<DOCUMENT>
<TYPE>EX-4.35
<SEQUENCE>9
<FILENAME>a2096282zex-4_35.txt
<DESCRIPTION>EXHIBIT 4.35
<TEXT>
<Page>

                                                                    EXHIBIT 4.35

                                                                          Page 1

VOLVO FINANCE


MASTER FINANCE LEASE


Contract No.

THIS AGREEMENT is made on 1 November 2000.

BETWEEN:       VOLVO TRUCK FINANCE AUSTRALIA PTY LIMITED
               ABN 83 071 774 233 ("Volvo Finance"), 350 Eastern Valley Way,
               Chatswood, NSW, 2067
               Telephone: (02) 9903 9200
               Facsimile: (02) 417 7177

AND:

Name of Lessee: Dome Resources N.L. ACN 086 277 616
Address: Level 4, South Shore Centre, 83 South Perth Esplanade, South Perth
WA 6151
Telephone: 08 9474 3433
Facsimile: 08 9474 3953


AGREEMENT


                          STANDARD TERMS AND CONDITIONS

1.   INTERPRETATION

1.1       The following words have these meanings in this Agreement unless the
          contrary intention appears:

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                                                                          Page 2

          "AUTHORISED REPRESENTATIVE" MEANS:

          (a)  in relation to Volvo Finance:

               (i)     an employee of Volvo Finance whose title contains the
                       word "manager" or a cognate term;

               (ii)    a person performing the functions of any of them; and

               (iii)   a lawyer for Volvo Finance; and

          (b)  in relation to any other party to this Agreement or a Lease
               Agreement:

               (i)     if that party is a corporation, a director or secretary
                       of that party, a specimen of whose signature has been
                       completed on the execution pages of this Agreement; and

               (ii)    a person appointed by that party with the right to act as
                       the agent of that party for the purpose of this Agreement
                       or that Lease Agreement whose appointment and rights are
                       notified in writing by the appointor to Volvo Finance and
                       a specimen of whose signature is held by Volvo Finance.

          "BUSINESS DAY" means a day which is not a Saturday, Sunday or public
          or bank holiday in Sydney and Perth.

          "CASUALTY OCCURRENCE" MEANS:

          (a)  The permanent loss of the normal use of the Equipment due to
               damage or theft; or

          (b)  its compulsory acquisition which results in the loss of
               possession of it by the Lessee; or

          (c)  anything which in the insurer's reasonable opinion renders its
               repair impractical or uneconomic.

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                                                                          Page 3

          "COMMENCEMENT DATE" means the date on which the Lessee executes the
          Offer.

          "CONTROL" of a corporation includes the power (whether it is legally
          enforceable or not) to control, whether directly or indirectly, the
          composition of the board of directors of that corporation, the voting
          rights of the majority of the voting shares of the corporation or the
          management of the affairs of the corporation.

          "DISCOUNT RATE" means, at any time for the Equipment, the interest
          rate which causes the present value of:

          (a)  each Lease Installment which has not fallen due for payment at
               that time; and

          (b)  the Residual Value,

          to equal that part of the purchase price paid or payable for the
          Equipment by Volvo Finance which Volvo Finance determines has not been
          recouped by it at that time from Lease Installments.

          "ENCUMBRANCE" in relation to any property means:

          (a)  any interest in or right over the property; and

          (b)  anything which prevents, restricts or delays the registration of
               any interest in or dealing with the property,

          and includes a Security Interest.

          "EQUIPMENT" means the item of equipment described in item 3 of the
          Schedule.

          "EVENT OF DEFAULT" means any event described in clause 12.1.

          "FIRST LEASE INSTALLMENT" means the amount specified in item 5(1) of
          the Schedule.

          "HOLDING COMPANY" has the same meaning as in section 9 of the
          Corporations Law.

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                                                                          Page 4

          "LEASE AGREEMENT" in relation to the lease of an item of Equipment
          means the agreement for the lease of that item on the terms and
          conditions contained in this Agreement and the Offer to lease that
          item.

          "LEASE INSTALLMENTS" means the installments specified in item 5 of the
          Schedule.

          "LESSEE" means the person named in item 1 of the Schedule.

          "MATERIAL ADVERSE EFFECT" means a material adverse effect upon either:

          (a)  the ability of the Lessee to comply with its obligations under
               this Agreement or a Lease Agreement; or

          (b)  the effectiveness, priority or enforceability of this Agreement
               or a Lease Agreement.

          "OFFER" means the Lessee's offer to Volvo Finance to lease an item of
          Equipment on the terms and conditions contained in its document
          entitled "Offer-Master Finance Lease" (in the form of schedule 1) and
          this Agreement.

          "POTENTIAL EVENT OF DEFAULT" means any thing which, with the giving of
          notice, lapse of time or determination of materiality, will constitute
          an Event of Default.

          "RELEVANT JURISDICTION" means the state or territory named in item 2
          of the Schedule.

          "RESIDUAL VALUE" for an item of Equipment means the amount specified
          as the residual value for that item in item 3 of the Schedule.

          "SALES TAX ASSESSMENTS ACTS" means any statute, ordinance, code or
          other law in force for the time being relating to the imposition,
          assessment or collection of tax on the Equipment.

          "SCHEDULE" means the schedule to the Offer.

          "SECURITY INTEREST" means any interest in or right over property,
          including, without limitation:

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                                                                          Page 5

          (a)  any retention of title to any property; and

          (b)  any right to set off or withhold payment of any deposit or other
               moneys,

          which secures the payment of a debt or other monetary obligation or
          the compliance with any other obligation.

          "SUBSIDIARY" means in respect of a corporation any corporation taken
          to be a subsidiary of the first mentioned corporation by section 46 of
          the Corporations Law.

          "TAX" means a tax, rate, levy, impost and duty (other than a tax on
          the net overall income of Volvo Finance) and any interest, penalty,
          fine or expense relating to any of them.

          "TERM" means the period commencing on the Commencement Date and
          terminating on the Termination Date.

          "TERMINATION DATE" means the first to occur of the date on which the
          last Lease Installment is payable under a Lease Agreement, such other
          date as is agreed between Volvo Finance and the Lessee for that Lease
          Agreement and the date when the Lease Agreement is terminated.

          "TERMINATION VALUE" means, at any time for the Equipment, the sum of:

          (a)  the Residual Value for that Equipment; and

          (b)  the amount calculated for the Equipment by Volvo Finance which,
               at that time, equals the sum of that part of each Lease
               Installment which Volvo Finance determines relates to the
               Equipment and which has not fallen due for payment at that time,

          discounted to a present value at that time by applying the Discount
          Rate for the Equipment.

          "TOTAL LEASE INSTALLMENTS" means the total of the Lease installments
          specified in item 5 of the Schedule,

          "VARIATION" has the meaning given to it in clause 16.5(b).

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                                                                          Page 6

          "VOLVO FINANCE" means Volvo Truck Finance Australia Pty Limited (ACN
          071 774 233).

