or breach(s) of
                        covenants.

                8.8.2.  The Lessee shall repair and make good the premises under
                        such notice in accordance with the time stipulated and
                        that in default of the Lessee making good the premises
                        under the notice, it shall be lawful but not obligatory
                        on the Lessor (without prejudice to the right of
                        re-entry hereinafter contained and without prejudice to
                        any other of the powers or remedies herein contained or
                        implied) after having reasonable notice to enter upon
                        the premises with servants workmen and appliances and to
                        make good such defects and wants or repair and comply
                        with such covenants so broken as aforesaid at the
                        expense of the Lessee in all respects and to recover all
                        moneys expended for such purposes or any of them as if
                        the same had been rent in arrears reserved by this lease
                        or money paid by the Lessor at the request of and on
                        behalf of the Lessee.

        8.9.    Enter and Repair

                The Lessor or his servant or agents may at all reasonable times
                and with reasonable notice during the term and with all
                necessary materials and appliances enter the premises for the
                purpose of carrying out any alterations or repairs for which the
                Lessee may not be liable under this lease or being liable shall
                neglect to do or which the Lessor is of the opinion necessary or
                desirable to do or for the purpose of complying with any
                legislation affecting the building or the premises or with any
                notice served by any authority whatsoever having jurisdiction
                over in respect of the building or premises involving the
                carrying out of cleansing, alterations, repairs or work or for
                the purpose of exercising the powers and authorities of the
                Lessor under this lease PROVIDED THAT such cleansing,
                alterations, repairs or work shall be carried out without
                disturbance unnecessary interference with the occupation and use
                of the premises by the Lessee.

        8.10.   Cost of Repairs

                The Lessee shall (to the extent to which the Lessee may be
                liable in respect



<PAGE>   14

                                       12

                thereof under the terms of this lease) pay to the Lessor on
                demand all moneys expended by the Lessor in making and executing
                any such cleansing, alterations, repairs or work as referred to
                in this lease and in default of such payment by the Lessee, the
                same shall be recoverable as rent in arrears.

        8.11.   Notice of damage

                The Lessee must give notice to the Lessor promptly of all
                structural imperfections and/or damage which may appear in the
                premises.

        8.12.   Compliance with Statutes etc

                8.12.1. To duly comply at the Lessee's own expense with the
                        provisions of the Local Government Act or any statutory
                        re-enactment modification or amendment of any regulation
                        issued thereunder and any Commonwealth or State
                        enactment or regulations notices directions orders
                        requirements or demands of any Government Municipal or
                        other authority and Fire Brigades Board affecting the
                        premises and to keep the Lessor indemnified in respect
                        of any breach thereof PROVIDED ALWAYS that the Lessee
                        shall not be required hereby to perform or carry out
                        structural work unless the same be required by reason of
                        the number persons using the premises or the nature of
                        the business carried on in the premises and which would
                        not be required were the premises put to other uses.

                8.12.2. The Lessee must obtain the consent of any planning
                        authority which may be required for the Lessee to carry
                        on its business in the premises and the failure of the
                        Lessee to obtain any such consent shall not relieve the
                        Lessee of its obligation to pay rent and otherwise to
                        observe and fulfil its obligations hereunder.

        8.13.   Pests

                The Lessee shall take all reasonable precautions to keep the
                premises free from rodents, vermin, insects and the like and in
                the event of his failure to do so, the Lessor, at the cost of
                the Lessee employ pest exterminators to eradicate the same and
                such cost shall be recoverable as rent in arrears.

        8.14.   Misuse of services

                To indemnify and keep the Lessor indemnified from all loss and
                damage to the premises or any part thereof caused by the
                negligent use or mis-use waste or abuse by the Lessee or his
                servants agents invitees or licensees of the gas, electricity,
                water, sanitary or other apparatus now installed in or serving
                or which may be hereafter installed and serve the demised
                premises or any part of the said building and to give to the
                Lessor prompt notice of any accidents to or defects in the pipes
                wiring or fittings thereof.



<PAGE>   15

                                       13

        8.15.   Appurtenances

                From time to time throughout the said term, at the Lessee's own
                cost and expense without being thereinto specifically requested
                to repair maintain and keep the premises and all additions
                thereto including all gas electricity water sanitary or other
                apparatus now installed in or serving or which may hereafter be
                installed AND keep the same cleaned and in good substantial
                order and condition AND to pay the cost of all cleaning relative
                thereto caused by any stoppage and to make all necessary repairs
                renovations and amendments to the premises when where and as
                often as the same shall be requisite by fair wear and tear, Act
                of God and accidental fire always excepted and the premises and
                things so repaired cleaned maintained amended and kept at the
                end or sooner determination of the said term to yield up unto
                the Lessor together with all additions and improvements made by
                the Lessor thereto in the meantime and with all locks keys and
                fastenings of the premises complete.

