FORM: 97-07L LEASE LICENSE: 421X/0856/97 NEW SOUTH WALES

FORM: 97-07L                            LEASE    
LICENSE: 421X/0856/97
                                   NEW SOUTH WALES

                                REAL PROPERTY ACT 1900

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                                   Office of State Revenue use only


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(A)    PROPERTY LEASED          
       if appropriate, specify     Folio Identifier: 1/635124 part being Level 
       the part or premises.       0, 00 Xxxxxxxx Xxxxxx, Xx Xxxxxxxx


                                ----------------------------------------------


                                ----------------------------------------------
(B)    LODGED BY
                                             XXXX & XXXX
                                   LTO Box   Level 15 Gateway
                                   000 X     0 Xxxxxxxxx Xxxxx, Xxxxxx XXX
                                             0000 DX 214 Sydney (00) 0000.0000
                                             Reference: MPBA:111379784

                                ----------------------------------------------

(C)    LESSOR                   Legal & General Properties No. 1 Pty Limited
                                (ACN 000 511 624)


(D)    The lessor leases to the lessee the property described above.
       Encumbrances (if applicable)     1.     2.     3.     4.

                                ----------------------------------------------
(E)    LESSEE
                                        Mannatech Australia Pty Limited 
                                   L    (ACN 082 375 862)


(F)                                     TENANCY:

                                ----------------------------------------------

(G)    1. TERM:                Five (5) years

       2. COMMENCING DATE:     1 September 1998

       3. TERMINATING DATE:    31 August 2003

       4. With an OPTION TO RENEW for a period of five (5) years set
          out in Clause 17 of Annexure "A".

       7. Incorporates the provisions set out in ANNEXURE "A" hereto.


                              Page 1 OF 2    CHECKED BY (LTO use).............



(H)    We certify this dealing correct for the purposes of the Real Property Act
       1900.

       DATE
           ---------------------- 

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

              THE COMMON SEAL of LEGAL &                )
              GENERAL PROPERTIES NO. 1 PTY              )
              LIMITED was duly affixed in the presence  )
              of:                                       )


              Signature:                         Signature: 
                        ---------------------               --------------------

              Name:                              Name: 
                   --------------------------         -------------------------
                     PLEASE PRINT                       PLEASE PRINT


              SECRETARY                           DIRECTOR


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

              THE COMMON SEAL of MANNATECH              )
              AUSTRALIA PTY LIMITED was duly            )
              affixed in the presence of:               )


              Signature: XXXXX XXXXX XXXXXXXX    Signature: XXXXX XXXXX XXXXXXXX
                        ---------------------               --------------------

              Name: Xxxxx Xxxxx Xxxxxxxx         Name: Xxxxx Xxxxx Xxxxxxxx
                   --------------------------         -------------------------
                     PLEASE PRINT                       PLEASE PRINT


              SECRETARY                           DIRECTOR


(I)    STATUTORY DECLARATION


       I solemnly and sincerely declare that: the time for the exercise of 
       Option to Renew/Purchase in expired lease no. *15* has ended; the 
       lessee under that lease has not exercised the option; and a variation 
       of lease extending the term has not been entered into. I make this 
       solemn declaration conscientiously believing the same to be true and 
       by virtue of the Oaths Act 1900.

       Made and subscribed at____________in the State of________________
       on_________19__ in the presence of


       --------------------------------- 
       Signature of Witness

       --------------------------------- 
       Name of Witness (BLOCK LETTERS)


       --------------------------------- 
       Address and Qualification of Witness Signature of Lessor


                                 Page 2 of 2


THIS IS ANNEXURE "A" REFERRED TO IN THE LEASE BETWEEN LEGAL & GENERAL 
PROPERTIES NO. 1 PTY LIMITED (AS LESSOR) AND MANNATECH AUSTRALIA PTY LIMITED 
(AS LESSEE) DATED THIS ____ DAY OF __________ 1998

-------------------------------------------------------------------------------

1.     INTERPRETATION
--------------------- 

1.1    DEFINITIONS

       In this Lease and in any Rules and Regulations made hereunder unless the
       contrary intention appears:

       "Building" means the Building erected on the Land and known as 00 
       Xxxxxxxx Xxxxxx, Xx Leonards together with any modifications, 
       extensions or alterations thereto from time to time and together with 
       the fixtures, fittings, furnishings, plant, machinery and equipment of 
       the Lessor therein from time to time and including (but without 
       affecting the generality hereof) the Common Areas herein referred to 
       and parking areas.

       "Common Areas" means such tea rooms, water closets and toilets in the
       Building as are designated by the Lessor for use by the Lessee and its
       invitees in common with other persons entitled to use the same and also
       but for the purpose only of ingress and egress to and from the Demised 
       Premises the forecourt, entrance, vestibules, corridors, passages, 
       stairways and landings in the Building and the escalators and lifts 
       therein, and all gardens, landscaped land and curtilage.

       "Demised Premises" means the premises described as demised premises in 
       the Lease including any part thereof and the fixtures, fittings, 
       furnishings, plant, machinery and equipment (if any) of the Lessor now 
       or hereafter installed therein.

       "Institute" means the Australian Institute of Valuers and Land Economists
       (Inc) NSW Division.

       "Land" means the land described as such in the Lease.

       "Lease" means this lease and any annexures appendices and schedules
       relating thereto.

       "Lessee" means the Lessee named and described as such in the Lease and
       includes the successors and permitted assigns of the Lessee and where not
       repugnant to the context the servants, invitees and agents of the Lessee
       who are in or about the premises at any time at the request of or under 
       the control or direction of the Lessee or in the course of the conduct of
       the Lessee's business.

       "Lessee's Works" means all those fit-out items in which the right title 
       and interest vest in the Lessee and as detailed in the First Schedule to
       this Lease.



                                       2


       "Lessor" means the Lessor named and described as such in the Lease and
       includes the successors and assigns of the Lessor and where not repugnant
       to the context the servants and agents of the Lessor.

       "Reference Schedule" means the Reference Schedule described as such in 
       the Lease.

       "Rules and Regulations" means the Rules and Regulations (if any) of the
       Building contained in the Second Appendix hereto and all additions and
       variations made thereto by the Lessor from time to time pursuant to 
       Clause 4.5.

1.2    HEADINGS ETC.

       Headings of clauses and marginal notes have been inserted for guidance 
       only and shall be deemed not to form part of the context.

1.3    SINGULAR, PLURAL ETC

       Words importing the singular number shall include the plural and the
       masculine gender the feminine or neuter and vice versa and words 
       importing persons shall include corporations. Any covenant or agreement
       on the part of two or more persons shall be deemed to bind them jointly
       or severally.

1.4    STATUTES

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

1.5    SATURDAYS SUNDAYS AND PUBLIC HOLIDAYS

       Where pursuant to this Lease the day on or by which any act matter or 
       thing is to be done is a Saturday or a Sunday or a public holiday such
       act matter or thing may be done on the next succeeding day which is not
       a Saturday or a Sunday or public holiday.

2.     EXCLUSION OF IMPLIED COVENANTS AND POWERS
------------------------------------------------ 

2.1    The covenants and powers implied in every lease by virtue of Sections 84,
       84A and 85 of the Conveyancing Act, 1919 shall not apply to or be implied
       in the Lease except insofar as the same or some parts thereof are 
       included in the covenants herein contained.



                                       3


3.     RENT AND OUTGOINGS
------------------------- 

3.1    PAYMENT OF RENT AND OUTGOINGS

       The Lessee will during the term pay to the Lessor the rent and outgoings
       of the Building all as specified, calculated and payable in the manner 
       provided in the First Appendix hereto.

3.2    TERMINATION OR ABATEMENT ON DAMAGE RESUMPTION ETC.

       If the Building shall be resumed or taken for public purposes by any
       competent authority, or if the whole or any part of the Building shall be
       destroyed or damaged by fire, flood, lightning, xxxxx, xxxxxxx or other
       disabling cause so as (in either case) to render the Building 
       substantially unfit for the use and occupation of the Lessee, or so as 
       (in either case) to deprive the Lessee of substantial use of the same, 
       or so as (in the latter case only) to render the reconstruction of the 
       Building in its previous form impracticable or undesirable in the 
       opinion of the Lessor then:-

       (a)    this Lease may be terminated without compensation by either the
              Lessor or the Lessee by notice in writing to the other PROVIDED
              ALWAYS that the Lessee shall only be entitled to terminate this
              Lease if the Lessor shall have failed to rebuild or reinstate the
              Building within a reasonable time after notice in writing from the
              Lessee having regard to the extent of the damage and the work
              required to rebuild or reinstate the Building;

       (b)    any such termination as aforesaid shall be without prejudice to 
              the rights of either party in respect of any antecedent breach 
              matter or thing;

       (c)    nothing herein contained or implied shall be deemed to impose any
              obligation upon the Lessor to rebuild or reinstate the Building or
              to make the same fit for use and occupation of the Lessee;

       (d)    upon the happening of any such damage or destruction as aforesaid
              the rent hereby reserved, and any moneys payable by the Lessee to
              the Lessor for the cleaning of the Demised Premises, and the
              Lessee's proportion of the outgoings of the Building or a
              proportionate part thereof according to the nature and extent of 
              the damage sustained shall xxxxx until the Building shall have 
              been rebuilt or reinstated or made fit for the occupation and use
              of the Lessee or until the Lease shall be terminated pursuant to 
              the provisions of paragraph (a) hereof as the case may be;

       (e)    in the event of any dispute arising out of this Clause the same
              shall be referred to arbitration under the provisions of the laws
              for the time being in force in the State of New South Wales; and

       (f)    notwithstanding the aforesaid the Lessee shall have no right of
              termination and the payment of rent and other moneys shall not 
              xxxxx



                                       4


              if the destruction or damage was caused or contributed to by the
              Lessee, its servants, agents, contractors or other invitees.

