Exhibit 10.22

ANNEXURE "A" TO LEASE
DATED                                  BETWEEN TRUST COMPANY OF  AUSTRALIA
LIMITED, ACN 004 027 749 (AS LESSOR) AND SEEBEYOND PTY LTD ACN 074  256 965 (AS LESSEE) PREMISES: PART LEVEL 41 CITIGROUP CENTRE, 2 PARK STREET, SYDNEY

1.    Interpretation

1.1    Definitions

In this Lease unless the contrary intention appears:

Accounting Yearmeans each year (or, where appropriate, part of a year) during the Term ending 30 June, or such other date as the Lessor
may Notify to the Lessee from time to time.

Annual Rentmeans the rent specified in Item 7 (as adjusted in accordance with the provisions of this Lease) payable by the Lessee under
this Lease in the manner set out in clause 3.

Assetsincludes all assets, property and rights real and personal of any value whatsoever.

Base Accounting Yearmeans the Accounting Year in which the second anniversary of the Commencing Date falls.

Base Building Conditionmeans the following items to be made good:

The
scope of the works will comprise the following:

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Buildingmeans the Office Tower and Car Parking Area erected on the Land and any modifications to those improvements from time to time.

Building Operating Hoursmeans 7.00 am to 7.00 pm Monday to Friday excluding public holidays.

business daymeans days upon which licensed banks are open for business in Sydney excluding Saturdays and Sundays.

Car Parking Areameans the area of the Complex erected on the Land used as an underground carpark for the parking of motor vehicles.

Citibankmeans Citibank Limited ACN 004 325 080.

Claimmeans any demands, claims, suits, proceedings of any nature whatsoever.

Commencing Datemeans the date of commencement of this Lease as specified in Item 3.

Commercial Componentmeans levels 5-25 inclusive and levels 28-47 inclusive of the Office Tower.

Commercial Stratummeans the whole of the land comprising Lot 112 in Deposited Plan 1014769.

Common Areasmeans the entrances to the Building, the passages, stairways, lobbies, escalators and passenger and goods lifts in the
Building, the toilets and all areas designed to be used by the lessees or occupants of the Building in common with others, all as designed by the Lessor for use in common by occupants of the Building.

Complexmeans the Office Tower, Car Parking Area and Retail Centre erected on the Land at the Commencing Date and any building
subsequently erected on the Land.

Councilmeans the Council of the City of Sydney.

Custody Deedmeans the Park Plaza Development Trust Custody Deed entered into between the Lessor and the Trustee dated 23 June 2000
and varied from time to time pursuant to which the Trustee appoints the Lessor as custodian of the Trust.

Custodianmeans the agent of the Trustee and the custodian of the Assets of the Trust and, where the context requires, includes any
replacement agent and custodian from time to time.

Development Consentmeans:

as
amended from time to time in accordance with this Lease.

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Easementsmeans easements, positive covenants and/or restrictions on use created under the Conveyancing Act 1919 in respect of the
Complex.

Elevatorsmeans the elevators, lifts and escalators in the Building.

Government Agencymeans the Council and any other statutory or local government authority.

Gross Licence Feesmeans the current annual market value of licence fees relating to the licensed carparks on a gross basis.

GST, GST lawand other terms used in this Lease have the meanings used in theA New Tax System (Goods and Services
Tax) Act 1999, except thatGST lawincludes any applicable rulings issued by the Commissioner of Taxation.

Incentivemeans any financially calculable inducement concession or benefit in any form that would be able to be obtained by a tenant
wishing to lease comparable premises to the Premises at the relevant review date.

Index Numbermeans the Consumer Price Index (All Groups) for Sydney published from time to time by the Australian Bureau of Census and
Statistics. If there is any suspension or discontinuance in the publication of the Consumer Price Index, then until publication of the Consumer Price Index is resumed,Index
Numberwill mean some other index reflecting fluctuations in the cost of living in Sydney on which the parties agree, but in default of agreement, such index number as is
determined by the President of the Institute or his nominee as reflecting fluctuations in the cost of living in Sydney, and his decision shall be final and binding on the parties. In making such
determination, the President or his nominee shall be deemed to be acting as an expert and not as an arbitrator. The costs of any determination will be borne equally by the Lessor and the Lessee.

Institutemeans the Australian Property Institute, New South Wales Division.

Insolvency Eventmeans the happening of any of these events:

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Interest Ratemeans the rate (expressed as a percentage per annum) which is the average of the bid rates shown at approximately 11.00 am
on page "BBSW" on the Reuters Screen at the relevant time for bills indorsed by an Australian trading bank for a term of 120 days.

Landmeans the land on which the Complex is erected being the land comprised in the Commercial Stratum and the Retail Stratum.

Leasemeans this lease including any annexures and schedules to this lease.

Lessee's Drawings and Specificationsmeans the plans and specifications for the Lessee's proposed fit out of the Premises.

Lessee's Fitout Worksmeans the works required to be carried out to fit out the Premises referred to in clause 25.1.

Lessee's Fixtures and Fittingsmeans all fixtures, fittings, plant, equipment or other articles in the nature of trade or lessee's
fixtures or fittings brought on the Premises by the Lessee with the consent of the Lessor.

Lessee's Proportionmeans the proportion expressed as a percentage which the Lettable Area of the Premises bears to the Lettable Area of
the Commercial Component of the Office Tower such proportion being as specified in Item 6 and varied from time to time under clause 5.4.

Lessormeans Trust Company of Australia Limited its successors and assigns and, where the context permits, includes the agents,
contractors and employees of the Lessor.

Lessor's Fit Outmeans those items of fit out in the Premises, if any, for which the Lessor has paid or has agreed to pay.

Lessor's Managermeans such professional building manager as is appointed by the Lessor to manage the Building from time to time.

Lettable Areameans the lettable area calculated in accordance with the PCA Method.

Licence Feesmeans the fees referred to in Item 13.

Licence Review Datemeans the dates listed in Item 15.

Mortgagee's Consentmeans the form of mortgagee's consent at Annexure D.

Notifymeans notify the other party in writing in accordance with clause 26.3.

Novationmeans:

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Obligationsmeans, in respect of a particular party, all obligations and liabilities of whatever kind undertaken or incurred by, or
devolving upon, that party under or in respect of this Lease.

Office Towermeans the office building erected on the Commercial Stratum.

Outgoingsmeans all amounts reasonably paid or payable by the Lessor in or for an Outgoings Year in connection with the Commercial Stratum
including, without limitation, in relation to those items in Annexure B.

Outgoings Yearmeans the 12 month period ending on 30 June in each year.

PCA Methodmeans the method of measurement of "Net Lettable Area (NLA): Multi Storey Buildings" referred to and set out in the Method for
the Measurement of Buildings 1997 Version published by the Property Council of Australia.

Permitted Usemeans the use to which the Premises can be put by the Lessee pursuant to this Lease as specified in Item 10.

Persons Under the Control of the Lesseemeans the agents, contractors, employees, invitees of the Lessee.