        8.16.   Environmental Legislation

                The Lessee must comply with all provisions of and the
                requirement made pursuant to any subsequent environmental
                legislation, regulation or by-law affecting the premises

        8.17.   Legal Costs in Litigious Matters

                The Lessee must pay on demand by the Lessor all legal fees (as
                between solicitor and client) and disbursements incurred by the
                Lessor in respect of the Lessor, without fault on its part,
                being a party to any litigation commenced by or against the
                Lessee (other than litigation between the Lessor and Lessee) and
                arising directly or indirectly out of the Lessee's occupancy of
                the premises

        8.18.   Inclusions

                The Lessee must properly maintain all inclusions in ITEM 8 of
                SCHEDULE 1 hereto

        8.19.   Unpaid Gas, Electricity etc

                The Lessee must pay all gas, electricity or other metered rents
                in connection therewith and all garbage removal charges AND
                should the Lessee neglect to pay for same, the Lessor in his
                absolute discretion may pay for the same and immediately upon
                paying for the same be entitled to recover the amount from time
                to time so paid from the Lessee as if such amount were rent in
                arrears.

        8.20.   Chemicals, Gas and Heating

                Not, without the written consent of the Lessor, to use
                chemicals, burning fluids, acetylene gas or alcohol in lighting
                or heating the premises other than in the



<PAGE>   16

                                       14

                ordinary course of its business

        8.21.   Auction Sales

                Not to carry on or permit to be carried on or be privy to any
                sale by auction on the premises or any party thereof

        8.22.   Overloading of Services

                Not to interfere with or overload any electrical mechanical or
                drainage service forming part of or used in connection with the
                premises

        8,23.   Misuse of apparatus

                Not to misuse the fire alarm systems and extinguishers the
                electrical fittings and apparatus or the sinks wash basins,
                water closets and other water services of or belonging to or
                used in connection with the premises and not to throw or place
                in any sweepings tea leaves rubbish bags ashes or other
                unsuitable substances and to pay for any damage which may result
                to any such apparatus by misuse thereof.

        8.24.   Replacement of Bulbs etc

                To replace at the Lessee's expense all broken or faulty light
                bulbs and fluorescent tubes and to condensers in the premises

        8.25.   Source of Light and Power

                Not to use any form of light power or heat other than electrical
                current or gas supplied through the metered services.

        8.26.   Security

                To cause all exterior doors and windows in the premises to be
                securely locked and fastened at all times when the premises are
                not being used and the Lessee authorises the Lessor and its
                agent from time to time to enter the premises for the purposes
                of locking any such door or window left unlocked or unfastened

        8.27.   Removal of Lessee's Chattels

                8.27.1. The Lessee may at or prior to the expiration of this
                        lease at the cost and expense of the Lessee take, remove
                        and carry away from the premises all fixtures, fittings,
                        chattels, plant, equipment or other articles upon the
                        premises in the nature of trade or tenant's fixtures
                        brought upon the premises by the Lessee but the Lessee
                        shall in removing such fixtures not damage the premises
                        and shall make good any damage which the Lessee may
                        occasion thereto and shall remove all rubbish and shall
                        leave the


<PAGE>   17

                                       15

                        premises in a clean state and condition.

                8.27.2. In the event that the Lessee does not remove and carry
                        away any such fixtures, fittings, plant, equipment or
                        other articles at or prior to the determination of this
                        lease, the Lessor may, at the expense of the Lessee,
                        remove and dispose of the same and any such fixtures,
                        fittings, plant, equipment or other articles not so
                        removed by the Lessee by the date of determination of
                        this lease shall become the property of the Lessor.


9.      ASSIGNMENT, UNDERLETTING, ETC.

        9.1.    The Lessee shall not at any time or times to mortgage, license,
                sub-let, assign, transfer, dispose of or otherwise part with the
                possession of the premises or any part thereof for the whole or
                any part of the said term or permit or suffer the same to be
                done PROVIDED THAT the Lessee may assign or transfer the lease
                of the whole of the premises subject to the Lessee obtaining (on
                each and every occasion) the prior written consent of the Lessor
                and such consent to a proposed assignment sub-letting or
                transfer only and of the whole of the premises only shall not be
                unreasonably withheld or refused IF:-

                9.1.1.  the Lessee gives two (2) weeks notice in writing of his
                        desire to so assign or transfer, AND

                9.1.2.  the Lessee shall have duly performed and observed all
                        the covenants conditions and stipulation on the part of
                        the Lessee herein contained AND

                9.1.3.  the Lessee proposes to assign or transfer to the
                        transferee who prior to any such assignment or
                        transfer:-

                        i.      proves to the satisfaction of the Lessor that he
                                is a respectable, responsible, solvent and
                                suitable person or if the transferee is a
                                company, the Lessee shall provide to the Lessor
                                such financial statements and records of the
                                transferee as the Lessor or the Lessor's
                                solicitor deems appropriate to determine the
                                solvency or otherwise of the transferee, and

                        ii.     enters into a covenant with the Lessor in the
                                form required by the Lessor that he will duly
                                perform and keep the covenants and agreements on
                                the Lessee's part herein contained, and

                        iii.    if the proposed transferee is a company,
                                furnishes to the Lessor such guarantee or
                                guarantees of the performance of the Lessee's
                                obligations under this lease as the Lessor or
                                the Lessor's solicitor shall require, and

                        iv.     the Lessee pays to the Lessor the reasonable
                                cost and disbursements of the Lessor of and
                                incidental to the giving of the consent, and

                        v.      the Lessee enters into a deed in the form
                                required by the Lessor under which he releases
                                the Lessor from all claims which the



<PAGE>   18

                                       16

                                Lessee then has, or may thereafter have against
                                the Lessor under or in any way arising from this
                                lease.