1.2       CONSTRUCTION

          Unless expressed to the contrary:

          (a)  words importing:

               (i)     the singular include the plural and vice versa; and

               (ii)    any gender includes the other genders;

          (b)  if a word or phrase is defined cognate words and phrases have
               corresponding definitions;

          (c)  a reference to:

               (i)     a person includes a firm, unincorporated association,
                       corporation and a government or statutory body or
                       authority;

               (ii)    a person includes its legal personal representatives,
                       successors, assigns, substitutes, including, without
                       limitation, persons substituted by novation and any other
                       party to whom it provides security;

               (iii)   a statute, ordinance, code or other law includes
                       regulations and other statutory instruments under it and
                       consolidations, amendments, re-enactments or replacements
                       of any of them;

               (iv)    a right includes a benefit, remedy, discretion and power;

               (v)     an obligation includes any warranty or representation and
                       a reference to a failure to comply with an obligation
                       includes a breach of warranty or representation;

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                                                                          Page 7

               (vi)    this or any other agreement includes this Agreement or a
                       Lease Agreement as varied or replaced and notwithstanding
                       any change in the identity of the parties;

               (vii)   provisions or terms of this Agreement or a Lease
                       Agreement or another document, agreement, understanding
                       or arrangement includes a reference to both express and
                       implied provisions and terms;

               (viii)  time is to local time in Sydney;

               (ix)    "$" or "dollars" is a reference to the lawful currency of
                       Australia;

               (x)     writing includes any mode of representing or reproducing
                       words in tangible and permanently visible form, and
                       includes facsimile transmissions;

               (xi)    any thing (including, without limitation, any amount) is
                       a reference to the whole or any part of it and a
                       reference to a group of things or persons is a reference
                       to any one or more of them;

               (xii)   the "Equipment" includes any accessories, tyres,
                       replacement parts, tools, items, things or other
                       accessories which now or after the date of a Lease
                       Agreement are supplied with or attached to the Equipment
                       or any substitute Equipment; and

               (xiii)  a month means a calendar month;

          (d)  a reference to this Agreement or a Lease Agreement includes all
               schedules, annexures and appendices referred to in it;

          (e)  a reference in this Agreement or a Lease Agreement to Volvo
               Finance's consent or approval means Volvo Finance's prior consent
               or approval signed by its Authorised Representative.

1.3       HEADINGS

          Headings do not affect the interpretation of this Agreement or a Lease
          Agreement.

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                                                                          Page 8

2.   FINANCE LEASE

2.1       To lease an item of Equipment under this Agreement the Lessee must
          deliver to Volvo Finance an Offer signed by the Lessee. An Offer when
          delivered is an irrevocable offer to lease the Equipment on the terms
          and conditions of the Offer and this Agreement. Volvo Finance may
          accept or decline an Offer at its absolute discretion and may make any
          acceptance dependent on the Lessee satisfying stated conditions. Volvo
          Finance accepts an Offer if it signs the Offer. That acceptance is
          effective without a notice to the Lessee.

          By its acceptance of the Offer, Volvo Finance agrees to lease the
          Equipment to the Lessee and the Lessee agrees to take the Equipment on
          lease from Volvo Finance in accordance with its Lease Agreement.

2.2       Neither this Agreement nor a Lease Agreement binds Volvo Finance until
          it has been executed by Volvo Finance. This clause is not affected or
          prejudiced by reason of any prepayment of money by the Lessee or the
          delivery by Volvo Finance of the Equipment to the Lessee. If Volvo
          Finance delivers the Equipment to the Lessee before it has executed
          its Lease Agreement the Lessee must, from the Commencement Date,
          except as to the payment of Lease installments, perform and observe
          its obligations under that Lease Agreement.

2.3       Volvo Finance may at any time assign or otherwise dispose of or deal
          with its rights under this Agreement or a Lease Agreement but, if it
          does any of those things, it must do so subject to the Lessee's rights
          under this Agreement or that Lease Agreement. The Lessee may not,
          without the consent of Volvo Finance, create or allow to exist a
          Security Interest over or an interest in this Agreement or a Lease
          Agreement or assign or otherwise dispose of or deal with its rights
          under this Agreement or a Lease Agreement.

2.4       The Lessee acknowledges that Volvo Finance may enter into this
          Agreement or a Lease Agreement as a principal or an agent.

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                                                                          Page 9

3.   LEASE INSTALLMENTS

3.1       If Volvo Finance delivers the Equipment to the Lessee before Volvo
          Finance has executed its Lease Agreement, the Lessee agrees to pay
          Volvo Finance a daily rent equal to one thirtieth of the First Lease
          Installment commencing on the date of that delivery and concluding on
          the day immediately prior to the day on which Volvo Finance executes
          that Lease Agreement. Volvo Finance will, if it executes the Lease
          Agreement, apply the interim rent in reduction of the Total Lease
          installments payable under that Lease Agreement.

3.2       Subject as provided in the Lease Agreement the Lessee must pay to
          Volvo Finance the Lease installments at the time and in the manner
          specified in item 5 of the Schedule.

3.3       The Lessee's obligation to pay an amount due under a Lease Agreement
          is absolute and unconditional. The Lessee may not for any reason
          withhold, or make a deduction from, the whole or any part of any Lease
          Installment or other money payable under a Lease Agreement including,
          without limitation, because:

          (a)  the Equipment is defective, damaged, does not operate or is not
               in the Lessee's possession; or

          (b)  the Lessee claims to have a set-off, counter-claim, defence or
               other right against Volvo Finance or anyone else.

3.4       The Lessee must make payments to Volvo Finance under each Lease
          Agreement:

          (a)  at a place and in a manner reasonably required by Volvo Finance;

          (b)  in immediately available funds by 11.00 a.m. local time in the
               place where payment is to be made.

3.5       If the Lessee is required by law to deduct or withhold Taxes from any
          payment it shall:

          (a)  make the required deductions and withholdings:

          (b)  pay in accordance with the relevant law the full amount deducted
               or withheld;

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                                                                         Page 10

          (c)  deliver to Volvo Finance the receipt for each payment; and

          (d)  increase the amount of the payment to Volvo Finance to an amount
               which will result in the receipt by Volvo Finance of the full
               amount which would have been payable to Volvo Finance if no
               deduction or withholding had been required.

3.6       The Lessee must, if required by Volvo Finance, sign an order upon the
          Lessee's bankers directing the payment of all money payable under a
          Lease Agreement from time to time by debiting the Lessee's bank
          account and crediting Volvo Finance's account at the bank nominated by
          Volvo Finance.

3.7       The Lessee agrees to pay interest to Volvo Finance on any amount
          payable by the Lessee under a Lease Agreement from when it becomes due
          for payment, during the period that it remains unpaid, on demand, or
          at times determined by Volvo Finance, calculated on daily balances.
          The rate to be applied to each daily balance is the rate being 2%
          above the interest rate which is implicit in that Lease Agreement
          (expressed as a percentage rate per annum).

3.8       Interest which is not paid when due for payment may be capitalised by
          Volvo Finance at intervals which Volvo Finance determines from time to
          time or, if no determination is made, then on the first day of each
          month. Interest is payable on capitalised interest at the rate and in
          the manner referred to in clause 3.7.

3.9       The Lessee's obligation to pay the outstanding amount on the date it
          becomes due for payment is not affected by clauses 3.7 and 3.8.

3.10      If a liability under a Lease Agreement becomes merged in a judgment or
          order, then the Lessee agrees to pay interest to Volvo Finance on the
          amount of that liability as an independent obligation. This interest
          accrues from the date the liability becomes due for payment both
          before and after the judgment or order until it is paid, at a rate
          that is the higher of the rate payable under the judgment or order and
          the rate referred to in clause 3.7.

4.   DELIVERY

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                                                                         Page 11

4.1       The Lessee must obtain delivery of the Equipment and if requested by
          Volvo Finance, give to Volvo Finance an acknowledgment of delivery of
          the Equipment.

4.2       Volvo Finance is not liable:

          (a)  for the Lessee's failure or delay in obtaining, delivering or
               installing the Equipment or putting it in good working order; or

          (b)  if the wrong Equipment is delivered,

          unless the matter is caused by Volvo Finance's wilful and unreasonable
          refusal to pay the supplier for the Equipment or permit the Equipment
          to be delivered.

