Exhibit
10.32


	
  

  	
   

  	
  Form: 07L

  Release: 2.1

  	
   

  	
  LEASE

  	
   

  	
  Leave this space clear. Affix additional pages to
  the top left-hand corner.

  
	
   

  	
   

  	
  www.lands.nsw.gov.au

  	
   

  	
  New
  South Wales

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Real
  Property Act 1900

  	
   

  	
   

  



 


	
  

  	
   

  	
  PRIVACY NOTE: Section 31B of the Real Property
  Act 1900 (RP Act) authorises the Registrar General to collect the information
  required by this form for the establishment and maintenance of the Real
  Property Act Register. Section 96B RP Act requires that the Register is made
  available to any person for search upon payment of a fee, if any.

  
	
   

  	
   

  	
  STAMP DUTY

  	
   

  	
  Office of State Revenue use only

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (A)

  	
   

  	
  TORRENS TITLE

  	
   

  	
  Folio Identifier 12/SP70793

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  (B)

  	
   

  	
  LODGED BY

  	
   

  	
  Document

  	
   

  	
  Name, Address or DX and Telephone

  	
   

  	
  CODE

  
	
   

  	
   

  	
   

  	
   

  	
  Collection

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Box

  	
   

  	
  TressCox Lawyers

  DX 123 SYDNEY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  864L

  	
   

  	
  Reference:

  	
  PAE 62518 LLPN:123623X

  	
   

  	
  L

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
   

  	
  LESSOR

  	
   

  	
  ING MANAGEMENT LIMITED (ACN 006 065 032)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
   

  	
   

  	
   

  	
  Encumbrances (if applicable):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (E)

  	
   

  	
  LESSEE

  	
   

  	
  CHANNELL PTY LIMITED (ABN 29 002 735 622)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (F)

  	
   

  	
   

  	
   

  	
  TENANCY:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
												



 


	
  (G)

  	
   

  	
  1.

  	
  TERM   5 years

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  COMMENCING DATE   13
  July 2006

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  TERMINATING DATE   12
  July 2011

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  With an OPTION TO RENEW for
  a period of   5 years

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  set out in clause 2.4 of Annexure ‘A’

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  With an OPTION TO PURCHASE set
  out in clause N.A.                  of
  N.A.

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  Together with and reserving the RIGHTS set out in
  clause N.A.
                   of
  N.A.

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  Incorporates the provisions or additional material
  set out in ANNEXURE(S) ‘A’ hereto.

  	
   

  	
   

  
	
   

  	
   

  	
  8.

  	
  Incorporates the provisions set out in N.A. in the
  Department of Lands, Land and Property Information Division as No(s). N.A.

  	
   

  	
   

  
	
   

  	
   

  	
  9.

  	
  The RENT is set
  out in item No. 8 of Annexure ‘A’

  	
   

  	
   

  



 


	
  ALL HANDWRITING MUST BE IN BLOCK CAPITALS.

  	
   

  	
  DEPARTMENT OF LANDS

  
	
  0603

  	
   

  	
  LAND AND PROPERTY
  INFORMATION DIVISION

  



 



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  DATE

  	
   

  	
   

  
	
  (H)

  	
  I certify that
  the person(s) signing opposite, with whom I am personally acquainted or as to
  whose identity I am otherwise satisfied, signed this instrument in my
  presence.

  	
   

  	
  Certified
  correct for the purposes of the Real Property Act 1900 by the lessor.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature of witness:

  	
   

  	
  Signature of
  lessor:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of witness:

  	
  See Annexure ‘A’

  	
   

  	
   

  
	
   

  	
  Address of
  witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  I certify that the
  person(s) signing opposite, with whom I am personally acquainted or as to
  whose identity I am otherwise satisfied, signed this instrument in my
  presence.

  	
   

  	
  Certified correct for
  the purposes of the Real Property Act 1900 by the lessee.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature of witness:

  	
   

  	
  Signature of lessee:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of witness:

  	
  See Annexure ‘A’

  	
   

  	
   

  
	
   

  	
  Address of
  witness:

  	
   

  	
   

  



(I)   STATUTORY DECLARATION *


I,


solemnly and sincerely declare that—


1.         The
time for the exercise of option
to                     in
expired lease No.                     has
ended; and


2.         The
lessee under that lease has not exercised the option.


I make this solemn declaration conscientiously
believing the same to be true and by virtue of the provisions of the Oaths Act
1900 


and I certify this lease correct for the purposes of
the Real Property Act 1900.


	
   

  	
  Made and
  subscribed at

  	
  in the State of
  New South Wales

  
	
   

  	
  on

  	
  in the presence of—

  
	
   

  	
  Signature of
  witness:

  	
  Signature of
  lessor:

  
	
   

  	
  Full name of witness:

  	
   

  
	
   

  	
  Address of witness:

  	
   

  
	
   

  	
  Qualification
  of witness: [tick one]

  	
   

  	
   

  
	
   

  	
   

  	
  o
  Justice
  of the Peace

  
	
   

  	
   

  	
  o
  Practising
  Solicitor

  
	
   

  	
   

  	
  o
  Other [specify]

  
					



 






* As the Department of
Lands may not be able to provide the services of a justice of the peace or
other qualified witness, the statutory declaration should be signed and
witnessed prior to lodgment of the form at Land and Property Information
Division.



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THIS and the following 40 pages form
Annexure ‘A’ to a Lease made between ING Management Limited (‘Landlord’) and Channell Pty Limited (‘Tenant’)
dated July 13, 2006.  The Landlord and the Tenant agree as
follows:


SUMMARY


Item 1                    LANDLORD


ING Management Limited (ACN
006 065 032)

of Level 6, 345 George Street, Sydney, New South Wales


Item 2                    TENANT


Channell Pty Limited (ABN 29 002
735 622)

of 3 Healey Circuit, Huntingwood Business Centre, Huntingwood, New South Wales


Item 3                    GUARANTOR


Not applicable


Item 4                    ESTATE


The Estate known as Huntingwood
Business Centre on the land in Certificate of Title Folio

Identifier CP/SP 58386


Item 5                    PREMISES


3 Healey Circuit, Huntingwood
Business Centre, Huntingwood, comprised in Certificate of Title Folio

Identifier 12/SP70793


Item 6                    TERM


5 years commencing on 13 July 2006
and terminating on 12 July 2011


Item 7                    OPTION LEASE


5 years commencing on 13 July 2011
and terminating on 12 July 2016


Item 8                    INITIAL BASE RENT


$459,885 per year


Item 9                    MARKET BASE RENT REVIEW DATES (Including during
Option Lease)


13 July 2011


	
  /s/ Adrian Lawrence Astridge

  	
   

  	
  /s/ William H. Channell, Jr

  
	
  /s/ Tim Roger Lewis

  	
   

  	
  /s/ Nick Morganti

  
	
  Signature of Landlord

  	
   

  	
  Signature of Tenant

  



 



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Item 10                 CPI BASE RENT REVIEW DATES (Including during Option
Lease)


13 July 2007, 13 July 2008, 13
July 2009, 13 July 2010, 13 July 2012, 13 July 2013, 13 July

2014, 13 July 2015


Item 11                 FIXED PERCENTAGE BASE RENT REVIEW DATES (Including
during Option Lease)


Not applicable


Item 12                 PERCENTAGE FOR FIXED PERCENTAGE BASE RENT REVIEWS


Not applicable


Item 13                 PERMITTED USE


Manufacturing, storage and
distribution of moulded plastics and broadband

telecommunications products and associated offices.


Item 14                 TENANT’S PROPORTION OF OUTGOINGS


A.            Lot Outgoings – 100%


B.            Estate
Outgoings – 12%


Item 15                 BANK GUARANTEE


6 Months Base Rent and the Tenant’s
Proportion of Outgoings increased by the rate of GST

(expressed as a percentage) applicable from time to time


Item 16                 SECURITY DEPOSIT


Not applicable


Item 17                 PERIOD FREE OF BASE RENT AND LANDLORD’S
CONTRIBUTION


See Clause 20.3


Item 18                 NUMBER OF CAR SPACES


63 provided by the Landlord


Item 19                 INCENTIVE AMOUNT


The total of:


A:            $229,942.50
being equivalent to 6 Months initial Base Rent; and


B:            the
cost of the Landlord’s Power Facilities (less any amount paid or allowed by the
Tenant pursuant to Clause 20.7)


Item 20                 SCHEME


ING Industrial Fund



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Item 21                                                    TRUST


Not applicable



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1.          DEFINITIONS
AND INTERPRETATION


1.1.      DEFINITIONS


Unless otherwise provided in this Lease, the following words have the
following meanings:


1.1.1         ‘ACCESSORIES’ means all wires, cables,
ducts, plant, machinery, fixtures, fittings, equipment, kitchens, toilets,
grease traps, wash basins, water, gas and electrical fittings and equipment,
pipes, drains, sewers and other services in or to the Premises or the Estate
owned or controlled by the Landlord other than the Tenant’s Goods.


1.1.2         ‘ALTERNATE PREMISES’ means property owned by
the Landlord or a Related Corporation of the Landlord and held in the ING
Industrial Fund.


1.1.3         ‘BANK GUARANTEE’ means an irrevocable bank
guarantee having no expiry date to be in a form approved by the Landlord from a
bank trading in New South Wales under which the bank agrees to pay to the
Landlord on demand an amount not less than the amount specified in Item 15.


1.1.4         ‘BASE RENT’ means the amounts payable under
Clause 3.1.


1.1.5         ‘BASE RENT AGREEMENT PERIOD’ means the period
of 14 days during which the Landlord and the Tenant will try to agree on the
current annual face market rent to apply from a Market Base Rent Review Date.


1.1.6         ‘BUSINESS DAY’ means a day that is not a
Saturday, Sunday, public holiday or bank holiday in Sydney.


1.1.7         ‘COMMENCING DATE’ means the lease commencing
date specified in Item 6.


1.1.8         ‘COMMON AREAS’ means all parts of the Estate
available for use by the Tenant in common with others and includes any part of
the Common Areas.


1.1.9         ‘COMMON PROPERTY’ means the common property
in Strata Plan 58386 and any part.


1.1.10       ‘CPI BASE RENT REVIEW DATE’ means each of
the dates specified in Item 10.


1.1.11       ‘ESTATE’ means the land and buildings
described in Item 4 and includes all improvements in or on the Estate owned or
controlled by the Landlord, the Accessories, the Fire Equipment, the Landlord’s
Airconditioning Equipment and any extensions or alterations to the Estate and
any part of the Estate.


1.1.12       ‘ESTATE OUTGOINGS’ means that percentage of
the Landlord’s costs and expenses paid or payable in relation to the Estate to
the extent those costs and expenses are not included in the levies of the
Owners Corporation and includes:


(a)           the
cost of providing and maintaining services to the Estate including light,
power, airconditioning, ventilation, lifts,
escalators, security, supervision, waste removal and the cleaning and
lighting of the Common Property;



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(b)           the cost of operating, repairing and maintaining the Estate, the
Accessories, the Fire Equipment and the Landlord’s Airconditioning Equipment
(but not including structural or capital works);


(c)           the cost of the management, control and administration of the Estate
including wages, on costs and consultancy fees;


(d)           the cost of supplying towels, soap, sanitary units and other facilities
in the washrooms and toilets of the Estate;


(e)           the cost of statutory inspections and reports;


(f)            the cost of purchasing, hiring, maintaining and
servicing all plants and flowers, gardens, lawns, planted areas and artificial
water courses;


(g)           the cost of pest control;


(h)           the cost of Outgoings audits;


(i)            any payments in relation to car spaces in the
Estate under the Taxation Administration Act 1996 or of any other levy, charge
or fee imposed by any competent authority in relation to such car spaces or the
use of such car spaces.