Plantmeans any machinery or equipment and includes any air conditioning service, or water heating or cooling system, servicing the
Premises and the Common Areas and any component thereof.

Premisesmeans that part of the Building described in Item 2 and, where the context permits, any part of the Premises and includes the Lessor's Fit Outall fixtures and
fittings in the Premises which are owned or leased by the Lessor.

Prohibited Lesseemeans a person referred to in clause 20.2.

Related Corporationof a corporation means another corporation which is related to the first within the meaning of the Corporations Law.

Rentmeans the Annual Rent (as adjusted pursuant to clauses 3.2 and 3.3).

Rent Adjustment Datemeans those dates listed in Item 8(a).

Replacement Trusteemeans any trustee of the Trust appointed in place of Trust Company of Australia Limited and includes, without
limitation, the appointment of any single responsible entity to the Trust.

Retail Centremeans that part of the Complex erected on the Retail Stratum and which is to be used for retail shops, food hall and
restaurants.

Review Datemeans those dates listed in Item 8(c).

Retail Stratummeans Lot 111 in Deposited Plan 1014769.

Rulesmeans the rules of the Building set out in Annexure C as varied under this Lease from time to time.

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Section 88B Instrumentmeans all easements, restrictions on use and other covenants benefiting or burdening the Commercial Stratum
registered at the Land and Property Information New South Wales.

Servicesmeans mechanical, electrical, communications, access control and security, fire protection, lifts, hydraulic services and
building management system.

Standard Qualitymeans the following carpet specification:

Stratum Management Statementmeans the stratum management statement registered Book 4280 No. 649 or any replacement stratum
management statement in respect of the Complex from time to time.

Stratum Planmeans deposited plan 1014769.

Substancemeans any natural or artificial substance whether in solid or liquid form or in the form of a gas or vapour, and includes cooled
or warmed air, and hot or cold water.

Suppliesand other terms used in this clause which have meanings under the GST law have the meanings proposed and implemented pursuant to
the GST law.

Termmeans the period of time specified in Item 5, commencing on and including the date specified in Item 3 and expiring on the date
specified in Item 4.

Termination Datemeans the date of expiration of this Lease as specified in Item 4.

Trustmeans the trust known as the Park Plaza Development Trust established by deed of trust dated 18 April 1998 between the Lessor
and MTM Office Management Limited as varied from time to time.

Trusteemeans the trustee of the Trust from time to time.

Valuermeans a registered valuer with at least 5 years experience in valuing office buildings in the central business district of
Sydney.

Working Daymeans a business day between the hours of 7.00 am and 7.00 pm.

1.2    Singular/plural, gender etc.

1.3    Covenantsjoint and several

Any covenant or agreement on the part of 2 or more persons binds them jointly and severally.

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1.4    Statutes

Reference to a statute includes all regulations under and amendments to that statute whether by subsequent statute or otherwise and a statute passed in
substitution for the statute referred to or incorporating any of its provisions.

1.5    Headings and underlinings

Headings and underlinings in this Lease have been inserted for guidance only and do not form any part of the text.

1.6    Manner of requesting and providing approval



1.7    Bodies and associations

Reference to any body (including, without limitation, an institute, association or authority), whether or not it is a statutory body:



1.8    Items

References in this Lease to Items are references to items in the Item Schedule of this Lease.

1.9    Indemnities

2.    Exclusion of Implied Covenants

2.1    Implied Statutory Covenants

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2.2    Whole of agreement in this Lease

3.    Moneys payable under this Lease

3.1    Rent

3.2    Adjustment of Rent

On each Rent Adjustment Date, the Annual Rent is adjusted by increasing the Annual Rent by the percentage specified in Item 8(b).

3.3    Market Rent Review

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3.4    Goods and Services Tax

3.5    Abatement on damage



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3.6    Amortisation of Fit Out Cost

In addition to the Annual Rent, the Lessee must pay to the Lessor fit out rent, in the same manner and at the same time as Annual Rent in the amount as calculated
by clause 25.11(b) being the cost of the Lessor's Fit Out in the Premises amortised over the Term.

4.    Outgoings

4.1    Lessee to pay Proportion of Building Outgoings

The Lessee must, with respect to each Accounting Year, pay to the Lessor the Lessee's Proportion of the Outgoings each year. The Lessee's obligation to pay the
Lessee's Proportion of the Outgoings commences on the earlier of the Commencing Date and the date the Lessee first occupies the Premises.

4.2    Payments on account of Outgoings



4.3    Outgoings Statement

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4.4    Adjustment of Outgoings

4.5    Change to Lessee's Proportion

In the event the Lettable Area of the Commercial Component of the Office Tower changes, the Lessee's Proportion expressed as a percentage in Item 6 will change
accordingly such that the Lessee's Proportion always reflects the percentage which the Lettable Area of the Premises bears to the Lettable Area of the Commercial Component of the Office Tower.

5.    Use of the Premises

5.1    Permitted use

The Lessee must use the Premises only for the Permitted Use.

5.2    Warranty

The Lessor warrants that the Permitted Use is approved pursuant to the Development Consent. If the Lessee's business is, or becomes, permissible only with the
consent or approval of an Authority, the Lessee must obtain that consent or approval at the cost of the Lessee.

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5.3    No noxious use

The Lessee must not at any time do or knowingly permit to be done by Persons Under the Control of the Lessee in the Premises or the Common Areas:

5.4    Common Areas

The Lessee shall have the right to use the Common Areas in common with the Lessor and all others entitled to use the Common Areas but in doing so the Lessee will,
and will use all reasonable endeavours to procure that Persons Under the Control of the Lessee, comply with the Rules.

5.5    Reservations to Lessor

The Lessor reserves unto itself the right to use any toilets or other areas of the Building specially designated for exclusive use by a particular lessee or
lessees and the uninterrupted passage of all pipes and cables or other conveyances through the Premises (but not through the Lettable Area of the Premises) and the running of all substances and
materials for which they are designed through the same and the Building structure (including the roof) subject to the Lessee's rights pursuant to the subsequent provisions of this clause 5.

5.6    Use of Fit Out

6.    Assignment, Sub-Leasing etc.

6.1    Restriction on Assignment

Subject to clause 6.4, the Lessee must not during the Term assign, sub- lease, transfer, mortgage, charge or otherwise deal with the Lessee's
interest in the Premises (or any part of them), or by any act or deed procure any of the foregoing, without obtaining the approval of the Lessor such approval not to be unreasonably withheld where:

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6.2    Release of Lessee

For the avoidance of doubt, the Lessee will not be released or discharged from all obligations and liability pursuant to this Lease and its occupation of the
Premises as from the date of an assignment.

6.3    Lessee being a Company

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6.4    Prohibited Tenants

For the avoidance of doubt, the Lessee must not assign this Lease or sub- lease the Premises or any part of the Premises to a Prohibited Lessee, or
allow a Prohibited Lessee into occupation of the Premises or any part of them in any way whatsoever.