        9.2.    Where the Lessee is a corporation (other than a listed public
                company) any change in the principal shareholding thereof or any
                change in the principal shareholding of any holding company of
                the Lessee which alters the effective control of the Lessee
                shall (for the purposes of this clause) be deemed an assignment
                of this lease and shall require consent of the Lessor as
                required under this lease.

10.     COVENANTS BY THE LESSOR:

        The Lessor HEREBY COVENANTS with the Lessee:-

        10.1.   Peace, Quiet and Enjoyment of the Premises

        That upon the Lessee paying the rent payable pursuant to the lease and
        duly and punctually performing the convents, conditions and stipulation
        hereinbefore contained in this lease on the part of the Lessee to be
        observed and performed, and the right of termination or re-entry not
        having arisen as hereinafter provided, shall and may peaceably and
        quietly hold and enjoy the premises and the inclusions referred to in
        ITEM 8 of SCHEDULE I hereto during the term hereby granted without any
        unreasonable disturbance or interruption by the Lessor or any person
        rightfully claiming under or in trust for the Lessor.

        10.2.   Lessor's Works

        Prior to the Commencement Date of this Lease the Lessor shall perform
        the Lessor's Works as defined, in a proper and workmanlike manner and
        with reasonable expedition.

        10.3.   Maintenance

        The Lessor will maintain the building (in particular the entrance foyer
        area) and the premises in good repair, having regard to the condition of
        the building and the premises at the Commencement Date of this Lease and
        subject to fair wear and tear.

11.     INSURANCES

        The Lessee further covenants with the Lessor that

        11.1.   Public Risk Insurance

                The Lessee shall at its own risk and cost effect and at all
                times keep in full force a policy of Public Risk insurance with
                respect to the premises of the business



<PAGE>   19

                                       17

                carried on in the premises in which limits that Public Risk
                shall not be less than $10,000,000.00 as the amount payable
                arising out of any one single accident or event. The policy
                shall name the Lessor, as owner and any person designated by the
                Lessor as mortgagee or otherwise, and the Lessee as tenant. The
                Lessee shall deliver to the Lessor on demand, a copy of the
                policy and a current certificate of insurance.

        11.2.   Fixtures, Stock and Plate Glass

                The Lessee shall, where relevant, effect and at all times during
                the term maintain the following policies of insurance in the
                name of the Lessee noting the interest of the Lessor:-

                11.2.1. in respect of all the Lessee's fixtures and fittings
                        materials and goods other than stock-in-trade (whether
                        owned or leased or hired by the Lessee) for their full
                        replacement value a reinstatement and replacement policy
                        against fire and extraneous risks including storm
                        tempest, rain water and other water damage, flood,
                        riots, strikes, malicious damage, concussion, explosion,
                        impact by vehicles or aircraft and including (where
                        applicable) extra cost insurance with a reasonable sum
                        for the removal of debris and against such other risks
                        as may from time to time be agreed upon.

                11.2.2. in respect of stock-in-trade for the current value a
                        fire policy against the same risks as aforementioned.

                11.2.3. in respect of plate glass windows, doors and showcases
                        for their full replacement value against the risk of
                        breakage and damage

                and the Lessee shall pay all premiums and stamp duty in respect
                of and for the renewal of the said policies as they fall due and
                as often as any of the property insured under any such policy
                shall be destroyed or damaged, the Lessee shall at his own
                expense, expeditiously repair or replace (as shall be
                appropriate) such property to the satisfaction of the Lessor
                (who shall act reasonable in this regard) and the proceeds which
                shall be recovered or received for or in respect of such
                insurance shall be paid out and expended in repairing or
                replacing (as shall be appropriate) such property as shall be
                destroyed or damaged

        11.3.   Lessee Not to Void Insurance

                11.3.1. The policies referred to in this clause shall contain a
                        provision that the insured shall not cancel or change
                        the insurance without giving to the Lessor ten (10) days
                        prior written notice.

                11.3.2. The Lessee will not to do or permit or suffer to be done
                        any act matter or thing whereby the insurance in respect
                        of the premises or of the building of which it forms
                        part may be vitiated or rendered void or voidable or



<PAGE>   20

                                       18

                        (except with the prior approval in writing of the
                        Lessor) whereby the premium on any such insurance shall
                        be liable to be increased. The Lessee shall pay all
                        extra premiums if any required on account of extra risk
                        caused by the use to which the premises are put by the
                        Lessee or by bringing or keeping on the premises any
                        material or substance;

        11.4.   Insurance Company

                All policies of insurance liable or required to be effected by
                the Lessee whether in respect of the property or risk either of
                the Lessor or Lessee shall be taken out with an insurance
                company approved by the Lessor which approval shall not be
                unreasonably withheld

        11.5.   Production of Policies

                The Lessee shall in respect of any policy of insurance to be
                effected by the Lessee if required by the Lessor forthwith
                produce to the Lessor any such policy of insurance and the
                receipt for the last premium


12.     INDEMNITIES

        12.1.   The Lessor shall not be liable or in any way responsible to the
                Lessee or to any licensee or to any other person for injury,
                loss or damage which may be suffered or sustained to any
                property or by any person on the premises howsoever occurring
                except any injury, loss or damage suffered as a result of any
                negligent act or omission of the Lessor PROVIDED HOWEVER that
                notwithstanding anything hereinbefore contained, the Lessor
                shall not be liable for any damage to stock, goods, furniture or
                effects of the Lessee or any licensee or any other person
                arising from the overflow of water, sewerage or any other matter
                which may leak on to or issue from any part of the premises or
                from any part of the property of the Lessor.