5.   WARRANTIES NOT TO APPLY

5.1       The Lessee agrees that:

                       (a)  in deciding to enter into this Agreement and each
                            Lease Agreement the Lessee has not relied in any way
                            on Volvo Finance's skill or judgment;

                       (b)  the Lessee has thoroughly examined the Equipment
                            before signing its Lease Agreement and is alone
                            responsible for satisfying itself at that
                            examination about the Equipment including, without
                            limitation, the condition, quality, suitability,
                            safety and fitness of the Equipment for the Lessee's
                            purpose, that the Equipment is, or will when
                            delivered be, in accordance with the description
                            contained in item 3 of the Schedule and is of a
                            design, size, capacity, type and manufacture as
                            selected by the Lessee and the validity of any
                            manufacturer's, dealer's or supplier's warranties or
                            guarantees and the entitlements to any patents;

                       (c)  the Equipment is to be used wholly or mainly for the
                            purpose of a business carried on by the Lessee or by
                            the Lessee and another person or persons and the
                            whole or the greater part of the amount specified as
                            Total Lease installments is or is reasonably
                            expected to be a loss or outgoing necessarily
                            incurred in carrying on the business;

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                                                                         Page 12

                       (d)  all credit and financial information concerning the
                            Lessee supplied to Volvo Finance or to any agent,
                            broker, dealer or any other person who introduces
                            the Lessee to Volvo Finance is true and correct in
                            all respects;

                       (e)  neither Volvo Finance nor any of its Authorised
                            Representatives has given or made any
                            representation, warranty or undertaking about the
                            condition or suitability of the Equipment, its
                            quality, fitness for purpose or safety or about the
                            Lessee's rights or position in respect of any law
                            relating to taxation;

                       (f)  it does not have any property or interest in the
                            Equipment and nothing contained in this Agreement or
                            the Lease Agreement confers on the Lessee any right
                            or property or interest in or to the Equipment and
                            the Lessee is only a bailee; and

                       (g)  Volvo Finance is not responsible for any
                            representation, promise or statement made in
                            relation to these or any other matters by any person
                            who may have initiated, negotiated, introduced or
                            been involved in any other way with this Agreement
                            or a Lease Agreement,

5.2       All express and implied terms, conditions and warranties which
          otherwise might apply to, or arise out of, this Agreement or a Lease
          Agreement are excluded other than:

          (a)  as provided in this Agreement or the Lease Agreement;

          (b)  terms, conditions and warranties which by law cannot lawfully be
               excluded or modified by agreement including, without limitation,
               Part V of the Trade Practices Act 9974 (Cwlth) (other than
               implied by section 69 of it).

5.3       If Volvo Finance is liable for a breach of a term, condition or
          warranty described in clause 5.2, Volvo Finance's liabilities, to the
          fullest extent permitted by law, are limited to any one or more of the
          following as Volvo Finance determines in its absolute discretion:

          (a)  replacing or repairing the Equipment;

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                                                                         Page 13

          (b)  supplying an equivalent item of Equipment;

          (c)  paying the cost of replacing or repairing the Equipment; or

          (d)  paying the cost of acquiring an equivalent item of Equipment.

          Volvo Finance may not be able to rely on this clause if it is not fair
          and reasonable under any law which cannot lawfully be excluded or
          modified by agreement including, without limitation, under section
          68A(2) and (3) of the Trade Practices Act 1974 (Cwlth).

6.   GENERAL UNDERTAKINGS AND MAINTENANCE

6.1       The Lessee must:

                       (a)  give promptly to Volvo Finance any information and
                            supporting evidence that Volvo Finance reasonably
                            requests from time to time including, without
                            limitation, information showing the financial
                            position of the Lessee, its related corporations and
                            any guarantor or surety and its parent entity;

                       (b)  notify Volvo Finance promptly if any representation
                            or warranty made or taken to be made by or on behalf
                            of the Lessee in connection with this Agreement or a
                            Lease Agreement is found to be materially incorrect
                            or misleading when made or taken to be made;

                       (c)  do everything necessary to ensure that no Event of
                            Default occurs;

                       (d)  on request from Volvo Finance promptly provide Volvo
                            Finance with a certificate signed by the Lessee or,
                            if the Lessee is a corporation, 2 directors or a
                            director and a secretary or the sole director and
                            secretary of the Lessee which states whether an
                            Event of Default or Potential Event of Default
                            continues unremedied;

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                                                                         Page 14

                       (e)  notify Volvo Finance promptly after it occurs of
                            full details of an Event of Default or a Potential
                            Event of Default, and the steps taken to remedy it.

6.2       The Lessee must use the care of a cautious and prudent owner to
          prevent damage to the Equipment or its loss or destruction and must
          both as to materials and labour place, keep and maintain the Equipment
          in good working order and repair so that it will at all times during
          the Term be in first class condition for goods of the type that it is
          having regard to the condition in which it was delivered to the
          Lessee, fair wear and tear excepted.

6.3       The Lessee may not pledge Volvo Finance's credit or create any lien
          upon the Equipment in respect of any maintenance, overhaul,
          replacement, repair or modification of the Equipment.

6.4       The Lessee must:

          (a)  use, keep and service and permit the use, keeping and servicing
               of the Equipment only by competent and properly trained and
               qualified (and where necessary licensed) personnel and only by
               recognised and approved methods and standards of operation and
               servicing and only in accordance with the manufacturer's
               instructions and recommendations;

          (b)  arrange for inspection and servicing of the Equipment at such
               periods as are recommended by the manufacturer;

          (c)  in connection with the maintenance and service of the Equipment,
               ensure that only genuine or manufacturer approved parts and
               accessories in accordance with the manufacturer's recommended
               specifications are used;

          (d)  keep the Equipment in a suitable and safe place in such manner
               and with all facilities as specified or recommended by the
               manufacturer;

          (e)  use and permit the use of the Equipment only in accordance with
               the normal usage of Equipment of the type that it is having
               regard to the general purpose for which it was designed and
               manufactured;

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                                                                         Page 15

          (f)  not use or permit the Equipment to be used or operated in
               violation of the terms of this Agreement or its Lease Agreement
               for any illegal purpose or in any manner or under any
               circumstances which would amount to a breach of any law (whether
               or not such breach is committed by the Lessee) or which in Volvo
               Finance's opinion would be likely to endanger the safety or
               condition of the Equipment;

          (g)  if requested by Volvo Finance at any time during the Term effect
               and keep effected any agreement for the maintenance of the
               Equipment with a qualified and competent person and upon terms
               acceptable to Volvo Finance.

7.   REGISTRATION AND INSURANCE

7.1       The Lessee must register the Equipment and keep the Equipment
          registered during the Term as required by any applicable law of the
          jurisdiction in which the Equipment will normally be garaged or kept
          in the name of the Lessee as if the Lessee were Volvo Finance except
          where the register is a register of ownership or security interests.
          The Lessee may not transfer that registration to another jurisdiction
          without Volvo Finance's consent.

7.2       The Lessee must maintain insurance against:

          (a)  loss, theft or destruction of, or damage to, the Equipment for
               its full replacement value; and

          (b)  public liability for personal injury or property damage arising
               in connection with the Equipment for an amount of $20,000,000.

7.3       Each insurance policy must:

          (a)  have Volvo Finance's interest as owner of the Equipment noted;
               and

          (b)  be in form and substance, and with an insurance company,
               acceptable to Volvo Finance.

7.4       The Lessee must give Volvo Finance:

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                                                                         Page 16

          (a)  a copy of any insurance policy referred to in clause 7.2 and any
               cover note for that insurance; and

          (b)  evidence that the Lessee has paid the premium for any of those
               policies; and

          (c)  details of any claim and payment made pursuant to an insurance
               policy.

          Volvo Finance may in its discretion pay any premium on the Lessee's
          behalf and if it does so the Lessee must repay the amount of that
          premium to Volvo Finance immediately on demand. Nothing contained in
          this clause nor any representation by Volvo Finance relieves the
          Lessee from its obligation to ensure that all premiums payable are
          paid on or before the due date.

7.5       The Lessee may not without Volvo Finance's consent:

          (a)  cancel or vary the insurance;

          (b)  prejudice the insurance so that the insurer could refuse a claim
               or pay an amount less than the amount claimed; or

          (c)  do anything in connection with a claim including, without
               limitation, enforcing, conducting, settling or compromising a
               claim (limited to $100,000 any one claim).

7.6       The proceeds of the insurances must be applied as follows:

          (a)  if a claim is made for loss or damage to the Equipment not
               amounting to a Casualty Occurrence, in accordance with clause
               11.2; and

          (b)  if a claim is made for loss or damage to the Equipment amounting
               to a Casualty Occurrence, in payment of its Termination Value;
               and

          (c)  if a claim is made for third party liabilities, towards
               discharging those liabilities.

