MASTER COMMERCIAL HIRE PURCHASE AGREEMENT

                                NEW SOUTH WALES


                                    between


                         GE CAPITAL AUSTRALIA LIMITED
                             (A.C.N. 008 562 534)


                                      and

                         TOTAL ENERGY SYSTEMS LIMITED
                             (A.C.N. 010 876 150)
<PAGE>
 
                         GE CAPITAL AUSTRALIA LIMITED
                             (A.C.N. 008 562 534)



                                    MASTER

                      COMMERCIAL HIRE PURCHASE AGREEMENT

                                NEW SOUTH WALES



NOTE: This Master Commercial Hire Purchase Agreement can only be used:

1.)  in New South Wales: AND

2.)  if the Customer is a corporation OR, if the Customer is a natural person,
     where the Equipment to be hired and/or licensed has a cash price of more
     than $20,000: AND

3.)  if the Equipment to be hired and/or licensed includes a commercial vehicle
     or farm machinery, the cash price in respect of such Equipment is less than
     $20,000.

Our ref: nswchp.doc
<PAGE>
 
                   MASTER COMMERCIAL HIRE PURCHASE AGREEMENT

                                   Agreement
                                   Number:    CE0712

THIS AGREEMENT is made

BETWEEN:

     GE CAPITAL AUSTRALIA LIMITED (A.C.N. 008 562 534), a company incorporated
     in the Australian Capital Territory and having its principal office at 88
     Walker Street, North Sydney in the State of New South Wales, of the one
     part ("GE Capital")

AND:

     THE PARTY OR PARTIES named and described in the Schedule hereto, of the
     other part ("Customer").

                             PART 1 - PRELIMINARY

1.1  Definitions

     In this Agreement unless the context otherwise requires:

     "Acceptance Date" means, in relation to any Equipment, the date that the
     Supplement for that Equipment is accepted by GE Capital;

     "Customer" means the party or parties described in the Schedule to this
     Agreement as the Customer (and where more than one reference to "Customer"
     is a reference to them jointly, each of them severally, and to any two or
     more of them jointly) and, in the case of an individual, his executors and
     administrators and, in the case of a company, its successors;

     "Discount Rate" means the rate per centum per annum equal to the gross
     internal rate of return applied by GE Capital in calculating the Periodic
     Payments payable for the hire and/or licence of any Equipment less four per
     centum (4%);

     "Equipment" means the goods specified in any Supplement(s) to this
     Agreement;

     "Expiry Date" means, in relation to any Equipment, the last day of the
     Payment Period of the Supplement in which that Equipment is specified or
     such other later date as GE Capital agrees to in writing;

     "GE Capital" means GE Capital Australia Limited and its successors and
     assigns.

                                       2
<PAGE>
 
     "Installation Site" means the installation site of any Equipment as
     specified by the Customer in a Supplement;

     "Officer" means a duly authorized representative of GE Capital;

     "Payment Period" means the period during which the Customer shall make
     Periodic Payments as set out in Clause 2.4 hereof;

     "Periodic Payments" means the payments referred to in a Supplement.

     "Supplement" means a supplement to this Agreement which refers to this
     agreement and which has been signed by the Customer and accepted by GE
     Capital;

     "Supply Agreement" means the agreement for the supply of Equipment between
     the Customer and the original supplier.

1.2  Formation of Agreement

     This Agreement and any Supplement shall not bind GE Capital unless and
     until it has been accepted and signed on behalf of GE Capital by an Officer
     of GE Capital at its Head Office in Sydney. The signing of this Agreement
     and of any Supplement on behalf of GE Capital shall of itself and without
     notice thereof to the Customer constitute an acceptance creating a contract
     between GE Capital and the Customer. Such acceptance shall be evidenced by
     the return to the Customer in the case of this Agreement of an
     acknowledgment copy of this Agreement and in the case of any Supplement, an
     acknowledgment copy of such Supplement, signed by an Officer of GE Capital.