3.3    DAMAGE TO PREMISES

       If the Demised Premises shall be damaged or destroyed (in whole or part)
       by fire, flood, lighting, xxxxx, xxxxxxx or other disabling cause so 
       as (in either case) to render the Demised Premises substantially unfit 
       for the use and occupation of the Lessee, or so as (in either case) to 
       deprive the Lessee of substantial use of the same and the Lessor shall 
       not have served notice upon the Lessee within 30 days of the event or 
       damage or destruction to the effect that the Lessor will reinstate the 
       Demised Premises within a reasonable time after service of that notice 
       having regard to the extent of the damage and work required to rebuild 
       or reinstate the Demised Premises:-

       (a)    this Lease may be terminated without compensation by either the
              Lessor or the Lessee by notice in writing to the other;

       (b)    any such termination as aforesaid shall be without prejudice to 
              the rights of either party in respect of any antecedent breach 
              matter or thing;

       (c)    nothing herein contained or implied shall be deemed to impose any
              obligation upon the Lessor to rebuild or reinstate the Demised
              Premises or to make the same fit for use and occupation of the
              Lessee;

       (d)    upon the happening of any such damage or destruction as aforesaid
              the rent hereby reserved, and any moneys payable by the Lessee to
              the Lessor for the cleaning of the Demised Premises, and the
              Lessee's proportion of the outgoings of the Demised Premises or a
              proportionate part thereof according to the nature and extent of
              the damage sustained shall xxxxx until the Demised Premises shall
              have been rebuilt or reinstated or made fit for the occupation and
              use of the Lessee or until the Lease shall be terminated pursuant
              to the provisions of paragraph (a) hereof as the case may be;

       (e)    in the event of any dispute arising out of this Clause the same
              shall be referred to arbitration under the provisions of the laws
              for the time being in force in the State of New South Wales; and

       (f)    notwithstanding the aforesaid the Lessee shall have no right of
              termination and the payment of rent and other moneys shall not
              xxxxx if the destruction or damage was caused or contributed to 
              by the Lessee, its servants, agents, contractors or other invitees
              and the Lessor's insurances are irrecoverable as a result of the
              act or omission of the Lessee. its servants, agents, contractors
              or invitees.



                                       5


4.     USE OF DEMISED PREMISES. ASSIGNMENT AND SUBLETTING
--------------------------------------------------------- 

4.1    PERMITTED USE

       Without the prior written consent of the Lessor the Lessee will not use
       the Demised Premises or any part thereof, or permit or suffer the same 
       to be used, for any purpose other than that set out in Item 4 of the 
       Reference Schedule and will not use or permit or suffer the same to be 
       used for any other purpose or for any residential purpose whether 
       temporary or permanent and any storage space forming part of the 
       Demised Premises shall not be used for any purpose other than storage.

4.2    ASSIGNMENT & SUBLETTING

       (a)    The Lessee will not during the continuance of this Lease assign,
              transfer, sublet, part with, share the possession of, or grant any
              licence affecting, or mortgage, charge or otherwise deal with, or
              dispose of the Demised Premises or any part thereof or by any act
              or deed procure the same or any part thereof to be assigned,
              transferred, sublet unto, shared or put into possession of any
              person or persons without the prior consent in writing of the 
              Lessor which consent shall not be unreasonably withheld or 
              delayed where:

              (i)    the Lessee is not in default in the observance and
                     performance of the covenants on the Lessee's part herein
                     contained;

              (ii)   the Lessee proposes to assign, transfer, sublet or grant a
                     licence to an assignee, transferee, sublessee or licensee
                     who:

                     (aa)   proves to the reasonable satisfaction of the Lessor
                            that he is a respectable, responsible and solvent
                            person capable of adequately carrying on the 
                            permitted use specified in Item 4 of the Reference
                            Schedule;

                     (bb)   enters into a covenant with the Lessor in the form
                            required by the Lessor that he will duly perform and
                            observe the covenants on the Lessee's part herein
                            contained;

                     (cc)   in the case of an assignee or transferee, furnishes
                            to the Lessor such guarantee or guarantees of the
                            performance of his obligations under this Lease as 
                            the Lessor shall require;

                     (dd)   in the case of a subletting or licence, is bound to
                            pay a current market rental or current market 
                            licence fee but in any event not less than a rental
                            or licence fee at pro rata to the then annual rent 
                            being paid by the Lessee under this Lease;



                                       6


                     (ee)   in the case of a subletting or licence, 
                            enters into a sublease or licence agreement (as the
                            case may be) in a form acceptable to the Lessor.

              (iii)  in the case of an assignment or transfer the Lessee enters
                     into a deed in the form required by the Lessor under which
                     he releases the Lessor from all claims which the Lessee 
                     then has, or may thereafter have, against the Lessor in 
                     respect of, or in any way arising from this Lease but such
                     release shall not be required for any claim already 
                     notified in writing to the Lessor by the Lessee.

              (iv)   The Lessee pays to the Lessor its legal and other costs and
                     disbursements reasonably incurred in respect of such
                     assignment, transfer, sublease or grant of licence.

       (b)    Where the Lessee is a corporation any change in the principal
              shareholding altering the effective control of the Lessee shall be
              deemed an assignment of this Lease and will require the consent of
              the Lessor as aforesaid.

       (c)    An assignment of this Lease to a related corporation (as defined 
              in the Corporations Law) shall require the consent of the Lessor 
              but that consent may not be withheld unless the Lessee shall be in
              breach of this Lease at the time of the request for consent to
              assign.

4.3    The Lessee will not at any time during the term of this Lease:-

       NOXIOUS USES ETC

       (a)    use, exercise, carry on or permit or suffer to be used, exercised
              or carried on, in or upon the Demised Premises, or any part 
              thereof, any noxious, noisome or offensive act, trade, business,
              occupation or calling, or

       NUISANCE OR ANNOYANCE

       (b)    do or omit, or permit or suffer to be done or omitted, any act,
              matter or thing whatsoever in upon or about the Demised Premises
              or the Building or any part thereof which is or may become an
              annoyance, nuisance, grievance or disturbance to any other 
              occupier or owner of any adjacent premises, or

       ANIMALS AND BIRDS

       (c)    keep any animal or bird in or about the Demised Premises or
              Building, or

       BURNING OF RUBBISH

       (d)    burn any rubbish or waste upon the Demised Premises or Building,
              or



                                       7


       AUCTION OR FIRE SALE

       (e)    conduct or permit to be conducted on the Demised Premises any
              auction, bankrupt or fire sale.

4.4    SIGNS ETC.

       The Lessee will:

       (a)    not without the prior approval in writing of the Lessor such
              approval shall not be unreasonably withheld or delayed erect,
              display, inscribe, paint, affix or exhibit on or to the interior
              or the exterior of the Demised Premises or of the Building so as
              to be visible from the Common Area any sign, light, embellishment,
              advertisement, name, notice or other device, furnishing, ornament
              or object;

       (b)    upon vacating the Demised Premises or immediately prior thereto at
              the request of the Lessor remove the same and make good any damage
              or disfigurement caused by reason of such erection, displaying,
              inscription, painting, affixing, exhibiting or removal thereof;

       (c)    advise the Lessor prior to the commencement date of this Lease of
              the manner in which the Lessee's business is to be advertised on
              the Directory Board maintained by the Lessor in the foyer of the
              Building and pay on demand the Lessor's reasonable costs in
              providing the same in a style and manner consistent with that
              reasonably prescribed by the Lessor for the Directory Board.

4.5    RULES AND REGULATIONS

       (a)    Notwithstanding anything hereinbefore contained the Lessee shall
              not enter or use or permit to be entered or used the Demised 
              Premises the Building or any Common Areas otherwise than in 
              accordance with the Rules and Regulations.

       ALTERATIONS TO RULES AND REGULATIONS

       (b)    The Lessor reserves the right at any time and from time to time to
              amend, cancel, add to or suspend all or any of the Rules and
              Regulations for the time being subsisting and to make such other 
              and further rules and regulations either in lieu of or in 
              addition as, in the judgment of the Lessor, may be required for 
              the management, safety, care or cleanliness of the Demised 
              Premises or of the Building, or for the preservation of good 
              order therein, and for the convenience of the occupiers and 
              invitees thereof provided that no amendment or variation to the 
              Rules and Regulations shall be inconsistent with the rights of 
              the Lessee as expressed in this Lease. All such amendments and 
              additions shall bind the Lessee when written notice thereof 
              shall have been given to the Lessee. If there shall be any 
              inconsistency between the provisions of 



                                       8


              this Lease and the Rules and Regulations the provisions of this 
              Lease shall prevail.

       NON-ENFORCEMENT OF RULES AND REGULATIONS

       (c)    The Lessor shall not be liable for any loss or damage howsoever
              caused arising out of any non-enforcement of the Rules and
              Regulations.

4.6    COMPLIANCE WITH NOTICES ETC.

       The Lessee will from time to time forthwith comply with all statutes,
       ordinances, proclamations, orders or regulations present or future
       affecting or relating to the Demised Premises, or the use thereof and
       with all requirements which may be made or notices or orders which may 
       be given by any governmental, semi-governmental, municipal, health, 
       licensing or any other authority having jurisdiction or authority in 
       respect of the Demised Premises or the user thereof, and will keep the 
       Lessor indemnified in respect of all such matters PROVIDED THAT the 
       Lessee shall not be liable in respect of any structural alterations 
       the requirement for which was not caused or contributed to by the 
       Lessee's use or occupation of the Demised Premises.

4.7    HEAVY MACHINERY

       The Lessee will not bring upon the Demised Premises any heavy machinery
       or other plant or equipment unless the same is reasonably necessary for
       the Lessee's use of the Demised Premises as herein provided and in no 
       event shall any such machinery, plant or equipment be of such nature 
       or size as to cause or in the reasonable opinion of the Lessor be 
       likely to cause any structural or other damage to the floors or walls 
       or any other parts of the Demised Premises or the Building. Before 
       bringing any such machinery, plant or equipment upon the Demised 
       Premises or the Building the Lessee shall inform the Lessor of the 
       Lessee's intention so to do and the Lessor may direct the routing, 
       installation and location of all such machinery, plant and equipment 
       and the Lessee shall observe and comply with all such directions. The 
       Lessor shall have the right to obtain expert advice from a structural 
       engineer if it considers such advice to be necessary in relation to 
       the positioning of such heavy machinery and the Lessee agrees to pay 
       the costs of obtaining such advice.