7.    Maintenance, Repair and Alterations

7.1    Repair

7.2    Redecoration

The Lessee must paint, varnish, paper or otherwise treat the walls, ceiling and other internal surfaces of the Premises in the same manner as they were finished
on completion of the Lessee's fit out of the Premises at any time reasonably required by the Lessor provided that, subject to the Lessee's obligations under clause 16.7 of the Lease, the Lessor
cannot require the Lessee to redecorate the Premises pursuant to this clause 7.2 during the final year of the Term or at intervals of less than three (3) years.

7.3    Cleaning

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7.4    Breakages

The Lessee must promptly make good, in a good and workmanlike manner, any breakage, defect or damage to the Premises or to any adjoining premises, facility or
appurtenance caused by any breach or default of the Lessee under this Lease.

7.5    Broken glass

The Lessee must promptly replace, in a good and workmanlike manner, all broken glass in the windows and doors of the Premises with glass of the same or similar
quality where the breakage was caused by the Lessee or Persons Under the Control of the Lessee.

7.6    Lessor may inspect

7.7    Lessor may repair

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7.8    Structural alterations

7.9    Pest control

The Lessee must take all reasonable precautions to keep the Premises free of rodents, vermin, insects, pests, birds and animals.

7.10    Alterations to fitout

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8.    General Lessee's Covenants

8.1    Services

The Lessee must as and when due pay all accounts for the supply of electricity, water, gas, telephone and any other services which are separately metered to or
from the Premises.

8.2    Requirements of public authorities

The Lessee must comply with:



8.3    Floor overloading

The Lessee must not do, permit or allow to be done by Persons Under the Control of the Lessee on the Premises anything in the nature of overloading any floor of
the Complex whereby those load bearing capacities are exceeded.

8.4    Use of lavatories

The Lessee must not use and must use its best endeavours not to permit or allow to be used by Persons Under the Control of the Lessee the lavatories, toilets,
sinks, drainage and other plumbing facilities in the Complex for any purposes other than those for which they were constructed or provided, and must not deposit or permit to be deposited in them any
sweepings, rubbish or other matter. Any damage caused by misuse by the Lessee or Persons under the Control of the Lessee, must be promptly made good, in a workmanlike manner, by the Lessee.

8.5    Notice of defects

The Lessee must give to the Lessor prompt notice of any accident to or defect or lack of repair in any services or fixtures, fittings, furnishings, plant or
equipment in the Premises, and of any circumstances likely to be or to cause any danger, risk or hazard to the Premises or any person using the Premises.

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8.6    Fire Drills

The Lessee shall at all times comply with and observe all reasonable directions given and rules laid down by the Lessor or the Lessor's Manager in relation to
precautions against fire in the Complex and in regard to actions to be taken in event of fire occurring in the Complex. In particular the Lessee shall procure that such numbers of its officers or
employees reasonably required by the Lessor or the Lessor's Manager shall act as fire wardens in relation to the Premises and shall accept reasonable instructions as to safety equipment and procedures
in relation to fire in the Complex and that all of its officers and employees shall take part in all fire evacuation drills organised for the Complex by the Lessor or the Lessor's Manager.

8.7    Heating and Cooling

The Lessee will not use or permit or suffer to be used any method of heating or cooling the Premises other than as may be provided by the Lessor from time to time
without the prior consent of the Lessor which shall not unreasonably be withheld if in the Lessor's opinion such heating or cooling will not interfere with the heating or cooling or other services of
the Complex.

8.8    Fire regulations

The Lessee will comply with insurance, sprinkler, fire alarm and fire safety regulations, the requirements of authorities, the Lessor's insurers or the Lessee's
insurers in each case in respect of any of the Lessee's Fixtures and Fittings and the Lessee will pay to the Lessor the cost of any alterations to the sprinkler, fire alarm and fire safety
installation which may become necessary by reason of the non- compliance by the Lessee with the said regulations or the requirements of the appropriate authorities or the requirements of
the Lessee's or Lessor's insurer (as the case may be) as a result of the installation of such fixtures fittings and equipment.

9.    Insurance

9.1    Public Risk Policy and Third Party Policy



9.2    Lessee not to Void Insurances

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9.3    Approved Insurers

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9.4    Disclosures

The Lessee will give to the office or company with which every policy referred to in clause 9.3(a) is to be effected full, true and particular information
of all matters and things known or which ought to be known to the Lessee the non- disclosure of which may void or prejudice any such policy.

9.5    Total destruction

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10.    Releases and Indemnities

10.1    Release by Lessee

10.2    Indemnity by Lessee

The Lessee shall keep the Lessor indemnified against all claims actions losses and expenses of any nature which the Lessor suffers or incurs, or, for which the
Lessor might become liable, in respect of or arising out of:



11.    Lessor's General Covenants

11.1    Quiet enjoyment

Subject to the Lessor's rights, reservations and obligations under this Lease, including without limitation clause 11.2, the Lessee, paying the Rent and
complying with the provisions of this Lease, may peaceably possess use and enjoy the Premises during the Term without any interruption or disturbance from the Lessor or any other person lawfully
claiming by, from or under the Lessor or having power over the Lessor.

11.2    Ongoing Works

The Lessor may carry out further works to the Building after the Commencing Date (which may involve the use of hoardings and scaffolding) and the Lessor will not
be in breach of clause 11.1 in

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relation to any such works if it takes all reasonable action necessary to minimise any dust, disruption and noise to the Lessee due to the Works to other parts of the Building or the fitting out of
other tenancies in the Building after the Commencing Date.

11.3    Lessor to pay rates and comply with orders

To the extent not the responsibility of the Lessee under this Lease, the Lessor must:

11.4    Acknowledgment as to ownership of fixtures and fittings

All Lessee's Fixtures and Fittings are and remain the property of the Lessee. Any other fit out works in the Premises, including the Lessor's Fit
Out, paid for by the Lessor under the Agreement for Lease are and remain the property of the Lessor.

11.5    Removal of Lessee's Fixtures and Fittings

11.6    Mortgagee's Consent and Registration

11.7    Lessor's Insurance

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12.    Lessor's Obligations to Repair and Maintain

12.1    Lessor's repair and maintenance of the Building and the Premises

12.2    Lessor's repair and maintenance of Plant and Equipment

The Lessor must carry out or cause to be carried out a regular program of maintenance (which may also include repair and replacement) in respect of the Lessor's
plant and equipment in the Building in accordance with the recommendations of the manufacturer or the Lessor's maintenance contractor for such plant and equipment.

12.3    Lessor to clean and maintain common areas

The Lessor must cause the Common Areas to be regularly cleaned, and for garbage and refuse to be regularly removed from the Common Areas.

12.4    Lessor to maintain and repair statutory services in the Building



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12.5    Lessor to keep sprinklers and fire warning system in good repair

12.6    Restriction on Lessor's obligations

12.7    Occupational Health and Safety

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13.    Services to be provided by Lessor

13.1    Services to be provided by Lessor

The Lessor must:

13.2    Air Conditioning

The Lessor must keep the Air Conditioning Plant working and available for the use of the Lessee:



13.3    Elevators

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13.4    Maintenance of Common Areas

The Lessor must keep and maintain in good order and repair and in a clean and tidy and, where applicable, landscaped condition all Common Areas and all exterior
surfaces and finishes of the Building.