7.7       The Lessee must notify Volvo Finance immediately upon the occurrence
          of any event which could or might give rise to a claim under any
          insurance policy effected by the Lessee.

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                                                                         Page 17

8.   CONTROL OF EQUIPMENT

8.1       The Lessee must allow Volvo Finance at all reasonable times to have
          access to the Equipment and Volvo Finance is authorised to enter upon
          any premises where Volvo Finance believes the Equipment is located for
          the purpose of inspecting or testing the Equipment, affixing to it any
          identifying name, number, mark or plate indicating, inter alia, that
          the Equipment is the property of Volvo Finance, protecting Volvo
          Finance's rights, or exercising Volvo Finance's rights to take
          possession of the Equipment.

8.2       The Lessee may not substantially or materially alter the Equipment or
          fit any accessories or equipment which are a departure from standard
          equipment nor alter, obliterate or conceal or permit or suffer to be
          altered, obliterated or concealed any identifying name, number, mark
          or plate appearing on or affixed to the Equipment nor affix any signs
          or other insignias on the Equipment without the consent of Volvo
          Finance and must remove and pay any costs of restoration required as a
          result of such fitting or alteration or affixing signs or other
          insignias.

8.3       The Lessee must comply with all requirements at law and under any
          agreement relating to the Equipment, its possession, use, registration
          and licensing and the use of the premises upon which the Equipment is
          situated and must make all payments necessary to protect the Equipment
          from distress, execution or seizure.

8.4       During the Term the Lessee must not:

          (a)  conceal the Equipment or attach, affix or secure it to any land
               or premises unless its use so requires and then only with the
               consent of Volvo Finance;

          (b)  affix the Equipment to other chattels (other than a chattel which
               will form and be used as part of the Equipment).

8.5       The Lessee must keep the Equipment garaged generally at the address
          specified in item 3 of the Schedule and may not remove it from that
          place except for the purpose of the Lessee's business within the
          Relevant Jurisdiction or remove it or permit it to be removed outside
          the Relevant Jurisdiction without Volvo Finance's consent.

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                                                                         Page 18

8.6       Subject to clause 8.2, all tyres, spare parts or accessories supplied
          with or attached to the Equipment now or after the date of its Lease
          Agreement are part of the Equipment. If any replacement parts,
          accessories, tyres, tools, items, things or other accessories
          constituting part of the Equipment or which may from time to time be
          incorporated or installed in or attached to the Equipment become worn
          out, lost, stolen, destroyed, confiscated, damaged beyond repair or
          permanently rendered unfit for use by damage or obsolescence and are
          replaced by replacement parts, accessories, tyres, tools, items,
          things or other accessories, all of those replacements:

          (a)  will be the property of Volvo Finance;

          (b)  will be free and clear of all Encumbrances except the rights of
               the Lessee under the Lease Agreement;

          (c)  must be in as good condition and have a value and utility at
               least equal to the items replaced;

          (d)  in the case of tyres, must be new tyres and not recaps
               (retreads); and

          (d)  in the case of parts and accessories, must be genuine Volvo parts
               and accessories and in accordance with the manufacturer's
               recommended specifications.

8.7       The Lessee must, prior to any change of its address, notify Volvo
          Finance of its proposed new address.

9.   COSTS AND EXPENSES

9.1       The Lessee shall pay and if paid by Volvo Finance reimburse to Volvo
          Finance:

          (a)  Volvo Finance's reasonable costs and expenses relating to:

               (i)     the negotiation, preparation, execution, stamping and
                       registration of this Agreement and each Lease Agreement
                       or any document contemplated by it;

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                                                                         Page 19

               (ii)    the monitoring of compliance with the Lessee's
                       obligations under this Agreement and each Lease
                       Agreement; and

               (iii)   any consent, request for consent, communication, waiver
                       of any right, or the variation (including, without
                       limitation, a Variation), replacement or discharge of
                       this Agreement, a Lease Agreement or any document
                       contemplated by either of them;

          (b)  Volvo Finance's reasonable costs and expenses in relation to:

               (i)     the exercise or attempted exercise or the preservation of
                       any rights of Volvo Finance under this Agreement and each
                       Lease Agreement; and

               (ii)    the occurrence of any Event of Default or Potential Event
                       of Default; and

          (c)  any Taxes and registration or other fees (including fines and
               penalties relating to the Taxes and fees) which are payable in
               relation to this Agreement, a Lease Agreement or any document or
               transaction contemplated by it.

9.2       A reference to costs and expenses in this Agreement or a Lease
          Agreement includes, without limitation, legal costs and expenses on a
          full indemnity basis.

10.  INDEMNITIES

10.1      The Lessee indemnifies Volvo Finance against any liability or loss
          arising from, and any costs, charges and expenses incurred in
          connection with:

          (a)  the payment, omission to make payment or delay in making payment
               of an amount referred to in clause 9.1;

          (b)  a delay in payment of money under this Agreement or a Lease
               Agreement;

          (c)  an Event of Default or the termination of this Agreement and each
               Lease Agreement under clauses 12.3 or 12.5;

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                                                                         Page 20

          (d)  the exercise by Volvo Finance of a right, remedy or power under
               this Agreement or a Lease Agreement including, without
               limitation, under clauses 11.3(d) or 16.12, Volvo Finance's
               having to seize or store the Equipment or the sale or the
               valuation of the Equipment under clause 13;

          (e)  any kind of property damage or the death of, or any kind of
               injury to, a person caused directly or indirectly by the
               Equipment;

          (f)  any claim made against Volvo Finance in respect of the Equipment,
               its ownership (including, without limitation, in registering its
               interest as owner of the Equipment), condition, operation or its
               maintenance or use including, without limitation, any claim for
               infringement of any intellectual property right or a claim for
               strict liability;

          (g)  Volvo Finance having to refurbish the Equipment to the condition
               described in clause 13.1(a) when it is not returned in
               accordance with that clause;

          (h)  the Sales Tax Assessment Acts as a result of Volvo Finance
               entering into this Agreement or a Lease Agreement or as a result
               of anything done by Volvo Finance or the Lessee in connection
               with this Agreement or a Lease Agreement;

          (i)  a representation or warranty made by the Lessee to Volvo Finance
               about the operation or applicability of the Income Tax Assessment
               Act 1936 proving to be incorrect as a reasonably foreseeable
               consequence of that representation or warranty being incorrect;

          (j)  the Lessee having any right, property or interest in or to the
               Equipment; or

          (k)  any act by Volvo Finance in reliance on any communication
               purporting to be from the Lessee or to be given on behalf of the
               Lessee,

          including, without limitation, liability, loss, costs, charges or
          expenses on account of funds borrowed, contracted for or used to fund
          any amount payable under this Agreement or a Lease Agreement and
          including in each case, without limitation, legal costs and expenses
          on a full indemnity basis or solicitor and own client basis, whichever
          is the higher.

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                                                                         Page 21

10.2      The Lessee shall indemnity each controller (as defined in the
          Corporations Law), attorney appointed under clause 18 and Authorised
          Representative of Volvo Finance against liability, loss, cost and
          expense caused or contributed to by anything Volvo Finance is
          indemnified against under clause 10.1 and Volvo Finance holds the
          benefit of clause 10.1 for those persons.

10.3      If there is any deficiency between:

          (a)  an amount payable by the Lessee under this Agreement or a Lease
               Agreement which is received by Volvo Finance in a currency other
               than the currency payable under this Agreement or that Lease
               Agreement because of a judgment, order or otherwise; and

          (b)  the amount produced by converting the payment received from the
               currency in which it was paid into the currency in which it was
               agreed to be paid,

          the Lessee shall pay to Volvo Finance the deficiency and any loss,
          costs or expenses resulting from it.

10.4      Each indemnity in this Agreement and a Lease Agreement is a continuing
          obligation, separate and independent from the other obligations of the
          Lessee and survives the termination of this Agreement or that Lease
          Agreement.

10.5      Anything which the Lessee is required to do under this Agreement or a
          Lease Agreement must be done at the Lessee's cost.