        12.2.   The Lessee agrees to occupy and use the premises at the risk of
                the Lessee and, in the absence of any negligence on the part of
                the Lessor, the Lessor shall not in any circumstances be liable
                to the Lessee for any loss or damage suffered by the Lessee for
                any malfunction, disconnection, failure to function or
                interruption of or to the water, gas or electricity services,
                air conditioning equipment, fire equipment or blockage of any
                sewers, wastes, drains, gutters, downpipes or stormwater drain
                for any cause whatsoever or any other interference with or
                interruption of any services that may now or hereinafter be
                available in respect of the premises.

        12.3.   The Lessee shall indemnify and hold indemnified the Lessor from
                and against all actions, claims, demands, damages, cost and
                expenses which the Lessor may sustain or incur or for which the
                Lessor may become liable whether during or after the term in
                respect of the use of the premises by the Lessee or any servant,



<PAGE>   21

                                       19

                agent, sub-tenant, licensee (or other person claiming through or
                under the Lessee) whilst the Lessee is in possession of the
                premises.

13.     DEFAULT, TERMINATION, ETC

        13.1.   Re-entry by Lessor

                In the case that:

                13.1.1. rent or outgoings remain in arrears and unpaid for the
                        fourteen (14) days next after the due date as detailed
                        in ITEM 6 of SCHEDULE I hereto (whether demanded or not)

                13.1.2. the Lessee sublets or assigns the premises without the
                        consent of the Lessor

                13.1.3. the Lessee neglects and breaches the covenants contained
                        in the clause in relation to the use of the premise

                13.1.4. the Lessee fails to make good within time any repairs or
                        alterations properly required by the Lessor specified
                        under notice

                13.1.5. the Lessee being an individual becomes bankrupt

                13.1.6. the Lessee being a company is declared insolvent or
                        enters voluntary liquidation or placed in receivership
                        or under official management.

                then and in any of the said cases the Lessor may, if it so
                elects, immediately or later and without notice or demand
                re-enter the premises or any part thereof and thereby determine
                the estate and interest therein of and expel and remove the
                effects of the Lessee and those claiming under the Lessee
                without being guilty of any manner of trespass and thereupon
                this lease shall determine and cease and to this end all terms
                in relation to breaches under this clause are essential.

        13.2.   No Consent or Waivers

                In respect of the Lessee's obligation to pay rent, the
                acceptance by the Lessor of arrears or of any late payment of
                rent or of part payment of rent shall not constitute a waiver of
                the essentiality of the Lessee's obligation to pay rent in
                respect of those arrears or of the late payments or in respect
                of the Lessee's obligation to pay rent during the term.

        13.3.   Lessor Entitlement to Compensation/Damages

                13.3.1. The Lessee covenants to compensate the Lessor in respect
                        of any breach of an essential term of this lease and the
                        Lessor is entitled to recover damages from the Lessee in
                        respect of such breaches. The Lessor's



<PAGE>   22

                                       20

                        entitlement under this clause is in addition to any
                        other remedy or entitlement to which the Lessor is
                        entitled (including to terminate the lease)

                13.3.2. In the event that the Lessee's conduct (whether act or
                        omissions) constitutes a repudiation of this lease (or
                        of the Lessee's obligation under this lease) or
                        constitutes a breach of any lease covenants, the Lessee
                        covenants to compensate the Lessor for the loss or
                        damage suffered by reason of the repudiation or breach

                13.3.3. The Lessor's entitlement to recover damages shall not be
                        affected or limited by any of the following:

                        i.      If the Lessee shall abandon or vacate the
                                premises

                        ii.     If the Lessor shall elect to re-enter or
                                terminate the lease

                        iii.    If the Lessor shall accept the Lessee's
                                repudiation

                        iv.     If the parties conduct shall constitute a
                                surrender by the operation of law

                13.3.4. The Lessor shall be entitled to institute legal
                        proceedings claiming damages against the Lessee in
                        respect of the entire term of the lease including the
                        period before and after any abandonment or vacation of
                        the premises, any re-entry or termination, any
                        repudiation or acceptance of repudiation or surrender by
                        operation of law, whether the proceedings are instituted
                        either before or after any abandonment or vacation of
                        the premises, any re-entry or termination, any
                        repudiation or acceptance of repudiation or surrender by
                        operation of law.

        13.4.   Remedy of Default by the Lessor

                Where the Lessee has failed to comply with a Notice to remedy a
                default the Lessor may without prejudicing any rights that may
                accrue under this lease, but shall not be obliged to, remedy at
                any time without notice any default by the Lessee under this
                lease and whenever the Lessor so elects all costs and
                disbursements incurred by the Lessor (including legal costs and
                expenses) in remedying a default shall constitute a liquidated
                debt and shall be paid by the Lessee to the Lessor on demand

        13.5.   Interest on Monies Overdue

                Without prejudice to any rights powers or remedies otherwise by
                this lease conferred on the Lessor to pay to the Lessor interest
                at the then Westpac Corporation Bank Bill rate plus 2% per
                annum, calculated on a daily basis, on any moneys due and
                payable by the Lessee to the Lessor on any account whatsoever
                pursuant to the provisions of this lease but unpaid from the due
                date for payment. Such interest is to be calculated from the due
                date for payment of the moneys in respect of which interest is
                chargeable in accordance with the



<PAGE>   23

                                       21

                provisions of this lease until the moneys have been paid in full
                and shall be recoverable as rent in arrears.