14.    Lessor's Rights

14.1    Control of Common Areas

The Common Areas shall at all times be subject to the control of the Lessor. Without limiting the generality of the foregoing the Lessor may at any time and from
time to time:

PROVIDED ALWAYSthat in exercising such right the Lessor will endeavour to cause as little inconvenience to the Lessee as is practicable
in the circumstances and shall not diminish or derogate from an express right of the Lessee pursuant to this Lease.

14.2    Manager

The Lessor may appoint the Lessor's Manager from time to time, and replace the same, to manage the Building.

14.3    Grant of Easements

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14.4    Rules

15.    24 Hour Access and Security

15.1    24 Hour Access

15.2    Closure of Building

The Lessor shall be entitled to:

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15.3    Out of Hours Costs

15.4    Security Service for the Complex

During the Term the Lessor will engage a person or corporation to provide a security service for the Building of a standard equivalent to that provided for other
similar buildings in the general vicinity of the Building, including a security desk manned 24 hours a day in the ground floor foyer of the Office Tower, but without any extra security due to
the nature of the Lessee or its business or any activity carried on in the Premises.

16.    Default: Termination, etc.

16.1    Termination, Re- entry or surrender on default

If:



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16.2    Opportunity to rectify default

If the Lessee has rectified a breach:

16.3    Lessor may remedy Lessee's defaults

If the Lessee omits or neglects to:



16.4    Damages

Whether or not this Lease is terminated and forfeited by the Lessor under clause 16.1, the Lessor may recover damages for the breach giving rise to the
right of the Lessor to terminate and forfeit the Lease or for any other breach.

16.5    Essential terms

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16.6    Interest on Overdue Moneys

16.7    Yielding up

16.8    Holding over

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17.    Option to renew

17.1    Option

Subject to clause 17.2, if the Lessee wants to have a further lease of the Premises granted to it for the further term specified in Item 12 after the
expiry of the Term and gives notice to that effect to the Lessor not less than 6 months before and not earlier than 12 months before the Termination Date, then if at the date the notice
is given and also at the Termination Date there is no subsisting unremedied breach by the Lessee of the terms of this Lease of which notice has been served on the Lessee and which the Lessee has not
remedied within a reasonable time after that notice, the Lessor must grant to the Lessee and the Lessee must take a further lease of the Premises for the term specified in Item 12 commencing on the
day following the Termination Date and on the same terms and conditions, with the necessary changes being made, as are in this Lease except that:

17.2    Lessor's notice

Clause 17.1 is only applicable if the Lessor has given the Lessee a notice during the period not less than 9 months before and not earlier than
12 months before the Termination Date that the Premises are available to the Lessee for the further term.

18.    Naming and Signage Rights

18.1    Scope of Naming and Signage Rights



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19.    Car Parking

19.1    Non- Exclusive Licence

In consideration of the Lessee paying the Licence Fees for each car parking space the subject of this licence, the Lessee shall have the non-exclusive
licence to park the number motor cars specified in Item 14 in the Car Parking Area 24 hours a day, 7 days a week in permanent car parking spaces designated by the Lessor.

19.2    Term of Licence

19.3    Payment of Licence Fees

The Licence Fees shall be paid by the Lessee to the Lessor or as it may direct in the same manner and at the same times as Rent.

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19.4    Parking Space Levy

On or before 1 September in each year of the term of the Lease, the Lessee will pay to the Lessor the whole or proportionate part (where any part of the period in
respect of which the levy is payable does not fall within the term of the Lease) of any levy that is or will be payable by the Lessor under the Parking Space Levy Act 1992 in respect of the number of
car parking spaces specified in Item 14.

19.5    Review of Licence Fees

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19.6    Use of Licensed Areas

19.7    Operation by Lessor's Manager

The Lessee agrees that the Lessor's Manager shall be entitled to exercise all the rights and privileges of the Lessor and the Lessee shall obey the directions of
the Lessor's Manager subject to the Lessee's rights under this clause 19 and shall if required by the Lessor pay the Licence Fees to the Lessor's
Manager except any direction or notice from the Lessor shall supersede those from the Lessor's Manager to the extent of any inconsistency.

19.8    Assignment

For the avoidance of doubt, the Lessee's rights under this clause 19 may be assigned or sublicensed by the Lessee either simultaneously with an assignment or
sublease in accordance with clause 6 or sublicensed separately in regard to car parking spaces provided that:

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19.9    Removal on Termination

The Lessee further agrees with the Lessor that, upon the termination of this licence, it will promptly remove its motor cars from the Car Parking Area (and return
any access keys provided to the Lessee by the Lessor) and in default the Lessor shall be entitled to remove the same at the risk and cost of the Lessee.

19.10    Nature of Lessor's Manager

For the purposes of this clausethe Lessor's Managerwill be deemed to include the Car Parking Area Operator
appointed by the Lessor or by the owner of the Car Parking Area.

20.    Approval of Tenancies

20.1    The Lessee:

20.2    The following Lessees are prohibited Lessees in all parts of the Building, namely:

Without
limiting clause 20.1, the Lessees listed in paragraphs (c) and (d) above are prohibited lessees in the Retail Stratum.

20.3    In
this clause 20, lease includes licence and any other form of tenancy right.

21.    Stratum Plan

21.1    The
Lessor and the Lessee acknowledge that:

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21.2    The
Lessor and the Lessee agree that:

22.    Limitation of Liability

22.1    Lessor Capacity

The Lessor enters into this Lease as the Custodian of the Assets of the Trust and agent of the Trustee and in no other capacity. The Lessor is authorised to bind
the Trustee in relation to the terms of this Lease.

22.2    Obligations of the Lessor

The parties other than the Lessor acknowledge that the Obligations are incurred by the Lessor solely in its capacity as Custodian of the Assets of the Trust and
as agent of the Trustee and that the Lessor will cease to have any obligation under this Lease if the Lessor ceases for any reason to be Custodian of the Assets of the Trust.

22.3    No Personal Liability

Except in the case of and to the extent of fraud, negligence or breach of duty on the part of the Lessor, the Lessor will not be liable to pay or satisfy any
Obligations except to the extent to which it is actually indemnified by the Trustee or except out of the Assets of the Trust against which it is entitled to be indemnified and is actually indemnified
in respect of any liability incurred by it. The obligation of the Trustee to indemnify the Lessor and the right of the Lessor to be indemnified out of the Assets of the Trust are limited.

22.4    Limited Recourse

Except in the case of and to the extent of fraud, negligence or breach of duty on the part of the Lessor, the parties other than the Lessor may enforce their
rights against the Lessor arising from non-performance of the Obligations only to the extent of the Lessor's indemnity as provided in clause 22.3.