11.  CASUALTY OCCURRENCE

11.1      Until Volvo Finance receives the Equipment in accordance with its
          Lease Agreement, the Lessee is liable for loss or damage to it.

11.2      If the Equipment is damaged, the Lessee must, unless the damage
          amounts to a Casualty Occurrence restore the Equipment as far as
          possible to the same condition that it was in before the damage
          occurred.

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                                                                         Page 22

11.3      If a Casualty Occurrence occurs before the end of the Term:

          (a)  the Lessee must immediately notify Volvo Finance of that fact;

          (b)  the Lessee must on the next date for payment of a Lease
               Installment pay to Volvo Finance:

               (i)     any arrears of Lease installments and the Lease
                       Installment which would have been due on that date;

               (ii)    the Termination Value on that date of the Equipment; and

               (iii)   any other money then due and payable by the Lessee to
                       Volvo Finance under the Lease Agreement;

          (c)  the Lease Agreement terminates on the date on which the payment
               under clause 11.3(b) is made; and

          (d)  Volvo Finance may vary or replace any agreement it has entered
               into for funding or hedging its exposure under the Lease
               Agreement.

11.4      If Lessee complies with clauses 11.3(a) and (b) in free and clear
          funds, Volvo Finance will promptly refund to the Lessee any amount
          which Volvo Finance receives from an insurer or another person as a
          result of the Casualty Occurrence.

12.  EVENT OF DEFAULT

12.1      Each of the following is an Event of Default:

          (a)  Volvo Finance executes this Agreement or a Lease Agreement and
               the Lessee refuses to obtain or take delivery of the Equipment or
               to give Volvo Finance an acknowledgment of delivery of the
               Equipment within 7 days from the date on which delivery of the
               Equipment becomes available;

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                                                                         Page 23

          (b)  the Lessee returns the Equipment to Volvo Finance before the
               expiration of the Term;

          (c)  the Lessee breaches any provision of this Agreement or a Lease
               Agreement which in the opinion of Volvo Finance might prejudice
               the safety or condition of the Equipment or Volvo Finance's
               ability to recover it;

          (d)  Volvo Finance becomes entitled to retake possession of any goods
               from the Lessee in respect of any other leasing or hire purchase
               transaction;

          (e)  the Lessee does not pay any money due for payment by it under
               this Agreement or a Lease Agreement within 7 days of its due
               date;

          (f)  the Lessee does not comply with any other obligation under this
               Agreement or a Lease Agreement and if that default is capable of
               rectification:

               (i)     it is not rectified within 10 Business Days (or any other
                       longer period agreed by Volvo Finance) of its occurrence;
                       or

               (ii)    the Lessee does not during that period take all action
                       which in Volvo Finance's opinion is necessary or
                       desirable to quickly rectify that default;

          (g)  a warranty, representation or statement made or deemed to be made
               by the Lessee in this Agreement or a Lease Agreement or any
               document contemplated by or relating to this Agreement or that
               Lease Agreement is untrue or misleading in any material respect;

          (h)  this Agreement or a Lease Agreement is void, voidable or
               otherwise unenforceable by Volvo Finance or is claimed to be so
               by the Lessee;

          (i)  it is unlawful for the Lessee to comply with any of its
               obligations under this Agreement or a Lease Agreement or it is
               claimed to be so by the Lessee;

          (j)  a default or event occurs which is or is taken to be a default or
               an event of default by or in relation to a person (other than
               Volvo Finance) under an agreement between the Lessee and Volvo
               Finance;

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                                                                         Page 24

          (k)  a distress, attachment or execution is levied or becomes
               enforceable against any property of the Lessee;

          (l)  an authorisation necessary to enable:

               (i)     the Lessee to comply with its obligations under this
                       Agreement or a lease Agreement or carry on its principal
                       business or activity; or

               (ii)    Volvo Finance to exercise its rights under this Agreement
                       or a Lease Agreement,

               ceases to be in full force and effect;

          (m)  an event or series of events whether related or not, including,
               without limitation, any material adverse change in the property
               or financial condition of the Lessee, occurs which has or is
               likely to have a Material Adverse Effect;

          (n)  the Lessee ceases or threatens to cease to carry on its business
               or a substantial part of its business;

          (o)  a person who holds a Security Interest over property of the
               Lessee becomes entitled to exercise a right under that Security
               Interest against the property to recover any money the payment of
               which is secured by that Security Interest or enforce any other
               obligation the compliance with which is secured by it;

          (p)  the Lessee enters into or takes any action to enter into an
               arrangement (including a scheme of arrangement), composition or
               compromise with, or assignment for the benefit of, all or any
               class of the Lessee's creditors or members or a moratorium
               involving any of them;

          (q)  the Lessee is or states that it is unable to pay from its own
               money its debts when they fall due for payment;

          (r)  the appointment of a receiver or receiver and manager in respect
               of the property of the Lessee;

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                                                                         Page 25

          (s)  if the Lessee is a natural person:

               (i)     a petition for the making of a sequestration order
                       against the estate of the Lessee is presented or the
                       Lessee presents a petition against himself or herself;

               (ii)    the Lessee presents a declaration of intention under
                       section 54A of the Bankruptcy Act 1966; or

               (iii)   the Lessee dies; or

          (t)  if the Lessee is a corporation:

               (i)     the appointment of an administrator, provisional
                       liquidator, liquidator or person having a similar or
                       analogous function under the laws of any relevant
                       jurisdiction in respect of it or any action is taken to
                       appoint any such person if not set aside or stayed within
                       14 days;

               (ii)    an application or order is made for its winding up or
                       dissolution or a resolution is passed or any steps are
                       taken to pass a resolution for its winding up or
                       dissolution if not set aside or stayed within 14 days;

               (iii)   its dissolution or a notice under section 572 of the
                       Corporations Law is given to the Lessee;

               (iv)    it is taken to be insolvent or unable to pay its debts
                       under any applicable legislation;

               (v)     anything analogous to or of a similar effect to anything
                       described above under the law of any relevant
                       jurisdiction occurs;

               (vi)    it reduces or takes any action to reduce its capital
                       other than by the redemption of redeemable preference
                       shares;

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                                                                         Page 26

               (vii)   it passes or takes any action to pass a resolution of the
                       type referred to in section 188(2) or section 205(10) of
                       the Corporations Law;

               (viii)  it buys or takes any action to buy shares in itself,
                       other than the insertion in its articles of association
                       of a provision to the effect that it may buy ordinary
                       shares in itself;

               (ix)    an investigation is instituted under the Corporations Law
                       or other legislation into or an inspector is appointed to
                       investigate its affairs; or

               (x)

                       (A)  the person who Controls or group of persons who
                            acting together Control it, cease to have that
                            Control;

                       (B)  if it is a Subsidiary, it ceases to be a Subsidiary
                            of the company which is its Holding Company at the
                            date of this Agreement or a company ceases to be a
                            Subsidiary of the Lessee.

12.2      If the Lessee does not:

          (a)  pay within 7 days of its due date any money payable under this
               Agreement or a Lease Agreement;

          (b)  in relation to this Agreement or a Lease Agreement, comply with
               its obligations under clauses 4.1, 6 (other than clause 6.1(c)),
               7 and 8; or

          (c)  in relation to this Agreement or a Lease Agreement, comply with
               its obligations under clause 6.1 (c) with the result that any of
               the Events of Default contained in clause 12.1 (other than
               clauses 12.1(f)) occurs, then it repudiates this Agreement and
               each Lease Agreement.

          This clause does not mean that it is not possible for the Lessee to
          repudiate this Agreement or a Lease Agreement in other ways.

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                                                                         Page 27

12.3
          (a)  If the Lessee repudiates this Agreement and each Lease Agreement,
               Volvo Finance may accept the Lessee's repudiation by notice to
               the Lessee terminating this Agreement and each Lease Agreement.