4.8    USE OF TOILETS ETC

       The Lessee shall not use or permit or suffer to be used the toilets, 
       sinks, drainage and other plumbing facilities in the Demised Premises 
       or the Common Areas for any purpose other than those for which they 
       were constructed or provided, and shall not deposit or permit to be 
       deposited therein any sweepings rubbish or other matter and any damage 
       thereto by misuse shall be made good by the Lessee forthwith.



                                       9


4.9    XXXXXXX AND VERMIN

       The Lessee will take all reasonable precautions to keep the Demised 
       Premises free of rodents, vermin, cockroaches, paper lice, fleas and 
       other pests and in the event of the Lessee failing so to do the Lessee 
       will if and so often as required by the Lessor but at the cost of the 
       Lessee employ pest exterminators approved by the Lessor.

4.10   INFECTIOUS ILLNESS

       The Lessee will in the event of any infectious illness occurring in the
       Demised Premises forthwith give notice thereof to the Lessor and to the
       proper authorities and at the expense of the Lessee will thoroughly
       fumigate and disinfect the Demised Premises to the satisfaction of the
       Lessor and such authorities and otherwise comply with their reasonable
       and lawful requirements.

4.11   ACCIDENTS, DEFECTS ETC

       The Lessee will give to the Lessor prompt notice in writing of any 
       accident to or defect or want of repair in any services to or fittings 
       in the Demised Premises and of any circumstances of which the Lessee 
       is aware or ought reasonably to be aware likely to be or cause any 
       danger, risk or hazard to the Demised Premises or to the Building or 
       any person or property therein.

5.     ELECTRICITY AND SERVICES
------------------------------- 

5.1    XXXXXX'S PAYMENT OF CHARGES

       The Lessee shall pay all charges for electricity, gas, water, oil,
       telephone and other services to or from the Demised Premises and 
       separately metered to the Demised Premises.

5.2    DEFAULT IN PAYMENT BY LESSEE

       Should the Lessee make default in the payment of any of the aforesaid
       charges the Lessor may pay the same and recover the amount so paid as if
       the same was rent payable hereunder on the date on which the Lessor pays
       the same.

6.     AIR-CONDITIONING ELEVATORS AND ESCALATORS
------------------------------------------------ 

6.1    USE BY LESSEE

       Where any plant, machinery or equipment for heating, cooling or 
       circulating air (all of which are in this clause included in the 
       expression "air-conditioning plant") or any one or more lifts or 
       escalators (hereinafter called "elevators") are provided in the 
       Building or the Demised Premises by the Lessor:-



                                       10


       (a)    delays or stoppages due to repairs, maintenance, strikes, 
              accidents or other unavoidable cause excepted, the Lessor shall
              endeavor to keep the air-conditioning plant and the elevators 
              working and reasonably available for the use of the Lessee:

              (i)    between the hours of 8.00 a.m. and 6.00 p.m. Monday to 
                     Friday inclusive, and

              (ii)   between such extended hours and/or upon such other days as
                     the Lessor shall from time to time notify the Lessee, and

              (iii)  between such extended hours as the Lessee requests at the
                     Lessee's cost.

       NON-INTERFERENCE BY XXXXXX

       (b)    the Lessee will at all times comply with and observe the 
              reasonable requirements of the Lessor in relation to the 
              air-conditioning plant and the elevators and will not do, or 
              permit or suffer to be done, anything in relation to the same 
              or otherwise which might interfere with or impair the efficient 
              operation of such air-conditioning plant and elevators;

       FAILURE

       (c)    should the air-conditioning plant or the elevators fail to 
              function for any reason, the Lessee shall not by reason of any 
              such failure be entitled to determine this Lease, nor shall the 
              Lessee have any right of action or claim for compensation or 
              damages against the Lessor in respect thereof;

       MAINTENANCE

       (d)    the Lessee shall allow the Lessor and the Lessor's engineers to
              enter the Demised Premises at any time to install, remove examine
              or repair all or any of the air-conditioning plant or the 
              elevators provided that in and about such work the Lessor shall 
              not cause any undue interference to the Lessee in the conduct 
              of its business in the Demised Premises;

       PROHIBITED USE

       (e)    the Lessee will not use or permit to be used the elevators except
              any elevator designated as a goods lift other than for the
              conveyance of passengers.


                                       11

7.     MAINTENANCE, REPAIR, ALTERATIONS, ETC.
---------------------------------------------

7.1    REPAIR OF DEMISED PREMISES

       The Lessee will during the whole of the term and for so long as the 
       Lessee may remain in possession or otherwise occupation when where 
       and so often as need shall be maintain, replace, repair and keep the 
       whole of the Demised Premises in good and substantial repair order 
       and condition (having regard to their condition at the commencement 
       of the Lease) damage by explosion, earthquake, aircraft, riot, civil 
       commotion, fire, flood, lightning, xxxxx, xxxxxxx and reasonable wear 
       and tear Act of God and war damage only excepted unless any insurance 
       moneys are irrecoverable through the neglect default or misconduct of 
       the Lessee its servants agents contractors other invitees and persons 
       claiming through the Lessee and in such repair order and condition 
       (except as aforesaid) the Lessee shall peaceably surrender and yield 
       up to the Lessor the whole of the Demised Premises at the expiration 
       or sooner determination of the Lease. An inventory of the fixtures, 
       fittings, furnishings, plant, machinery and equipment of the Lessor 
       forming part of the Demised Premises at the date of commencement of 
       the term of the Lease has been signed by the parties by way of 
       identification and the parties acknowledge that the condition thereof 
       as at such date is as stated therein.

7.2    The Lessee shall, without affecting the generality of Clause 7.1, at the
       Lessee's expense:-

       PAINTING AND PAPERING

       (a)    so often as the Lessor may reasonably require during the term 
              (which the Lessor may not do at intervals of less than three (3) 
              years) and in addition during the last year of the term (if in 
              the Lessor's reasonable opinion it is required and the Lessor 
              requests it of the Lessee) paint, paper or otherwise appropriately
              treat with materials and to standards reasonably determined by 
              the Lessor such parts of the Demised Premises which have or ought 
              to have been so treated.

       EQUIPMENT OF LESSEE

       (b)    keep and maintain clean and in good order, repair and condition 
              all fittings, plant, furnishings and equipment of the Lessee;

       DAMAGE TO BUILDING

       (c)    from time to time make good any breakage, defect or damage to the
              Demised Premises, the Building or to any adjoining premises or any
              facility or appurtenance thereof occasioned by want of care, 
              misuse or abuse on the part of the Lessee its servants agents 
              contractors other invitees and persons claiming through the Lessee
              or otherwise occasioned by any breach or default by the Lessee 
              hereunder or under any Rules or Regulations hereto;


                                       12

       CARPETS, BLINDS AND CURTAINS

       (d)    keep such of the standard carpets and floor coverings in the 
              Demised Premises and such of the blinds and curtains therein (if 
              any) as are supplied by the Lessor in good and tenantable repair 
              and condition and the Lessor shall not be liable for any damage 
              done thereto arising from use in any way inconsistent with the 
              occupation of the Demised Premises for the use hereinbefore 
              permitted and/or the neglect, default or misconduct of the Lessee 
              or of any servant agent contractor or other invitee of the Lessee 
              or any person claiming through the Lessee.

7.3    ALTERATIONS

       The Lessee shall not without the previous consent in writing of the 
       Lessor make or suffer or permit to be made any alterations or 
       additions to the Demised Premises (including but without limiting the 
       generality thereof the partitions and floor coverings) or drive nails 
       or screws into or in any way damage or deface any ceilings, walls, 
       partitions, floors, wood, stone, concrete or iron or metal work 
       thereof.

7.4    PARTITIONING

       (a)    The Lessee shall use internal partitions within the Demised 
              Premises only of such standard as to type, quality, colour and 
              size as the Lessor shall decide and which shall be installed in 
              the Demised Premises by a builder approved by the Lessor under 
              the supervision of an Architect approved by the Lessor and the 
              Lessee covenants not to make any additions or alterations to the 
              partitions except according to the said standards and supervision 
              and with the prior approval in writing of the Lessor all such 
              approvals not to be unreasonably withheld or delayed.

       (b)    The cost of internal partitions within the Demised Premises and 
              the cost of installation thereof including all doors, vents, 
              glass and other items included in or incidental to the same and 
              the cost of all additional lights and power outlets and switches 
              and telephone outlets and alterations and/or additions to the 
              air-conditioning and/or sprinkler installations which may be 
              required by law and/or by reason of the position of any such 
              partitions or the particular requirements of the Lessee together 
              with all architects and other consultants fees incurred in 
              connection with the same shall be borne by the Lessee.

7.5    LESSOR'S RIGHT TO INSPECT

       When and so often as the Lessor shall require and at all reasonable 
       times of the day the Lessor may by itself and/or those authorised by 
       it enter the Demised Premises and view the state of repair and 
       condition thereof, and make such reasonable investigations as it or 
       they may deem necessary for the purpose of ascertaining whether or not 
       there has been any breach of any of the covenants and conditions 
       herein contained or implied and serve upon the Lessee a notice 
       

                                       13

       in writing of any defect requiring it to repair the same in accordance 
       with any covenant herein contained.

7.6    LESSOR MAY ENTER TO REPAIR

       The Lessor shall have the right for itself and all those authorised by it
       upon reasonable notice (except in case of emergency when no notice shall 
       be required) and at all reasonable times to carry out any works, or make 
       any repairs, alterations or additions to, and to enter upon all or any 
       part of the Demised Premises, and to use the same for the purpose of 
       effecting or carrying out any repairs, alterations or additions or other 
       work which the Lessor may consider necessary or desirable to any part of 
       the Building or any buildings adjacent thereto from time to time.