1.3  Term of Agreement

     This Agreement shall be effective and bind the Customer from the date from
     which it is signed on behalf of GE Capital and shall continue, unless
     sooner terminated in accordance with this Agreement, in full force and
     effect until all the Customer's obligations hereunder and under any
     Supplement are fulfilled.

1.4  Supplements

     This Agreement shall be read in conjunction with any Supplement, which
     shall be construed as an integral part of this Agreement. The Customer
     agrees that a Supplement shall be effective and bind the Customer from the
     date on which it is accepted by GE Capital and that the Customer shall be
     obliged to take delivery of and take on hire and/or take on licence the
     Equipment specified in the Supplement and observe and perform its
     obligations contained herein with respect to that 

                                       3
<PAGE>
 
     Equipment as from the date of such acceptance including, without limiting
     the generality of the foregoing, its obligations to insure the Equipment
     from the date that Equipment is delivered to the Customer.

                   PART II - DELIVERY AND METHOD OF PAYMENT

2.1  Hire

     In accordance with the terms and conditions of this Agreement, GE Capital
     agrees, at the Customer's request from time to time, to acquire Equipment
     as specified in a Supplement and to hire that Equipment to the Customer.

2.2  Commencement of Hire

     The hire of any Equipment specified in a Supplement shall commence
     immediately on the date of the delivery of that Equipment to the Customer
     and shall continue, subject to Clause 2.6, until the last day of the
     Payment Period of that Supplement.

2.3  Delivery

     (a)  The Customer shall arrange for delivery of the Equipment specified in
          a Supplement to the Customer's Installation Site and ensure that the
          Equipment is installed and made ready for operation in accordance with
          the manufacturer's specifications, all at no cost to GE Capital.

     (b)  The Customer agrees that GE Capital shall have no responsibility to
          the Customer for or arising out of any delay in delivery of any
          Equipment. The Customer and not GE Capital shall bear the risk of
          damage to the Equipment incurred in the course of delivery.

     (c)  GE Capital does not at any time make any representation or warranty
          that the premises in which the Equipment is to be installed are in a
          condition suitable for the delivery, installation or operation of the
          Equipment.

2.4  Periodic Payments

     (a)  A Supplement shall specify a payment period (hereinafter called the
          "Payment Period") which shall commence on the first day of the month
          following the last Acceptance Date to occur with respect to the
          Equipment specified in that Supplement and shall continue for the
          number of complete calendar months specified in that Supplement.

     (b)  The Customer shall pay to GE Capital the Periodic Payments specified
          in a Supplement in advance as follows:

                                       4
<PAGE>
 
          (i)  the first Periodic Payments shall be paid on the first day of the
               Payment Period; and

          (ii) the remaining Periodic Payments shall be paid on the first day of
               each and every month (or such other periodic period as may be
               specified in that Supplement) during the Payment Period of that
               Supplement.

     (c)  The Periodic Payments specified in a Supplement shall be paid in
          Australian dollars to GE Capital at its address specified above or at
          such other place as GE Capital may direct.

     (d)  The Periodic Payments payable in respect of Equipment supplied under
          Supplements from time to time shall be calculated by reference to GE
          Capital's costs of funds current at the time of acceptance by GE
          Capital of such Supplement.

     (e)  The Customer shall pay any other moneys payable under this Agreement
          directly to GE Capital.

2.5  Overdue Moneys

     If any Periodic Payment or other moneys payable hereunder remain unpaid for
     more than ten (10) days after the due date for payment thereof, the
     Customer shall pay interest on those moneys calculated on a daily basis at
     the rate equal to the aggregate of the 90 Days Bank Bill Swap Reference
     Rate as published in the Australian Financial Review on the date on which
     the Overdue Moneys first become payable and 4% per annum from and after
     such due date until payment of such moneys in full to GE Capital. The
     Customer acknowledges that such interest is a genuine pre-estimate of GE
     Capital's cost of funding such overdue moneys and is not a penalty.