22.5    Limited Enforcement

Except in the case of and to the extent of fraud, negligence or breach of duty on the part of the Lessor, if any party other than the Lessor does not recover all
money owing to it arising from non-performance of the Obligations it may not seek to recover the shortfall by:

38

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22.6    Release

Except in the case of and to the extent of fraud, negligence or breach of duty on the part of the Lessor, the parties other than the Lessor waive their rights and
release the Lessor from any personal liability whatsoever, in respect of any loss or damage:

22.7    Override

22.8    Appointment of Custodian

If the Trustee wishes to appoint a replacement custodian to hold the Assets of the Trust, then if requested by the Lessor or the Trustee all of the parties agree
to execute any document reasonably required by the Lessor or the Trustee which will give effect to that appointment. Any cost incurred by the Lessee regarding the execution of such document will be
paid for by or on behalf of the Lessor.

22.9    Self-custody

If the Trustee elects to take on self-custody, such that the Assets of the Trust are held in the name of the Trustee, and notifies the other parties
of that election, then as and from the date specified in the

39

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notice, this Lease will be deemed to be varied such that the limitation of liability clause as set out in this clause 22 is deleted and replaced by a clause in the form set out below (with
necessary amendments) limiting the liability of the Trustee:



40

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23.    Bank Guarantee or Insurance Bond

23.1    Bank Guarantee

23.2    Insurance Bond

41

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24.    Dispute Resolution

24.1    First Stage

If a dispute arises between the parties in relation to any matter under this Lease except a right to rescind, terminate this Lease, the parties agree that before
exercising any rights they may have at law they must use their best endeavours to resolve the dispute as follows:

24.2    Expert Determination

The following applies in the case of any dispute referred for determination under this clause:

42

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24.3    Running of Time

Where it has been determined pursuant to clause 24.2 that actions taken by a party were not in compliance with its obligations under this Lease, that party must
thereupon take action which is in compliance with its obligations under this Lease and any time limits applicable to any response to that action by another party shall apply as from the date such
actions were taken in compliance with this Lease.

25.    Construction of Fit-out Works

25.1    Approval of Lessor to Fit-Out Works

25.2    Lessee to apply for approvals

43

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25.3    Lessee's contractors

25.4    Lessee accepts risk

The Lessee agrees that the Lessee's use and occupation of the Premises during the period of the Lessee's Fit-Out Works will at all times be at the
risk of the Lessee. The Lessee releases the Lessor from all Claims which arise directly or indirectly from any accident, damage or injury which occurs to or on the Premises as a consequence of the
Lessee's use and occupation of the Premises. This release does not apply to the extent that any Claim is caused by the wilful or negligent act or omission of the Lessor.

25.5    Indemnity

The Lessee indemnifies the Lessor against any Claim due to damage, loss, injury or death caused by:



25.6    Workers during Period of Fit-Out Works

During the period of the Lessee's Fit-Out Works the Lessee must ensure that all employees and contractors in the Building:

25.7    Access after hours

If the Lessee or its contractors require access to the Building outside normal industry working hours, it is the responsibility of the Lessee or its contractors
to obtain the consent of the Lessor (which may be withheld in the Lessor's absolute discretion) and to pay to the Lessor any additional expenses which the Lessor may incur by consenting to access.

44

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25.8    Rules and by-laws

The Lessee and its contractors are (at the expense of the Lessee) to comply with all the rules, regulations, by-laws, orders and directions of every
competent authority relating to the Lessee's Fit-out Works.

25.9    Lessee responsible for damage

If any damage is caused to the Building as a result of the Lessee's Fit-Out Works, at the option of the Lessor, the Lessee is to either:

25.10    Lessor's inspection of Lessee's Works

At all times during the carrying out of the Lessee's Fit-Out Works, the Lessor reserves the right (with no obligation to give written notice to the
Lessee) to require the Lessee to permit the Lessor to inspect the Lessee's Fit-Out Works and if necessary to rectify any defects. Any rectification is to be carried out at the expense of
the Lessee.

25.11    Lessor's Contribution

25.11.1    The
Lessor will, in consideration of the Lessee's covenant in clause 3.6 and provided the Lessee complies with this clause 25 provide to the Lessee a contribution to
fit out up to that amount expended by the Lessee on such fit out.

25.11.2    The
fit out rent referred to in clause 3.6 is the amount of funds advanced pursuant to clause (a) together with interest at the rate of 8.5% reducible over the Term
and divided by the number of years in the Term.

25.11.3    To
the extent that the Lessee complies with it's obligations to pay fit out rent under clause 3.6, the Lessee will own such of the fit out for which it pays pursuant to
paragraph (b) at the Termination Date.

25.12    Occupation under Licence

Despite the Commencing Date, following the completion of the Lessee's Fit-Out Works, the Lessor will permit the Lessee to occupy the Premises under
licence during the period from when all such works are complete until the Commencing Date on the same terms and conditions as this Lease except that such licence shall be personal only and shall
create no leasehold interest.

26.    General

26.1    Waiver

A waiver by the Lessor of a breach of any provision of this Lease does not operate as a waiver of another breach of the same type or of any other provision in
this Lease.

26.2    Costs of lease

45

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26.3    Notices

All notices or communications to be given, served or made under or in connection with this Lease will be:

26.4    "For Sale" and "To Let" notices

46

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26.5    Non- merger

The provisions of this Lease and anything done under this Lease do not operate as a merger of any of the rights and remedies of the parties under this Lease, all
of which continue in full force and effect.

26.6    Persons Under the Control of the Lessee

The Lessee will procure that the Persons Under the Control of the Lessee comply with the Lessee's obligations hereunder in relation to the Premises and the Common
Areas.

47

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Annexure A
Plan of Premises

48

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Annexure B
Outgoings of the Building

|Statutory or regulatory | 1. |  | All rates, taxes (excluding income tax, capital gains tax and other taxes of a similar nature) charges and levies payable to any authority in respect of the Building or the Commercial Stratum (excluding any tax on the
Lessor's income) other than rates, taxes, charges or levies which may be assessed directly in respect of the Premises or directly in respect of any other premises whether occupied or not.
|----------------------- | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Water & Sewerage        | 2. |  | Land tax on the taxable value of the Commercial Stratum on a single holding basis.                                                                                                                                                                                                                                                                                                                                   
|                        | 3. |  | All rates charges and costs payable to any Authority for the provision, reticulation or discharge of water and/or sewerage and/or drainage, including excess water charges and meter rents.                                                                                                                                                                                                                          
|Insurances              | 4. |  | All insurance premiums and amounts payable in respect of premiums:                                                                                                                                                                                                                                                                                                                                                   
|                        |    |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                  
|                        |    |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                  
|                        |    |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                  
|                        |    |  | (d)                                                                                                                                                                                                                                                                                                                                                                                                                  
|                        |    |  | (e)                                                                                                                                                                                                                                                                                                                                                                                                                  