        13.6.   Lessor's election for monthly tenancy upon default

                13.6.1. Where the Lessee continues to be in default according to
                        this lease after having been given reasonable notice to
                        remedy such default, the Lessor may (without prejudicing
                        any of its rights against the Lessee that may accrue
                        under this lease), with notice in writing elect for this
                        lease to become a monthly tenancy. Such tenancy shall be
                        subject to the covenants, terms and conditions hereof as
                        a monthly tenant at a monthly rental equal to one (1)
                        month's proportion of the annual rent payable
                        immediately prior to the expiration of this lease.

                13.6.2. If the Lessor makes an election under this sub-clause,
                        the monthly tenancy is determinable at the will of the
                        Lessor by one (1) month's notice in writing to the
                        Lessee other expiring on any day of the week.

        13.7.   Lessor to Mitigate Damages

                13.7.1. In the event of the Lessee vacating the premises,
                        whether with or without the Lessor's consent, the Lessor
                        shall be obliged to take reasonable steps to mitigate
                        the damages and to endeavour to lease the premises at a
                        reasonable rent and on reasonable terms.

                13.7.2. The Lessor's entitlement to damages shall be assessed on
                        the basis that the Lessor should have observed the
                        obligation to mitigate damages contained in this
                        sub-clause.

                13.7.3. The Lessor's conduct taken pursuance of the duty to
                        mitigate damages shall not by itself constitute
                        acceptance of the Lessee's breach or repudiation or a
                        surrender by operation of law.


14.     SECURITY DEPOSIT

        14.1.   The Lessee must pay to the Lessor the amounts referred to in
                ITEM 10 of SCHEDULE 1 hereto by way of a Bank Guarantee

        14.2.   If the rent is increased, the Lessee must ensure that the amount
                guaranteed is increased to be equivalent to the percentage
                increase in the rent.

        14.3.   The Bank Guarantee is required as security for the payment by
                the Lessee of the rent, Outgoings and any other money due from
                time to time by the Lessee to the Lessor, under and pursuant to
                or incidental to any one or more of the covenants, terms and
                conditions of this lease and for the due and punctual observance
                and performance of all the covenants, terms and conditions on
                the Lessee's part in



<PAGE>   24

                                       22

                this lease to be observed and performed.

        14.4.   The Bank Guarantee will be held by the Lessor.

        14.5.   If any money is over due and unpaid, the Lessor may in its
                discretion call upon, appropriate and apply the whole or any
                proportion of the Bank Guarantee to the payment of such overdue
                and unpaid monies.

        14.6.   If at any time the Lessee fails to duly and punctually observe
                and perform any of its covenants, terms and conditions of this
                lease, the Lessor may in its absolute discretion appropriate and
                apply so much of the Bank Guarantee as may be necessary in the
                opinion of the Lessor to compensate the Lessor for any loss
                and/or damages sustained or suffered by the Lessor by reason of
                any such default or breach.

        14.7.   Any such appropriation by the Lessor of the Bank Guarantee or
                part thereof shall not be deemed and shall not operate to waive
                any default or breach by the Lessee.

        14.8.   If the Bank Guarantee is appropriated by the Lessor, then the
                Lessee shall forthwith upon demand by the Lessor pay to the
                Lessor the amount of the sum so appropriated.

        14.9.   The Lessor must account to the Lessee for the Bank Guarantee
                upon the later of the Lessee vacating the premises or the
                covenants, terms and conditions of this lease no longer applying
                to the Lessee and so much of the Bank Guarantee which has then
                not been appropriated by the Lessor shall be refunded to the
                Lessee.


15.     MISCELLANEOUS PROVISIONS:

        15.1.   No premium upon granting lease

                It is mutually agreed and declared that no premium or other
                consideration has been paid or is payable by the Lessee to the
                Lessor in the consideration of the granting of this lease.

        15.2.   Costs of Lease

                The Lessee shall pay all legal costs, stamp duties, charges,
                expenses and payments which may be incurred or made by the
                Lessor in relation to the application by the Lessee for consent
                to an assignment or sub-letting of this lease or in the exercise
                or enforcement or attempted exercise or enforcement of any power
                right or remedy conferred upon the Lessor by this lease or which
                the Lessor may in any way incur owing to default in payment of
                any money herein reserved or the breach of any covenant or
                condition herein contained or implied.



<PAGE>   25

                                       23

        15.3.   Inspection by Prospective Lessees

                If the option to renew contained in Clause 16 is not exercised
                the Lessee shall at all reasonable times permit the Lessor or
                the Lessor's agents during the three (3) months immediately
                preceding the determination of the said term to affix and retain
                without interference upon any part of the premises a notice for
                re-letting the same and to permit persons in the company of the
                Lessor or the Lessor's agents at reasonable times of the day to
                view the premises.

