Confidential


                         EMPLOYMENT CONTRACT AMENDMENT


BETWEEN        Chip Application Technologies Limited, ACN 057 883 333 of
               152-162 Riley Street, East Sydney, New South Wales (EMPLOYER)

AND            Justin Wescombe of 14/339 Edgecliff Road, Woollahra, NSW 2025
               (EMPLOYEE).

RECITALS

A.       The Employee is currently employed by the Employer.

B.       The Employer has requested and the Employee has accepted that the
         Employee should be assigned to an overseas location for a minimum
         period of 2 years.

C.       The parent company of the Employer proposes to appoint a North American
         based President and CEO ("President") in the near future.

D.       The Employer and the Employee have agreed to amend the Employee
         Contract dated [______] ("Employment Contract") to reflect this change.

AGREEMENT

1.       CONFLICTS

         In any conflicts between this Agreement and the Employment Contract,
         this agreement will prevail.

2.       APPOINTMENT

2.1      The Employee will be employed in a senior position with line
         responsibility. The Employee will retain the title and position of
         Senior vice President Sales and Marketing until the President has had
         an opportunity to review the management structure of the Employer and
         interview appropriately qualified people (whether current employees or
         otherwise) for senior management positions. At the Presidents
         discretion and in consultation with the Employee, the duties and
         responsibilities and title of the Employee may change but the Employee
         will continue to be employed in a senior position with line
         responsibility.

2.2      The employer and Employee agree that the Employee will be employed
         overseas in the Location for the Term unless mutually agreed otherwise
         ("International Assignment")

3.       SALARY AND REMUNERATION

3.1      A remuneration package (inclusive of fringe benefits tax, supannuation
         and any other generally accepted employee deductions) to the value of
         US$130,000 gross per annum paid monthly to an account nominated by the
         Employee. All payments in shares will cease



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         as at the date of this agreement. The Employee's first and last
         instalments will be proportionate if necessary.

3.2      The Employee may determine the final structure of the remuneration
         package as long as it does not create any increased financial liability
         on the Employer.

4.       OTHER BENEFITS AND ENTITLEMENTS

4.1.     The Employer will be responsible for paying all costs associated with
         accommodation for the Employee and family during the Term of this
         International Assignment. All accommodation will to be agreed with the
         President prior to commitment to rental.

4.2.     The Employer will be responsible for paying all utility costs incurred
         by the Employee during the Term of this International Assignment. This
         includes, but is not limited to: power, water, heating, telephone (but
         excluding non-business related calls), state and federal taxes and
         other charges associated with the accommodation.

4.3      The Employer will be responsible for all professional insurance
         indemnity, that is required and appropriate during the Term of this
         International Assignment.

4.4      The Employer will be responsible for all professional fees associated
         with this International Assignment both prior to, during and after the
         assignment that are directly related to the International Assignment.

4.5.     The Employer will be responsible for all airfares for the transfer
         of the Employee and family to all Locations associated with the
         International Assignment.

4.6.     The Employer will provide one business class return airfare per
         annum for the Employee and each member of his family from the Location
         of the International Assignment to Australia or to another location for
         which the total airfare does not exceed the cost of the return airfare
         to Australia.

4.7.     The Employer will be responsible for the cost of packing and
         insurance and shipping all personal household effects to the Location
         of the International Assignment and return to Australia at the end of
         the Term of the International Assignment. This will include the airfare
         for the return of the Employee and family from the Location of the
         International Assignment to Australia at the end of the Term.

5.       LOCATION

5.1      The Employer will be located initially in North America at a place to
         be agreed with the President and in the event of any disagreement shall
         be in close proximity to the Employers principle offices in North
         America ("Location"). During the Term the Location may change by mutual
         agreement between the parties and the Employer will pay any relocation
         expenses associated with any relocation.

6.       TERM

         The Employee will be employed on International Assignment for a minimum
         period of two years from the date hereof and the Expiry Date of the
         Employment Contract is hereby changed to read the date 2 years from the
         date of this agreement.

7.       REPORTING



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7.1      The Employee will report directly to the President or such other person
         nominated by the President from time to time.