1.1.13       ‘FIRE EQUIPMENT’ means all fire fighting,
prevention, warning, evacuation and detection equipment in the Premises.


1.1.14      ‘FIXED PERCENTAGE BASE RENT REVIEW DATE’
means each of the dates specified in Item 11.


1.1.15      ‘GST’ means goods and services tax, value
added tax, consumption tax or a similar tax on supply.


1.1.16      ‘GUARANTOR’ means the Person (if any)
described in Item 3 and includes:


(a)           if the Guarantor is a corporation, the Guarantor’s successors in title;
and


(b)           if the Guarantor is a natural person, the Guarantor’s executors and
administrators.


1.1.17      ‘INCENTIVE’ means the amount (if any) of any
incentive paid or allowed by the Landlord in relation to this Lease and
referred to in Item 19.


1.1.18      ‘INSTITUTE’ means the New South Wales
Division of the Australian Property Institute (Inc.).


1.1.19      ‘ITEM’ means an Item in the Summary.


1.1.20      ‘LANDLORD’ means the Person described in
Item 1 and includes:


(a)           if the Landlord is a corporation, the Landlord’s successors in title
and assigns; and


(b)           if the Landlord is a natural person, the Landlord’s executors and
administrators.



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1.1.21       ‘LANDLORD’S ADVANCE’ means the amount which
the Landlord, acting reasonably, accepts is equal to the cost of the Power
Upgrade less the Landlord’s Power Cost.


1.1.22       ‘LANDLORD’S AIRCONDITIONING EQUIPMENT’ means
all plant and equipment for ventilating or air conditioning the Premises or the
Estate owned or controlled by the Landlord.


1.1.23       ‘LANDLORD’S OUTGOINGS ESTIMATE’ means a
written estimate given by the Landlord to the Tenant detailing the Landlord’s
estimate of the Tenant’s Proportion of Outgoings for any period up to 1 year in
advance of such estimate.


1.1.24       ‘LANDLORD’S POWER COST’ means that part of
the cost of the Power Upgrade which relates to increasing the power available
to the Premises to 650 Amps per phase.


1.1.25       ‘LANDLORD’S POWER FACILITIES’ means the
plant, buildings, cables, wires and associated equipment installed in the
Premises by the Landlord to enable future supply of a higher capacity of power
to the Premises of 1,200 Amps per phase.


1.1.26       ‘LANDLORD’S REVIEW NOTICE’ means a written
notice given by the Landlord to the Tenant of the Landlord’s assessment of the
annual current face market rent to apply from a Market Base Rent Review Date.


1.1.27       ‘LEASE’ means this Lease and includes any
other tenancy which exists between the Landlord and the Tenant in relation to
the Premises.


1.1.28       ‘LOT’ means Lot 12 in Strata Plan 70793.


1.1.29       ‘LOT OUTGOINGS’ means that percentage of the
Landlord’s costs and expenses paid or payable in relation to the Lot and
includes:-


(a)           all Rates and Taxes;


(b)           the cost of providing and maintaining services to the Lot including
light, power, airconditioning, ventilation, lifts, escalators, security,
supervision, waste removal and the cleaning and lighting of the Common Areas;


(c)           the cost of operating, repairing and maintaining the Lot, the
Accessories, the Fire Equipment and the Landlord’s Airconditioning Equipment
(but not including structural or capital works);


(d)           the cost of the management, control and administration of the Lot
including wages, on costs and consultancy fees;


(e)           the cost of all premiums to insure the Lot in its full insurable
replacement value including demolition and debris removal with an escalation
provision, broker’s fees, stamp duty, valuations required for insurance
purposes, loss of rent insurance and such other insurances as the Landlord
requires;


(f)            the cost of supplying towels, soap, sanitary units
and other facilities in the washrooms and toilets of the Lot;


(g)           the cost of statutory inspections and reports;



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(h)           the cost of purchasing, hiring, maintaining and servicing all plants
and flowers, gardens, lawns, planted areas and artificial water courses;


(i)            the cost of pest control;


(j)            the cost of Outgoings audits;


(k)           any payments in relation to car spaces in the Lot under the Taxation
Administration Act 1996 or of any other levy, charge or fee imposed by any
competent authority in relation to such car spaces or the use of such car
spaces; and


(l)            any levies or other monies that are payable to
the Owners Corporation.


1.1.30      ‘MARKET BASE RENT REVIEW DATE’ means each of
the dates specified in Item 9.


1.1.31      ‘MONTH’ means calendar month.


1.1.32      ‘NEW TENANT’ means the proposed assignee,
sub-tenant or licensee as referred to in Clause 15.1.3


1.1.33      ‘OPTION LEASE’ means the further lease of
the Premises for the further term specified in Item 7.


1.1.34      ‘OUTGOINGS’ means the total of the Lot
Outgoings and the Estate Outgoings.


1.1.35      ‘OWNERS CORPORATION’ means the Owners
Corporation of Strata Plan 58386.


1.1.36      ‘PAYMENT EVENT’ means the day on which:


(a)           the Tenant is in default under this Lease and the Landlord as a result
is entitled to re-enter and repossess the Premises; or


(b)           this Lease expires, is terminated or surrendered; or


(c)           the Tenant assigns its interest in the Premises.


1.1.37       ‘PERMITTED USE’ means the use specified in
Item 13.


1.1.38       ‘PERSON’ includes natural persons and
incorporated and unincorporated bodies and associations.


1.1.39       ‘POWER UPGRADE’ means an increase in the
power provided to the Premises to 1,200 Amps per phase by way of the
installation of a kiosk or sub-station within the Estate.


1.1.40       ‘POWER UPGRADE NOTICE’ means a written
notice from the Tenant to the Landlord notifying the Landlord that the Tenant
requires a Power Upgrade.


1.1.41       ‘POWER UPGRADE RENT’ means an amount equal
to the Landlord’s Advance, plus interest on the Landlord’s Advance calculated
at the Rate applicable from time to time, computed from the date on which the
Landlord’s Advance is made and calculated on the Landlord’s Advance outstanding
at the commencement of each Month during the Term.



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1.1.42       ‘PREMISES’ means the Premises described in
Item 5 and includes the Accessories, the Fire Equipment, the Landlord’s
Airconditioning Equipment and the Landlord’s Power Facilities located within
the Premises and any part of the Premises.


1.1.43       ‘PREMISES SERVICES’ means any services and
facilities provided or installed by or for the Landlord in the Premises or for
the benefit of the Premises in any false floor of the Premises or in any
ceiling cavity or structural walls adjoining the Premises including but, not
limited to, airconditioning thermostats, ducts and outlets, fire sprinkler
heads and piping, security and fire alarm equipment, lighting, central
electrical switching arrangements, emergency lighting and exit signs.


1.1.44       ‘PRESIDENT’ means the president or other
principal officer (acting or otherwise) from time to time of the Institute.


1.1.45       ‘PROPERTY COUNCIL’ means Property Council of
Australia Limited (ACN 008 474 422) trading as Property Council of Australia.


1.1.46       ‘PROPOSED TRANSFEREE’ means a Person to
which the Tenant proposes to transfer or issue shares or a Person in which the
Tenant proposes to vest other rights as referred to in Clause 15.2.


1.1.47       ‘RATE’ means the published BBSW rate plus
265 basis points.


1.1.48       ‘RATES and TAXES’ means all rates, taxes,
charges and assessments of every kind assessed, charged or imposed on the
Landlord or on the Lot because of the Landlord’s interest in the Lot, except
income tax, capital gains tax and any GST. In the case of land tax, Rates and
Taxes means the land tax (including any similar tax on land) assessed or
charged because of the Landlord’s interest in the Lot, calculated on the basis
of the amount by which the Landlord’s land tax liability is increased because
of the Landlord’s interest in the Lot.


1.1.49       ‘RELATED CORPORATION’ has the same meaning
as that term is given in the Corporations
Act 2001.


1.1.50       ‘SCHEME’ means the scheme specified in Item
20.


1.1.51       ‘SECURITY DEPOSIT’ means a sum of cash of an
amount not less than the amount specified in Item 16 to be held by the Landlord
as provided in Clause 20.2.


1.1.52       ‘SUMMARY’ means the Summary appearing at the start of this
Lease.


1.1.53      ‘TENANT’ means the Person described in Item
2 and includes:


(a)           if the Tenant is a corporation, the Tenant’s successors in title and
assigns;


(b)           if the Tenant is a natural person, the Tenant’s executors,
administrators and assigns;


(c)           unless contrary to the context, the Tenant’s employees; and


(d)           unless contrary to the context, the Tenant’s contractors, agents,
customers and visitors at any time in the Estate.



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1.1.54      ‘TENANT’S GOODS’ means all the Tenant’s
fixtures, fittings and goods in the Premises but does not include any fixtures,
fittings or goods in the Premises to replace the Accessories, the Fire
Equipment or the Landlord’s Airconditioning Equipment.


1.1.55      ‘TENANT’S FITOUT WORKS’ means the works
carried out or to be carried out by the Tenant to fitout the Premises for the
Tenant’s occupation.


1.1.56      ‘TENANT’S PROPORTION OF OUTGOINGS’ is, as at
the date that the Tenant first occupies the Premises, the proportion of the Lot
Outgoings stated in Item 14A and the Proportion of the Estate Outgoings stated
in Item 14 B.


1.1.57      ‘TERM’ means the term of this Lease
specified in Item 6.


1.1.58      ‘TERMINATING DATE’ means the lease
terminating date specified in Item 6.


1.1.59      ‘TRUST’ means the trust specified in Item
21.


1.1.60      ‘TRUST DEED’ means the instrument
constituting the Trust.


1.1.61      ‘VALUER’ means a natural person who is a
practising member of not less than 5 years standing of the Institute and who
regularly values premises similar to the Premises.


1.1.62      ‘WORKS’ means any works in the Premises
which affect or interfere with the Accessories, the Fire Equipment or the
Landlord’s Airconditioning Equipment and any alterations or additions to the
Premises.


1.2.      INTERPRETATION


Unless otherwise provided in this Lease:


1.2.1        headings
in this Lease do not form part of the content of this Lease and do not affect
the meaning of this Lease;


1.2.2        Sections
84, 85 and 133B of the Conveyancing Act 1919
do not apply to this Lease;


1.2.3        words
importing the singular include the plural and vice versa and words importing a
particular gender include every gender;


1.2.4        any
agreement in this Lease by 2 or more Persons binds them jointly and each of
them separately;


1.2.5        if
any part of this Lease is invalid, illegal or unenforceable, the remaining
parts of this Lease will not be affected and will continue to be enforceable;


1.2.6        references
to statutes, regulations, ordinances and by-laws include all statutes,
regulations, ordinances and by-laws amending, consolidating or replacing them;


1.2.7        all
covenants or obligations in this Lease are to be regarded as separate
independent covenants made by 1 party to this Lease in favour of the other
parties;


1.2.8        the
law of New South Wales and the jurisdiction of the New South Wales Courts and
of the High Court and Federal Court of Australia apply to this Lease;



 11
 






 



1.2.9        this
Lease contains the whole agreement between the Landlord and the Tenant; and


1.2.10      reference
to any body (including, but not limited to, any institute, association,
authority or government agency) which ceases to exist or whose powers or
functions are transferred to any other body also includes the body which
replaces it or which substantially takes over its powers and functions.


2.        TERM


2.1.      LEASE TERM


In consideration of the Tenant’s agreement to pay the Base Rent and the
Tenant’s Proportion of Outgoings and to
observe and perform the obligations on the part of the Tenant set out in this
Lease the Landlord leases the Premises to the Tenant for the Term in
accordance with this Lease.


2.2.      DAMAGE TO PREMISES


2.2.1        Clauses
2.2.2 and 2.2.3 apply if the Premises are damaged by fire, flood, lightning,
storm or other disabling cause and, as a consequence, the Premises are either
substantially unfit for the Tenant’s use or the Landlord considers it
undesirable to rebuild the Premises in their previous form.