2.6  Option to Purchase Equipment

     If the Customer is not in breach of any term of this Agreement and no event
     of default as specified in Clause 3.15 has occurred that it is continuing,
     the Customer may, at any time during or upon the last day of the Payment
     Period of a Supplement, elect to purchase, subject to clause 3.9, the
     Equipment specified in that Supplement by:

     (a)  giving fourteen (14) days prior written notice to GE Capital; and

     (b)  where the Customer elects to purchase that Equipment during the
          Payment Period of that Supplement - paying to GE Capital an amount
          equal to the total Periodic Payments

                                       5
<PAGE>
 
          payable over the balance of the Payment Period of that Supplement
          brought to a present value as at the date upon which the next
          following Periodic Payment is due to be paid after the expiration of
          the fourteen (14) day period referred to in paragraph (a) hereof ("the
          Exercise Date") by applying the Discount rate to each such Periodic
          Payment over the period by which the date for payment thereof is by
          virtue of this Clause brought forward together with an amount equal to
          any stamp duty payable in respect of such rebated total; and

     (c)  paying to GE Capital the amount of any other moneys due, owing or
          payable to GE Capital by the Customer under this Agreement and upon
          receipt by GE Capital of all such moneys on or before the Exercise
          Date, GE Capital shall sell that Equipment to the Customer on the
          Exercise Date PROVIDED THAT unless and until the Customer makes such
          election, GE Capital shall retain full title and property to and in
          that Equipment and the Customer shall be bailee of the Equipment only
          to use the same subject to the terms and conditions contained herein.
          The Customer expressly agrees and acknowledges that the option to
          purchase contained in this Clause shall not extend or apply to any
          Software whatsoever.

                     PART III GENERAL TERMS AND CONDITIONS

3.1  Use of Equipment

     The Customer agrees that the Equipment shall be used in a proper and
     skillful manner by properly trained and competent persons in compliance
     with the manufacturer's requirements, recommendations and instruction
     manuals and with all laws, rules and regulations of the jurisdiction
     wherein the Equipment is located from time to time. The Customer shall pay
     all costs, expenses, fees and charges incurred in connection with the use
     and operation of the Equipment including but not limited to supplies,
     fittings and accessories.

3.2  Control of Equipment

     The Customer shall at all times retain possession and control of the
     Equipment and shall not, without the prior written consent of GE Capital,
     sell, assign, pledge, lease, mortgage, charge, let or hire, part with
     possession of or otherwise dispose of or deal with the Equipment or any pan
     thereof or its interest therein or any part thereof, or remove any item of
     Equipment from the Installation Site and the Customer shall not agree,
     attempt, offer or purport to do any such things.

                                       6
<PAGE>
 
3.3  Registration and Insurance of Motor Vehicles or Prescribed Goods

     (a)  if the Equipment is a motor vehicle, the Customer shall have and keep
          at its own cost the same duly registered at all times as required by
          any relevant law in the name of the Customer as if it were the owner
          and have and keep the same insured against third party risk to the
          extent required by law by a policy insuring to the benefit of both
          parties hereto.

     (b)  if the Equipment consists of goods to which a register of security
          interest or encumbrances applies in the relevant State of Territory,
          the interests of GE Capital shall be registered in the appropriate
          register as owner of the Equipment.

     (c)  if the Equipment consists of goods GE Capital's title to which may be
          defeated by a subsequent bona fide purchaser of the goods for value
          without notice of GE Capital's interest, the Customer shall ensure
          that the goods are sufficiently identified, marked and displayed so as
          to put third parties on notice of the ownership of GE Capital in the
          goods. GE Capital may at anytime affix such identifying plates or
          marks on or to the goods and will at all reasonable times be given
          access to the goods for such purposes. The Customer shall indemnify GE
          Capital to the full value of the Equipment should GE Capital's
          interest and title to the Equipment be lost through the Customer's
          breach of this provision.