        15.4.   Notices

                15.4.1. Any notice or other document or writing served or given
                        by the Lessor under this lease shall be valid and
                        effectual if served or given under the hand of the
                        Lessor (being an individual) or under the common seal of
                        the Lessor or under the hand of any director or attorney
                        or manager or secretary for the time being of the Lessor
                        (being a company).

                15.4.2. Without prejudice to any other means of giving notice,
                        any notice or other document required to be served may
                        be served upon the Lessee by mailing the same in a
                        properly stamped envelope addressed to the Lessee at the
                        premises or by leaving the same at the premises and any
                        such notice or other document or writing shall when
                        given by post be deemed to have been served at the time
                        when the same would normally be delivered in the
                        ordinary course of the post.

        15.5.   Holding Over

                Should the Lessee continue to occupy the premises beyond the
                expiration of the term of this lease with the consent of the
                Lessor, it shall do so on and subject to the covenants, terms
                and conditions hereof as a monthly tenant only at a monthly
                rental equal to one (1) month's proportion of the annual rent
                payable immediately prior to the expiration of this lease or
                such further lease (as the case may be) payable monthly in
                advance such tenancy being determinable at the will of either
                the Lessor or the Lessee by one (1) month's notice in writing to
                the other expiring on any day of the week.

        15.6.   Alteration to the Building

                The Lessor has the right from time to time improve, extend, add
                or to reduce the building in any manner whatsoever or deal with
                the building PROVIDED THAT in exercising such right the Lessor
                will not unreasonably detrimentally effect the Lessee's use of
                the premise or access to the building without the Lessee's
                consent AND THAT if the Lessor observes its obligations under
                this clause, the Lessee will have no claim for compensation,
                damages nor have an abatement of rent AND the Lessee consents
                hereto to registration of any Plan of Consolidation, Subdivision
                and/or Strata PROVIDED THAT the floor space of the premises



<PAGE>   26

                                       24

                demised hereto and/or any exclusive uses enjoyed under this
                Lease by the Lessee is not effected by any such plan of
                Consolidation, Subdivision and/or Strata.

        15.7.   Lessor not Incur Liability for Overflow of Water Supply Or
                Rainwater

                Notwithstanding any other provision of this Lease that the
                Lessor shall not incur any liability for damage caused by the
                overflow of water supply or rain water or other substances which
                may leak into issue or flow into the premises from any part
                thereof or from the building of which they form part or from any
                adjoining building or from the pipes or drainage, fire
                sprinkling, electrical works or for damage caused by defective
                fire sprinkling, electrical, gas or sewerage installations or
                structural defects or otherwise whether the same shall occur by
                reason of the carelessness or negligence of the Lessor or of any
                servant or agent of the Lessor or otherwise.

        15.8.   Lifts, Escalators, Airconditioning etc

                That should any lifts, escalators, air conditioning equipment,
                fire sprinkling systems or any other gas, electricity or water
                supply installations or sanitary systems in the premises fail to
                function from any cause whatsoever except where due to the clear
                fault of the Lessor or should the Lessor be compelled to shut
                off or remove from the building any of the said installations or
                services, the Lessee shall not by reason of such happening or
                action be entitled to determine this lease nor shall the Lessee
                have any right of action or claim for compensation or damages
                against the Lessor in respect thereof.

        15.9.   Trade Practices Act

                It is hereby agreed by and between the parties hereto that these
                presents or any instrument incorporating the same or collateral
                thereto and all the provisions hereof are to be read and
                construed subject to the provisions of the Trade Practices Act,
                1974 and to the extent (if any) that any such provisions or any
                part thereof would but for this clause be wholly or in Part void
                or illegal or would have an operation or effect which would
                render any other provision hereof or these presents wholly or in
                part void or illegal or unenforceable such provisions or such
                part thereof shall constitute no part of these presents and
                these presents shall be read and construed as if the same had
                never been inserted herein.

        15.10.  No Representations or Warranties

                The terms and conditions set out in this lease contain the
                entire agreement between the parties and the notwithstanding any
                negotiations or discussions prior to the execution hereof. The
                Lessee acknowledges that he was not induced to enter this lease
                by any representation verbal or otherwise made by the Lessor
                other than as set out in this agreement



<PAGE>   27

                                       25

        15.11.  Representation as to suitability of business

                The parties acknowledge that the Lessor does not represent that
                the premises or building of which the same form part are
                suitable for the business of the Lessee whether referred to
                herein or otherwise

        15.12.  Lessor not in default in some circumstances

                Notwithstanding anything hereinbefore contained or implied to
                the contrary, the Lessor shall not be deemed in default of the
                observance and/or performance of its obligations under this
                lease unless the Lessee gives notice to the Lessor of such
                default within a reasonable time thereafter to take proper steps
                to rectify such default.

        15.13.  Emergencies

                Notwithstanding any other provision of this Lease in the event
                of an emergency or service malfunction the Lessee, after having
                notified the Lessor, may contact the relevant service provided
                as set out in ITEM 12 of SCHEDULE 1 to arrange for the urgent
                repairs of any lifts, escalators, air conditioning equipment,
                fire sprinkling systems or any other gas, electricity or water
                supply installations or sanitary systems.