7.2      In the Employment Contract where the term "Managing Director or CEO"
         appears, the term "President" will be read.

8.       TERMINATION

8.1      If the Employee is terminated without cause under Clause 11.2 of the
         Employment Contract, the Employee will be entitled to receive

         (a)      severance pay of an amount equivalent to eight months at the
                  remuneration rate referred to in Clause 3.1 of this agreement

         (b)      all entitlements under Clauses 4.1 and 4.2, of this agreement
                  for a period of three months from the date of termination

         (c)      all entitlements under clause 4.7 in relation to the end of
                  the Term.

8.2      If the Employee terminates the agreement for any reason, the Employee
         will be entitled to the benefit of Clause 4.7 of this agreement.

8.3      If for any reason the Employer assigns the Employee to a Location in
         Australia, the Employee may elect to terminate the Employment Contract
         by giving 3 months written notice and the Employee will be entitled to
         the benefit of Clause 4.7 of this agreement.




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IN WITNESS WHEREOF the party of the first part has affixed its corporate seal,
duly attested to by the signature of its proper signing officers in that behalf
and the party of the second part has affixed his signature the day and year
first above written.




Signed for and on behalf of CHIP APPLICATION
TECHNOLOGIES LIMITED in the presence of





                                             /s/     [SIGNATURE ILLEGIBLE]
 ..................................           ..................................
       Company Secretary                                 Director

                                                       9/12/99




SIGNED SEALED AND DELIVERED BY
THE EMPLOYEE in the presence of                          Agreed



                                             /s/ JUSTIN WESTCOMBE
/s/ L.D. O'CONNOR                                   9/12/99
 ..................................           ..................................
Signature of Witness




    L.D. O'CONNOR
 ..................................
Name of Witness (print)







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                               EMPLOYMENT CONTRACT



BETWEEN        Chip Application Technologies Limited, ACN 057 883 333 of 152-162
               Riley Street, East Sydney, New South Wales (EMPLOYER)

AND            THE EMPLOYEE (AS DEFINED IN SCHEDULE 1).

RECITALS

A.       The Employee is currently employed by the Employer

B.       The Employer and Employee wish to record the terms on which the
         Employee will continue to be employed by the Employer in the capacity
         set out in Schedule 1 of this Deed ("Future Capacity"), which from the
         Effective Date will replace the terms of the Employee's current
         employment.

AGREEMENT

1.       DEFINITIONS

         Effective Date means the date referred to in Schedule 1 as the
         effective date.

         Intellectual Property Rights means all intellectual property rights
         including without limitation.

         a)       patents, copyright, rights in circuit layouts, registered
                  designs, trademarks and the right to have confidential
                  information kept confidential, and

         b)       any application or right to apply for registration of any of
                  those rights.

         Options means options over unissued shares in the capital of the
         Employer to be granted on the terms set out in Schedule 2 and Schedule
         3.

         Total Remuneration means the salary and benefits due under Clause 4.1
         from time to time.

2.       APPOINTMENT

2.1      The Employee has been employed by the Employer since the Initial
         Employment Date referred to in Schedule 1 and Employee benefits have
         accrued since that date.

2.2      The Employer hereby confirms that the Employee is currently employed in
         the capacity referred to in Schedule 1 for the Company ('Current
         Capacity') and that this Employment Contract will commence on the
         Effective Date and, unless terminated sooner under clause 11, or
         extended under Clause 9, will conclude on the Expiry Date referred to
         in Schedule 1




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3.       DUTIES AND RESPONSIBILITIES

3.1      The Employee shall have the Duties and Responsibilities specified in
         Schedule 1

3.2      Any alteration or modification to the Duties and Responsibilities of
         the Employee specified in Schedule 1 after the Effective Date shall be
         by mutual written agreement of the parties hereto.

3.3      The Employee must discharge faithfully and to the best of his
         knowledge, skill and ability the Duties and Responsibilities referred
         to herein in the best interests of the Employer, within normal and
         reasonable business hours.