2.2.2        The
Landlord can terminate this Lease by giving 1 Months written notice to the
Tenant.


2.2.3        The
Tenant can terminate this Lease by giving 1 Months written notice to the
Landlord except where:


(a)           claims cannot be made under the Landlord’s or Owner’s Corporations
insurance of the Premises because of an act or failure to act by the Tenant; or


(b)           the Landlord gives the Tenant written notice within 3 Months of the
damage that the Landlord or Owner’s Corporation (as the case may be) intends to
rebuild the Premises and the Landlord or the Owner’s Corporation (as the case
may be) makes the Premises fit for use within 12 Months after the date of
giving of the Landlord’s notice under this Clause.


2.2.4        Nothing
in this Clause 2.2 obliges the Landlord or the Owner’s Corporation to rebuild
the Premises.


2.3.      HOLDING OVER


2.3.1        If
the Tenant remains in the Premises with the Landlord’s consent after the expiry
or earlier termination of this Lease (other than under an Option Lease), the
Tenant will do so as a monthly tenant:


(a)           at a Base Rent payable monthly in advance in the amounts determined by
the Landlord from time to time as notified in writing by the Landlord to the
Tenant; and


(b)           otherwise on the same terms as this Lease.



 12
 






 



2.3.2        The
monthly tenancy under Clause 2.3.1 can be terminated at any time by either the
Landlord or the Tenant giving the other two (2) Months written notice, expiring
on any day.


2.4.      OPTION LEASE


2.4.1        If
the Tenant wishes to have the Option Lease and strictly complies with Clause
2.4.2, the Landlord will lease the Premises to the Tenant on the terms set out
in Clause 2.4.3.


2.4.2        If
the Tenant wishes to have the Option Lease, the Tenant will:


(a)           give written notice to the Landlord not more than 9 Months and not less
than 6 Months before the Terminating Date;


(b)           not be in breach of this Lease, unless such breach has been waived or
remedied;


(c)           pay the Landlord’s costs of entering into the Option Lease;


(d)           ensure that any Guarantor enters into the Option Lease as guarantor;
and


(e)           ensure that any Bank Guarantee or Security Deposit under this Lease is
applied to the Option Lease.


2.4.3        The
Option Lease will be on the same terms as this Lease except:


(a)           this Clause 2.4 and Clauses 20.3, 20.4, and 20.7 will not be included;


(b)           Item 7 will not be included;


(c)           the commencing date in Item 6 will be the Option Lease commencing date;


(d)           the terminating date in Item 6 will be the Option Lease terminating
date; and


(e)           the Base Rent payable during the Option Lease will be determined in
accordance with this Lease and will in no event be varied to be less than 104%
of the Base Rent payable at the expiry of this Lease.


3.        BASE
RENT AND OTHER PAYMENTS


3.1.      RATES OF BASE RENT


Base Rent is payable at the annual rate specified in Item 8 until
varied under this Lease (if applicable) and is then payable at the varied
rates.


3.2.      MARKET BASE RENT REVIEWS


3.2.1        On
each Market Base Rent Review Date the annual Base Rent payable under this Lease
may be varied to the current annual face market rent agreed or determined under
Clauses 3.2.2 to 3.2.10.


3.2.2        No
earlier than 6 Months before a Market Base Rent Review Date the Landlord may
give the Tenant the Landlord’s Review Notice.



 13
 






 



3.2.3        Unless
the Tenant objects to the Landlord’s Review Notice by giving written notice to
the Landlord within 28 days of the Landlord giving the Landlord’s Review Notice
(time being of the essence), the annual Base Rent payable from the relevant
Market Base Rent Review Date will be the amount in the Landlord’s Review
Notice.


3.2.4        If
the Tenant objects to the Landlord’s Review Notice by giving written notice to
the Landlord within 28 days of the Landlord giving the Landlord’s Review Notice
(time being of the essence), the Base Rent Agreement Period will commence. If
the Landlord and the Tenant do not agree on the current annual face market rent
within the Base Rent Agreement Period (time being of the essence) Clauses 3.2.5
to 3.2.10 will apply.


3.2.5        After
expiry of the Base Rent Agreement Period the Landlord will request the
President to select a Valuer to make a determination and to notify the Landlord
and the Tenant of the Valuer’s determination of the current annual face market
rent payable from the relevant Market Base Rent Review Date within 1 Month
after the Valuer’s appointment.


3.2.6        The
Landlord will request the President to appoint another Valuer if the appointed
Valuer:


(a)           fails to accept the appointment;


(b)           fails to notify the Landlord and Tenant of the determination of the
current annual face market rent payable from the relevant Market Base Rent
Review Date within 1 Month after accepting the appointment;


(c)           becomes incapacitated or dies; or


(d)           resigns the appointment.


3.2.7        The
Landlord and the Tenant can make written submissions to the Valuer before the
date on which the Valuer is required to make the determination of the current
annual face market rent payable from the relevant Market Base Rent Review Date.
The Valuer is entitled (but not obliged) to take into account any such written
submissions when making the determination.


3.2.8        The
Valuer will act as an expert and not as an arbitrator. The Valuer’s
determination of the current annual face market rent payable from the relevant
Market Base Rent Review Date will be final and binding as between the Landlord
and the Tenant.


3.2.9        If
the current annual face market rent determined by the Valuer is either equal to
or more than the amount in the Landlord’s Review Notice, the Tenant will pay
all the Valuer’s costs of the determination of the current annual face market
rent payable from the relevant Market Base Rent Review Date. If the current
annual face market rent determined by the Valuer is less than the amount in the
Landlord’s Review Notice, the Landlord will pay all the Valuer’s costs of the
determination.


3.2.10      Despite
anything to the contrary in this Clause 3.2, in no event will the Base Rent be
varied on a Market Base Rent Review Date to be less than 104% of the Base Rent
payable immediately before that Market Base Rent Review Date.



 14
 






 



3.3.      CPI BASE RENT REVIEWS


3.3.1        On
each CPI Base Rent Review Date the annual Base Rent payable under this Lease
will be the amount determined under this Clause 3.3.


3.3.2        The
annual Base Rent payable from the CPI Base Rent Review Date will be the amount
calculated by applying the following formula:


	
   

  	
  R=

  	
   

  	
  A x C

  	
   

  
	
   

  	
   

  	
   

  	
  B

  	
   

  



 


where -


R             is the annual Base Rent to be payable from the
CPI Base Rent Review Date;


A             is the Australian Statistician’s Consumer Price
Index (All Groups) figure for Sydney last published before the CPI Base Rent
Review Date;


B             is the Australian Statistician’s Consumer Price
Index (All Groups) figure for Sydney last published before the Commencing Date
or before the most recent date on which Base Rent was reviewed under this Lease
(whichever is the later); and


C             is the annual Base Rent payable immediately
before the CPI Base Rent Review Date.


3.3.3        If
the Australian Statistician updates the reference base of the Consumer Price
Index, the intended continuity of calculation will be preserved by applying the
appropriate factor as chosen by the Landlord to such updated reference base.


3.3.4        If
the Consumer Price Index is discontinued or suspended the Landlord and the
Tenant will try to agree within 1 Month after the CPI Base Rent Review Date on
an alternative index which reflects fluctuations in the cost of living in
Sydney.


3.3.5        If
the Consumer Price Index is discontinued or suspended and if the Landlord and
the Tenant do not agree on an alternative index under Clause 3.3.4, the
Landlord will request the President to nominate an alternative index which
reflects fluctuations in the cost of living in Sydney. The decision of the
President will be final and binding as between the Landlord and the Tenant. The
Landlord and the Tenant will each pay a one half share of all the President’s
costs of that determination.


3.3.6        Despite
anything to the contrary in this Clause 3.3, in no event will the Base Rent be
varied on a CPI Base Rent Review Date to be less than 104% of the Base Rent
payable immediately before that CPI Base Rent Review Date.


3.4.      FIXED PERCENTAGE BASE RENT REVIEWS


On each Fixed Percentage Base Rent Review Date the annual Base Rent
payable under this Lease will be the annual Base Rent payable immediately
before that Fixed Percentage Base Rent Review Date increased by the percentage
specified in Item 12.



 15
 






 



3.5.      INSTALMENTS OF BASE RENT


3.5.1        The
Tenant will pay Base Rent to the Landlord during the Term at the following
rates:


(a)           if the Commencing Date is the first day of a Month, the first Base Rent
payment is due on the Commencing Date in an instalment equal to one twelfth of
the annual Base Rent then payable;


(b)           if the Commencing Date is not the first day of a Month, the first Base
Rent payment will be calculated on a daily basis based on the number of days in
the relevant Month;


(c)           if the Terminating Date is not the last day of a Month, the last Base
Rent payment will be calculated on a daily basis based on the number of days in
the relevant Month; and


(d)           by instalments monthly in advance on the first day of each full Month
within the Term equal to one twelfth of the annual Base Rent then payable.


3.5.2        If
the Base Rent has not been agreed or determined by a Market Base Rent Review
Date, the Tenant will pay to the Landlord instalments of Base Rent on account
equal to the Base Rent payable before the Market Base Rent Review Date. Within
28 days of the Base Rent being agreed or determined the Tenant will pay to the
Landlord any difference between the amount paid on account and the Base Rent as
agreed or determined.


3.6.      OUTGOINGS


3.6.1        The
Tenant will pay the Tenant’s Proportion of Outgoings.


3.6.2        The
Landlord can at any time give written notice to the Tenant detailing the Tenant’s
Proportion of Outgoings not then paid by the Tenant. Within 28 days of the
notice the Tenant will pay to the Landlord the Tenant’s Proportion of Outgoings
detailed in the notice.


3.6.3        Despite
anything to the contrary in this Lease, the Landlord can give to the Tenant the
Landlord’s Outgoings Estimate. The Tenant will pay the Landlord’s Outgoings
Estimate by equal monthly instalments in advance on the same days and in the
same manner as Base Rent.


3.6.4        Within
a reasonable time after the end of the period covered by the Landlord’s
Outgoings Estimate, the Landlord will give written notice to the Tenant of the
actual amount of the Tenant’s Proportion of Outgoings for that period and will
make any necessary adjustment of any under-payment or over-payment of the
Tenant’s Proportion of Outgoings.


3.7.      ABATEMENT


3.7.1        Except
where claims cannot be made under the Landlord’s insurance of the Premises or
the Estate because of an act or failure to act by the Tenant, where the
Premises are damaged by fire, flood, lightning, storm or other disabling cause
and, as a consequence, the Premises are either substantially unfit for the
Tenant’s use or the Landlord considers it undesirable to rebuild the Premises
in their previous form, Clauses 3.7.2 and 3.7.3 apply.


3.7.2        The
Base Rent and the Tenant’s Proportion of Outgoings (or a proportionate part of
the Base Rent and of the Tenant’s Proportion of Outgoings depending on the
extent of the damage) will



 16
 






 



abate from the date of the damage until the Premises are either made
fit for the Tenant’s use or rebuilt in their previous form or this Lease is
terminated under Clause 2.2.


3.7.3        Any
dispute under this Clause 3.7 will be referred to arbitration under the Commercial Arbitration Act 1984. Any party
can have legal representation at such arbitration.


3.8.      METHOD OF PAYMENT


All Base Rent and other payments by the Tenant to the Landlord under
this Lease are to be made in full at the address shown in Item 1 or at any
other place notified in writing by the Landlord to the Tenant. If required by
the Landlord, Base Rent will be paid by irrevocable automatic order on the
Tenant’s bank in favour of the Landlord at the Landlord’s bank.


3.9.      DEEMED RENT AND INTEREST ON ARREARS


3.9.1        The
Landlord and the Tenant agree that any monies due but unpaid by the Tenant to
the Landlord under this Lease are deemed to be rent for the purposes of this
Lease.