7.7    DEFAULT IN REPAIRING

       In default of the Lessee repairing any defect according to reasonable
       notice the Lessor by itself and/or those authorised by it may enter the
       Demised Premises and execute at all reasonable times all or any of the
       required repairs as the Lessor may think fit, and in addition to the
       Lessor's other remedies recover from the Lessee the cost of such repairs 
       as the Lessee ought to have effected, including all sums paid on account 
       of any insurance, indemnities or compensation under the Worker's 
       Compensation Acts or otherwise with respect thereto.

7.8    REQUIREMENTS OF PUBLIC AUTHORITIES

       Without prejudice to the obligations of the Lessee under this Lease, the
       Lessor by itself and all those authorised by it may enter the Demised
       Premises at all reasonable times with workmen and others and all 
       necessary materials and appliances, for the purpose of complying with 
       the terms of any present or future legislation affecting the Demised 
       Premises or the Building or of any notice by any authority having 
       jurisdiction or authority over or in respect of the Demised Premises or 
       the Building in respect of the destruction of insects, rodents or other 
       pests or for the carrying out of any repairs, alterations or works 
       (including the provision of air-conditioning, sprinklers, lighting, 
       power, telephone and other services to the Lessee and other tenants of 
       the Building for which purpose the Lessor may from time to time require 
       access to the service ducts, walls, floors and ceilings and the Demised 
       Premises) and also for the purpose of exercising the powers and 
       authorities of the Lessor hereunder.


8.     CLEANING
---------------

8.1    CLEANING SERVICES AND RESPONSIBILITIES

       Where it is stated in Item 5 in the Reference Schedule that the Lessee is
       not responsible for cleaning the Demised Premises:-


                                       14

       (a)    the same shall be cleaned and garbage removed therefrom by a
              contractor engaged by the Lessor;

       (b)    the Lessor will in no way be responsible to the Lessee for any 
              loss of or damage to the property of the Lessee by the contractor 
              so engaged or any employees of such contractor;

       (c)    the Lessee will use exclusively the cleaning and garbage removal
              service provided by the Lessor and will permit reasonable access 
              for the person or persons engaged by the Lessor to provide the 
              cleaning (including window cleaning) of the Premises and garbage 
              removal therefrom;

       (d)    the Lessee will during the term pay to the Lessor the cleaning
              charge specified calculated and payable in the manner provided in
              the First Appendix hereto.

8.2    Where it is stated in Item 5 in the Reference Schedule that the Lessee is
       responsible for cleaning the Demised Premises:-

       (a)    the Lessee will at the Lessee's expense cause the Demised Premises
              to be kept clean and free from dirt and rubbish in a proper and
              workmanlike manner and particularly shall keep all trade waste 
              trash and garbage in proper receptacles and arrange for the 
              regular removal thereof from the Demised Premises:

       (b)    the Lessee will where required by the Lessor engage for the
              aforesaid purposes such cleaning and garbage removal service as is
              reasonably approved by the Lessor, but the Lessor will in no way 
              be responsible to the Lessee for any loss of or damage to the 
              property of the Lessee by the contractor so engaged or their 
              employees.

8.3    NO RUBBISH

       The Lessee will cause the Demised Premises to be kept free from dirt and
       rubbish and particularly shall store and keep all trade waste trash and
       garbage in proper receptacles.


9.     INSURANCES
-----------------

9.1    POLICIES TO BE MAINTAINED

       The Lessee at all times during the continuance of this Lease and at its 
       own expense will effect and keep current in respect of the Demised 
       Premises the following policies of insurance with a reputable, 
       respectable and solvent insurance company or office and the Lessee shall 
       produce such policies and certificates of currency for inspection by the 
       Lessor as and when required:-


                                       15

       (a)    where applicable, a policy in the joint names of the Lessee and 
              the Lessor in such amount (not being less than the full insurable 
              value) and against such risks as the Lessor may require in respect
              of all plate glass windows and doors and display showcases upon 
              the Demised Premises;

       (b)    a public risk policy for such amount as the Lessor shall from time
              to time notify the Lessee and in the absence of such notification
              for an amount not less than ten million dollars ($10,000,000.00)
              such policy to specifically include the risks set out in Clause 
              10;

9.2    INSURANCE NOT TO BE AVOIDED

       The Lessee will not at any time do or suffer to be done or allowed 
       anything upon the Demised Premises or the Building or bring or keep 
       anything therein whereby any insurance relating to the Demised Premises 
       or the Building may be rendered void or voidable or whereby the rate of 
       premium on such insurance shall be liable to be increased and that in 
       case the Lessor shall approve in writing of any proposal of the Lessee 
       to increase the risk of fire the Lessee will pay all additional premiums 
       of insurance on the Building (if any) required on account of the 
       additional risk caused by the use to which the Demised Premises are put 
       by the Lessee with the consent aforesaid.

9.3    STORAGE OF INFLAMMABLE MATTER

       Without prejudice to the generality of the preceding sub-clause the 
       Lessee will not (other than in accordance with the specified use of the 
       Demised Premises approved by the Lessor) store chemicals, acetylene, 
       alcohol or any solid, liquid or gas of an inflammable volatile or 
       explosive nature and will not use the same or any of them in the Demised 
       Premises for any purpose.

9.4    COMPLIANCE WITH FIRE REGULATIONS

       The Lessee will comply with insurance, sprinkler and fire alarm 
       regulations in respect of any partitions which may be erected by or on 
       behalf of the Lessee upon the Demised Premises and the Lessee will pay 
       to the Lessor the cost of any alteration to the sprinkler and/or fire 
       alarm installation which may become necessary by reason of the 
       non-compliance by the Lessee with such regulations or the requirements 
       of the insurer or the Insurance Council of Australia.


10.    RELEASE AND INDEMNITY
----------------------------

10.1   The Lessee agrees to occupy and use the Demised Premises and the Building
       at the risk of the Lessee and hereby releases to the full extent 
       permitted by law the Lessor, its servants agents and contractors from 
       all claims and demands of every kind resulting from any accident damage 
       death or injury occurring therein except where the same is caused by 
       neglect, default or misconduct on the part of the Lessor or its servants 
       agents or contractors.


                                       16

10.2   The Lessee will and does hereby indemnify the Lessor and its servants
       agents and contractors in the absence of any neglect default or 
       misconduct on their part from and against all actions, claims, demands, 
       loss, damages, costs and expenses incurred or suffered by the Lessor or 
       its servants agents and contractors or for which the Lessor or its 
       servants agents or contractors may become liable in respect of any 
       damage to property or injury to any person which may be suffered or 
       sustained in, upon or near any part of the Demised Premises or the 
       Building whether in the occupation of the Lessor or of the Lessee or of 
       any other person, where such damage or injury results from the use of 
       the Demised Premises or the Building by the Lessee its servants agents 
       contractors, other invitees and persons claiming through the Lessee.

10.3   Without limiting the generality of Clause 10.2 the Lessee will and does
       hereby indemnify the Lessor from and against all actions, claims, 
       demands, loss, damage, costs and expenses incurred by the Lessor or for 
       which the Lessor may become liable in respect of or arising from:-

       (a)    the negligent use, misuse, waste or abuse by the Lessee or any
              servant, agent, contractor, other invitee, or person claiming
              through the Lessee of the water, gas, electricity, lighting and
              other installations in and facilities of the Demised Premises or 
              the Building or arising from any faulty fitting or fixture of the
              Lessee;

       (b)    overflow or leakage of water (including rain water) in or from the
              Demised Premises and caused or contributed to by any act or 
              omission on the part of the Lessee or other persons as aforesaid;

       (c)    loss, damage or injury from any cause whatsoever to property or
              person caused or contributed to by the use of the Demised Premises
              by the Lessee or other persons as aforesaid; and

       (d)    loss, damage or injury from any cause whatsoever to the Demised
              Premises or the Building or to any property or person within or
              without the Demised Premises or the Building occasioned or
              contributed to by any act, neglect, default or misconduct by the
              Lessee or other persons as aforesaid.


11.    HEAD LEASE AND OTHER INTERESTS
-------------------------------------

11.1   POWER OF ENTRY

       The Lessee will at all times permit the Lessor and any persons having any
       estate or interest in the Demised Premises superior to or concurrent with
       the Lessor to exercise the Lessor's powers to enter and view the Demised
       Premises and to carry out repairs, renovations, maintenance and other 
       work thereon and otherwise to exercise or perform their lawful rights or
       obligations in regard thereto.


                                       17

11.2   BENEFIT OF LESSEE'S COVENANTS

       In the event of a person other than the Lessor becoming entitled to 
       receive the rents payable pursuant to the Lease either by operation of 
       law or otherwise, the Lessee agrees that such persons shall have the 
       benefit of all covenants and agreements on the part of the Lessee 
       hereunder and the Lessee at the cost of the Lessor will enter into such 
       covenant with such other person in this regard as the Lessor may 
       reasonably require.

11.3   LESSEE'S INTEREST

       The Lessor will not permit the Lessee's estate or interest under the 
       Lease to be determined as a result of any breach by the Lessor of any 
       obligation on its part to any person having an estate or interest 
       superior to that of the Lessor.

11.4   LESSOR'S INTEREST

       No act, matter or thing whatsoever shall at any time during the term of
       this Lease be done or permitted by the Lessee likely to result in the
       determination of the estate or interest of the Lessor in the Demised
       Premises or the Building or the Land.


12.    LESSOR'S COVENANTS
-------------------------

12.1   QUIET ENJOYMENT

       The Lessee, paying the rent payable pursuant to the Lessee and duly and
       punctually observing and performing the covenants, obligations and
       provisions in the Lease on the part of the Lessee to be observed and
       performed shall and may peaceably possess and enjoy the Demised Premises
       for the term hereby granted without any interruption or disturbances from
       the Lessor or any other person or persons lawfully claiming by, from or
       under the Lessor.