49

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|Refuse and garbage disposal     | 5.  |  | Charges for costs in relation to supply of water, sewerage and drainage services to and the removal of all waste sullage (to the extent that the same are not included elsewhere in this Annexure) and the removal of all other general garbage from the
Building including the cost of operating and maintaining any plant and equipment provided for such purpose whether such plant or equipment is located within the Building or otherwise.
|------------------------------- | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Pest Control                    | 6.  |  | All charges for and costs in relation to the control of pest, vermin, insect or other like infestation.                                                                                                                                                                                                                                                                                                                                         
|Security and caretaking         | 7.  |  | The cost of providing security or caretaking services including the cost of policing and regulating traffic in the Building and the Commercial Stratum.                                                                                                                                                                                                                                                                                         
|Miscellaneous operational costs | 8.  |  | All costs, including rental and hiring charges for providing music amplification systems, telephones, indoor plants and other similar equipment servicing the Building.                                                                                                                                                                                                                                                                         
|Air conditioning                | 9.  |  | The cost of the repairs, maintenance, servicing and all other running costs of the air- conditioning equipment in the Building including any fees or premiums payable to specialist contractors but excluding any costs payable independently by any
Lessees or occupiers in relation to a particular area occupied by them.                                                                                                                    
|Repairs and maintenance         | 10. |  | The cost of repairs and/or maintenance of the Building, including the cost of operating, supplying, maintaining and repairing all Services from time to time provided by the Lessor for Lessees and occupiers of the Building including loading docks,
storage areas, lifts, escalators, fire services, and the plant and equipment required for any such services.                                                                             
|Light fuel and power            | 11. |  | All costs and charges incurred (including the cost of electricity and other sources of power consumed) in providing lighting fuel and power to the Building and plant rooms, security lighting, heating and other services and systems in and for the
operation of the Building.                                                                                                                                                                
|After hours                     | 12. |  | All costs incurred in providing access to the Building and Services to the Common Areas outside the Building Operating Hours.                                                                                                                                                                                                                                                                                                                   

50

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|Management                      | 13. |  | All reasonable and proper management costs in connection with the Building including salaries, wages, superannuation, payroll tax and workers' compensation insurance premiums in respect of employees or managing agents engaged full time in respect of
the Building or, if engaged on a part time basis, a fair and reasonable proportionate part thereof, but not to exceed those costs which would be the total management costs incurred in respect of a frugally and efficiently run premium grade
Building.
|------------------------------- | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Audit statements                | 14. |  | Costs and fees incurred in order to provide the audit statements of outgoings referred to in clause 4.                                                                                                                                                                                                                                                                                                                                                                                                             
|General expenditure             | 15. |  | Any other expenditure properly and reasonably incurred by the Lessor in the management, operation and maintenance of the Building or the Commercial Stratum.                                                                                                                                                                                                                                                                                                                                                       
|Stratum Management Contribution | 16. |  | Those amounts payable by the Lessor as a contribution to the cost of Shared Facilities and Shared Services for the Complex pursuant to the Stratum Management Statement.                                                                                                                                                                                                                                                                                                                                           
|Exclusions                      | 17. |  | In relation to each of the above there must be excluded:                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                |     |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                |     |  | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                |     |  | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

51

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Annexure C
Rules of the Building

Lifts and Escalatorsall lifts and escalators to be operating 24 hours a day 7 days a
week.

Air- conditioningto operate Monday to Friday between 7.00 am and 7.00 pm, Public Holidays excepted. Outside those
hours, air- conditioning to be provided to the Premises at the request and at the cost of the Lessee in accordance with the Lease.

Access to the Buildingpublic entry doors to the Building to be open daily between 7.00 am and 7.00 pm, Saturdays, Sundays and
Public Holidays excepted. Outside those hours, access to be available through a nominated entry and exit point for the Lessee and in accordance with the operations of the Lessor's security system for
the Building.

52

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Annexure D
Mortgagee's Consent

53

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ITEM SCHEDULE

|Item 1
Commercial Stratum              |  | Lot 112 in Deposited Plan 1014769 being the land in part folio identifier 12/881083                                                                                                                                                     
|-------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 2
Premises                        |  | Part Level 41 of the Office Tower known as Citigroup Centre, 2 Park Street, Sydney erected in the Commercial Stratum as shown on Annexure A and being approximately 727.7 square metres (to be confirmed by survey under the PCA
Method)
|Item 3
Commencing Date                 |  | 1 July 2001                                                                                                                                                                                                                             
|Item 4
Termination Date                |  | 30 June 2005                                                                                                                                                                                                                            
|Item 5
Term                            |  | 4 years                                                                                                                                                                                                                                 
|Item 6
Lessee's percentage(Clause 4)   |  | 1% on the basis that the Commercial Component of the Office Tower has a Lettable Area of 72,631.0 square metres                                                                                                                         
|Item 7
Initial Annual Rent(Clause 3.1) |  | $595.00 per square metre per annum (being a total of $432,981.50 per annum based on an area of 727.7 square metres subject to survey)                                                                                                   
|Item 8
Review Dates(Clauses 3.2 & 3.3) |  |                                                                                                                                                                                                                                         
|                                       |  |                                                                                                                                                                                                                                         
|                                       |  |                                                                                                                                                                                                                                         
|Item 9
Notices(Clause 24.3)            |  | Name:
       
Address:                                                                                                                                                                                                                  
|                                       |  |                                                                                                                                                                                                                                         
|                                       |  | Attention:
Fax Number:                                                                                                                                                                                                                  
|                                       |  | Name:                                                                                                                                                                                                                                   
|                                       |  | Address:                                                                                                                                                                                                                                
|                                       |  | Attention:                                                                                                                                                                                                                              
|                                       |  | Fax Number:                                                                                                                                                                                                                             
|                                       |  |                                                                                                                                                                                                                                         
|                                       |  | With a copy to:                                                                                                                                                                                                                         

54

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|                                                 |  | Address:                                     |  | Level 22, 56 Pitt Street
SYDNEY NSW 2000
|------------------------------------------------ |  | -------------------------------------------- |  | ----------------------------------------
|                                                 |  | Attention:                                   |  |                                         
|                                                 |  | Fax Number:                                  |  | (02) 9274 7700                          
|                                                 |  |                                              |  |                                         
|Item 10
Permitted use of
Premises(Clause 5.1)    |  | Commercial Offices                          
|Item 11
Public risk insurance(Clause 9.1(a))     |  | Ten Million Dollars ($10,000,000)           
|Item 12
Term of renewed lease(Clause 17)         |  | 18 months                                   
|Item 13
Licence Fee for car
parking(Clause 19.1) |  | $7,800 per car space per annum              
|Item 14
No. of cars(Clause 19.1)                 |  | Two(2)                                      
|Item 15
Licence Review Date(Clause 19.4)         |  | On each anniversary of the Commencement Date