3.9.2        The
Tenant will pay to the Landlord interest on any Base Rent and on any other
monies due but unpaid for 14 days. Interest will be calculated at a rate equal
to 2% above the interest rate that the Landlord would be charged by the Sydney
Head Office of the Commonwealth Bank as at the dates on which such monies fall
due on overdrafts of more than $100,000.00. Interest will be calculated from
the date on which such moneys are due to the date on which such moneys are
received by the Landlord.


3.10.    PAYMENTS AFTER TERMINATION


Unless the Landlord chooses otherwise, any monies paid by the Tenant
after this Lease is terminated will be applied in the following order:


3.10.1      to
Base Rent, the Tenant’s Proportion of Outgoings and other monies due when this
Lease is terminated;


3.10.2      to
interest on arrears; and


3.10.3      to
costs incurred by the Landlord because of the Tenant’s default.


3.11.    VARIATION OF TENANT’S PROPORTION AND MEASUREMENTS


3.11.1      The
Landlord and the Tenant agree that the Tenant’s Proportion of Estate Outgoings
is calculated on the basis of the ratio that the gross lettable area of the
Premises bears to the gross lettable area of all lots in Strata Plan 58386.


3.11.2      The
proportion stated in Item14B may therefore vary during the Term. The Landlord
will give written notice to the Tenant of any such variation.


3.11.3      Any
measurement of area under this Lease will be in accordance with the Property
Council method of measurement for industrial estates (1997 Revision).



 17
 






 



3.12.    GST


3.12.1      The
Base Rent and any other payment to be made by the Tenant under this Lease has
been calculated without regard for GST. The Tenant must pay to the Landlord any
amount which is payable by the Landlord on account of GST as a consequence of
any supply made to the Tenant by the Landlord under this Lease, such payment on
account of GST to be made by the Tenant at the same time as the payment for the
relevant supply.


3.12.2      Within
14 days after receiving payment of the Base Rent or any other amount paid by
the Tenant, the Landlord must give to the Tenant a tax invoice in respect of
any payment made under Clause 3.12.1.


3.12.3      If
the Tenant fails to pay any amount under Clause 3.12.1 by the date required
under this Lease, the Tenant will on demand pay the Landlord an amount equal to
any interest or penalties incurred by the Landlord arising as a result of the
Tenant’s default.


3.12.4      If
at any time an adjustment is made as between the Landlord and the relevant
taxing authority of an amount paid on account of GST on any supply made to the
Tenant by the Landlord under this Lease, a corresponding adjustment must be
made as between the Landlord and the Tenant and any payments required to give
effect to the adjustment must be made.


3.12.5      The
amount of Outgoings will be calculated as follows:


(A – B) x (1 + C)


where:


A             is
the GST inclusive price of the component of Outgoings, being the amount paid by
the Landlord;


B             is
the GST input tax credit for which the Landlord is eligible on the component of
Outgoings; and


C             is
the rate of GST expressed as a decimal.


4.        UTILITIES


4.1.      LIGHT AND POWER SOURCES


The Tenant will only use light, power or heat generated by electric
current and gas and water supplied through meters.


4.2.      PAYMENT OF UTILITY CHARGES


The Tenant will promptly pay all utility and service charges in
relation to the Premises and, where required by the Landlord, install at the
Tenant’s cost any necessary meters.



 18
 






 



5.        OTHER CHARGES


5.1.      STAMP DUTY AND LANDLORD’S COSTS


5.1.1        The
Tenant will pay the Landlord’s costs (including legal costs as between
solicitor and client) in relation to:


(a)           this
Lease and any transfer, surrender or termination of this Lease (including
obtaining the consent of any Person whose consent is required);


(b)           any
breach of this Lease by the Tenant; and


(c)           any
litigation involving the Landlord commenced by or against the Tenant in which
no judgment is recorded against the Landlord.


5.1.2        The
Tenant will pay when due all stamp duty and registration fees payable in
relation to this Lease and in relation to anything done under this Lease.


6.        TENANT’S BUSINESS


6.1.      PERMITTED USE


The Tenant will only use the Premises for the Permitted Use.


6.2.      BUSINESS LICENCES


The Tenant will keep current all licences and permits required for the
Permitted Use.


6.3.      STATUTORY REQUIREMENTS


The Tenant will at all times comply with all statutes, ordinances,
proclamations, orders and regulations affecting the Premises, the Tenant’s use
of the Premises and the Tenant’s Goods. The Tenant will at all times comply
with all notices and orders given by any competent authority in relation to the
Premises, the Tenant’s use of the Premises and the Tenant’s Goods. The Tenant
indemnifies the Landlord in relation to any failure by the Tenant to comply
with the Tenant’s obligations under this Clause. The Landlord agrees that the
Tenant is not responsible for any structural alterations unless required because
of the Tenant’s particular use of the Premises.


7.        USE OF PREMISES AND CLEANING


7.1.      USE REQUIREMENTS


7.1.1        The
Tenant will:


(a)           keep
any waste pipes and drains in the Premises free from blockages;


(b)           ensure
that all rubbish is stored properly within the Premises;


(c)           keep
the Premises free of all pests and vermin;



 19
 






 



(d)           immediately
notify the Landlord and the relevant public authorities of any infectious
illness or infestation in the Premises and thoroughly fumigate the Premises to
the Landlord’s satisfaction;


(e)           promptly
notify the Landlord in writing of any defect in or need to repair the
Accessories, the Fire Equipment, the Landlord’s Airconditioning Equipment or
the Premises and of any circumstance of which the Tenant is aware which is
likely to cause a danger or hazard to the Premises or to any Person in the
Estate;


(f)            ensure
that any airconditioning equipment in the Premises including, but not limited
to, the Landlord’s Airconditioning Equipment is used to its best advantage and
that unconditioned air does not filter into any airconditioned part of the
Premises; and


(g)           comply
with the Landlord’s requirements in relation to emergency evacuation procedures
and drills.


7.1.2        The
Tenant will not:


(a)           use
the Premises in an unsafe, offensive or unlawful manner;


(b)           except
to the extent reasonably arising from the Permitted Use, use the Premises in a
noisy manner;


(c)           use
the Accessories, the Fire Equipment or the Landlord’s Airconditioning Equipment
for any purpose other than those for which they were supplied;


(d)           mark
or damage the Premises;


(e)           put
on the outside of the Premises or anywhere within the Premises that is visible
from outside the Premises any sign, advertisement or notice without the
Landlord’s prior written consent. On or before the expiry or earlier
termination of this Lease, the Tenant will remove any such sign, advertisement
or notice and make good any damage to the Landlord’s satisfaction;


(f)            do
anything that might result in a statutory authority issuing a notice;


(g)           store
inflammable or dangerous substances in the Premises other than where reasonably
required by the Tenant in connection with the Permitted Use and then only in
such quantities and containers as are permitted by law and approved by the
Landlord;


(h)           keep
any animal in the Premises;


(i)            without
the Landlord’s prior written consent place any antenna or similar equipment or
use any loud speaker or similar equipment likely to be seen or heard outside
the Premises: or


(j)            hold
any auction, fire or bankruptcy sale in the Premises without the Landlord’s
prior written consent.



 20














 


7.2.      CLEANING


The Tenant will keep the Premises clean.


7.3.      HAZARDOUS SUBSTANCES


7.3.1       The
Tenant will ensure that any potentially hazardous substances in the Premises
including, but not limited to, any fuels, lubricants, chemicals and associated
items are kept safely and in sealed containers.


7.3.2       The
Tenant will use its best endeavours to avoid any leak, spillage or other escape
of any potentially hazardous substance.


7.3.3       In
addition to the Tenant’s obligations under Clause 6.3 the Tenant will at all times
comply with all notices, orders and requirements of the Landlord and of any
statutory, public or other competent authority in relation to the storage or
handling of potentially hazardous substances or the disposal, removal or
rendering safe of any such substances.


7.3.4       The
Tenant indemnifies the Landlord against all claims, proceedings, orders,
damages, costs and expenses which the Landlord incurs in connection with any
breach by the Tenant of Clauses 7.3.1, 7.3.2 or 7.3.3. The Tenant agrees that
this indemnity will continue despite the expiry or sooner termination of this
Lease.


7.3.5       The
Tenant will promptly notify the Landlord of any circumstance which may be in
breach of the Tenant’s obligations under this Clause.


7.3.6       The
Tenant will obtain any report, survey or audit which the Landlord requires to
enable the Landlord to determine whether a breach of this Clause 7.3 has
occurred and will reimburse the Landlord on demand for the cost of any such
report, survey or audit which the Landlord obtains.


8.        TENANT’S
USE OF ESTATE


8.1.      RULES AND REGULATIONS


The Tenant will comply with the rules and regulations of the Estate set
out in the Schedule to this Lease. The Landlord can from time to time vary the
rules and regulations set out in the Schedule so long as such variations are
not inconsistent with the rights of the Tenant under this Lease. The Tenant is
bound by any variation once written notice is given to the Tenant. A written
notice from the Landlord of the rules and regulations applying from time to time
is conclusive evidence of the rules and regulations that apply.


8.2.      BY-LAWS


The Tenant will comply with the by-laws of Strata Scheme 58386. The
Owner’s Corporation can from time to time vary the by-laws. The Tenant is bound
by any variation to the by-laws once written notice is given to the Tenant.



 21
 






 



8.3.      REPAIR OF DAMAGE


 


The Tenant will make good any damage to the Premises, Estate or Common
Property caused by the Tenant within 28 days of any such damage. If the Tenant
fails to comply with the Tenant’s obligations under this Clause, Clause 17.1
will apply.


8.4.      OBSTRUCTING COMMON PROPERTY


The Tenant will not obstruct Common Property.


8.5.      PARKING


The Tenant acknowledges that at the time the Tenant first occupied the
Premises the Landlord provided the number of car spaces specified in Item 18
within the Lot being:


(a)           51
car spaces within the building standing on the Lot; and


(b)           12
outdoor car spaces standing on the Lot.


The Tenant is entitled to park the Tenant’s cars in the car spaces.


9.        LANDLORD’S
MANAGEMENT AND ESTATE


9.1.      CONTROL OF AND ALTERATIONS TO ESTATE


9.1.1       The
Landlord can vary the Estate and also temporarily close the Estate so long as
in doing so the Landlord does not (except in emergencies) materially affect the
Tenant’s rights under this Lease and can do or allow such other acts on the
Estate as the Landlord in its absolute discretion decides.


9.1.2       The
Landlord is entitled to improve, extend or reduce the Estate except the
Premises. The Tenant is not entitled to object or to claim compensation as a
consequence unless such improvements, extensions or reductions materially
affect the Premises and the Tenant’s quiet enjoyment of the Premises.


9.1.3       The
Landlord can temporarily close the Premises or the Estate in an emergency or
where otherwise required by a competent authority.


9.2.      PAYMENT OF OUTGOINGS


The Landlord will manage the Estate and will pay the
Outgoings.


9.3.      PREMISES STRUCTURE


Subject to the obligations of the Tenant and of other occupants of the
Estate, the Landlord agrees to maintain and to take reasonable steps to ensure
the Owner’s Corporation maintains the structure of the Premises to a reasonable
standard having regard to the condition of the Premises when the Tenant first
occupied the Premises and to fair wear and tear.



 22
 






 



10.      MAINTENANCE AND REPAIR


 


10.1.    PAINTING


At least once during every period of 5 years calculated from the
earlier of the Commencing Date or the date that the Tenant first occupies the
Premises and also before the Tenant ceases to occupy the Premises, the Tenant
will in a workmanlike manner and to the Landlord’s satisfaction:


10.1.1     paint
with at least 2 coats of premium quality paint and otherwise treat
appropriately all the brickwork, masonry, timber, enamel, metal work and other
surfaces of the Premises usually painted or treated;


10.1.2     colour
or whiten all ceilings with premium quality paint; and


10.1.3     wash
down all washable surfaces of the Premises.