12.2   REMOVAL OF XXXXXX'S FIXTURES

       (a)    The Lessee shall at or prior to the expiration of this Lease take,
              remove and carry away from the Demised Premises all fixtures,
              fittings, plant, equipment or other articles upon the Demised
              Premises in the nature of trade or tenant's fixtures including the
              Lessee's Works brought upon the Demised Premises by the Lessee but
              the Lessee shall in such removal do no damage to the Demised
              Premises or to the Building or shall forthwith make good any 
              damage which the Lessee may occasion thereto and shall remove all 
              rubbish and shall leave the Demised Premises in a clean state and 
              condition.


                                       18

       XXXXXX'S FIXTURES NOT TO BE REMOVED

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

12.3   The Lessor agrees to notify the Lessee in writing of any matter which the
       Lessor considers to be an event of default under this lease provided that
       the Lessor will not be required to notify the Lessee in writing if the 
       rent is unpaid. The notice must contain sufficient detail of the alleged 
       default to enable the Lessee to rectify the default. The Lessor agrees 
       to give any such notice within a reasonable time of the Lessor forming 
       the view that the Lessee is in default under the lease.

12.4   The Lessor shall take reasonable action to repair those matters for 
       which the Lessor is responsible within a reasonable time having regard 
       to the nature of the repairs required.


13.    DEFAULT, TERMINATION, ETC.
---------------------------------

13.1   DEFAULT

       In the event that:

       (a)    the rent payable pursuant to this Lease or any part thereof shall 
              be unpaid for the period of fourteen (14) days after any of the 
              days on which the same ought to have been paid and in accordance 
              with the covenants for payment herein contained (although no 
              formal or legal demand shall have been made therefor); or

       (b)    the Lessee commits, permits or suffers to occur any breach or
              default in the due and punctual observance and performance of any 
              of the covenants, obligations and provisions of this Lease or the 
              Rules and Regulations; or

       (c)    the Lessee being a company, an order is made or a resolution is
              effectively passed for the winding up of the Lessee (except for 
              the purpose of reconstruction or amalgamation with the written 
              consent of the Lessor which consent shall not be unreasonably 
              withheld); or

       (d)    the Lessee makes an assignment for the benefit of or enters into 
              an arrangement or composition with its creditors or stops payment 
              or is unable to pay its debts within the meaning of the 
              Corporations Law; or

       (e)    a receiver is appointed over any property of the Lessee; or


                                       19

       (f)    execution is levied against the Lessee and not discharged within
              thirty (30) days; or

       (g)    the Lessee, being a natural person, brings his estate within the
              operation of any law relating to bankrupts (other than by becoming
              a bankrupt), by committing an act of bankruptcy or executing a 
              deed of arrangement or deed of assignment under the provisions of 
              the Bankruptcy Act, 1966

       THEN but without prejudice to any action or other remedy which the Lessor
       has or might or otherwise could have for arrears of rent or breach of
       covenant or for damages as a result of any such event, the Lessor at any
       time or times thereafter shall have the right to re-enter into and upon 
       the Demised Premises and repossess and enjoy the same as of its former 
       estate anything herein contained to the contrary notwithstanding and 
       furthermore upon such re-entry the Lessor shall have the right to recover
       from the Lessee damages as compensation for the loss sustained as a 
       result of the failure of the Lessee to pay rent and other monies payable 
       under this Lease and observe and carry out all the other covenants of 
       this Lease for the period commencing from the date on which the right of 
       re-entry is exercised and terminating on the date on which, but for the 
       exercise of the right of re-entry, the term of the Lease would otherwise 
       expire and upon re-entry the Lessor shall be freed and discharged from 
       any action, suit, claim or demand by or obligation to the Lessee under 
       or by virtue of this Lease. Any fixtures, fittings, plant, equipment, 
       stock-in-trade or other articles of the Lessee in the Demised Premises 
       shall upon such re-entry become the property of the Lessor.

13.2   LESSOR'S RIGHT TO DAMAGES

       In the event that:-

       (a)    the rent payable pursuant to this Lease or any part thereof shall 
              be unpaid for the period of fourteen (14) days after any of the 
              dates on which the same ought to have been paid in accordance 
              with the covenants for payment herein contained (although no 
              formal or legal demand shall have been made therefor); or

       (b)    the Lessee commits, permits or suffers to occur any breach or
              default in the due and punctual performance of the covenants
              contained in Clauses 3.1 (with respect to outgoings of the
              Building), 4.1, 4.2, 4.6, 7.1 and 7.3;

       (each such event being referred to in this sub-clause as a "prescribed
       default event") the parties hereby acknowledges that the occurrence of 
       any prescribed default event shall be deemed to be a repudiation of all 
       of the Lessee's obligations under this Lease THEN but without prejudice 
       to any other remedy available to the Lessor, the Lessor having exercised 
       its rights of re-entry as aforesaid shall be entitled to recover from the
       Lessee its loss suffered as a consequence of such repudiation provided 
       that the Lessor may elect to recover such loss as liquidated damages 
       (not as a penalty) the amount 


                                       20

       thereof being calculated in accordance with the formula D = (A + B) - C
       where:

       D is the amount of such liquidated damages.

       A is the present value of the amount of the rent and outgoings of the
       Demised Premises for which the Lessee is liable in accordance with this
       Lease from the date of occurrence of the prescribed default event until 
       the expiry of the term thereon on the assumption that the Lease was to 
       continue in force until such expiry but having regard to any provision 
       of the Lease relating to the calculation of rent and outgoings and 
       review of rent.

       B is the amount of the fees charged by the valuer hereunder in providing
       the certificate hereunder.

       C is the present value of the amount of the rent expected to be received
       from a new tenant in respect of the Demised Premises from the date of
       occurrence of the prescribed default event until the expiry of the term 
       of the Lease taking into account all relevant factors including but not
       limited to any rent free period or other inducements usual in the market
       for such premises at the time of this calculation.

       The amounts required to be ascertained in respect of items A, B and C 
       shall be determined by a valuer of the Australian Institute of Valuers 
       and Land Administrators being either a Fellow or Associate of the Valuers
       Division (or should such Institute have ceased to exist, of such body or 
       association as then has substantially the same objects as such Institute)
       appointed by the Lessor practising in the state or territory in which 
       the Demised Premises are situated and such valuer shall act in the 
       capacity of an expert and not as an arbitrator and his decision shall be 
       final and binding in all respects.

13.3   LESSOR'S RIGHT TO REMEDY LESSEE'S DEFAULTS

       On each and every occasion on which the Lessee omits or neglects to pay 
       any money or to do or effect anything which the Lessee has in the Lease
       covenanted to pay, do or effect then it shall be lawful for but not
       obligatory upon the Lessor (and without prejudice to any rights and 
       powers arising from such default) to pay such money or do or effect such 
       thing by itself, its architects, contractors, workmen and agents as if 
       it were the Lessee and for that purpose the Lessor its architects, 
       contractors and workmen may enter upon the Demised Premises and there 
       remain for the purpose of doing or effecting any such thing and the 
       Lessor may recover from the Lessee the amount, expenses and costs of 
       such payment doing or effecting forthwith.

13.4   INTEREST ON MONEYS OVERDUE

       The Lessee will pay to the Lessor interest at the rate equivalent to the
       Westpac Banking Corporation Indicator Rate (or if such Rate shall cease 
       to be published whichever rate having similar purposes is periodically
       announced by the Westpac Banking Corporation) plus two percent (2%) per
       annum on any 


                                       21

       moneys due but unpaid for seven (7) days by the Lessee to the Lessor on 
       any account whatsoever pursuant to the Lease such interest to be 
       computed from the due date for the payment of the moneys in respect of
       which the interest is chargeable until payment of such moneys in full and
       to be recoverable in like manner as rent in arrears.


14.    GENERAL
--------------

14.1   WAIVER NEGATIVED

       (a)    The Lessor's failure to take advantage of any default or breach of
              covenant on the part of the Lessee shall not be or be construed as
              a waiver thereof, nor shall any custom or practice which may grow 
              up between the parties in the course of administering this Lease 
              be construed to waive or to lessen the right of the Lessor to 
              insist upon the performance by the Lessee of any term, covenant or
              condition hereof, or to exercise any rights to the Lessor on 
              account of any such default;

       (b)    A waiver by the Lessor of a particular breach or default shall not
              be deemed to be a waiver of the same or any other subsequent 
              breach or default;

       (c)    The subsequent acceptance of rent under the Lease by the Lessor
              shall not be deemed to be a waiver of any preceding breach by the
              Lessee of any term, covenant or condition of the Lease, other than
              the failure of the Lessee to make the particular payment or 
              payments of rental so accepted, regardless of the Lessor's 
              knowledge of such preceding breach at the time of acceptance of 
              such rent.

14.2   NOTICES

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

14.3   SERVICE OF NOTICES

       Without prejudice to any other means of giving notice, any notice or 
       other document or writing required to be served delivered or given 
       hereunder shall be sufficiently served on or delivered or given to the 
       Lessee or Covenantor (as the case may be) if served personally or if left
       addressed to the Lessee or Covenantor on the Demised Premises or 
       forwarded to the Lessee or Covenantor by prepaid post to the last known 
       place of business or abode of the Lessee or Covenantor, and shall be 
       sufficiently served on the Lessor if served personally or if addressed 
       to the Lessor and left at or sent by prepaid post to the Lessor's 
       registered office for the time being or last known place of business or 
       abode, and a notice of other document or writing sent by post 


                                       22

       shall be deemed to be given at the time when it ought to be delivered in 
       ordinary course of post.

14.4   STAMP DUTY COSTS ETC.

       The Lessee shall pay all stamp duty and all the Lessor's legal and other
       costs charges and expenses incidental to the preparation, completion,
       stamping and registration of this Lease, of any assignment, subletting,
       surrender or termination (otherwise than by effluxion of time) of this
       Lease and the consent of any person whose consent may be required and any
       certificate of registration required by the Lessor, and in case of 
       default by the Lessee in observing or performing any of its covenants in 
       the Lease contained or implied, the Lessee shall pay to the Lessor all 
       legal and other costs, charges and expenses for which the Lessor shall 
       become liable in consequence of or in connection with such default.