16.     OPTION OF RENEWAL

        16.1.   The Lessee if it so desires, may take a renewed lease of the
                premises for a further term as specified in ITEM 4 of SCHEDULE 1
                hereto from the expiration of the term of this lease only if:

                16.1.1. the Lessee serves on the Lessor notice in writing
                        (herein named "the renewal notice") not less than three
                        (3) calendar months before the end of this lease of its
                        intentions to exercise this option, and

                16.1.2. there is at the time of service of the renewal notice no
                        outstanding rent or outgoings and shall in the meantime
                        duly and punctually pay the rent reserved by this lease
                        at the times herein appointed for the payment thereof,
                        and

                16.1.3. at the time of the service of the renewal notice the
                        Lessee is not in breach of any obligation, condition or
                        clause of this lease which have not been remedied in
                        accordance with the terms and conditions set out by this
                        lease or if in breach thereof such breaches have been
                        remedied and shall duly perform and observe the
                        covenants and agreements by and on the part of the
                        Lessee contained in this lease up to the expiration of
                        the term of this lease.

        16.2.   If this option has been duly exercised, the Lessor will at the
                cost of the Lessee



<PAGE>   28

                                       26

                demise to the Lessee the said premises hereby for a further term
                as specified in ITEM 4 of SCHEDULE 1 hereto from the expiration
                of the term hereby granted AND the renewed lease shall be on the
                same terms and conditions as this lease except this clause shall
                be omitted and the clause in relation to rent and the
                commencement and termination dates.


17.     GUARANTEE

        17.1.   Guarantee of Guarantor

                The Guarantor named in ITEM 9 of SCHEDULE 1 hereto hereby
                guarantees to the Lessor all monies due and owing according to
                the terms of this lease and the due performance and observance
                by the Lessee of all the covenants, terms and provisions
                contained or implied in this lease and on the part of the Lessee
                to perform and observe.

        17.2.   Circumstance where the Lessor's Rights Not to be Affected

                The rights remedies of the Lessor and the liability of the
                Guarantor pursuant to this lease shall not be affected by any
                one or more of the following, all of which the guarantor
                approves:

                i.      The granting of any credit, forbearance or concession by
                        the Lessor to the Lessee or the guarantor

                ii.     Any variation of this lease or any extended or renewed
                        lease

                iii.    Any extension or renewal of this lease or any holding
                        over after the term or other continued occupation of the
                        premises by the Lessee

                iv.     Any compromise, release, discharge, abandonment, waiver
                        or variation of any security held by the Lessor or right
                        of the Lessor against the Lessee.

                v.      Any assignment of the lease or sublease of the premises
                        or any part thereof

                vi.     Any determination of the lease (whether by affluxion of
                        time, reentry, forfeiture, surrender or otherwise)

                vii.    Where the Lessee is a person - Any death or disability,
                        bankruptcy deed of arrangement, assignment or
                        composition for the benefit of creditors affecting the
                        Lessee or the guarantor.

                viii.   Where the Lessee is a company - Any winding-up, scheme
                        of arrangement or the appointment of a receiver and
                        manager or official management affecting the Lessee or
                        any guarantor

                ix.     Where the guarantor is more than one - the fact that one
                        or more of the persons named herein as guarantor never
                        executes this lease as guarantor or that the execution
                        of this lease by one or more of such person (other than
                        the person sough to be made liable hereunder) is or may
                        become unenforceable, void or



<PAGE>   29

                                       27

                        voidable.

                x.      Where the guarantor is more than one then each guarantor
                        is jointly and severally liable to monies hereby agreed
                        to be paid and the due performance and observance by the
                        Lessee of all the covenants, terms and provisions
                        contained or implied in this lease and on the part of
                        the Lessee to perform and observe

        17.3.   Agreement by Guarantor as to Statutory Avoidance

                Any payment made to the Lessor and later avoided by any
                statutory provision will be deemed not to have discharged the
                guarantor's liability and in any such event the Lessor, the
                Lessee and the guarantor will be restored to the rights which
                each respectively would have had if the payment had not been
                made.

        17.4.   Disclaimer

                If there should be any disclaimer of this lease by a liquidator
                of the Lessee, the guarantor's guarantee shall stand for the
                residue of the term which would have remained if there had been
                no disclaimer

        17.5.   Guarantor not to Claim in Liquidation

                The guarantor shall not claim in any liquidation, composition,
                arrangement or assignment affecting the Lessee until the Lessor
                has received one hundred (100) cents in the dollar in respect of
                the moneys due, owing and payable by the Lessee or the Lessor.


18.     DISPUTES

        18.1.   Dispute

                If a dispute arises out of or relates to this lease (including
                any dispute as to the meaning, performance, validity, subject
                matter, breach or termination of the lease or as to any claim in
                tort, in equity or pursuant to any statute) (herein called
                "Dispute"), any court or arbitration proceedings shall not be
                commenced by or against the Lessor, Lessee, their successors or
                assigns, any guarantor, mortgagee, or other party bound by this
                lease, relating to the Dispute ("the parties") unless the
                parties have complied with this clause, except where a party
                seeks interlocutory relief.

        18.2.   Notice of Dispute

                The party claiming that a dispute has arisen under or in
                relation to this lease, must give written notice to the other
                parties to the dispute specifying the nature of the dispute. On
                receipt of the notice, the parties to the dispute must within
                seven (7) days seek to resolve the dispute.