10.2.    KEEPING IN REPAIR


10.2.1     The
Tenant acknowledges that, as at the date that the Tenant first occupied the
Premises, the Premises were newly painted and carpeted and otherwise in good
repair. The Tenant will at all times keep the Premises including the
Accessories, the Fire Equipment and the Landlord’s Airconditioning Equipment in
or near the Premises in good repair and condition having regard to their
condition at the earlier of the Commencing Date and the date that the Tenant
first occupied the Premises.


10.2.2     The
Tenant’s obligations under Clause 10.2.1 do not extend to any repair required
because of:


(a)           fair
wear and tear; or


(b)           structural
defects for which the Tenant is not otherwise responsible under this Lease.


10.2.3     Despite
Clause 10.2.2, the Tenant will at the Tenant’s cost replace to the satisfaction
of the Landlord any of the Accessories, the Fire Equipment or the Landlord’s
Airconditioning Equipment which are worn out or destroyed or otherwise require
replacement as a result of neglect or default of the Tenant.


10.3.    NOTICES TO REPAIR


The Landlord can give written notice to the Tenant to
repair any defects or to carry out any repair works which the Tenant is
required to do under this Lease. The Tenant will make good any defects and will
carry out any repairs as required by the Landlord’s notice.


10.4.    PLANT AND SERVICE CONTRACTS


10.4.1     The
Tenant will ensure that the Accessories, the Fire Equipment and the Landlord’s
Airconditioning Equipment and any other plant or equipment in the Premises are
used to their best advantage.


10.4.2     Unless
otherwise required by the Landlord, the Tenant will keep comprehensive
contracts current with contractors approved by the Landlord for regular
inspections, servicing and repair



 23
 






 



of the Accessories, the
Fire Equipment and the Landlord’s Airconditioning Equipment and any other plant
or equipment in the Premises.


 


10.5.    DELIVERING UP IN GOOD REPAIR


 


10.5.1     Unless
the Landlord notifies the Tenant in writing before the expiry or earlier
termination of this Lease that the Tenant is not required to comply with any of
its obligations under this Clause 10.5.1, at the expiry or earlier termination
of this Lease the Tenant will give vacant possession of the Premises to the
Landlord with the Premises in the state of repair required under this Lease
including, but not limited to, the following:


(a)           the
Premises being painted and treated as required under Clause 10.1;


(b)           the
Premises being in the state of repair required under Clause 10.2;


(c)           the
Tenant’s Goods being removed from the Premises as required under Clause 10.6;


(d)           the carpet
in the Premises being replaced with carpet of no lesser quality than the carpet
in the Premises when the Tenant first occupied the Premises;


(e)           two
coats of high quality sealant approved by the Landlord to be applied to the
warehouse floor;


(f)            any
fitting out in the Premises carried out by, for or at the cost of the Landlord
on behalf of or at the request of the Tenant being removed from the Premises
and any consequential damage made good;


(g)           the
Premises Services being returned to the configuration they were in before the
Tenant first occupied the Premises;


(h)           if
they have been removed or altered, the Landlord’s Power Facilities being
reinstated in full working order;


(i)            all
cables, wires, ducting and pipes installed by the Tenant being removed from the
Premises and terminated at the source;


(j)            any
part of the Premises structure in which holes have been made by or on behalf of
the Tenant being made good; and


(k)           ensuring
that the ceiling tiles and the ceiling support grid are in good repair.


10.5.2     Despite
anything to the contrary in this Lease, this Lease will be deemed to continue
until such time as the Tenant complies with all of its obligations under Clause
10.5.1.


10.6.    REMOVAL OF TENANT’S GOODS


10.6.1     If
the Tenant is not in default under this Lease the Tenant can during the last
Month of the Tenant’s occupation of the Premises remove the Tenant’s Goods from
the Estate so long as such removal is done under the supervision of and in
accordance with the directions of the Landlord. The Tenant will make good any
damage caused to the Premises or the Estate.



 24
 






 



10.6.2     If
the Tenant does not remove the Tenant’s Goods as provided under Clause
10.6.1and the Landlord requires the Tenant to remove the Tenant’s Goods, the
Tenant will remove the Tenant’s Goods within 14 days of the expiry of the last
Month of the Tenant’s occupation of the Premises so long as such removal is
done under the supervision of and in accordance with the directions of the
Landlord. The Tenant will make good any damage caused to the Premises or the
Estate.


 


10.6.3     If
the Tenant does not remove the Tenant’s Goods as provided under Clauses 10.6.1
and 10.6.2 the Landlord can:


(a)           remove
and store the Tenant’s Goods at the Tenant’s risk and cost; and


(b)           treat
any of the Tenant’s Goods as if they were the Landlord’s property and deal with
them in any way (including by sale) without being liable to account to the
Tenant.


10.6.4     The
Tenant indemnifies the Landlord in relation to the removal and storage of the
Tenant’s Goods and in relation to claims by any Person of an interest in the
Tenant’s Goods.


10.6.5     Despite
anything to the contrary in this Lease, this Lease will be deemed to continue
until such time as the Tenant’s Goods are removed from the Premises.


11.      WORKS
AND OVERLOADING


11.1.    WORKS


11.1.1     The
Tenant will not undertake any Works without first obtaining the Landlord’s
written consent.


11.1.2     Before
undertaking Works the Tenant will submit detailed plans and specifications of
the Works to the Landlord for approval.


11.1.3     If
the Landlord approves the Works:


(a)           the
Works must be carried out by Persons appointed or approved by the Landlord;


(b)           in
undertaking the Works the Tenant must comply with the requirements of the
Landlord, the law and the relevant public authorities; and


(c)           the
Tenant must pay the Landlord’s costs and expenses in connection with the Works.


11.2.    OVERLOADING


The Tenant will not bring anything onto the Premises
or the Estate that is likely to overload the roof, walls, floor or structure of
the Premises or of the Estate.


12.      LANDLORD’S
RESERVATIONS


12.1.    RIGHT TO USE EXTERIOR AND TO MAINTAIN SERVICES


The Landlord reserves the right:


12.1.1     to
use the exterior walls and the roof of the Premises;



 25
 






 



12.1.2     to
install, maintain, replace and run substances through any pipes, ducts or wires
passing through the Premises; and


 


12.1.3     to
enter the Premises to exercise such rights.


12.2.    RIGHT OF ENTRY TO INSPECT AND CARRY OUT WORKS


The Landlord with all necessary materials can enter
the Premises at reasonable times after giving not less than 24 hours written
notice (or at any time without notice in an emergency) to:


12.2.1     do
any works that the Landlord considers desirable;


12.2.2     inspect
the Premises;


12.2.3     exercise
any of the Landlord’s rights under this Lease; or


12.2.4     repair
the Premises where the Premises have been damaged.


12.3.    LANDLORD’S SIGNS AND INSPECTIONS


With not less than 24 hours prior written notice, the Landlord can
enter the Premises at any time to affix ‘For Sale’ signs and, during the last 6
Months of the Term (if the Tenant has not exercised an option to renew pursuant
to Clause 2.4) to affix ‘For Lease’ signs. The Tenant will not obscure the
Landlord’s signs. The location of the Landlord’s signs must not obscure the
Tenant’s signs or affect access to the Premises. The Tenant will allow all
Persons authorised by the Landlord to inspect the Premises at reasonable times
after reasonable notice from the Landlord.


12.4.    EASEMENTS AND OTHER RIGHTS


12.4.1     The
Landlord can transfer or create any easement, licence or other right or
dedicate land in favour of any Person or in favour of land near the Premises or
in favour of any public authority for the purposes of access, support or
services. This Lease is subject to any such easement, licence, other right or
dedication.


12.4.2     The
Landlord will not dedicate land or transfer or create any easement, licence or
other right which would substantially and permanently lessen the Tenant’s
rights under this Lease.


13.      LANDLORD’S
LIABILITIES AND INDEMNITIES


13.1.    SUITABILITY OF PREMISES


13.1.1     The
Landlord gives no warranty and makes no representation to the Tenant that the
Premises or the Estate are suitable or will remain suitable or adequate for the
Tenant’s purposes. Any warranty implied by law about the suitability or
adequacy of the Premises or the Estate is excluded from this Lease.


13.1.2     The
Landlord gives no warranty and makes no representation to the Tenant about any
other businesses in the Estate.



 26
 






 



13.2.    ASSUMPTION OF RISK


 


The Tenant occupies and uses the Premises and the Estate at the Tenant’s
sole risk.


13.3.    INTERRUPTION OF SERVICES


Despite any law to the contrary, the Landlord is not liable to the
Tenant for any loss suffered by the Tenant because the Accessories, the Fire
Equipment or the Landlord’s Airconditioning Equipment fail to function or
because of any blocked drains or because of any loss of services to the
Premises except to the extent that any such loss is caused by the Landlord’s
negligent act or omission.


13.4.    CONDITION PRECEDENT


Where the Tenant is aware of damage that the Tenant might suffer, the
Landlord will only be liable to the Tenant for the Landlord’s failure to take
action to prevent such damage if the Tenant first gives the Landlord written
notice and the Landlord fails to take reasonable steps to rectify the problem.


13.5.    INDEMNITIES BY TENANT


13.5.1     The
Tenant indemnifies the Landlord against all claims, costs and expenses for
which the Landlord is liable in relation to any death, personal injury or
property damage caused by any act or failure to act by the Tenant or because of
the Tenant’s use of the Estate except to the extent that any claims, costs or
expenses are caused by the Landlord’s negligent act or omission.


13.5.2     The
Tenant indemnifies the Landlord against all loss or damage caused by the Tenant
including, but not limited to, the Tenant’s use or misuse of the Estate, the
Premises, the Accessories, the Fire Equipment or the Landlord’s Airconditioning
Equipment or by the Tenant’s failure to notify the Landlord of any major or
continuing defect in the Premises, the Accessories, the Fire Equipment or the
Landlord’s Airconditioning Equipment.


13.5.3     The
Landlord is not liable for any damage caused to the Premises or to the Tenant’s
Goods by burglary, theft or malicious damage except to the extent that such
damage is caused by the Landlord’s negligent act or omission.


13.6.    LIMITATION OF LANDLORD’S LIABILITY


13.6.1     The
Landlord enters into this Lease as responsible entity of the Scheme and in no
other capacity.


13.6.2      Despite
any other provision of this Lease (whether express or implied) other than
Clause 13.6.5:


(a)           the
Landlord’s liability in connection with this Lease is limited to the amount
that the Landlord has a right to recover, and actually recovers, from the
Scheme’s assets by exercising the Landlord’s right of indemnity; and


(b)           the
Landlord does not have to satisfy any liability in connection with this Lease
from any assets other than the Scheme’s assets.



 27
 






 



These limitations apply
to all liability whatever its cause, including, but not limited to, liability
for negligence.


 


13.6.3     The
Tenant must not exercise any right, power or remedy that requires the Landlord
to incur:


(a)           any
expenses for which the Landlord has no right of indemnity against the Scheme’s
assets; or


(b)           any
expenses greater than the amount that the Landlord can recover from the Scheme’s
net assets (taking into account the Scheme’s other liabilities).


13.6.4     The
Tenant must not take any steps to appoint, or assist any Person to appoint:


(a)           a
receiver, receiver and manager or other Person to any property that the
Landlord owns, or in which the Landlord has an interest, other than the Scheme’s
assets; or


(b)           a
liquidator, provisional liquidator or administrator to the Landlord.


13.6.5     The
limitations in Clause 13.6.2 and restrictions in Clause 13.6.3 do not apply to
the extent that the Landlord’s fraud, negligence or breach of trust reduces or
extinguishes the Landlord’s right of indemnity from the property of the Scheme.