3.4      The Employee may engage in other business or accept other employment or
         directorships provided that:

         a)       the Employee informs the Employer of the business or
                  employment immediately upon the engagement in the business, or
                  commencement of employment,

         b)       the business or employment in the reasonable opinion of the
                  Managing Director is not related to the mandate of the
                  Employer or any member of the Employer unless the Managing
                  Director has given his prior approval, and

         C)       the business or employment in the reasonable opinion of the
                  Managing Director does not interfere with the discharge of the
                  Employees Duties and Responsibilities under this agreement

3.5      The Employee may hold shares in other public and private companies.

3.6      The parties agree that, in order to better represent the interests of
         the Employer and its members, the Employee may be an active member of
         selected service, commercial, governmental, and advocacy organisations
         approved by the Managing Director, in which case(s) the Employer will
         provide release time and will cover expenses for membership and other
         participation fees and for costs associated with attendance, according
         to such terms as it may decide.

3.7      The Employee agrees that it may be necessary for the Employee to travel
         overseas for the purpose of the Employers business and the Employee
         agrees to such travel subject to any qualifications specified in
         Schedule 1.

4.       SALARY

4.1      The Employer must remunerate the Employee in accordance with Schedule
         1.

4.2      On each anniversary of the Effective Date, the Employee's Total
         Remuneration will be reviewed and increased by a percentage amount not
         less than the percentage increase in the All Groups Consumer Price
         Index for Sydney (CPI) as published by the Australian




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         Bureau of Statistics for the 12-month period preceding the anniversary
         of the Effective Date.

4.3      In addition to the Employee's Total Remuneration, the Employer will
         grant to the Employee options in accordance with and subject to the
         conditions in Schedule 2 and 3.

4.4      An increase in salary or any aspect of the salary package, once
         confirmed in writing by the Managing Director, may not be rescinded or
         revoked in whole or in part.

4.5      The Employee's Total Remuneration includes contributions made by the
         Employer for the Employee into a superannuation fund agreed between the
         parties or, if there is no agreement, into a superannuation fund
         nominated by the employer, on account of the minimum level of
         superannuation contributions which the Employer must make for the
         Employee for the purposes of the Superannuation Guarantee
         (Administration) Act 1992 and the Superannuation Guarantee Charge Act
         1992 (collectively SGC Legislation) as amended from time to time
         (contributions). If there is any increase in the minimum level of
         superannuation contributions which the employer must make for the
         purposes of the SGC Legislation, the Employee's Total Remuneration will
         be increased by the amount of the additional superannuation levy
         payment up to a maximum of 9% contribution in accordance with the Law.
         Upon the commencement of this Contract, the Employee must do everything
         necessary for the Employer to make the contributions.

4.6      Within the Employee's Total Remuneration, the Employee has the option
         to contribute further amounts to superannuation and/or term life cover.

4.7      The parties agree that any further salary increases shall be on the
         basis of merit as measured by the Managing Directors periodic
         performance appraisal of the Employee, and the Managing Directors
         decision shall be at his sole discretion and shall be at least within
         the percentage range offered to other employees of the company.

5.       BENEFITS AND COMPLEMENTARY ACTIVITIES

5.1      The Employer must pay the Employee's membership and subscription fees
         in professional and commercial organisations relevant to the Employers
         business approved by the Managing Director.

5.2      The Employer, recognising the value to the Employer of the Employee's
         participation in professional and commercial organisations, courses,
         conferences and meetings, encourages his participation in the same, and
         will pay fees, including membership and subscription fees, and other
         costs associated with membership and attendance. The Employer expects
         the Employee, to attend national and/or international conferences and
         will provide funding in its annual budget for this activity.

6.       LEAVE

         The Employer must grant the Employee an annual paid vacation of twenty
         work days, with such leave to be taken at a time mutually agreed that
         does not inconvenience the Employer



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         or restrict the Employee in discharge of the Employee's duties and
         responsibilities. In addition the employer will grant the Employee any
         special leave entitlements referred to in Schedule 1 ('Special Leave').

7.       EXPENSES and ALLOWANCES

7.1      The Employer must reimburse the Employee for travel, entertainment and
         any other necessarily incurred and reasonable expenses, including the
         cost of transportation, parking, tolls and taxes, food and lodging
         incurred in performing any of the duties and responsibilities expected
         of the Employee.