<PAGE>   30

                                       28

        18.3.   Mediation

                18.3.1. If the dispute is not resolved within seven (7) days or
                        within such further period as the parties agree, then
                        the dispute is to be referred to the Australian
                        Commercial Disputes Centre ("ACDC").

                18.3.2. In the event that the dispute is referred to the ACDC,
                        the parties agree to mediate the dispute in accordance
                        with the mediation rules of the ACDC

                18.3.3. The parties agree that the ACDC will select a mediator
                        and determine the mediator's remuneration.

                18.3.4. The parties agree to share all costs in relation to the
                        mediation provided by ACDC.

                18.3.5. The parties may, but are not required, to enter into an
                        agreement before mediating a dispute.

                18.3.6. If any procedural aspects are not specified sufficiently
                        in this clause, the parties agree to conduct the
                        mediation regarding this aspects in accordance with the
                        determination of the mediator whose decision regarding
                        those aspects is final and binding on the parties.

                18.3.7. If a party is an individual, that individual must attend
                        the mediation. If the party is a company, an authorised
                        company representative must attend the mediation. This
                        person must have authority to settle the matter. Each
                        party is entitled to bring its legal representative and
                        other people with information or knowledge relevant to
                        the resolution of the dispute.

                18.3.8. From the time when the notice of dispute is served, the
                        Lessor shall not take action to terminate this lease, by
                        physical re-entry or otherwise, until after the
                        conclusion of the mediation.


19.     GOODS AND SERVICES TAX

        Notwithstanding any provision of this Lease, if a goods and services
        tax, value added tax or similar tax ("GST":-

        -       is introduced in Australia by the Commonwealth Government or any
                State or Territory Government; and

        -       comes into effect during the term of this Lease,

        to the extent to which the Lessor is liable for an amount of GST in
        connection with the supply of any goods, services or of anything other
        than goods or services "THE AFFECTED SUPPLIES'), the Lessor may add such
        amount of GST to the agreed price of all affected



<PAGE>   31

                                       29

        supplies (including to the rent) in respect of which the Lessor issues
        an invoice which enables the Lessee to claim a credit or refund GST. The
        Lessee in paying consideration for the affected supplies under this
        Agreement will pay the agreed price plus such an amount of GST



The COMMON SEAL of
MOUREBEN NOMINEES PTY. LTD                       /s/ [signature is illegible]
(ACN 001 923 002) was hereunto                  --------------------------------
affixed by order of the Board of Directors                    Director/Secretary
in the presence of:
                                                 /s/ [signature is illegible]
                                                --------------------------------
                                                                        Director


The COMMON SEAL of                               /s/ [signature is illegible]
CHIP APPLICATION TECHNOLOGIES                   --------------------------------
LIMITED (ACN 057 883 333)
was hereunto affixed by order of                              Director/Secretary
the Board of Directors in the presence of:
                                                 /s/ DAVID MAC SMITH
                                                --------------------------------
                                                                        Director



<PAGE>   32

                                       30

                                  SCHEDULE ONE

<TABLE>
      <S>       <C>                         <C>                              <C>
      ITEM 1    BUILDING:                   68-72 Wentworth Avenue, Sydney
                PREMISES:                   Whole of Level 4, 68-72 Wentworth Avenue,
                                            Sydney

      ITEM 2    COMMENCEMENT
                & TERMINATION DATES
                (Clause 3.1)

                Commencement Date ("CD")    15 December 1999
                Termination Date ("TD")     14 December 2003

      ITEM 3    PERIOD OF LEASE             4 YEARS

      ITEM 4    OPTIONS                     4 YEARS
                (Clause 16)

      ITEM 5    RENT REVIEW:               DATESMETHOD
                (Clause 3.2 and 3.4)       CD                                     $123,700
                                           1st anniversary                        $129,885
                                           2nd anniversary                        $136,070
                                           3rd anniversary                        $142,874

                                           Commencement
                                           date of Option                         $142,874

                                           1st anniversary of Option         Market review
                                           2nd anniversary of Option               Same as
                                                                             previous year
                                           3rd anniversary of Option         Market review

      ITEM 6     RENT PAYABLE              During the first year of the Lease by monthly instalments of
                                           $10,308.33 in advance beginning 3 months from the CD
                                           and thereafter by monthly instalments equal to one twelfth
                                           of the yearly rental as determined under Clause 3 of the
                                           Lease on the first day of each month.

      ITEM 7     USE OF PREMISES           Commercial Office
                 (Clause 7)

      ITEM 8     INCLUSIONS                Nil

      ITEM 9     GUARANTORS
                 (Clause 17)               Nil

      ITEM 10    BANK GUARANTEE            Three (3) months gross rental from time to time
                 (Clause 14)

      ITEM 11    OUTGOINGS                 16.67% of increases in Outgoings from the Base year
                 (Clause 4)                using July 1998 to June 1999 as the Base Year.
</TABLE>



<PAGE>   33

                                       31

<TABLE>
      <S>       <C>                         <C>                              <C>
      ITEM 12    SERVICE PROVIDERS         Service                                 Details
                 (Clause 15.9)             Air conditioning maintenance
                                           Lift maintenance
                                           Fire Sprinkler maintenance
                                           Plumber
                                           Electrician
</TABLE>