14.      INSURANCES


14.1.    PUBLIC RISK AND PLATE GLASS


The Tenant will keep current in the name of the Tenant, noting the
interest of the Landlord and, if required by the Landlord, the Landlord’s
mortgagee:


14.1.1     a
public risk insurance policy for not less than $20,000,000.00 or for such
higher amount as the Landlord requires from time to time; and


14.1.2     adequate
reinstatement insurance of all plate glass in the Premises for the amount the
Landlord requires from time to time.


14.2.    WORKERS’ COMPENSATION


The Tenant will comply with all statutory requirements in relation to
workers compensation.


14.3.    TENANT’S
GOODS INSURANCE


The Tenant will keep current adequate insurance against damage to or
loss of the Tenant’s Goods.


14.4.    LANDLORD MAY INSURE


If the Tenant fails to take out the insurances required under this
Lease, the Landlord can take out those insurances. Any amount paid by the
Landlord for such insurances will be payable by the Tenant to the Landlord on
demand.



 28
 






 



14.5.    REPUTABLE
INSURER


 


All insurances required to be taken out by the Tenant under this Lease
are to be taken out with a reputable insurer.


14.6.    PRODUCTION OF POLICIES


The Tenant will promptly provide to the Landlord a certificate of
insurance in relation to any insurance policy which the Tenant is required to
take out under this Lease.


14.7.    CONDUCT VOIDING INSURANCES


The Tenant will not do anything that might make any insurance taken out
by the Landlord or the Tenant void or voidable or which would breach any laws,
regulations or statutes.


15.      ASSIGNMENT,
SHARES DEALING, SUB-LETTING MORTGAGING ETC.


15.1.    RESTRICTION ON ASSIGNMENT AND SUB-LETTING


15.1.1     The
Tenant will not assign, mortgage, charge or otherwise deal with the Tenant’s
interest in the Premises.


15.1.2     Any
assignment, sub-letting or licence will not breach Clause 15.1.1 if:


(a)           the
Tenant is either not in breach of this Lease or such breach has been waived or
remedied;


(b)           the
Tenant gives 1 Months prior notice; and


(c)           the
Tenant complies with Clause 15.1.3.


15.1.3     Before
any assignment, sub-letting or licence:


(a)           the
Tenant will prove to the Landlords’ satisfaction that the New Tenant is
respectable and solvent and capable of adequately carrying out the Permitted
Use and that the New Tenant is of no lesser commercial standing and substance
than the Tenant and Guarantor (if any) were collectively at the date that the Tenant
first occupied the Premises;


(b)           in
the case of assignment, the New Tenant will agree with the Landlord in the form
required by the Landlord to perform this Lease;


(c)           in
the case of assignment, the New Tenant will provide such guarantees of the New
Tenant’s performance of this Lease as the Landlord requires including, but not
limited to, a Bank Guarantee equivalent to 12 Months Base Rent and the Tenant’s
Proportion of Outgoings, increased by the rate of GST (expressed as a
percentage) then applicable, and Item 15 will be deemed to be altered to refer
to that Bank Guarantee;


(d)           the
Tenant and the Guarantor (if any) will enter into a deed in the form required
by the Landlord acknowledging their continuing liability under this Lease;



 29
 






 



(e)           in
the case of a sub-lease or licence, the Tenant will establish to the Landlords’
satisfaction that the New Tenant is required to pay a market rent or fee;


 


(f)            the
Tenant and the New Tenant will comply with the Landlord’s requirements in
relation to documenting, stamping and registering the transaction; and


(g)           the
Tenant will pay the Landlords’ costs in connection with the proposed
assignment, sub-letting or licence.


15.2.    RESTRICTION ON SHARE DEALINGS


15.2.1     If
the Tenant is a corporation (other than a corporation whose shares are listed
on an Australian Stock Exchange) then, unless the Tenant first complies with
Clause 15.2.2, the Tenant will not take any action which would have the effect
that the shareholders of the Tenant at the Commencing Date would, after such action,
beneficially hold or control less than 51 per cent of the voting rights or of
the income or capital participation rights in the Tenant or less than 51 per
cent of the voting rights at a meeting of directors of the Tenant.


15.2.2     The
requirements referred to in Clause 15.2.1 are that the Tenant:


(a)           gives
to the Landlord not less than 1 Months written notice of its intention;


(b)           is
not in default under this Lease unless such default has been waived or
remedied;


(c)           proves
to the Landlord’s satisfaction that the Proposed Transferee is respectable,
responsible and solvent;


(d)           ensures
that the Proposed Transferee provides to the Landlord such guarantees of the
Tenant’s obligations under this Lease as the Landlord requires including, but
not limited to, a Bank Guarantee equivalent to 12 Months Base Rent and the
Tenant’s Proportion of Outgoings, increased by the rate of GST (expressed as a
percentage) then applicable, and Item 15 will be deemed to be altered to refer
to that Bank Guarantee; and


(e)           pays
the Landlord’s costs.


16.      LANDLORD’S
TITLE


16.1.    QUIET ENJOYMENT


For so long as the Tenant pays the Base Rent and other
moneys payable under this Lease when due and performs the Tenant’s obligations
under this Lease, then, subject to this Lease the Tenant can occupy the
Premises without interruption or disturbance from the Landlord.


16.2.    NOT PREJUDICE HEAD LEASE


The Tenant will not do anything that will prejudice or lead to the
termination of any head lease of the Premises.



 30














 


16.3.           PERSON OTHER THAN LANDLORD BECOMING ENTITLED TO BASE
RENT


If any Person other than the Landlord becomes entitled to receive the
Base Rent payable under this Lease, such Person will have the benefit of all
the Tenant’s obligations under this Lease. The Tenant, at the Landlord’s
reasonable cost, will enter into any agreement with such other Person as the
Landlord reasonably requires.


17.                  TENANT’S DEFAULT


17.1              LANDLORD CAN REMEDY DEFAULTS


If the Tenant fails to pay any monies required to be paid under this
Lease to any Person other than the Landlord or fails to perform the Tenant’s
obligations under this Lease, the Landlord can, as the Tenant’s agent, make
such payment or perform such obligation. The Tenant will pay on demand all
costs incurred by the Landlord in doing so.


17.2.           SEPARATE
SUITS


The Landlord can sue the Tenant for any monies including, but not
limited to, Base Rent owing to the Landlord under this Lease.


17.3.           RE-ENTRY
ON DEFAULT AND FORFEITURE


The Tenant will be in default under this Lease and the Landlord can
re-enter and re-possess the Premises if:


17.3.1                Base Rent is
unpaid for 14 days after the due date;


17.3.2                any other monies
are unpaid for 14 days after the due dates;


17.3.3                repairs required
by any notice are not completed within the time required by such notice;


17.3.4                the Tenant fails
to perform any other of the Tenant’s obligations under this Lease for 14 days
after the Landlord gives the Tenant written notice of the Tenant’s default;


17.3.5                where the Tenant
is a natural person, the Tenant assigns the Tenant’s estate or enters into a
deed of arrangement for the benefit of creditors;


17.3.6                where the Tenant
is a corporation, the Tenant goes into liquidation (except a liquidation for
the purposes of a reconstruction) or is wound up or dissolved, enters into a
scheme of arrangement or composition with creditors, is placed under official
management, has an administrator, a receiver or a receiver and manager
appointed in relation to any of its assets or has an inspector appointed in
relation to its affairs; or


17.3.7                execution is
levied against any of the Tenant’s assets.



 31
 






 



17.4.    LANDLORD AS TENANT’S ATTORNEY - OMITTED


 


17.5.           REMOVAL OF TENANT’S GOODS


On re-entering the Premises the Landlord is entitled to remove and sell
or otherwise dispose of the Tenant’s Goods (including by sale) and to retain
the proceeds of any such sale to apply to Base Rent and any other monies owing under this Lease. The Tenant agrees that the
Landlord in so doing will not be liable for trespass, conversion or
otherwise and indemnifies the Landlord accordingly.


17.6.           ESSENTIAL TERMS AND DAMAGES


17.6.1                The following are essential terms of this Lease:


(a)                                  that
the Tenant pay the Base Rent and any other moneys payable by the Tenant under
this Lease no later than 14 days after their due dates;


(b)                                 Clause
6.1;


(c)                                  Clause
15.1; and


(d)                                 Clause
15.2.


17.6.2                The Tenant will
compensate the Landlord for any loss or damage suffered by the Landlord because
of the Tenant’s breach of an essential term of this Lease.


17.6.3                The Landlord can
recover damages from the Tenant for any loss or damage suffered by the Landlord
because of the repudiation or breach of this Lease during the entire Term,
including both before and after any of the following:


(a)                                  the
Tenant vacating the Premises;


(b)                                 the
Landlord re-entering the Premises or terminating this Lease;


(c)                                  the
Landlord accepting the Tenant’s repudiation of this Lease; or


(d)                                 this
Lease being surrendered by operation of law because of the Tenant’s and the
Landlord’s conduct.


18.                  GUARANTEE


18.1.           GUARANTEE


18.1.1                In consideration
of the Landlord granting this Lease to the Tenant at the Guarantor’s request,
the Guarantor (as shown by the Guarantor signing this Lease):


(a)                                  guarantees
to the Landlord the punctual payment of all Base Rent and the Tenant’s
Proportion of Outgoings and the punctual observance by the Tenant of all other
terms of this Lease to be performed by the Tenant including under any Option
Lease (all of which are included in the expression ‘this Lease’ where appearing
in this Clause 18); and



 32
 






 



(b)                                 unconditionally
indemnifies the Landlord in respect of any failure by the Tenant to make any
payment or to perform any obligation under this Lease.


 


18.1.2                The Landlord and
the Guarantor agree as follows:


(a)                                  this
guarantee and indemnity is a continuing guarantee and indemnity which is
absolute and unconditional in all circumstances and is irrevocable and will
remain in force until all the Tenant’s obligations under this Lease are
performed;


(b)                                 this
guarantee and indemnity will not be discharged by the payment at any time of
any monies on account or by any concession given by the Landlord to the Tenant
or to the Guarantor or to any other Person or by any compounding, compromise,
release, abandonment, waiver, variation, relinquishment or renewal of any of
the Landlord’s rights against the Tenant or the Guarantor or any other Person
or by the Landlord’s neglect or omission to enforce any such rights or by any
other thing whatsoever which but for this Clause might abrogate, prejudice or
affect this guarantee and indemnity or by any variation or addition to this
Lease;


(c)                                  this
guarantee and indemnity is in addition to any other rights which the Landlord
has under this Lease and can be enforced against the Guarantor without the
Landlord first having recourse to any other rights and without taking any
action against the Tenant;


(d)                                 this
guarantee and indemnity will not prejudicially affect or be prejudicially
affected by any security held by the Landlord for any moneys owing under this
Lease but such security will be collateral and the Guarantor will not as
against the Landlord in any way claim the benefit or seek the transfer of any
security;


(e)                                  the
Guarantor warrants that the Guarantor has full power and authority to enter
into this guarantee and indemnity and that the Guarantor’s obligations under
this guarantee and indemnity are in no way diminished, fettered or controlled
by any deed or instrument including, but not limited to, any debenture trust
deed relating to securities issued or given by the Guarantor; and


(f)                                    this
guarantee and indemnity will not be affected by any assignment, subletting or
parting with possession of the Premises by the Tenant but will continue in full
force and effect.


18.2.           LEASE TO
GUARANTOR


The Guarantor agrees with
the Landlord that if any time the Tenant goes into liquidation or becomes
bankrupt and the liquidator or trustee in bankruptcy disclaims this Lease or if
the Landlord becomes entitled to exercise any right of re-entry under this
Lease and terminates this Lease or agrees to the surrender of this Lease, then
the Landlord may require the Guarantor to accept as tenant from the Landlord a
registrable lease of the Premises for a term equal to the then unexpired
residue of the Term, such lease to be on the same terms as this Lease and to
take effect from the day after the date of the disclaimer, re-entry or
surrender provided always that within 3 Months after the date of disclaimer, re-entry or surrender the Landlord serves on the
Guarantor written notice requiring the Guarantor to accept such lease.