14.5   INSPECTION BY PURCHASER OR TENANT

       The Lessee shall at all reasonable times permit the Lessor to show the
       Demised Premises to prospective purchasers and will at all times within 
       the six (6) months immediately preceding the termination of the Lease 
       allow the Lessor to show the Demised Premises to prospective tenants and 
       to affix and exhibit where the Lessor shall think fit from time to time 
       the usual "For Sale" and the usual "To Let" notice, and in each case 
       with the name and address of the Lessor and/or its agents thereon and 
       the Lessee will not remove any such notice without the prior written 
       consent of the Lessor.

14.6   CONSENT OF LESSOR

       In any case where pursuant to this Lease or to any Rule or Regulation 
       made hereunder the doing or executing of any act matter or thing by the 
       Lessee is dependent upon the consent or approval of the Lessor such 
       consent or approval may be given or withheld by the Lessor in its 
       absolute uncontrolled discretion unless otherwise herein provided.

14.7   PARTNERSHIP NEGATIVED

       Nothing contained in the Lease shall be deemed or construed by the 
       parties hereto nor by any third party as creating the relationship of 
       a partnership or of principal and agent or of joint venture between the 
       parties hereto, it being understood and agreed that neither the method 
       of computation of rent, nor any acts of the parties hereto shall be 
       deemed to create any relationship between the parties hereto other than 
       the relationship of lessor and lessee upon the terms and conditions only 
       as provided in this Lease.

14.8 EXCLUSION OF IMPLIED TERMS

       (a)    The covenants, provisions, terms and agreements contained in the
              Lease expressly or by statutory implication cover and comprise the
              whole of the agreement between the parties and they expressly 
              agree


                                       23

              and declare that no further or other covenants, agreements,
              provisions or terms whether in respect of the Demised Premises or
              otherwise shall be deemed to be implied herein or to arise between
              the parties by way of collateral or other agreement by reason of 
              any promise, representation, warranty or undertaking given or 
              made by either party to the other on or prior to the execution of 
              this Lease and the existence of any such implication or collateral
              or other agreement is hereby negatived.

       (b)    Without prejudice to the foregoing, the Lessee acknowledges that 
              no warranty or representation has been given by or on behalf of 
              the Lessor in respect of the suitability of the Demised Premises 
              or the Building for any business to be carried on therein, or as 
              to the fixtures furnishings finish plant and machinery and 
              equipment of or in the Demised Premises or the Building or as to 
              other businesses to be carried on in the Building otherwise than 
              in this Lease expressly contained.

14.9   HOLDING OVER

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

14.10 POWER OF ATTORNEY

       The Lessee hereby irrevocably appoints the Lessor and the Lessor's 
       nominee or nominees and their substitute or substitutes jointly and 
       severally to be the true and lawful attorney or attorneys of the Lessee 
       to act at any time after the power to re-enter herein contained shall 
       have become exercisable or shall have been exercised (a sufficient proof 
       whereof shall be the statutory declaration of the Lessor or any officer 
       of the Lessor duly authorised by the Lessor in that behalf) to execute 
       and sign an assignment or a surrender of this Lease and to procure the 
       same to be registered and for this purpose to use the name of the Lessee 
       and generally to do, execute and perform any act, deed, matter or thing 
       relative to the premises as fully and effectually as the Lessee could do 
       in and about the premises and the Lessee hereby covenants to ratify and 
       confirm all and whatsoever the said attorney or attorneys shall lawfully 
       do or cause to be done in and about the said premises.

14.11 MORATORIUM

       No statute ordinance proclamation order regulation or moratorium present 
       or future shall apply to this Lease so as to abrogate extinguish impair
       diminish 


                                       24

       xxxxxx delay or otherwise prejudicially affect any rights powers
       remedies or discretions given or accruing to the Lessor.

14.12  ALTERATIONS TO BUILDING

       The Lessor shall have the right from time to time to improve extend add 
       to or reduce the Building or any Common Areas or in any manner whatsoever
       alter or deal with the Building or any Common Areas (in both cases
       excluding the Demised Premises) PROVIDED THAT in exercising such right 
       the Lessor will endeavor to cause as little inconvenience to the Lessee 
       as is practicable in the circumstances.


15.    OBLIGATION OF COVENANTOR
-------------------------------

15.1   In consideration of the Lessor entering into the Lease at the request of
       the Covenantor named in Item 6 in the Reference Schedule the Covenantor 
       and so as to bind his heirs executors administrators and assigns (or, in 
       the case of a corporation, its successors and assigns) HEREBY COVENANTS 
       AND AGREES with the Lessor, its successors and assigns that the 
       Covenantor will be jointly with the Lessee and severally liable to the 
       Lessor for the due and punctual payment of all rent and other moneys 
       reserved by and for the due and punctual performance and observance of 
       all of the terms covenants and conditions on the part of the Lessee 
       contained in this Lease and in any renewal thereof and also for the 
       payment to the Lessor of any moneys due to the Lessor by way of mesne 
       profits recoverable against the Lessee after termination of the Lease or 
       any renewal thereof and if there be more than one Covenantor named in 
       Item 6 in the Reference Schedule then this covenant shall bind them and 
       their respective executors administrators successors and assigns jointly 
       and each of them severally and it is hereby acknowledged that the 
       liability of any Covenantor hereunder shall not be affected by any 
       matter or thing whatever and in particular but without in any way 
       limiting the generality of the foregoing shall not be affected by:

       (a)    the death of the Lessee or of any Covenantor;

       (b)    the giving of time or the granting of other indulgence to the 
              Lessee or any Covenantor;

       (c)    any variation of this Lease;

       (d)    any agreement between the Lessor and the Lessee and/or any
              Covenantor whereby the Lessor gives time to the Lessee and/or
              Covenantor (as the case may be) or agrees not to sue the Lessee
              and/or Covenantor (as the case may be);

       (e)    any release of the Lessee or any Covenantor. If any payment made
              by the Lessee or any Covenantor shall subsequently be avoided 
              such payment shall not discharge the liability of the Covenantor 
              or



                                       25

       other Covenantors (as the case may be) in respect thereof and all 
       parties shall be restored to the position in which they respectively 
       would have been if such payment had not been made. Notwithstanding 
       anything express or implied to the contrary and notwithstanding previous 
       actual service on the Covenantor notice of any fact or thing served on 
       the Lessee shall be deemed to be service on the Covenantor for all 
       purposes.


16. BANK GUARANTEE
------------------

16.1   The Lessee shall deliver to the Lessor on or before execution of this 
       Lease a valid, enforceable and irrevocable bond in a form approved by 
       the Lessor in the Lessor's favour from a bank holding an Australian 
       Banking Licence carrying on business in Sydney to secure unconditional 
       payment by such Bank to the Lessor of the sum specified in Item 8(a) of 
       the Reference Schedule hereto ("the sum"). The sum secured by the bond 
       or any part thereof as determined from time to time by the Lessor but 
       not exceeding in aggregate the sum shall become payable upon failure by 
       the Lessee to duly and punctually pay rent and other moneys reserved by 
       this Lease forthwith upon demand in writing from the Lessor without 
       reference by the Bank to the Lessee and notwithstanding notice from the 
       Lessee to the Bank not to pay the Lessor any moneys. Notwithstanding 
       anything express or implied to the contrary, acceptance of the bond or 
       payment thereunder shall not thereby affect or limit the rights of the 
       Lessor hereunder of operate as a waiver of the Lessee's failure breach 
       non-performance or non-observance. Any part of the bond money so paid 
       and determined by the Lessor to be in excess of the Lessor's loss, 
       damages and expenses by reason of the Lessee's aforesaid failure, 
       breach, non-performance or non-observance shall be accounted for to the 
       Lessee. If upon the Lessee vacating the Demised Premises the bond has 
       not become payable hereunder then it shall be released to the Bank 
       provided always that the Lessee has duly and punctually paid all rent and
       other moneys reserved by and duly and punctually performed and observed 
       all of the terms covenants and conditions on the part of the Lessee 
       contained in this Lease or any renewal hereof.

16.2   On each occasion on which the rental payable under this Lease is 
       increased, the Lessee shall deliver to the Lessor within fourteen (14) 
       days of the final determination of such increased rental, a valid, 
       enforceable and irrevocable bond in the same form and with the same Bank 
       (or such other bank as the Lessor may reasonably approve) as the bond 
       previously delivered, to secure unconditional payment by such bank to the
       Lessor of the sum equal to the number of months rent and outgoings 
       specified in Item 8(b) of the Reference Schedule at the revised rental.

16.3   In the event that the Lessor requires the Lessee's bank to make payment 
       to the Lessor pursuant to the bond and permits the Lessee to remain in
       possession of the Demised Premises pursuant to the terms of this Lease 
       then the Lessee shall, within fourteen (14) days of notification by the 
       Lessor to the Lessee that such payment by the Bank has been made, 
       deliver to the Lessor a further bond in the same form as that previously 
       delivered, to secure Demised Premises pursuant to the terms of this Lease
       then the Lessee shall, within fourteen (14) 


                                       26

       days of notification by the Lessor to the Lessee that such payment by 
       the Bank has been made, deliver to the Lessor a further bond in the same 
       form as that previously delivered, to secure unconditional payment by the
       issuing Bank of the difference between a sum equal to the number of 
       months rent and outgoings specified in Item 8(b) of the Reference 
       Schedule at the then current rental and the balance remaining payable 
       pursuant to the existing bond so the Lessor holds bonds securing 
       unconditional payment by the issuing Bank of an aggregate sum equal to 
       the number of months rent and outgoings specified in Item 8(b) of the 
       Reference Schedule at the then current rent.

16.4   Upon delivery to the Lessor of any such bond pursuant to the provisions 
       of Clause 16.2 or 16.3, the provisions of Clause 16.1 shall apply to such
       bond.

16.5   If during the term of this Lease the Lessor shall transfer its ownership 
       in the Building and shall provide a notice to the Lessee requiring the
       amendment to the bank bond to reflect the new Lessor THEN the Lessee 
       shall take all acts necessary to effect the same within fourteen (14) 
       days of the Lessor serving such notice.