7.2      Where the Employee uses his own car for company business, costs will be
         reimbursed on a kilometre allowance basis in accordance with the
         recommended scale published from time to time by the Australian Tax
         Office.

7.3      The Employer must pay for the costs of telephone calls relevant to the
         Employers business or reimburse the Employee for the amount expended on
         telephones.

7.4      Any reimbursement under this Part 7 shall be made by electronic
         transfer to a bank account nominated by the Employee or by cheque
         delivered to the Employee within 7 business days (or 20 business days
         for reimbursements of less then $100) of receipt (on paper or via
         e-mail or other electronic form) of completed expense forms approved by
         the Employer for use by the Employee for this purpose. If any part of
         the reimbursement is disputed, the undisputed amount shall be paid.
         Where any reimbursements (whether disputed or not) is not paid in
         accordance with this clause, the Employer will in addition pay interest
         at the rate equivalent to the prevailing 90 day bank bill rate (as
         published in the Australian Financial Review on the due date) plus 5%
         for the period from the due date for payment to the actual payment
         date.

7.5      The completed expense forms referred to in Clause 7.4 will be
         accompanied by such invoices or receipts as may reasonably evidence the
         expense and payment thereof by the Employee. In the case of overseas
         expenses such invoices or receipts will be delivered to the Employer as
         soon a practically possible following submission of the completed
         expense form.

8.       ILLNESS OR INJURY

8.1      Subject to Clause 8.2:

         a)       the Employer must grant the Employee up to 6 days paid sick
                  leave each year if the Employee is unable to perform the
                  Employee's duties due to illness or injury, and

         b)       untaken sick leave will accumulate from year to year to a
                  maximum of 12 days.

8.2      Before granting paid sick leave, where the leave exceeds three days,
         the Employer may require the Employee to provide the Employer with a
         certificate signed by a medical practitioner confirming the illness or
         injury.




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9.       RENEWAL

9.1      This Agreement terminates on the Expiry Date specified in Schedule 1,
         unless: it is terminated sooner in accordance with the terms of this
         Agreement or extended by mutual agreement. If this Agreement is not
         renewed or any substitute agreement entered into by 1 March 2001, then
         each party will be entitled to assume that the agreement will terminate
         on the 30 July 2001 and that all appropriate notices have been given.

10.      ASSIGNMENT OF INTELLECTUAL PROPERTY

10.1     The Employee:

         a)       presently assigns to the Employer all existing and future
                  Intellectual Property Rights in all inventions, models,
                  designs, drawings, plans, software, reports, proposals and
                  other materials created or generated by the Employee (whether
                  alone or with the Employer, its other employees or
                  contractors) for use by the Employer, and

         b)       acknowledges that by virtue of this clause all such existing
                  rights are vested in the Employer and, on their creation, all
                  such future rights will vest in the Employer

10.2     The Employee must do all things reasonably requested by the Employer to
         enable the Employer to assure further the rights assigned under Clause
         10.1.

11.      TERMINATION

11.1     The Employer may terminate this agreement at any time (or just cause
         without notice to the Employee, if the Employee:

         a)       is charged with a criminal offence, excluding a traffic
                  offence, or

         b)       breaches the Confidentiality Agreement, or

         c)       the Employee has committed an act of serious misconduct of a
                  dishonest or fraudulent nature, or

         d)       breaches any material provision of this Agreement and fails to
                  rectify such breach within 30 days of being required to do so
                  in writing, or

         e)       becomes unable to pay his debts as they became due, or

         f)       through illness is unable to return to duties within three (3)
                  months, or

         g)       is an "injured employee" as defined in Section 91(1) of the
                  Industrial Relations Act 1996 (NSW) and is not fit to perform
                  the Employee's duties for three months from the time the
                  Employee first became unfit for employment




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11.2     The Employer may terminate this agreement at any time without just
         cause upon expiry of the Employer Notice Period (specified in Schedule
         1) by providing written notice from the Managing Director to the
         Employee.