 33
 






 



19.                    GENERAL


 


19.1.           TENANT CONTACT


The Tenant will give to the Landlord the home address and telephone
number of a 24 hour contact for the Tenant


19.2.           LANDLORD’S
MANAGING AGENT


The Landlord can give the Tenant written notice of the
appointment of any Person as the Landlord’s agent. Until the Landlord gives the
Tenant written notice revoking any appointment such Person will be entitled to
exercise all the Landlord’s rights under this Lease including, but not limited
to, receiving monies payable by the Tenant to the Landlord and giving receipts
in the Landlord’s name.


19.3.           NOTICES


19.3.1                Any notice or
document to be given by the Landlord under this Lease will be validly signed if
signed by any managing agent, manager of properties, director, secretary,
attorney or solicitor of the Landlord or by any Person nominated by the
Landlord.


19.3.2                Any notice or
document to be given under this Lease can be given:


(a)                                  in
any manner authorised by Section 170 of the Conveyancing
Act 1919;


(b)                                 by
being left at or posted to:


(i)                                     an
address shown in this Lease;


(ii)                                  in
the case of a corporation, at its registered office;


(iii)                               in
the case of the Tenant, at the Premises; or


(c)                                  by
facsimile transmission.


19.3.3                A notice or
document will be regarded as being received:


(a)                                  in
the case of posting, 2 Business Days after it is placed in the post; or


(b)                                 in
the case of facsimile transmission, the first Business Day after the whole
notice or document has been transmitted from the sending machine and a
transmission report has been produced by the sending machine.


19.4.           LANDLORD’S
AND OWNER’S CORPORATIONS CONSENTS AND COSTS


19.4.1                Unless provided to
the contrary in this Lease where the Landlord is required to exercise a
discretion, the Landlord will exercise its discretion reasonably.


19.4.2                Unless provided to
the contrary in this Lease where the Tenant is to pay the Landlord’s costs, the
Landlord will be reasonable in incurring costs.



 34
 






 



19.5.           RELATIONSHIP BETWEEN PARTIES


 


Nothing in this Lease creates the relationship of partnership,
principal and agent or joint venture between
the parties to this Lease. The only relationship between the parties to this
Lease is that of landlord, tenant and guarantor (if any) on the terms of
this Lease.


19.6.           MINIMISE DISRUPTION


19.6.1                In exercising the
Landlord’s rights to enter the Premises or to do works the Landlord and the
Landlord’s employees, agents and contractors will be entitled to enter the
Premises.


19.6.2                In exercising the
Landlord’s rights to enter the Premises the Landlord will:


(a)                                  use
all reasonable endeavours to ensure that as little disruption as is practical
is caused to the Tenant’s use of the Premises; and


(b)                                 ensure
the Tenant’s entitlement to quiet enjoyment of the Premises is not breached.


19.7.           INTERPRETATION


19.7.1                No waiver by
either the Landlord or the Tenant of any right under this Lease will be a
waiver of any other right.


19.7.2                No action taken by
either the Landlord or the Tenant under this Lease will limit their other
rights and remedies.


19.7.3                Termination of
this Lease will not affect the rights of either the Landlord or the Tenant
accrued before termination.


20.                  SPECIAL
PROVISIONS


20.1.           BANK GUARANTEE


20.1.1                If an amount
appears in Item 15, Clauses 20.1.2 to 20.1.6 apply.


20.1.2                On or before the
earlier of the Commencing Date or the date that the Tenant first occupies the
Premises the Tenant will deliver the Bank Guarantee to the Landlord.


20.1.3                If for any reason
the Bank Guarantee held by the Landlord is for less than the amount required in
Item 15, the Tenant will within 10 Business Days of written notice from the
Landlord provide to the Landlord additional security by way of Bank Guarantee
for such amount as is necessary to ensure that the Landlord holds a Bank
Guarantee for not less than the amount required under Item 15.


20.1.4                The Landlord is
entitled to claim under the Bank Guarantee an amount equal to any moneys due
but unpaid by the Tenant to the Landlord under this Lease.



 35
 






 



20.1.5                The Landlord will
deliver the Bank Guarantee (or so much of the Bank Guarantee as is then held by
the Landlord) to the Tenant within a reasonable time after the last of:


 


(a)                                  the
Terminating Date of this Lease or, if applicable, the Terminating Date of the
Option Lease (whichever is the later);


(b)                                 the
expiry date of any holding over under this Lease or, if applicable, under the
Option Lease (whichever is the later); and


(c)                                  the
date that the Landlord is satisfied that the Tenant has complied with all the
Tenant’s obligations under this Lease or, if applicable, the date that the
Tenant has complied with all the Tenant’s obligations under the Option Lease
(whichever is the later).


20.1.6                If the identity of
the Landlord changes the Tenant will do all things necessary at the Landlord’s
cost to ensure a replacement Bank Guarantee issues in favour of the then
Landlord no later than 14 days after written request from the Landlord.


20.2.           SECURITY
DEPOSIT


20.2.1                If an amount
appears in Item 16, Clauses 20.2.2 to 20.2.6 apply.


20.2.2                On or before the
earlier of the Commencing Date and the date that the Tenant first occupies the
Premises the Tenant will deliver the Security Deposit to the Landlord.


20.2.3                If for any reason
the Security Deposit held by the Landlord is for less than the amount required
in Item 16, the Tenant will within 10 Business Days of written notice from the
Landlord provide to the Landlord additional security by way of Security Deposit
for such amount as is necessary to ensure that the Landlord holds a Security
Deposit for not less than the amount required under Item 16.


20.2.4                The Landlord is
entitled to deduct from the Security Deposit an amount equal to any monies due
but unpaid by the Tenant to the Landlord under this Lease.


20.2.5                The Security
Deposit may at the Landlord’s discretion be held by the Landlord in an interest
bearing account. Any interest earned will be added to the Security Deposit and
any fees and charges will be deducted from the Security Deposit.


20.2.6                The Security
Deposit (or so much of the Security Deposit as is then held by the Landlord)
will be returned to the Tenant on the last of:


(a)                                  the
Terminating Date of this Lease or, if applicable, the Terminating Date of the
Option Lease (whichever is the later);


(b)                                 the
expiry date of any holding over under this Lease or, if applicable, under the
Option Lease (whichever is the later); and


(c)                                  the
date that the Tenant complies with all the Tenant’s obligations under this
Lease or, if applicable, the date that the Tenant complies with all the Tenant’s
obligations under the Option Lease (whichever is the later).



 36
 






 



20.3.           INCENTIVE
ALLOWED


 


20.3.1                Despite Clauses
3.1 and 3.5.1 the Tenant is entitled to a period of 6 Months free of Base Rent
(the ‘Base Rent Free Period’) commencing on the Commencing Date.


20.3.2                Notwithstanding
Clause 20.3.1 the Tenant may, by notice in writing given to the Landlord no
later than 14 days after the Commencing Date (time to be of the essence) notify
the Landlord that the Tenant:


(a)                                  does
not wish to receive the benefit of the Base Rent Free Period and in that event:


(i)                                     the
Tenant will be obliged to commence payment of the Base Rent on and from the
Commencing Date in accordance with Clause 3.5.1 of this Lease;


(ii)                                  Clause
20.3.1 will no longer apply; and


(iii)                               the
Landlord will pay to the Tenant the amount in Item 19A by way of contribution
towards the cost of the Tenant’s Fitout Works (the ‘Landlord’s Contribution’)
in accordance with Clause 20.3.3; or


(b)                                 wants
to receive the benefit of part only of the Base Rent Free Period and nominating
the part of the Base Rent Free Period which applies, and in that event:


(i)                                     notwithstanding
Clause 20.3.1, the Tenant will be obliged to commence payment of the Base Rent
on and from the day after expiry of that part of the Base Rent Free Period
nominated to apply in the Tenant’s notice; and


(ii)                                  the
Landlord will pay to the Tenant the Landlord’s Contribution towards the cost of
the Tenant’s Fitout Works in accordance with Clause 20.3.3, calculated as
follows:


A = I - R


Where:


A                                      is
the amount to be paid by the Landlord;


I                                            is
the amount specified in Item 19A; and


R                                        is
the amount of Base Rent which would have been payable during the Base Rent Free Period nominated in the Tenant’s
Notice given under this Clause 20.3.2(b).


20.3.3                If the Tenant
gives a notice in accordance with Clause 20.3.2(a) or Clause 20.3.2(b) the
Landlord will pay amounts not exceeding the Landlord’s Contribution (or part
determined pursuant to Clause 20.3.2(b)) to the Tenant’s contractor responsible
for conduct of the Tenant’s Fitout Works after the last of:


(a)                                  completion
of the Tenant’s Fitout Works to the Landlord’s satisfaction; and



 37
 






 



(b)                                 delivery
to the Landlord of tax invoices addressed to the Landlord from the Tenant’s
contractor responsible for the Tenant’s Fitout Works.


 


20.3.4                If the tax
invoices received by the Landlord pursuant to Clause 20.3.3(b) are for an
amount which exceeds the Landlord’s Contribution (or the part determined
pursuant to Clause 20.3.2(b)) the Landlord will not be obliged to pay an amount
which exceeds the Landlord’s Contribution or the part determined by Clause
20.3.2(b).


20.3.5                This Clause 20.3
and Item 17 and Item 19 will not appear in the Option Lease.


20.4.           INCENTIVE
REIMBURSEMENT


20.4.1                The Landlord and
the Tenant agree that if this Lease is terminated before the Terminating Date
because of the Tenant’s default, the Tenant will pay to the Landlord an amount
equal to the Incentive as calculated under Clause 20.4.2. The Tenant agrees
that the amount calculated under Clause 20.4.2 is a genuine pre-estimate of the
Landlord’s loss arising from early termination in relation to payment of the
Incentive.


20.4.2                The amount payable
under Clause 20.4.1 will be determined in accordance with the following
formula:


	
  

  	
  A = I x R

  	
   

  
	
   

  	
   

  	
  W

  	
   

  
				



 


where:


A                                      is
the amount to be paid under Clause 20.4.1;


I                                            is
the amount of the Incentive paid or allowed to the Tenant as specified in Item
19 together with any GST paid or payable by the Landlord on that amount;


R                                        is
the number of whole Months of the Term that have yet to expire as at the date
that this Lease is terminated; and


W                                   is
the number of whole Months of the Term.


20.4.3                This Clause 20.4
will not appear in the Option Lease.


20.5.           RELOCATION


20.5.1                The Tenant will be
entitled to notify the Landlord at any time during the Term that the Tenant
requires for the purposes of its business, additional leased space.


20.5.2                If the Landlord
receives a notice under Clause 20.5.1 and if the Tenant is not in breach of
this Lease:


(a)                                  the
Landlord will use reasonable endeavours to find Alternate Premises in a
location suitable to the Tenant;


(b)                                 if
the Tenant enters into a lease of the Alternate Premises the Landlord will
agree to the Tenant surrendering this Lease on the day before the lease of the
Alternate Premises commences;



 38
 






 



(c)                                  the
term of the lease of the Alternate Premises will be not less than 5 years;


 


(d)                                 the
initial rent for the Alternate Premises must be no less than the then payable
Base Rent for the Premises;


(e)                                  the
lease of the Alternate Premises will be substantially on the same terms as this
Lease, including this Clause 20.5, other than Clauses 20.3, 20.4, 20.6, 20.7,
20.8, 20.9 and 20.10;


(f)                                    the
Tenant will sign such forms of surrender as the Landlord may require to enable
this Lease to be surrendered on the day before the lease of the Alternate
Premises commences; and


(g)                                 the
Tenant will, prior to the date of surrender of this Lease, comply with all the
Tenant’s obligations under this Lease, including but not limited to Clauses
10.5 and 10.6.