55

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|Signed sealed and deliveredfor and on behalf ofTRUST COMPANY OF AUSTRALIA LIMITED, ACN 004 027 749by its Attorney under a Power
of Attorney dated                                  and registered
Book                       No.                 
  and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney in the presence of: |  | /s/TRUST COMPANY OF AUSTRALIA LIMITEDSignature
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                            |  |                                               
|Signature of Witness                                                                                                                                                                                                                                                                                                                                                                        |  |                                               
|                                                                                                                                                                                                                                                                                                                                                                                            |  |                                               
|Name of Witness in full                                                                                                                                                                                                                                                                                                                                                                     |  |                                               
|                                                                                                                                                                                                                                                                                                                                                                                            |  |                                               
|Executedby (TENANT) Pty Limited by or in the presence of:                                                                                                                                                                                                                                                                                                                                   |  |                                               
|                                                                                                                                                                                                                                                                                                                                                                                            |  |                                               
|                                                                                                                                                                                                                                                                                                                                                                                            |  |                                               
|/s/SEEBEYOND TECHNOLOGY CORPORATIONSignature of Director                                                                                                                                                                                                                                                                                                                                    |  | Signature of Secretary/other Director         
|                                                                                                                                                                                                                                                                                                                                                                                            |  |                                               
|Name of Director in full                                                                                                                                                                                                                                                                                                                                                                    |  | Name of Secretary/other Director in full      

56

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Table of Contents

|1. |     | INTERPRETATION                      |                                                | 1 
|-- | --- | ----------------------------------- | ---------------------------------------------- | --
|   | 1.1 |                                     | DEFINITIONS                                    |   
|   | 1.2 |                                     | SINGULAR/PLURAL, GENDER ETC.                   |   
|   | 1.3 |                                     | COVENANTSJOINT AND SEVERAL                    |   
|   | 1.4 |                                     | STATUTES                                       |   
|   | 1.5 |                                     | HEADINGS AND UNDERLININGS                      |   
|   | 1.6 |                                     | MANNER OF REQUESTING AND PROVIDING APPROVAL    |   
|   | 1.7 |                                     | BODIES AND ASSOCIATIONS                        |   
|   | 1.8 |                                     | ITEMS                                          |   
|   | 1.9 |                                     | INDEMNITIES                                    |   
|2. |     | EXCLUSION OF IMPLIED COVENANTS      |                                                | 7 
|   | 2.1 |                                     | IMPLIED STATUTORY COVENANTS                    |   
|   | 2.2 |                                     | WHOLE OF AGREEMENT IN THIS LEASE               |   
|3. |     | MONEYS PAYABLE UNDER THIS LEASE     |                                                | 8 
|   | 3.1 |                                     | RENT                                           |   
|   | 3.2 |                                     | ADJUSTMENT OF RENT                             |   
|   | 3.3 |                                     | MARKET RENT REVIEW                             |   
|   | 3.4 |                                     | GOODS AND SERVICES TAX                         |   
|   | 3.5 |                                     | ABATEMENT ON DAMAGE                            |   
|   | 3.6 |                                     | AMORTISATION OF FIT OUT COST                   |   
|4. |     | OUTGOINGS                           |                                                | 11
|   | 4.1 |                                     | LESSEE TO PAY PROPORTION OF BUILDING OUTGOINGS |   
|   | 4.2 |                                     | PAYMENTS ON ACCOUNT OF OUTGOINGS               |   
|   | 4.3 |                                     | OUTGOINGS STATEMENT                            |   
|   | 4.4 |                                     | ADJUSTMENT OF OUTGOINGS                        |   
|   | 4.5 |                                     | CHANGE TO LESSEE'S PROPORTION                  |   
|5. |     | USE OF THE PREMISES                 |                                                | 12
|   | 5.1 |                                     | PERMITTED USE                                  |   
|   | 5.2 |                                     | WARRANTY                                       |   
|   | 5.3 |                                     | NO NOXIOUS USE                                 |   
|   | 5.4 |                                     | COMMON AREAS                                   |   
|   | 5.5 |                                     | RESERVATIONS TO LESSOR                         |   
|   | 5.6 |                                     | USE OF FIT OUT                                 |   
|6. |     | ASSIGNMENT, SUB-LEASING ETC.        |                                                | 13
|   | 6.1 |                                     | RESTRICTION ON ASSIGNMENT                      |   
|7. |     | MAINTENANCE, REPAIR AND ALTERATIONS |                                                | 15
|   | 7.1 |                                     | REPAIR                                         |   
|   | 7.2 |                                     | REDECORATION                                   |   
|   | 7.3 |                                     | CLEANING                                       |   
|   | 7.4 |                                     | BREAKAGES                                      |   
|   | 7.5 |                                     | BROKEN GLASS                                   |   
|   | 7.6 |                                     | LESSOR MAY INSPECT                             |   

i

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|    | 7.7  |                                             | LESSOR MAY REPAIR                                                |    | 16
|--- | ---- | ------------------------------------------- | ---------------------------------------------------------------- | -- | --
|    | 7.8  |                                             | STRUCTURAL ALTERATIONS                                           |    | 17
|    | 7.9  |                                             | PEST CONTROL                                                     |    | 17
|    | 7.10 |                                             | ALTERATIONS TO FITOUT                                            |    | 17
|8.  |      | GENERAL LESSEE'S COVENANTS                  |                                                                  | 18
|    | 8.1  |                                             | SERVICES                                                         |    | 18
|    | 8.2  |                                             | REQUIREMENTS OF PUBLIC AUTHORITIES                               |    | 18
|    | 8.3  |                                             | FLOOR OVERLOADING                                                |    | 18
|    | 8.4  |                                             | USE OF LAVATORIES                                                |    | 18
|    | 8.5  |                                             | NOTICE OF DEFECTS                                                |    | 18
|    | 8.6  |                                             | FIRE DRILLS                                                      |    | 19
|    | 8.7  |                                             | HEATING AND COOLING                                              |    | 19
|    | 8.8  |                                             | FIRE REGULATIONS                                                 |    | 19
|9.  |      | INSURANCE                                   |                                                                  | 19
|    | 9.1  |                                             | PUBLIC RISK POLICY AND THIRD PARTY POLICY                        |    | 19
|    | 9.2  |                                             | LESSEE NOT TO VOID INSURANCES                                    |    | 19
|    | 9.3  |                                             | APPROVED INSURERS                                                |    | 20
|    | 9.4  |                                             | DISCLOSURES                                                      |    | 21
|    | 9.5  |                                             | TOTAL DESTRUCTION                                                |    | 21
|10. |      | RELEASES AND INDEMNITIES                    |                                                                  | 22
|    | 10.1 |                                             | RELEASE BY LESSEE                                                |    | 22
|    | 10.2 |                                             | INDEMNITY BY LESSEE                                              |    | 22
|11. |      | LESSOR'S GENERAL COVENANTS                  |                                                                  | 22
|    | 11.1 |                                             | QUIET ENJOYMENT                                                  |    | 22
|    | 11.2 |                                             | ONGOING WORKS                                                    |    | 22
|    | 11.3 |                                             | LESSOR TO PAY RATES AND COMPLY WITH ORDERS                       |    | 23
|    | 11.4 |                                             | ACKNOWLEDGMENT AS TO OWNERSHIP OF FIXTURES AND FITTINGS          |    | 23
|    | 11.5 |                                             | REMOVAL OF LESSEE'S FIXTURES AND FITTINGS                        |    | 23
|    | 11.6 |                                             | MORTGAGEE'S CONSENT AND REGISTRATION                             |    | 23
|    | 11.7 |                                             | LESSOR'S INSURANCE                                               |    | 23
|12. |      | LESSOR'S OBLIGATIONS TO REPAIR AND MAINTAIN |                                                                  | 24
|    | 12.1 |                                             | LESSOR'S REPAIR AND MAINTENANCE OF THE BUILDING AND THE PREMISES |    | 24
|    | 12.2 |                                             | LESSOR'S REPAIR AND MAINTENANCE OF PLANT AND EQUIPMENT           |    | 24
|    | 12.3 |                                             | LESSOR TO CLEAN AND MAINTAIN COMMON AREAS                        |    | 24
|    | 12.4 |                                             | LESSOR TO MAINTAIN AND REPAIR STATUTORY SERVICES IN THE BUILDING |    | 24
|    | 12.5 |                                             | LESSOR TO KEEP SPRINKLERS AND FIRE WARNING SYSTEM IN GOOD REPAIR |    | 25
|    | 12.6 |                                             | RESTRICTION ON LESSOR'S OBLIGATIONS                              |    | 25
|    | 12.7 |                                             | OCCUPATIONAL HEALTH AND SAFETY                                   |    | 25
|13. |      | SERVICES TO BE PROVIDED BY LESSOR           |                                                                  | 26
|    | 13.1 |                                             | SERVICES TO BE PROVIDED BY LESSOR                                |    | 26
|    | 13.2 |                                             | AIR CONDITIONING                                                 |    | 26
|    | 13.3 |                                             | ELEVATORS                                                        |    | 26
|    | 13.4 |                                             | MAINTENANCE OF COMMON AREAS                                      |    | 27