11.3     The Employee may terminate this agreement with 30 days notice if the
         Employer breaches any of its material obligations under this contract,
         and has not rectified the breach within 30 days of notice of such
         breach, and shall be entitled to an amount equal to the balance of the
         salary and benefits due under the full term of the contract or six
         months salary and benefits, whichever is the lesser.

11.4     The Employee may terminate this agreement for significant and serious
         personal or family reasons by providing the Managing Director with
         prior notice in writing of a minimum period specified in Schedule 1 as
         the Employee Notice Period.

11.5     The Employer agrees that the rules of natural justice shall apply, in
         any termination of the Employee's contract by the Employer.

11.6     This agreement may be terminated at any time by mutual agreement of the
         parties.

11.7     During any period of notice referred to in this Clause 11, the Employee
         must perform his duties and responsibilities under this Agreement
         unless the Employer and Employee mutually agree to an alternative
         arrangement.

11.8     If there is a change in control as a result of a change in shareholders
         in the Employer, or any parent of the Employer such that a majority of
         Directors are appointed by a controlling shareholder and the Board of
         Directors implement a change in the Chief Executive Officer or Managing
         Director, then the Employee may, by notice in writing within 60 days of
         such events, terminate this agreement by giving 6 months notice.

12.      WHAT HAPPENS AFTER TERMINATION OF EMPLOYMENT

12.1     The Employer may set off any amounts the Employee owes the Employer
         against any amounts the Employer owes the Employee at the date of
         termination except for amounts the Employer is not entitled by law to
         set off.

12.2     The Employee must return all the Employer's property (including
         property leased by the Employer) to the Employer on termination
         including all written or machine readable material, software,
         computers, credit cards, keys and vehicles.

12.3     The Employee's obligations under the Confidentiality Agreement continue
         after termination except in respect of information that is part of the
         Employee's general skill and knowledge.

12.4     The Employee must not record any Confidential Information in any form
         after termination.

13.      RESTRAINT ON THE EMPLOYEE'S CONDUCT




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13.1     During the restraint period of 9 months after termination of the
         Employee's employment, the Employee must not

         a)       solicit, canvass, approach or accept any approach from any
                  person who was at any time during the Employee's last 12
                  months with the Employer, a Client of the Employer in that
                  part or parts of the business carried on by the Employer in
                  which the Employee was employed with a view to obtaining the
                  custom of that person in a business that is the same or
                  similar to the business conducted by the Employer, or

         b)       interfere with the relationship between the Employer and its
                  customers, employees or suppliers, or

         c)       induce or assist in the inducement of any employee,
                  consultant, customer, supplier or any other contractor of the
                  Employer to leave their employment or terminate any contract.

         For the purposes of this clause 13.1, a Client of the Employee shall
         mean any company or entity with whom the Employer has a signed
         agreement (other than a Confidentiality Agreement) under which the
         Employee has been actively involved in implementing.

13.2     The Employee acknowledges that each restriction specified in clause
         13.1 is in the circumstances reasonable and necessary to protect the
         Employees legitimate interests.

13.3     For the purpose of this Clause 13, the Employee acknowledges that the
         definition of Employer will include any subsidiary or parent of Chip
         Application Technologies Limited.

14.      INDEMNITY AND INSURANCE

14.1     The Employer agrees to defend, save harmless and indemnify the Employee
         from any demands, claims, suits, actions or other proceedings which may
         be brought against him arising from the performance of his duties and
         for any cost, loss, damage or liability arising therefrom, including
         all legal fees and disbursements incurred in connection therewith.

14.2     During the term of this Agreement, and any subsequent renewal of this
         Agreement, the Employer will provide the Employee appropriate insurance
         cover including where applicable cover under a Directors and Officers
         Liability Insurance Policy, medical,

15.      GOVERNING LAW AND ARBITRATION

         This Agreement is governed by the law applicable in New South Wales.
         Any dispute may be decided by the Australian Commercial Disputes Centre
         or equivalent body.

16.      CANCELLATION OF PREVIOUS AGREEMENTS

         From the Effective Date, this Agreement supersedes and takes the place
         of all prior oral or written agreements made between the parties, other
         than where relevant for the purposes



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of accruing long service leave and other employee benefits and confidentiality,
and any prior condition, warranty, indemnity or representation imposed, given or
made by a party.