          (b)  If Volvo Finance gives the Lessee a notice under clause 12.3(a),
               the Lessee must immediately return to Volvo Finance in accordance
               with clauses 13.1(a)(i) to (iv) inclusive and, if the Lessee
               fails to do so, Volvo Finance may repossess the Equipment the
               subject of each terminated Lease Agreement. Volvo Finance will
               use its best endeavours to sell that Equipment by public auction
               with or without reserve or by private treaty or alternatively, in
               its absolute discretion, obtain an independent valuation of that
               Equipment at its fair wholesale value.

               The Lessee must, in respect of each terminated Lease Agreement,
               indemnify Volvo Finance for any loss following that termination,
               in the amount provided for in clause 12.5.

12.4
          (a)  If there is a breach of a term which does not constitute a
               repudiation, Volvo Finance may terminate this Agreement and each
               Lease Agreement by notice to the Lessee.

          (b)  If Volvo Finance gives the Lessee a notice under clause 12.4(a),
               the Lessee must immediately return to Volvo Finance in accordance
               with clauses 13.1(a)(i) to (iv) inclusive and, if the Lessee
               fails to do so, Volvo Finance may repossess the Equipment the
               subject of each terminated Lease Agreement. Volvo Finance will
               use its best endeavours to sell that Equipment by public auction
               with or without reserve or by private treaty or alternatively, in
               its absolute discretion, obtain an independent valuation of that
               Equipment at its fair wholesale value. The Lessee must, in
               respect of each terminated Lease Agreement, indemnify Volvo
               Finance for any loss following that termination, in the amount
               provided for in clause 12.5.

12.5      The amount which Volvo Finance may recover as provided in clauses
          12.3(b) and 12.4(b) is:

          (a)  the Termination Value of each item of Equipment on the date of
               the termination notice;

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                                                                         Page 28

          (b)  any arrears of Lease installments and any Lease Installment which
               would have been due on the date of the termination notice;

          (c)  any other money then due and payable by the Lessee to Volvo
               Finance under this Agreement and each terminated Lease Agreement,

          less:

          (d)  the gross proceeds of sale of each item of Equipment or the
               amount of the valuation, as the case may be, less all costs and
               expenses incurred by Volvo Finance in selling or obtaining a
               valuation of that item; and

          (e)  the amount of Lease installments (if any) which have been paid in
               advance at the date of termination.

12.6      For the purposes of clause 12.5:

          (a)  where an item of Equipment:

               (i)     is not sold within one month after first being offered
                       for sale then the proceeds of sale and the value of that
                       item will be deemed to be the wholesale value of that
                       item as determined in good faith by Volvo Finance; or

                       for any reason does not come into possession of Volvo
                       Finance within one month after the date of the notice
                       given under clauses 12.3(a) or 12.4(a), as the case may
                       be, then the proceeds of sale and the value of ithat item
                       will be deemed to be zero; and

               (b)     a reference to a Lease Installment and the Termination
                       Value excludes any Lease Installment and Termination
                       Value payable for or applicable to (as determined by
                       Volvo Finance) an item of Equipment which at the date of
                       the termination Volvo Finance had not become liable to
                       acquire from its supplier.

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                                                                         Page 29

13.  RETURN OF EQUIPMENT

13.1
          (a)  On the date on which the last Lease Installment is payable under
               a Lease Agreement (or such other date as is agreed between Volvo
               Finance and the Lessee for that Lease Agreement), the Lessee must
               immediately return the Equipment the subject of that Lease
               Agreement to Volvo Finance:

               (i)     in accordance with the terms and conditions of its Lease
                       Agreement including, without limitation, clauses 6.2, 6.4
                       and 8.6 of this Agreement;

               (ii)    in good working order and repair (fair wear and tear
                       excepted);

               (iii)   at any place in the Relevant Jurisdiction which Volvo
                       Finance directs; and

               (iv)    together with all accompanying materials and documents
                       and the certificate of registration and, if Volvo Finance
                       requests, a signed transfer of that registration
                       certificate to any person Volvo Finance nominates.

          (b)  If the Lessee does not return the Equipment to Volvo Finance in
               accordance with clause 13.1(a):

               (i)     the Lessee must pay to Volvo Finance by way of liquidated
                       damages for detention, for each day that the failure
                       continues, an amount equal to the daily equivalent of the
                       average Lease Installment payable during the Term; and

               (ii)    Volvo Finance may, but without any obligation to do so,
                       repossess the Equipment at any time during that
                       unauthorised detention.

13.2
          (a)  If the Lessee returns the Equipment to Volvo Finance in
               accordance with clause 13.1(a), Volvo Finance will use its best
               endeavours to sell the Equipment by public auction with or
               without reserve or by private treaty or alternatively, in its
               absolute discretion, obtain an independent valuation of that
               Equipment at its fair wholesale

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                                                                         Page 30

               value. The Lessee must indemnify Volvo Finance for any loss
               following that return, in the amount provided for in clause
               13.2(b).

          (b)  The amount which Volvo Finance may recover as provided in clause
               13.2(a) is:

               (i)     the Residual Value of each item of Equipment on the date
                       of its return;

               (ii)    any arrears of Lease installments;

               (iii)   any other money then due and payable by the Lessee to
                       Volvo Finance under the relevant Lease Agreement,

               less the gross proceeds of sale of each item of Equipment or the
               amount of the valuation, as the case may be, less all costs and
               expenses incurred by Volvo Finance in selling or obtaining a
               valuation of that item.

          (c)  For the purposes of clause 13.2(b) where an item of Equipment;

               (i)     is not sold within one month after first being offered
                       for sale then the proceeds of sale and the value of that
                       item will be deemed to be the wholesale value of that
                       item as determined in good faith by Volvo Finance; or

               (ii)    for any reason does not come into possession of Volvo
                       Finance within one month after the date on which the last
                       Lease Installment is payable under its Lease Agreement
                       (or such other date as is agreed between Volvo Finance
                       and the Lessee for that Lease Agreement), then the
                       proceeds of sale and the value of that item will be
                       deemed to be zero.

13.3      If on the date referred to in clause 13.1(a) Volvo Finance consents
          to the Lessee remaining in possession of an item of Equipment, clauses
          13.1(b) and 13.2 will only come into operation upon the termination of
          that extended possession. The extended possession will be on a monthly
          basis at a monthly rent equal to the last Lease Installment payable
          under the relevant Lease Agreement. The Lessee shall observe and
          perform the terms of this Agreement and the relevant Lease Agreement
          as far as applicable in connection with that

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                                                                         Page 31

          extended possession. The extended possession is subject to termination
          by one month's notice by Volvo Finance or the Lessee to the other of
          them.

13.4      Volvo Finance is not liable to the Lessee in any manner in respect of
          any failure or delay to recover or in recovering possession of the
          Equipment.

14.  QUIET POSSESSION

     The Lessee paying the Lease installments reserved and in the manner
     provided under the Lease Agreement and punctually observing and performing
     its obligations under the Lease Agreement may peacefully possess and enjoy
     the Equipment until the expiration of the Term without any disturbance or
     interruption from Volvo Finance or any other person or persons lawfully
     entitled to do so but subject to the rights of Volvo Finance contained in
     this Agreement and the Lease Agreement.

15.  NOTICE

15.1      A notice, demand, certification, process or other communication
          relating to this Agreement or a Lease Agreement shall be written in
          English and may be given by an Authorised Representative of the
          sender.

15.2      In addition to any other lawful means, a communication may be given
          by:

          (a)  being personally served on a party;

          (b)  being left at the party's current address for service;

          (c)  being sent to the party's current address for service by pre-paid
               ordinary mail or, if the address is outside Australia, by
               pre-paid airmail; or

          (d)  facsimile to the party's current number for service.

15.3      The address and facsimile details for each party for service are those
          set out in the Schedule.

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                                                                         Page 32

          Each party may from time to time change its particulars for service by
          notice to each other party.

15.4      If a communication is given by:

          (a)  post it will be deemed received if posted within Australia to an
               Australian address 3 Business Days after posting and in any other
               case 10 Business Days after posting by airmail;

          (b)  facsimile and the sender's facsimile machine produces a
               transmission report indicating that the facsimile was sent to the
               addressee's facsimile, the report will be prima facie evidence
               that the facsimile was received by the addressee at the time
               indicated on that report.