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|14. |       | LESSOR'S RIGHTS                  |                                               | 27
|--- | ----- | -------------------------------- | --------------------------------------------- | --
|    | 14.1  |                                  | CONTROL OF COMMON AREAS                       |   
|    | 14.2  |                                  | MANAGER                                       |   
|    | 14.3  |                                  | GRANT OF EASEMENTS                            |   
|    | 14.4  |                                  | RULES                                         |   
|15. |       | 24 HOUR ACCESS AND SECURITY      |                                               | 28
|    | 15.1  |                                  | 24 HOUR ACCESS                                |   
|    | 15.2  |                                  | CLOSURE OF BUILDING                           |   
|    | 15.3  |                                  | OUT OF HOURS COSTS                            |   
|    | 15.4  |                                  | SECURITY SERVICE FOR THE COMPLEX              |   
|16. |       | DEFAULT: TERMINATION, ETC.       |                                               | 29
|    | 16.1  |                                  | TERMINATION, RE-ENTRY OR SURRENDER ON DEFAULT |   
|    | 16.2  |                                  | OPPORTUNITY TO RECTIFY DEFAULT                |   
|    | 16.3  |                                  | LESSOR MAY REMEDY LESSEE'S DEFAULTS           |   
|    | 16.4  |                                  | DAMAGES                                       |   
|    | 16.5  |                                  | ESSENTIAL TERMS                               |   
|    | 16.6  |                                  | INTEREST ON OVERDUE MONEYS                    |   
|    | 16.7  |                                  | YIELDING UP                                   |   
|    | 16.8  |                                  | HOLDING OVER                                  |   
|17. |       | OPTION TO RENEW                  |                                               | 32
|    | 17.1  |                                  | OPTION                                        |   
|    | 17.2  |                                  | LESSOR'S NOTICE                               |   
|18. |       | NAMING AND SIGNAGE RIGHTS        |                                               | 32
|    | 18.1  |                                  | SCOPE OF NAMING AND SIGNAGE RIGHTS            |   
|19. |       | CAR PARKING                      |                                               | 33
|    | 19.1  |                                  | NON-EXCLUSIVE LICENCE                         |   
|    | 19.2  |                                  | TERM OF LICENCE                               |   
|    | 19.3  |                                  | PAYMENT OF LICENCE FEES                       |   
|    | 19.4  |                                  | PARKING SPACE LEVY                            |   
|    | 19.5  |                                  | REVIEW OF LICENCE FEES                        |   
|    | 19.6  |                                  | USE OF LICENSED AREAS                         |   
|    | 19.7  |                                  | OPERATION BY LESSOR'S MANAGER                 |   
|    | 19.8  |                                  | ASSIGNMENT                                    |   
|    | 19.9  |                                  | REMOVAL ON TERMINATION                        |   
|    | 19.10 |                                  | NATURE OF LESSOR'S MANAGER                    |   
|20. |       | APPROVAL OF TENANCIES            |                                               | 37
|21. |       | STRATUM PLAN                     |                                               | 37
|22. |       | LIMITATION OF LIABILITY          |                                               | 38
|    | 22.1  |                                  | LESSOR CAPACITY                               |   
|    | 22.2  |                                  | OBLIGATIONS OF THE LESSOR                     |   
|23. |       | BANK GUARANTEE OR INSURANCE BOND |                                               | 41
|    | 23.1  |                                  | BANK GUARANTEE                                |   

iii

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|    | 23.2  |                               | INSURANCE BOND                          |    | 41
|--- | ----- | ----------------------------- | --------------------------------------- | -- | --
|24. |       | DISPUTE RESOLUTION            |                                         | 42
|    | 24.1  |                               | FIRST STAGE                             |    | 42
|    | 24.2  |                               | EXPERT DETERMINATION                    |    | 42
|    | 24.3  |                               | RUNNING OF TIME                         |    | 43
|25. |       | CONSTRUCTION OF FIT-OUT WORKS |                                         | 43
|    | 25.1  |                               | APPROVAL OF LESSOR TO FIT-OUT WORKS     |    | 43
|    | 25.2  |                               | LESSEE TO APPLY FOR APPROVALS           |    | 43
|    | 25.3  |                               | LESSEE'S CONTRACTORS                    |    | 44
|    | 25.4  |                               | LESSEE ACCEPTS RISK                     |    | 44
|    | 25.5  |                               | INDEMNITY                               |    | 44
|    | 25.6  |                               | WORKERS DURING PERIOD OF FIT-OUT WORKS  |    | 44
|    | 25.7  |                               | ACCESS AFTER HOURS                      |    | 44
|    | 25.8  |                               | RULES AND BY-LAWS                       |    | 45
|    | 25.9  |                               | LESSEE RESPONSIBLE FOR DAMAGE           |    | 45
|    | 25.10 |                               | LESSOR'S INSPECTION OF LESSEE'S WORKS   |    | 45
|    | 25.11 |                               | LESSOR'S CONTRIBUTION                   |    | 45
|    | 25.12 |                               | OCCUPATION UNDER LICENCE                |    | 45
|26. |       | GENERAL                       |                                         | 45
|    | 26.1  |                               | WAIVER                                  |    | 45
|    | 26.2  |                               | COSTS OF LEASE                          |    | 45
|    | 26.3  |                               | NOTICES                                 |    | 46
|    | 26.4  |                               | "FOR SALE" AND "TO LET" NOTICES         |    | 46
|    | 26.5  |                               | NON-MERGER                              |    | 47
|    | 26.6  |                               | PERSONS UNDER THE CONTROL OF THE LESSEE |    | 47

iv

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