17.      WAIVER

         The failure of either party at any time to insist on performance of any
         provision of this Agreement is not a waiver of its right at any later
         time to insist on performance of that of any other provision of this
         Agreement, provided that the lack of notice does not prejudice the
         other party's ability to rectify its or his performance.

18.      NOTICES

         Any notice which may be or is required to be given pursuant to this
         Agreement shall be sufficiently given if served personally upon the
         party for whom it is intended or if mailed by Certified Mail, in the
         case of the Employer, to it at its head office for the time being and
         in the case of the Employee, to him at his address as last shown on the
         books of the Employer. The date of receipt of such notice shall be
         deemed to be the date of delivery, if such notice is served personally,
         and five (5) days after the date of posting if sent by prepaid
         Certified Mail, except in the event of an actual or threatened, postal
         disruption in which case all notices shall be delivered.

19.      ALTERATION

         This Agreement (including its schedules) may only be altered by
         agreement in writing signed by each party.

20.      THIS AGREEMENT IS CONFIDENTIAL

         The terms of this Agreement and any subsequent amendments are
         confidential and may not be disclosed by the Employee or the Employer
         other than in a non-personalised form to any other person or company,
         other than for the purpose of obtaining professional legal or
         accounting advice, or as may be required by law or Australian Stock
         Exchange listing or reporting requirements, without the written
         approval of both parties.

21.      GENERAL

21.1     Headings are for reference only and do not affect the meaning of this
         Agreement.

21.2     In the event that any term of this agreement is inconsistent with or in
         violation of any provision of any law of NSW or Australia, it is hereby
         deemed to be amended to the extent required to avoid such inconsistency
         or illegality and, if any term of this agreement is thereby annulled,
         the remainder of this agreement shall remain in full force and effect.

21.3     Time shall be the essence of this Agreement.

21.4     Schedules 1, 2 and 3 annexed to this Agreement are for all purposes an
         integral part of this Agreement.


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IN WITNESS WHEREOF the party of the first part has affixed its corporate seal,
duly attested to by the signature of its proper signing officers in that behalf
and the party of the second part has affixed his signature the day and year
first above written.



Signed for and on behalf OF CHIP APPLICATION
TECHNOLOGIES LIMITED in the presence of



                                               /s/ [SIGNATURE ILLEGIBLE]
-----------------------------------            ---------------------------------
      Company Secretary                               Director




SIGNED SEALED AND DELIVERED BY
THE EMPLOYEE in the presence of


/s/ L.D. O'CONNOR                              /s/ JUSTIN WESCOMBE
-----------------------------------            ---------------------------------
Signature of Witness                                  5 July 1996


/s/ L.D. O'CONNOR
-----------------------------------
Name of Witness (print)



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                        EMPLOYMENT CONTRACT (CLAUSE 4.3)

                                   SCHEDULE 3

                      OTHER TERMS AND CONDITIONS OF OPTIONS

The terms and conditions of the options are as follows:

1.       ENTITLEMENT

         The Option holder is entitled to subscribe for one fully paid ordinary
         share in the capital of the Company for each Option held.

2.       ISSUE PRICE

         No amount is payable on issue of the Options.

3.       EXERCISE PRICE

         The exercise price of each Option is the exercise price referred to in
         Schedule 2.

4.       OPTION PERIOD

         Each Option may be exercised in whole or in part at any time prior to
         the Option Expiry Date set out below. Any Option that is not exercised
         will automatically expire on the Option Expiry Date.

5.       TRANSFERABILITY

         The Options may not be transferred without the prior consent of the
         Company (which consent will not be unreasonably withheld) and only in
         accordance with the Articles of Association of the Company.

6.       PARTICIPATION IN BONUS ISSUES AND CASH ISSUES

6.1      If the Company makes a bonus issue of shares or other securities
         convertible into ordinary shares pro rata to holders of ordinary shares
         (other than an issue in lieu of dividends or by way of dividend
         reinvestment pursuant to any shareholder election), the Option holder
         will be entitled to participate in such issue, upon exercise of all or
         part of the Options on or before the books closing date for that issue,
         on the same basis as the holders of ordinary shares in the capital of
         the Company.