20.5.3                Neither party will
seek any compensation or make any objection to the termination of this Lease.


20.6.           ADDITIONAL COSTS PROVISION


20.6.1                Despite any other
provision of this Lease the Tenant will only be required to reimburse the
Landlord for that portion of the Landlord’s costs of grant of this Lease
(including all costs of the preparation and negotiation of this Lease) to the
extent the Landlord’s costs (exclusive of GST and
disbursements) exceed $5,000. The Landlord will provide evidence of the time
spent by the Landlord’s solicitors and the hourly rates involved if
required by the Tenant.


20.7.           LANDLORD’S WORKS


20.7.1                The Landlord will
promptly after the Commencing Date install the Landlord’s Power Facilities in
order to increase the existing conduit, cabling and external switchboards of
the Premises to enable a future supply of a higher capacity of power of 1200
Amps per phase. The Tenant will allow the Landlord unrestricted access to the
Premises to enable the Landlord to carry out the works. The Tenant will not
interfere with the Landlord’s works, and will comply with all reasonable
directions of the Landlord while in the vicinity of the area where the works
are being carried out.


20.7.2                The Landlord will
pay the cost of installation of that part of the Landlord’s Power Facilities which
increase the capacity of power to the Premises up to the rate of 650 Amps per
phase.


20.7.3                The Landlord will
notify the Tenant of the cost of the works referred to in Clause 20.7.1. The
Tenant will pay to the Landlord the amount notified pursuant to this Clause,
less the amount payable by the Landlord pursuant to Clause 20.7.2, within 28
days of demand by the Landlord.


20.7.4                This Clause 20.7
will not appear in the Option Lease.



 39
 






 



20.8.           POWER
ALLOCATION


 


20.8.1                The Landlord will,
pending any Power Upgrade, allocate any surplus available power from the
existing substation or kiosk to the Premises. The Tenant acknowledges that any
kiosk or substation will also supply power to other occupiers of the Estate.


20.9.           POWER UPGRADE


20.9.1                The Tenant
acknowledges that at the time the Tenant first occupied the Premises, 400 Amps
of power per phase was available to the Premises.


20.9.2                The Tenant may
give a Power Upgrade Notice during the Term.


20.9.3                The Landlord will,
following receipt of the Power Upgrade Notice, apply to a relevant authority to
install an electricity sub-station or kiosk within the Estate which will
provide to the Premises of 1200 Amps per phase.


20.9.4                The Landlord and
Tenant will each be entitled to seek quotes for the carrying out of the Power
Upgrade. The Landlord must act reasonably when considering any quote or
contractor proposed by the Tenant.


20.9.5                The Landlord will
carry out, or cause to be carried out, the Power Upgrade. The Landlord will use
reasonable endeavours to ensure the sub-station or kiosk is installed and
commissioned as soon as practicable.


20.9.6                The kiosk or
substation installed on the Estate pursuant to the Power Upgrade will not be
required to be removed by the Tenant on the expiry or earlier termination of
this Lease.


20.9.7                The cost of the
Power Upgrade will be paid as follows:


(a)                                  the
Landlord will pay that part of the cost of the Power Upgrade which equals the
Landlord’s Power Cost; and


(b)                                 the
Tenant will pay the balance of the cost of the Power Upgrade.


20.10.        FUNDING OF POWER UPGRADE


20.10.1          If the Tenant gives a
Power Upgrade Notice and also requests that the Landlord makes the Landlord’s
Advance to enable the Tenant to pay for the Tenant’s portion of the Power
Upgrade then the Landlord will advance to the Tenant, by way of loan, the
Landlord’s Advance to be applied by the Tenant in satisfaction of the Tenant’s
portion of the cost of the Power Upgrade.


20.10.2          The Tenant will commence
to pay the Power Upgrade Rent to the Landlord in addition to the Base Rent and
any other money referred to in this Lease by monthly instalments in advance in
amounts notified by the Landlord to the Tenant from time to time. The
instalments of the Power Upgrade Rent will be calculated so that all the
Landlord’s Advance and interest will be paid by the Tenant to the Landlord on
or before the date of expiry of the Term in which the Landlord’s Advance is
made.


20.10.3          The first payment of
Power Upgrade Rent will be made on the next date after the making of the
Landlord’s Advance on which Base Rent is payable under this Lease, and after
that, on the same day of each Month during the Term as the Base Rent is
payable.



 40














 


20.10.4     The Power Upgrade Rent will
not be subject to review under this Lease.


20.10.5     The Tenant will pay to the
Landlord no later than 28 days after the happening of a Payment Event all the
then unpaid instalments of Power Upgrade Rent.


SCHEDULE- ESTATE RULES
AND REGULATIONS


1.                         The
Tenant will comply with the by-laws of Strata Plan 58386 as varied from time to time.


2.                         The Tenant will not obstruct or interfere with the
Accessories, the Fire Equipment or the Landlord’s Airconditioning Equipment.


3.                         The Tenant will only use for moving goods of bulk
or quantity such parts of the Premises and the Common Areas and at such times as the Landlord from time to time
directs. The Tenant will give the Landlord
not less than 48 hours prior written notice that the Tenant intends to move
goods of bulk or quantity.


4.                         The Tenant will not allow any article whatsoever
to fall from the Premises or the Common Areas and will not place any
article on any ledge or other like part of the Premises or the Common Areas.


5.                           The Tenant will keep clean and free from rubbish such parts of the Common
Areas or of any public footpath that immediately adjoin the Premises.


6.                         The Tenant will endeavour to keep the Premises and
any property in the Premises safe from theft and will keep the Premises
secure when the Premises are not in use.


7.                           The Tenant will not allow any keys or other means
of access to the Premises to come into possession of any other Person and on the expiry or earlier
termination of this Lease will deliver all keys or other means of access to the Premises to the Landlord.
The Tenant will promptly advise the Landlord of any keys or other means of
access to the Premises that are lost or destroyed or otherwise no longer in the Tenant’s
control.


8.                         No
rubbish or waste will at any time be burned on the Premises or the Common
Areas.


9.                         All blinds, awnings, window ventilators and other
similar fittings installed by the Tenant with the Landlord’s consent visible from outside the
Premises will conform to the Landlord’s requirements as to design, quality and appearance.


10.                  The toilets and other waste apparatus used by the
Tenant will not be used for any purpose other than for which they were constructed and no unsuitable
substances will be thrown in the toilets or other waste apparatus. Any damage resulting to the toilets or
waste apparatus from misuse by the Tenant will be made good by the Tenant.


11.                     No part of the Common Areas can be used by the
Tenant for parking vehicles except for pick-up or delivery of goods or Persons in the ordinary
course of the Tenant’s business or unless expressly permitted by this Lease.


12.                     The Premises will not remain open for business
during any times prohibited by law for that class of Premises or for the
business carried on in the Premises.


13.                     The Tenant will
not bring onto the Estate any vehicle
or trolley which does not have rubber tyres.



 41
 






 



14.                     Where the
Landlord at the Tenant’s request provides the Tenant with identification on any
sign installed by the Landlord near an entrance
to the Estate the Tenant will pay the Landlord’s costs of providing such identification on demand.


15.                     The Tenant will not allow smoking
in the Premises or, so far as it is within the Tenant’s control, the Common Areas.


16.                     The
Tenant will comply with the Landlord’s
procedures for Estate security.


 


	
  I certify that the person(s) signing opposite, with
  whom I am personally acquainted or as to whose identity I am otherwise
  satisfied, signed this instrument in my presence.

  	
   

  	
  Certified correct for the purposes of the Real
  Property Act 1900 by the person(s) named below who signed this instrument
  pursuant to the power of attorney specified.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature of witness:

  	
   

  	
  /s/ Ranee George

  	
   

  	
  Signature of attorney:

  	
   

  	
  /s/ Tim Roger Lewis

  
	
   

  	
   

  	
  Ranee George

  	
   

  	
  Attorney’s name:

  	
   

  	
  Tim Roger Lewis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of witness:

  	
   

  	
  Ranee George

  	
   

  	
  Signature of attorney:

  	
   

  	
  /s/ Adrian Lawrence Astridge

  
	
  Address of witness:

  	
   

  	
  Level 6

  	
   

  	
  Attorney’s name:

  	
   

  	
  Adrian Lawrance Astridge

  
	
   

  	
   

  	
  345 George St

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sydney

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Signing on behalf of: 

  	
   

  	
  ING Management Limited

  
	
   

  	
   

  	
   

  	
   

  	
  (ACN 006 065 032) 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Power of attorney- Book: 

  	
   

  	
  4454

  
	
   

  	
   

  	
   

  	
   

  	
  - No.:

  	
   

  	
  709

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Certified correct for the
  purposes of the Real Property Act 1900 and executed on behalf of the corporation named below
  by the authorised person(s) whose signature(s) appeals) below pursuant to the authority specified:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporation: 

  	
   

  	
  Channell Pty Limited

  	
   

  	
  (ABN 29 002 735 622)

  	
   

  	
   

  
	
  Authority: 

  	
   

  	
  s 127Corporations Act, 2001

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature of authorised person:

  	
   

  	
  /s/ Nick Morganti

  	
   

  	
  Signature of authorised person:

  	
   

  	
  /s/ William H. Channell, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of authorised person:  

  	
   

  	
  Nick Morganti

  	
   

  	
  Name of authorised person: 

  	
   

  	
  William H. Channell, Jr.

  
	
  Office held: 

  	
   

  	
  Managing Director

  	
   

  	
  Office held: 

  	
   

  	
  Director

  



 


 



 42
 






 



Contents


 


	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
  6

  
	
  2.

  	
  TERM

  	
  12

  
	
  3.

  	
  BASE RENT AND OTHER PAYMENTS

  	
  13

  
	
  4.

  	
  UTILITIES

  	
  18

  
	
  5.

  	
  OTHER CHARGES

  	
  19

  
	
  6.

  	
  TENANT’S BUSINESS

  	
  19

  
	
  7.

  	
  USE OF PREMISES AND CLEANING

  	
  19

  
	
  8.

  	
  TENANT’S USE OF ESTATE

  	
  21

  
	
  9.

  	
  LANDLORD’S MANAGEMENT AND ESTATE

  	
  22

  
	
  10.

  	
  MAINTENANCE AND REPAIR

  	
  23

  
	
  11.

  	
  WORKS AND OVERLOADING

  	
  25

  
	
  12.

  	
  LANDLORD’S RESERVATIONS

  	
  25

  
	
  13.

  	
  LANDLORD’S LIABILITIES AND INDEMNITIES

  	
  26

  
	
  14.

  	
  INSURANCES

  	
  28

  
	
  15.

  	
  ASSIGNMENT, SHARES DEALING, SUB-LETTING MORTGAGING
  ETC.

  	
  29

  
	
  16.

  	
  LANDLORD’S TITLE

  	
  30

  
	
  17.

  	
  TENANT’S DEFAULT

  	
  31

  
	
  18.

  	
  GUARANTEE

  	
  32

  
	
  19.

  	
  GENERAL

  	
  34

  
	
  20.

  	
  SPECIAL PROVISIONS

  	
  35

  
	
  SCHEDULE- ESTATE RULES AND REGULATIONS

  	
  41

  



 


 


	
  

  	
  /s/ William H. Channell, Jr.

  
	
   

  	
   

  
	
   

  	
  /s/ Nick Morganti

  
	
   

  	
   

  
	
   

  	
  /s/ Tim
  Roger Lewis

  
	
   

  	
   

  
	
   

  	
  /s/
  Adrian Lawrence Astridge

  



 



 43