17.    OPTION FOR RENEWAL
-------------------------

17.1   If the Lessee desires to have a further lease of the Demised Premises for
       the further term or term of years (if any) set out in Item 9 in the
       Reference Schedule and shall give to the Lessor not less than three (3)
       months nor more than nine (9) months previous notice in writing thereof
       (time in both cases being of the essence) and shall neither at the date 
       of such exercise of option nor at the date of expiry of the immediately
       preceding term be in default in material respect of the performance of 
       the terms covenants and conditions by and on the part of the Lessee 
       herein contained the Lessor shall grant to the Lessee a Lease of the 
       premises for such further term of years commencing on the day following 
       the date of expiry of the immediately preceding term and otherwise 
       subject to such terms, covenants and conditions as this Lease provided 
       that:-

       (a)    in the case of the last of the said further terms, this Clause 
              shall be excluded,

       (b)    the annual rent for the first year of the further term shall be 
              the annual rent payable immediately prior to the date of 
              commencement of the further term, and

       (c)    Item 2 of the Reference Schedule shall be amended and the 
              following dates inserted: 1 September 2004 and 1 September 2006.



                                       27

                                 FIRST APPENDIX

1.     RENT

The Lessee will during the term of this Lease pay to the Lessor without 
demand from the Lessor and without any deduction whatsoever the annual rent 
set out in Item 1 in the Reference Schedule such rent to be paid in advance 
by regular and consecutive monthly payments each equal to one-twelfth 
(1/12th) of the annual rent on the first day of each month in each year 
during the term (except the first and last payments which will be 
proportionate) the first being payable on the date of commencement of the 
term.

2.     RENT REVIEW

(a)    In this Clause 2 the expression "review date" means the date set out in
       Item 2 of the Reference Schedule:

       (i)    the date of expiry of each period of years set out in Item 2 in 
              the Reference Schedule during the term hereof and any further 
              term in both cases computed from the date of commencement of the 
              relevant term; or

       (ii)   the date of holding over, where the Lessee holds over under Clause
              14.9.

(b)    No earlier than ninety (90) days before each review date and at any time
       thereafter the Lessor shall have the option by notice given in writing to
       the Lessee to increase the Annual Rent to an amount which would at the
       relevant review date be the current market rent of the Premises with the
       exception of any improvements effected by the Lessee in the Premises
       (having regard to all matters then relevant to the determination of such
       rent) and reference shall be had to the aggregate of all premises leased 
       by the Lessee in the Building at each such review date and the amount so
       determined shall subject as hereinafter appearing be the annual Rent
       payable by the Lessee as from the review date.

(c)    The Lessee within a period of twenty-one (21) days after service of any
       such notice may by notice in writing to the Lessor dispute that the 
       amount set out in the notice referred to in sub-clause (b) of this 
       Clause 2 is the current market rent of the demised premises.

(d)    In the event of any dispute between the Lessor and the lessee as to the
       current market rent, then both the Lessor and the Lessee, at their own
       cost, each shall appoint a valuer who shall determine the current market
       rent. Upon such determination being made each valuer shall advise the 
       party who appointed him of his determination of the current market rent. 
       Both the Lessor and the Lessee shall have the right to reject the 
       determination of the current market rent of the valuer appointed by it. 
       Each of the valuers shall have practiced in the field of valuation of 
       rentals for similar premises for not less than 2 years prior to their 
       appointed and shall be either Fellows or Associates of the Institute (or 
       should such Institute have ceased to exist, of such body or 



                                       28

       association as then has substantially the same objects as such 
       Institute). The valuers so appointed may be employees of either the 
       Lessor of the Lessee.

       The factors to be considered by all valuers assessing the current market
       rent of the Premises at the relevant review date are:-

        (i)   any valuer shall be acting as an expert not as an arbitrator;

       (ii)   there shall be excluded from such assessment any goodwill
              attributable to the Lessee's business and the value of the 
              Lessee's fixtures and fittings in the Premises and also any 
              deleterious condition of the Premises if such condition results 
              from any breach of any terms of this Lease by the Lessee;

      (iii)   regard shall be had to the terms and conditions of this Lease in
              particular to any liability on the part of the Lessee to pay a
              contribution to the outgoings of the Building;

       (iv)   regard shall be had to the annual market rental value of 
              comparable premises based on a lease between a willing Lessor and 
              a willing Lessee; and

        (v)   regard shall be had to improvements or refurbishment of the 
              Premises effected at the instance and expense of the Lessor.

(e)    If either the Lessor of the Lessee rejects the determination of the 
       current market rent of the valuer appointed by it or if the two valuers 
       cannot agree as to the current market rent, in both cases within thirty 
       (30) days after the lessor has by notice in writing to the Lessee 
       advised the Lessee of the name of the valuer appointed by the Lessor, a 
       third valuer shall be appointed by the two valuers to determine the 
       current market rent. the determination of the current market rent by the 
       third valuer shall be binding upon both the Lessor and the Lessee. The 
       third valuer shall be either a Fellow or an Associate of the Institute 
       and shall practice in the State of New South Wales and if possible have 
       at lease five years experience in the determination of market rents for 
       properties of similar type and location as the Building

(f)    Should the Lessee fail to appoint a valuer as aforesaid within twenty-one
       (21) days after the Lessor has by notice in writing to the Lessee advised
       the Lessee of the name of the valuer appointed by the Lessor, the current
       market rent shall be determined by the Lessor's valuer alone.

(g)    If the two valuers appointed as aforesaid do not within fourteen (14) 
       days of their being called upon by either party to do so, appoint a 
       third valuer as required under sub-clause (e) of this Clause 2, the 
       Lessor may request the President or other the principal officer for the 
       time being of the Institute (or such other body or association as 
       aforesaid) to appoint such third valuer similarly qualified to determine 
       the current market rent.



                                       29

(h)    Should the third valuer (whether appointed under sub-clause (e) of this
       Clause 2) fail to determine the said current market rent within thirty 
       (30) days of his appointment, the Lessor may request the President or 
       other principal officer as aforesaid to appoint another valuer similarly
       qualified in lieu of the third valuer previously appointed.

(i)    Should the amount of the reviewed Annual Rent as aforesaid not be
       ascertained before the review date the Lessee shall pending ascertainment
       thereof continue to pay the Annual Rent at the rate then applicable but
       subject to the review thereof together with seventy five percent (75%) of
       the amount by which the Lessor's nomination of the current market rent
       specified in the notice given under sub-clause (b) hereof exceeds the
       annual rental applicable at the review date and upon the reviewed Annual
       Rent being ascertained any necessary adjustment of rent calculated from 
       the review date shall be paid forthwith by the Lessee to the Lessor, or 
       by the Lessor to the Lessee, as the case may be. The Lessee shall in 
       addition pay interest on the amount (if any) by which the reviewed Annual
       Rent exceeds the Annual Rent applicable at the review date ("the excess 
       amount") for the period from the review date to the date of payment of 
       the excess amount ("the relevant period"), such of the relevant period 
       at the current Westpac Banking Corporation Indicator Lending Rate.

(j)    Notwithstanding the foregoing no determination of the annual rent as
       aforesaid shall operate to reduce the annual rent payable by the Lessee
       below that payable immediately prior to such determination.

(k)    All costs incurred in the engagement and use of any valuer other than the
       valuers respectively engaged by the lessor and the Lessee pursuant to 
       sub-clause (d) hereof, shall be borne in equal shares by the Lessor and 
       the Lessee.

(l)    Any valuers appointed in accordance with the foregoing provisions shall 
       act in all respects in the capacity of experts and not as arbitrators. 
       The decision of the third valuer appointed pursuant to subclause (e) or 
       sub-clause (g) of this Clause 2 shall be final and binding in all 
       respects.

(m)    Time in sub-clause (c), (e), (f), (g) and (h) shall be of the essence in
       all respects.


3.     OUTGOINGS

LESSEE'S PROPORTIONS

(a)    The Lessee will during the term of this Lease pay on demand to the Lessor
       in Sydney and without any deduction whatsoever the proportion set out in
       Item 3 in the Reference Schedule (hereinafter called "the Lessee's
       proportion") of all the rates and taxes and other outgoings of the 
       Building in the manner hereinafter set out PROVIDED THAT should the 
       Lessor during the term of this Lease or during the period of any holding 
       over thereunder complete the erection upon the Land of a building or 
       buildings in addition to those erected 



                                       30

       thereon or shall extend the existing buildings, the Lessor shall be 
       entitled to recalculate the said proportion on the same basis on which 
       the original proportion was calculated but taking into account the 
       increased lettable area.

RATES AND TAXES

(b)    For the purpose of this Clause:

       (i)    "rates and taxes" shall mean and include all rates, taxes 
              (exclusive of any income tax payable by the Lessor in respect of 
              the Lessor's income), charges, assessments, duties and fees of 
              any public, municipal, government or semi-government body, 
              authority or department levied, assessed or charged in respect 
              of the Building and/or the Land (irrespective of the ownership 
              thereof);

       (ii)   all rates and taxes irrespective of the period for which they are
              levied, assessed or charged shall be deemed to accrue from day to
              day and shall be apportioned in respect of time accordingly;

OTHER OUTGOINGS OF THE BUILDING

(c) For the purposes of this Clause:

       (i)    "other outgoings of the Building" means all costs, charges,
              expenses, fees and other outgoings paid or payable by the Lessor 
              in managing, supervising, maintaining and keeping secure the 
              Building and the curtilages thereof provided that notwithstanding 
              any other provision herein the Lessee shall not be obliged to 
              contribute to items of a capital or structural nature or 
              commission on the leasing of premises and in particular, but 
              without limiting the generality of the foregoing, includes:-

              (aa)   all premiums payable by the Lessor in respect of insurances
                     relating to the Building and fixtures, fittings and
                     appliances therein including, but without limiting the
                     generality of the foregoing, public risk insurance, workers
                     compensation insurance and loss of rent insurance;

              (bb)   the cost of all services supplied to the Building 
                     including, but without limiting the generality of the 
                     foregoing, all charges for electricity, gas, water, oil, 
                     telephone, sewerage and garbage services, save and except 
                     where such costs is the responsibility of a particular 
                     occupier of the Building;

              (cc)   the cost of all services provided by the Lessor for 
                     occupants of the Building and visitors to the Building, 
                     including but without limiting the generality of the 
                     foregoing, the cost of operating, maintaining and repairing
                     the air conditioning plant, lifts and escalators and other 
                     services in the Building and Common Areas and except where 
                     the Lessee is liable to pay a cleaning charge 



                                       31

                     pursuant to Clause 8.1 of this Lease the costs of cleaning 
                     of the Common Areas;

              (dd)   all costs for or in connection with maintenance, renovation
                     and upkeep of the Building including the painting and 
                     repair of the Common areas but excluding the cost of any 
                     structural work and the cost of any work payment for which 
                     is the responsibility of a particular occupier of the 
                     Building; and

              (ee)   all costs in connection with the management, control and
                     security of the Building including, but without limiting 
                     the generality of the foregoing, salaries, wages, 
                     superannuation and payroll tax.