6.2      If the Company makes an offer to subscribe for cash of ordinary shares
         pro rata to the holders of ordinary shares the Option holder will be
         entitled to participate in such offer, upon exercise of all or part of
         the Options on or before the books closing date for that offer, on the
         same basis as the holders of ordinary shares in the capital of the
         Company

6.3      The Company must notify the Option holder at least 12 business days
         before the books closing date for determining entitlements to an offer
         referred to in Clauses 6.1 or 6.2 of

         a)       the proposed terms of the issue of the offer, and


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         b)       the right to exercise his Options under Clause 6.1 or 6.2 (as
                  the case may be).

7.       ADJUSTMENTS FOR BONUS ISSUES AND CASH ISSUES

7.1      If the Company is listed on the Australian Stock Exchange and makes an
         offer for cash of ordinary shares pro rata to the holders of ordinary
         shares, the exercise price of each Option shall be reduced by the value
         of the theoretical rights entitlement per cum rights share (E) provided
         that the exercise price of each Option shall not be reduced to less
         than the nominal value of the Company" ordinary shares, where E is
         calculated in accordance with the following formula:

                  E = P - (S + D)
                      -----------
                         N + 1

         Where:

         E = theoretical value of the rights entitlement attached to each share
         (quoted cum rights)

         P = the weighted average market price of fully paid ordinary shares of
         the Company sold in the ordinary course of trading on the Australian
         Stock Exchange Limited during the five trading days after the
         announcement of the rights issue

         S = subscription price (application money plus calls) for new shares

         D = any dividends due but not yet paid on existing shares which will
         not be payable in respect of new shares issued under the rights issue

         N = number of cum rights shares required to be held to receive a right
         to one new share

         No change will be made to the number of shares to which the Option
         holder is entitled.

7.2      If the Company makes a bonus issue of shares or other securities
         convertible into ordinary shares pro rata to holders of ordinary shares
         (other than an issue in lieu of dividends or by way of dividend
         reinvestment pursuant to any shareholder election), the number of
         shares issued on exercise of each Option will include the number of
         bonus shares that would have been issued if the Option had been
         exercised prior to the books closing date for bonus shares. No change
         will be made to the exercise price.

8.       RECONSTRUCTION

         In the event of a reconstruction (including consolidation,
         sub-division, reduction or return) of the issued capital of the
         Company, the number of Options or the exercise price of Options or both
         shall be reconstructed (as appropriate) in a manner which would not
         result in any benefits being conferred on the Option holders which are
         not conferred on shareholders (subject to the provisions with respect
         to rounding of entitlements as sanctioned by the meeting of
         shareholders approving the reconstruction of capital) but in all
         respects the terms for the exercise of Options shall remain unchanged.

9.       RANKING OF SHARES ALLOTTED ON EXERCISE OF OPTIONS


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         All share allotted pursuant to the exercise of Options will, subject to
         the Memorandum and Articles of Association of the Company, rank in all
         respects (including rights relating to dividends) pari passu with the
         existing ordinary shares of the Company on issue at date of allotment.

10.      METHOD OF EXERCISE OF OPTIONS

10.1     Options may be exercised by written notice to the Secretary of the
         Company. The exercise notice must specify the number of shares required
         to be allotted, which number must be a multiple of 1,000 if only part
         of the Options are exercised, or if the total number of Options held is
         less than 1,000, then the total of all Options held must be exercised.
         Options will be deemed to have been exercised on the date that the
         application is lodged with the Secretary of the Company.

10.2     The Option holder must pay the exercise price in full to the Company on
         the date of the exercise of the Options.

10.3     The exercise of less than all of the Option holder's Options will not
         prevent the Option holder from exercising an Option in respect of the
         whole or any part of the balance of the entitlement under his remaining
         Options.

10.4     On exercise of the Options the Option holder must surrender his Option
         certificate to the Company in respect of those Options being exercised.