15.5      If a communication to Volvo Finance is received by it:

          (a)  after 5.00 p.m.; or

          (b)  on a day which is not a Business Day;

          it will be deemed to have been received on the next Business Day.

15.6      Any process or other document relating to litigation, administrative
          or arbitral proceedings relating to this Agreement or a Lease
          Agreement may be served by any method contemplated by this clause 16
          or in accordance with any applicable law.

16.  MISCELLANEOUS

16.1      A certificate by Volvo Finance relating to this Agreement or a Lease
          Agreement is, in the absence of manifest error, conclusive evidence
          against the Lessee of the matters certified. Volvo Finance is not
          obliged to give the reasons for its determination or opinion in
          relation to any matter under this Agreement or a Lease Agreement. A
          determination or an opinion of an Authorised Representative of Volvo
          Finance which is given to the Lessee or otherwise expressed or acted
          upon by Volvo Finance as being a determination or an opinion of Volvo
          Finance will be deemed to be a determination or opinion of Volvo
          Finance.

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                                                                         Page 33

16.2      Time is of the essence of any obligation of the Lessee under this
          Agreement or a Lease Agreement.

16.3      Volvo Finance may maintain records specifying:

          (a)  payments made by Volvo Finance for the account of the Lessee
               under a Lease 3 Agreement;

          (b)  payments by the Lessee for the account of Volvo Finance under a
               Lease Agreement; and

          (c)  interest, fees, charges, costs and expenses payable in relation
               to a Lease Agreement,

          and those records will against the Lessee constitute conclusive
          evidence, in the absence of manifest error, of the matters set out in
          them.

16.4      The Lessee shall promptly execute all documents and do all things that
          Volvo Finance from time to time reasonably requires to:

          (a)  effect, perfect or complete the provisions of this Agreement, a
               Lease Agreement or any transaction contemplated by it;

          (b)  establish the priority of or reserve or create any Security
               Interest contemplated by or purported to be reserved or created
               by this Agreement or a Lease Agreement; and

          (c)  stamp and register this Agreement or a Lease Agreement in any
               relevant jurisdiction and by any person that Volvo Finance thinks
               fit.

16.5
          (a)  This Agreement and each Lease Agreement may only be varied or
               replaced by a written document duly executed by Volvo Finance.

          (b)  In the event that the Lessee requests a variation ("VARIATION")
               of the Term or of the Equipment rented under a Lease Agreement,
               Volvo Finance may in its absolute

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                                                                         Page 34

               discretion agree to such Variation and forward an Acknowledgement
               of Variation of Agreement to the Lessee setting out the details
               of any such change. Any Variation shall be effective from the
               date specified therein and shall be binding on the Lessee when it
               signs that acknowledgement. In the event that a copy of that
               acknowledgement signed by the Lessee is not received by Volvo
               Finance within 7 days of the date of the acknowledgement, Volvo
               Finance may elect not to be bound by the Variation.

16.6      A right in favour of Volvo Finance under this Agreement or a Lease
          Agreement, a breach of an obligation of the Lessee under this
          Agreement or a Lease Agreement or the occurrence of an Event of
          Default can only be waived by a written instrument signed by Volvo
          Finance. No other act, omission or delay of Volvo Finance will
          constitute a waiver. A single or partial exercise or waiver by Volvo
          Finance of a right relating to this Agreement or a Lease Agreement
          will not prevent any other exercise of that right or the exercise of
          any other right. Volvo Finance and its Authorised Representatives will
          not be liable for any loss, cost or expense of the Lessee caused or
          contributed to by the waiver of, exercise of, attempted exercise of,
          failure to exercise or delay in exercising a right and Volvo Finance
          holds the benefit of this clause 16.6 for itself and its Authorised
          Representatives.

16.7      The rights of Volvo Finance under this Agreement and each Lease
          Agreement are cumulative and are in addition to any of its other
          rights.

16.8      Volvo Finance may conditionally or unconditionally give or withhold
          any consent to be given under this Agreement or a Lease Agreement and
          is not obliged to give its reasons for doing so.

16.9      Any present or future legislation which operates:

          (a)  to lessen or vary in favour of the Lessee any of its obligations
               in connection with this Agreement or a Lease Agreement; or

          (b)  to postpone, stay, suspend or curtail any rights of Volvo Finance
               under this Agreement or a Lease Agreement,

          is excluded except to the extent that its exclusion is prohibited or
          rendered ineffective by law.

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                                                                         Page 35

16.10     The Lessee acknowledges that the Lessee may have been introduced to
          Volvo Finance by a broker, agent, dealer or other person and consents
          to the payment of any proper and lawfully permissible commission by
          Volvo Finance to such broker, agent, dealer or other person on the
          Lessee's behalf.

16.11     At its sole discretion Volvo Finance may apply (without notice) any
          credit balance in any currency in any account of the Lessee with Volvo
          Finance towards satisfaction of any amount then payable by the Lessee
          to Volvo Finance under this Agreement or a Lease Agreement, The Lessee
          authorises Volvo Finance in the name of the Lessee or Volvo Finance to
          do anything (including, without limitation, to execute any document)
          that is required for that purpose.

16.12     Volvo Finance may do anything which should have been done by the
          Lessee under this Agreement or a Lease Agreement but which has not
          been done or which Volvo Finance considers has not been done properly.

16.13     No option to purchase the Equipment is conferred or implied by this
          Agreement or its Lease Agreement on the Lessee and there is no option
          or agreement either express or implied in the Lessee's favour for the
          sale of the Equipment to the Lessee on the expiration of the Term or
          at any other time.

17   ATTORNEY

17.1      The Lessee irrevocably appoints Volvo Finance and each of its
          Authorised Representatives its attorney with the power:

          (a)  at any time to:

               (i)     do everything which in the attorney's reasonable opinion
                       is necessary or expedient to enable the exercise of any
                       right of Volvo Finance in relation to this Agreement or a
                       Lease Agreement;

               (ii)    complete this Agreement or a Lease Agreement; and

<Page>

                                                                         Page 36

               (iii)   appoint substitutes and otherwise delegate its powers
                       (including this power of delegation); and

          (b)  after any Event of Default has occurred, to do all acts and
               things which the Lessee is obliged to do under this Agreement or
               a Lease Agreement.

17.2      Any attorney may exercise any right solely for the benefit of Volvo
          Finance and notwithstanding that the exercise of the right constitutes
          a conflict of interest or duty. The Lessee by this Agreement ratifies
          anything done or not done by the attorney pursuant to the power of
          attorney.

17.3      The power of attorney is granted:

          (a)  to secure compliance by the Lessee with its obligations to Volvo
               Finance under this Agreement and each Lease Agreement; and

          (b)  for valuable consideration (receipt of which is acknowledged)
               which includes entry into this Agreement and each Lease Agreement
               by Volvo Finance at the Lessee's request.

18.  GOVERNING LAW AND JURISDICTION

18.1      This Agreement and each Lease Agreement are governed by and shall be
          construed in accordance with the laws of the Relevant Jurisdiction.

18.2      The parties irrevocably and unconditionally submit to the nonexclusive
          jurisdiction of the courts of the Relevant Jurisdiction and Papua New
          Guinea and any courts which have jurisdiction to hear appeals from any
          of those courts and the parties waive any right to object to any
          proceedings being brought in those courts.

18.3      No action, regardless of form, arising out of this Agreement or a
          Lease Agreement may be brought by either party more than 2 calendar
          years after the cause of action has arisen except in the case of
          non-payment in which event the appropriate statutory limitation to
          actions for collections will apply.

<Page>

                                                                         Page 37

19.  COUNTERPARTS

     This Agreement and each Lease Agreement may consist of a number of
     counterparts and the counterparts taken together constitute one and the
     same instrument.

