February 1995





                          BROCKER INVESTMENTS (NZ) LTD
                          SALARIED EMPLOYMENT CONTRACT

NAME:              Hal Linstrom
         ------------------------------------------------------------

POSITION:          General Manager of Mergers & Acquisitions
         ------------------------------------------------------------

RESPONSIBLE TO:    Mike Ridgeway
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LOCATED AT:        Auckland
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Enclosed:         Job Description
--------          House Rules
                  Motor Vehicle Policy - vehicle for use till 31/6/95 then
                                         Converts to Monthly Allowance.


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                          BROCKER INVESTMENTS (NZ) LTD
                          SALARIED EMPLOYMENT CONTRACT



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

AND           Hal Linstrom
              ------------------------------------------


COMMENCEMENT
OF EMPLOYMENT:     1 February 1995.
              ------------------------------------------

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


1.   DUTIES/RESPONSIBILITIES

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


2.   HOURS OF WORK

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

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

     You shall be required to work on Saturday or Sunday as required from time
     to time by the employer.

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






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3.   REMUNERATION

(a)  Your salary is $100,O00 per annum.

     Your salary will be reviewed annually.

(b)  Commission - Where you reach your budgeted targets approved by the company,
     you will receive the agreed commission on a monthly basis. Commission will
     be paid on a straight line basis, based on On Target Earnings as per
     Company Sales Plan.

(c)  Company Motor Vehicle - You shall be provided with a motor vehicle in
     accordance with the Company's Motor Vehicle Policy.

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

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

(f)  Mobile Phone - You shall be provided with a Mobile Phone in accordance with
     the Company's Mobile Phone policy.

4.   PAYMENT OF SALARY

(a)  Your salary shall be paid monthly on the 15th of each month or the
     following Monday thereafter, such payment being made in advance up to and
     inclusive of the end of the month. Such payment shall be made by direct
     credit to the bank of your choice.

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

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


5.   STATUTORY HOLIDAYS

(a)  The following holidays shall be observed: New Year's Day and the day after,
     Anniversary Day, Waitangi Day, Good Friday, Easter Monday, Anzac Day, the
     birthday of the reigning sovereign, Labour Day, Christmas Day and Boxing
     Day in accordance with the provisions of the Holidays Act 1981.

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





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6.   ANNUAL HOLIDAYS

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

(b)  At the completion of 12 months current continuous employment, you shall be
     entitled to an annual holiday of 3 weeks. Where your employment is
     terminated at the end of a period of employment which is less than one
     year, we shall pay you an amount equal to 6% of your gross taxable
     earnings, minus any holiday pay you have already received. Requests for
     annual leave must be submitted for approval at least 30 days in advance.

(c)  Service Holiday - Where you have completed 2 years current continuous
     service you shall become entitled to an annual holiday of 4 weeks instead
     of the 3 weeks provided for in (b) above.


7.   SICK LEAVE AND DOMESTIC LEAVE

(a)  After 6 months current continuous service you shall be entitled to sick pay
     of 7 days. After 12 months current continuous service and in each
     subsequent year of service you shall be entitled to sick pay of an
     additional 7 days.

     Sick pay shall be accumulative to up to 21 days.

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

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

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

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

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

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


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8.   BEREAVEMENT LEAVE

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

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


9.   SPECIAL HOLIDAYS CLAUSE

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


10.  UNPAID LEAVE

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


11.  PARENTAL LEAVE

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


12.  JURY SERVICE

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

     (i)  That you produce the Court expenses voucher to us.
     (ii) That you return to work immediately on any day that you are not
          actually serving on a jury.

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

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


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13.  TUITION LEAVE

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

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


14.  TERMINATION OF EMPLOYMENT

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

(b)  Deductions -

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

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

(c)  Redundancy - In the event that your position is made redundant we will
     discuss redundancy compensation taking into consideration the particular
     circumstances. However compensation shall not apply in the case of
     technical redundancies, as stipulated in the Employment Contracts Act 1991,
     section 176 (5).


15.  RESTRAINT OF TRADE

You shall not, at any time within a period of 12 months of the date of
termination of employment with the employer for any reason.

     (i)  Be interested in or engaged in any way, directly or indirectly, in any
          enterprise within 50 kilometres of the Brocker Investments (NZ) Ltd
          sites carrying on business similar to or in competition with any
          business carried on by the Employer; or

     (ii) Solicit any business from or in any way approach any person, persons
          or company who shall have been a customer of the employer within the
          12 months immediately preceding such termination.


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16.  PERSONAL GRIEVANCE/DISPUTES

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

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


17.  VARIATIONS

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


18.  OTHER PROVISIONS

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

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

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

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

19.  DECLARATION

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

Signed: /s/ J H Linstrom                           Date:  3/4/95.
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Signed: /s/ M.Ridgway                              Date:  3/4/95.
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            FOR AND ON BEHALF OF
            BROCKER INVESTMENTS (NZ) LTD