10.5     If the Option holder exercises less than the total number of Options
         then registered in his name:

         a)       The Option holder must surrender his Option certificate to the
                  Company, and

         b)       the Company must cancel that Option certificate and issue to
                  the holder a new Option certificate in respect of the Option
                  holder's unexercised Options.

10.6     Within 10 days of receipt of the application for the exercise of
         Options and payment by the Option holder of the exercise price of such
         Options, the Company must issue and allot to the Option holder the
         number of fully paid ordinary shares in the capital of the Company
         specified in the application.

10.7     If the Company is listed on the Australian Stock Exchange then it will
         as soon as practicable after issue make application for the shares
         issued upon exercise of Options by the Option holder to be granted
         official quotation on the Australian Stock Exchange. The Options are
         not to be listed on the ASX.

11.      COMPULSORY ACQUISITION

         If an entity ("Offeror") serves a notice on the option holder in
         accordance with section 703(4) of the Corporations Law, all options,
         which have not yet vested, become bested on the date that notice is
         served on the option holder.

         All options (including all existing options and all options that have
         been vested by virtue of the preceding paragraph) will lapse on the
         date 3 months after delivery of that notice.



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         Unless waived by written notice from the Company, the option holder
         must accept an offer to acquire all options which remain unexercised
         which is delivered in accordance with section 703(4) of the
         Corporations Law. This obligation is conditional on the terms offered
         by the Offeror being no less favourable than the offer price paid or
         payable by the Offeror in connection with the acquisition of ordinary
         shares in the Company under the Offeror's takeover scheme or take-over
         announcement, adjusted to reflect the offer for options rather than
         ordinary shares or on terms determined by a Court as contemplated by
         section 703(8) of the Corporations Law".

12.      OPTION EXPIRY DATE

         Subject to clause 11, the Option Expiry Date is the option expiry date
         referred to in Schedule 2.

13,      TAXATION

         The Employee is exclusively and solely responsible for all and any tax
         that may be payable as a result of the issue and or exercise of the
         Options and or the sale of shares resulting from the exercise of the
         Options. The Employer makes no warranty or representation in respect of
         any taxation that may be applicable to the issue and or exercise of the
         Options and or the sale of shares resulting from the exercise of the
         Options.

14.      UNEXERCISED OPTIONS

(a)      This clause 14 applies to all Unexercised Options. If there is any
         inconsistency between this clause and the other provisions of these
         Terms and Conditions in respect of the exercise of Unexercised Options,
         this clause prevails to the extent of this inconsistency.

(b)      If, at the time an Unexercised Option is exercised:

         i)       the Company is not listed on ASX: and

         ii)      the Company is a subsidiary of another company (the "Parent
                  Company") and

         iii)     the Parent Company is listed on A$X or any Approved Exchange

         the Company may, instead of issuing shares in the capital of the
         Company, elect to have the Parent Company issue one fully paid share of
         common stock in the Parent Company for each Unexercised Option held.

(c)      If the Company makes the election referred to in paragraph (b):

         i)       in lieu of the Option holder's enticement under clause 1 to
                  subscribe for one fully paid ordinary share in the capital of
                  the Company for each Option held, the Option holder will be
                  issued one fully paid share of common stock of the Parent
                  Company for each Unexercised Option held;

         ii)      in lieu of paying the exercise price to the Company in
                  accordance wit Clause 10.2, the Option holder must pay the
                  full exercise price (which would have otherwise been payable
                  to the Company) to the Parent Company on the date of exercise
                  of the Unexercised Options and the Company is authorised to
                  pay over any such moneys received by it to the Parent Company
                  without further act or authority of the Option holder; and



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         iii)     within 10 days of receipt of the application for the exercise
                  of the Unexercised Options and payment by the Option holder of
                  the exercise price of such Options, the Parent Company must
                  issue to the Option holder the number of fully paid shares of
                  common stock of the Parent Company specified in the
                  application; and

         iv)      to avoid doubt, the Option holder has no entitlement to be
                  issued or allotted any shares in the capital of the Company
                  upon exercise of the Unexercised Options.

(d)      In this Clause 14:

         "Unexercised Options" means all Options that have been granted but are
         unexercised



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Source: OneCLE Business Contracts.