20.  GST

20.1      Definitions

          In clause 20, the expressions "adjustment note", "consideration",
          "GST", "input tax credit", "recipient" and "taxable supply" have the
          meanings given to those expressions in the A New Tax System (Goods and
          Services Tax) Act 1999.

20.2      Sums exclude GST

          Unless otherwise expressly stated, all prices or other sums payable or
          consideration to be provided under this document are exclusive of GST.

20.3      Reduction of other taxes

          (a)  If the introduction of GST is associated with the abolition or
               reduction of any tax, duty, excise or statutory charge which
               directly or indirectly affects the net dollar margin of a
               supplier in respect of any supply made under this document, the
               consideration (excluding GST) payable for the supply will be
               varied so that the supplier's net dollar margin in respect of the
               supply remains the same.

20.4      Responsibility for GST

          (a)  Despite any other provision in this document, if GST is imposed
               on any supply made under this document, the recipient must pay to
               the supplier an amount equal to the GST payable on the taxable
               supply.

          (b)  If the consideration for the taxable supply is varied under
               clause 20.3, the GST must be calculated on the varied
               consideration.

<Page>

                                                                         Page 38

          (c)  The recipient shall pay the amount referred to in clause 20.4 (a)
               at the same time that the consideration for the supply is
               required to be paid under this document, and the recipient shall
               pay the amount in addition to the consideration.

20.5      Reimbursement of expenses

          If this document requires a party to reimburse any other party for any
          expense, loss or outgoing ("reimbursable expense") incurred by another
          party, the amount required to be reimbursed by the first party will be
          the sum of:

          (a)  the amount of the reimbursable expense net of input tax credits
               (if any) to which the other party is entitled in respect of the
               reimbursable expense; and

          (b)  if the other party's recovery from the first party is a taxable
               supply, any GST payable in respect of that supply.

20.6      Tax invoice

          The supplier must provide the recipient with a valid tax invoice or an
          adjustment note at or before the time of payment or variation.

20.7      Adjustment

          If the amount of GST paid or payable by the supplier on any supply
          made under this document differs from the amount of GST paid by the
          recipient, because the Commissioner of Taxation lawfully adjusts the
          value of the taxable supply for the purpose of calculating GST, then
          the amount of GST paid by the recipient will be adjusted accordingly
          by a further payment by the recipient to the supplier of the supplier
          to the recipient, as the case requires.

EXECUTED as an agreement

<Page>

                                                                         Page 39

                                 EXECUTION PAGE

EXECUTION BY LESSEE

(CORPORATE LESSEE)

The Lessee certifies that below are the signatures of each Authorised
Representative of the Lessee:

Name                   Position held               Signature
Julian Tamby-Rajah     Director                /s/ J. Tamby-Rajah
Barry Colin Boutho     Director                /s/ B. Boutho

THE COMMON SEAL of DOME RESOURCES
N.L. was affixed in the presence of:

/s/ Barry Colin Boutho                  Director
Barry Colin Boutho                      Name of Director
/s/ Julian Tamby-Rajah                      Secretary/ Director
Julian Tamby-Rajah                      Name of Secretary/ Director


EXECUTION BY VOLVO FINANCE


SIGNED for and on behalf of VOLVO TRUCK             /s/ D. Elloit
FINANCE AUSTRALIA PTY LIMITED by its                -------------------------
Authorised Representative, David Elliott,           Authorised representative
in the presence of:

/s/ Wayne Manley                                    Witness

Wayne Manley                                        Name of Witness (print)


[LAST SIGNED 1 NOVEMBER 2000]

<Page>

                                                                         Page 40

                                   SCHEDULE 1

     VOLVO FINANCE

                          OFFER - MASTER FINANCE LEASE

     Contract No. 5147

To:  VOLVO TRUCK FINANCE AUSTRALIA PTY LIMITED ABN 83 071 774 233 ("VOLVO
     FINANCE"), 350 Eastern Valley Way, Chatswood NSW 2067
     Telephone: (02) 9903-9200
     Facsimile: (02) 9903 9222

     The person or persons named in item 1 of the Schedule ("LESSEE") offer to
     lease from Volvo Finance the Equipment described in item 3 of the Schedule
     upon and subject to the terms and conditions set out below and contained in
     the Master Finance Lease dated 1 November 2000 between Volvo Finance and
     the Lessee.

<Page>

                                                                         Page 41

                                    SCHEDULE

1. Name of Lessee: Dome Resources N.L. (ACN 086 277 616)
Address: Level 4, South Shore Centre, 83 South Perth Esplanade, South Perth -
WA6151

Telephone:                                                        2. State:-NSW

Facsimile:

3. Description of Equipment

<Table>
<Caption>
------------------------------------------------------------------------------------
Make               Equipment        Year        Body Type       Colour    Engine No.
<S>                <C>              <C>         <C>                       <C>
Volvo              Type/Model       2000        Articulated               130562
                   A25C 6x6                     Dump Truck
------------------------------------------------------------------------------------

<Caption>
Chassis No. 12590                               Reg. No.             Kilometres
<S>                                             <C>                  <C>
                                                N/A

<Caption>
------------------------------------------------------------------------------------
Make               Equipment        Year        Body Type       Colour    Engine No.
<S>                <C>              <C>         <C>                       <C>
Volvo              Type/Model       2000        Articulated               131781
                   A25C 6x6                     Dump Truck
------------------------------------------------------------------------------------

<Caption>
Chassis No. 12632                Reg. No.                       Kilometres
<S>                              <C>                            <C>
                                 N/A
</Table>

Options/Accessories

Address where Equipment will normally be garaged or kept:
Australia and Tolukuma gold mine PNG

Residual Value:
$53,732.60

4. Term: 36 months from the date of this offer -1 November 2000

5. LEASE INSTALLMENTS;
The Total Lease Installments must be paid as follows:
(1) The First Lease Installment is $16,411.91 comprising $16,112.05 rent with
$290.02 stamp duty and $9.84 FID.
(2) Each subsequent Lease Installment must be paid by 35 monthly Installments of
$16,411.91 each, comprising $16,112.05 rent with $290.02 stamp duty and $9.84
FID.
The First Lease Installment must be paid on the date of this offer and each
subsequent Lease Installment must be aid on the same day in each succeeding
month.

SPECIAL TERMS AND CONDITIONS

<Page>

                                                                         Page 42

The Lessee, and if more than one, each Lessee:

1    acknowledges having received from Volvo Finance PRIOR to signing this
     Offer:

     (a)  a copy of this Offer and the Schedule; and

     (b)  a copy of the Master Finance Lease;

2    acknowledges that before signing this Offer it has received, read and
     understands the provisions of this Offer and the Master Finance Lease. The
     Lessee agrees to be bound by the agreement formed by the acceptance of this
     Offer, on the terms and conditions set out in this Offer and the Master
     Finance Lease. To induce Volvo Finance to accept this Offer the Lessee
     agrees that:

     (a)  the provisions of the Master Finance Lease are incorporated in and
          shall be read and construed as part of this Offer;

     (b)  a reference in the Master Finance Lease to an item "of or "in the
          Schedule" is a reference to the applicable item in the Schedule to
          this Offer; and

     (c)  it will perform and observe the provisions contained in the agreement
          formed by the acceptance of this Offer and the Master Finance Lease.

3    declares that the Lessee has thoroughly examined the Equipment and depended
     on the Lessee's own judgment;

4    declares that the Lessee is not insolvent or bankrupt;

DATE OF THIS OFFER: 1 NOVEMBER 2000

<Page>

                                                                         Page 43

EXECUTION BY LESSEE

[CORPORATE LESSEE)

SIGNED for and on behalf of DOME
RESOURCES N.L by its Authorised                 Authorised representative
Representative in the presence of:

______________________                          Witness

______________________                          Name of Witness (print)


EXECUTION BY VOLVO FINANCE


SIGNED for and on behalf of VOLVO
TRUCK FINANCE AUSTRALIA PTY                     Authorised representative
LIMITED by its Authorised Representative
in the presence of:

______________________                          Witness

______________________                          Name of Witness (print)

</TEXT>
</DOCUMENT>