       (ii)   "year" shall be deemed to mean and relate to any year or part of a
              year ending on the date set out in Item 7 in the Reference 
              Schedule or on such other date as the Lessor shall notify the 
              Lessee in writing or at the expiration or sooner determination of 
              this Lease (as the case may require) and in respect of all periods
              of less than one (1) year all items of an annual or other periodic
              nature comprising other outgoings of the Building shall be 
              apportioned in respect of time as necessary;

STATEMENT FROM LESSOR

(d)    As soon as practicable after the date set out in Item 7 or in the 
       Reference Schedule or such other date as aforesaid in each year the 
       Lessor will furnish to the Lessee a statement giving reasonable details 
       of other outgoings of the Building and indicating the amount of the 
       Lessee's proportion thereof. Except in the case of manifest error 
       notified by either party to the other within thirty (30) days of the 
       service of such statement on the Lessee such statement shall be 
       conclusive evidence as to the matters stated therein. Within thirty (30) 
       days after service of such statement on the Lessee, the Lessee will pay 
       to the Lessor the Lessee's proportion.

ESTIMATES BY XXXXXX

(e)    Notwithstanding the provisions of the foregoing sub-clauses the Lessor 
       may:

       (i)    where any rate or tax assessment has not issued for the rating or
              taxing period current at the date of expiration or sooner
              determination of this Lease notify the Lessee of the Lessor's
              reasonable estimate of the Lessee's proportion of such rate or tax
              for the period from the date of commencement of the rating or 
              taxing period to the said date of expiration or sooner 
              determination of the Lease whereupon the Lessee will forthwith pay
              to the Lessor such estimated proportion provided always that upon 
              the issue of the relevant assessment any necessary adjustment 
              between the estimated and actual proportion of the Lessee shall 
              be made and any refund to or further payment by the Lessee shall 
              be allowed or made by or to the Lessor accordingly;



                                       32

       (ii)   from time to time notify the Lessee of the Lessor's reasonable
              estimate of the Lessee's proportion of the other outgoings of the
              Building and for any period not exceeding one (1) year in advance 
              of the estimate whereupon the Lessee will pay to the Lessor 
              during such period such estimated proportion by equal monthly 
              instalments in advance on the days fixed for payment or rent 
              under this Lease provided always that upon computation of such 
              other outgoings of the Building at the end of the then current 
              year as aforesaid any necessary adjustment between the estimated 
              and actual proportion of the Lessee shall be made and any refund 
              to or further payment by the Lessee shall be allowed or made by 
              or to the Lessor accordingly.


4.     CLEANING CHARGE

       (a)    The Lessee will (subject as hereinafter provided) during the term
              pay to the Lessor in Sydney without demand from the Lessor and
              without any deduction whatsoever the basic cleaning charge (if
              applicable) set out in Item 5 in the Reference Schedule which 
              charge relates to the cost of the cleaning of the Premises and 
              the Lessee's proportion of the costs of the cleaning of Common 
              Areas, such cleaning charge to be paid by equal monthly 
              instalments in advance on the days fixed for the payment of rent 
              under this Lease.

       (b)    The Lessor shall from time to time be entitled to increase the 
              basic cleaning charge only if there be an increase in the costs 
              to the Lessor of cleaning the Demised Premises and the Common 
              Areas. The Lessor must decrease the basic cleaning charge if 
              there is a decrease in the cost to the Lessor of cleaning the 
              Demised Premises and the Common Areas by that amount which is 
              fair and reasonable in the circumstances.

       (c)    The Lessor shall notify the Lessee in writing of the amount of any
              increase or decrease in the basic cleaning charge and the date 
              from which such increase shall be operative and the first payment 
              by the Lessee to the Lessor upon such notice being given shall be 
              made at the date next following the service of such notice on 
              which the next monthly instalment of rent is due under this Lease.



                                       33

                                SECOND APPENDIX


RULES AND REGULATIONS OF THE BUILDING

1.   The Lessee shall not in any way obstruct or permit the obstruction of the
     pavement entry arcade vestibules corridors passages halls elevators
     stairways fire doors and escape doors relating to the Building or use them
     or any of them for any other purpose than for ingress and egress.

2.   The Lessee shall not cover or obstruct the floors skylights glazed panels
     ventilators and windows that reflect or admit light or air into passageways
     or into any part of the Building.

3.   The Lessee shall not inscribe paint display of affix any sign advertisement
     name flagpole flag or notice on any part of the outside or inside of the
     Building except with the consent in writing of the Lessor and then only of
     such colour size and style and in such place or places as shall be first
     approved by the Lessor. The costs of affixing the Lessee's name and
     description on directory boards in main foyer and on the Lessee's floor
     shall be paid for by the Lessee.

4.   No window blinds window screens or awnings shall be erected without the
     approval of the Lessor.

5.   Except with the consent in writing of the Lessor no musical instruments
     shall be played in or about the Building, but this Rule shall not prohibit
     the Lessee from playing background recorded music provided that the volume
     is kept at a level which does not cause a nuisance or annoyance to other
     Lessees or users of the Building.

6.   The Lessee shall not throw anything out of the windows or doors or down the
     elevator shafts passages or skylights or into any light areas of the
     Building or deposit waste paper or rubbish anywhere except in proper
     receptacles or place upon any sill ledge or other like part of the Demised
     Premises or Common Areas any article or substance.

7.   The Lessee shall not use any method of lighting cooling or heating other
     than as prescribed and fixed by the Lessor and under special agreement made
     with the Lessor for the purpose and shall not cook within the Demised
     Premises except within a designated kitchen area.

8.   The Lessee will use or permit to be used for the receipt delivery of other
     movement of any goods wares or merchandise or articles of bulk or quantity
     only such parts of the Demised Premises and the Common Area and at such
     times as the Lessor may from time to time permit and the Lessee will
     generally comply with all reasonable requirements of the Lessor in regard
     to such matter.

9.   The Lessee shall not leave any doors or windows unlocked or unfastened when
     the Demised Premises are left unoccupied and the Lessor reserved the right



                                       34

     for the Lessors caretaker or other duly authorised person to enter the
     Demised Premises and fasten the same if left insecurely fastened.

10.  The Lessor will at the expense of the Lessee provide keys for locks on
     doors or other openings of the Demised Premises and security cards or keys
     and the Lessee will return to the Lessor on the determination of the Lease
     all such keys and security cards or keys whether the same have been
     supplied by the Lessor or otherwise acquired by the Lessee and shall not
     permit the same at any time to come into the possession of any person other
     than the Lessee. The Lessee shall not alter the combination of any locks of
     the Demised Premises.

11.  The Lessee shall not use or permit to be used the Common Areas or any
     parking area or any part thereof for any business or commercial purpose for
     the display or advertisement of any goods or services nor generally for any
     purposes other than a purpose for which the same was intended or provided.

12.  No nails, screws or hooks shall be driven into any parts of the Building or
     the partitions therein without the Lessor's prior written consent nor shall
     any explosive power driven method of fixing articles to ceilings, walls or
     floors be used.

13.  The Lessor shall be entitled to close the front doors of and any other
     entrances to the Building and keep the same closed and locked after the
     hour of 6.00 p.m. on weekdays and before the hour of 8.00 a.m. on weekdays
     except on Saturdays, Sundays and public holidays when the Lessor may keep
     such doors and entrances closed all day provided that the Lessor upon
     request by the Lessee shall make arrangements for the Lessee to have access
     to the Building at any time outside these hours. If such access is provided
     the Lessee shall adhere to all reasonable security precautions set down by
     the Lessor from time to time.

14.  The Lessor shall provide air-conditioning pursuant to its obligations under
     the Lease between the hours of 8.00 a.m. and 6.00 p.m. Should the Lessee
     request the provision of air-conditioning outside those hours the Lessor
     may at its discretion supply the same and all reasonable costs and expenses
     incurred in supplying the same shall be met by the Lessee.



                                       35

                               REFERENCE SCHEDULE

ITEM 1    ANNUAL RENT

          $222,066.00 per annum.


ITEM 2    RENT REVIEW DATES

          1 September 2000
          1 September 2002


ITEM 3    LESSEE'S PROPORTION OF OUTGOINGS

          15.7%


ITEM 4    PERMITTED USE OF PREMISES

          Commercial office accommodation, training and meeting facilities and
          product showroom.


ITEM 5    CLEANING

          (a)    The Lessor will provide cleaning.

          (b)    Basic cleaning charge at commencement of term: $11,428.00.


ITEM 6    COVENANTOR

          Nil whilstever the lessee is Mannatech Australia Pty Limited.


ITEM 7    DATE OF EXPIRY OF OUTGOINGS YEAR

          31 December.


ITEM 8    BANK GUARANTEE

          (a)    Initial Sum:  $141,020.00.

          (b)    Number of Months Rent: 6 months.

ITEM 9    OPTION FOR RENEWAL

          Five years.