3.4  Maintenance and Repairs

     (a)  The Customer agrees that the Equipment shall be maintained in a proper
          and skillful manner by properly trained and competent persons in
          compliance with the manufacturer's requirements, recommendations and
          instruction manuals and with all laws, rules and regulations of the
          jurisdiction wherein the Equipment is located from time to time. The
          Customer shall pay all costs, expenses, fees and charges incurred in
          connection with maintenance of the Equipment.

     (b)  The Customer shall keep the Equipment in proper and secure premises
          and shall at all times, at its own expense, keep the Equipment in
          proper working order and in as good condition and repair as when
          delivered (reasonable wear and tear expected) and shall, if the
          Equipment shall be or become in any way out of order or in need of
          repair, have the same repaired by skilled and competent persons.

                                       7
<PAGE>
 
     (c)  The Customer shall permit GE Capital to enter upon the premises
          whereon the Equipment may or is supposed to be during the normal
          business hours of the Customer provided reasonable notice (except in
          an emergency where no notice shall be required) it is first given to
          the Customer for the purpose of inspecting and testing the condition
          thereof or examining the state of repair thereof and GE Capital may
          serve upon the Customer a notice in writing of any defect or damage
          for the repair or replacement of which the Customer may be responsible
          hereunder requiring the Customer within a reasonable time to repair or
          replace the same. The Customer shall at all times comply with the
          reasonable requirements of GE Capital as to the repair, renewal or
          replacement of any Equipment in respect of which the Customer is
          liable. In the event of the Customer failing to carry out the
          requirements of GE Capital it shall be lawful but not obligatory for
          GE Capital to enter upon such premises with workmen and others and all
          necessary materials for the purposes of carrying out such
          requirements. The Customer shall reimburse GE Capital on demand for
          all costs reasonably incurred by GE Capital pursuant to this Clause.

     (d)  The Customer shall notify GE Capital in writing immediately if any
          defect or fault (except those of a trivial nature) occurs in the
          Equipment or if any repairs (except those of a trivial nature) become
          necessary for the satisfactory working of the Equipment.

3.5  Taxes, Stamp Duty and Costs

     The Customer agrees to pay and indemnify GE Capital against any and all
     taxes, costs, fees, duties (Including stamp duty, if any, except where the
     payment of such stamp duty by the Customer is prohibited by law) or levies
     now or hereafter imposed or paid or payable by GE Capital or payable by the
     Customer, in respect of this Agreement, any of the matters contained
     herein, the Equipment, any Supplement, Periodic Payments or the receipt by
     GE Capital of any moneys hereunder, together with any penalties or fines in
     respect of late payment or non-payment thereof and the Customer shall also
     pay all other costs, expenses and outgoings (including legal costs on a
     solicitor and client basis) incurred by GE Capital in relation to this
     Agreement or in the exercise or attempted exercise of any rights or powers
     conferred on GE Capital hereunder or by the general law.

3.6  Risk

     (a)  The Customer shall bear all risk of loss of, damage to or destruction
          of the Equipment from date of delivery to the Customer's premises
          until the Equipment is returned to GE 

                                       8
<PAGE>
 
          Capital whether or not the Equipment is covered by insurance.

     (b)  The Customer assumes all risks and liability for the Equipment and for
          the use, operation, maintenance, repair and storage thereof (including
          but not limited to loss of profits, loss of revenue, consequential
          damage, inconvenience or loss of use for any period of time) and for
          injuries to or deaths of persons and damage to property however
          arising from or incidental to such use, operation, maintenance, repair
          or storage whether such injuries to or deaths of persons be of agents
          or employees of the Customer or of third parties or such damage to
          property be of the Customer or of third parties.

3.7  Insurance

     (a)  The Customer shall at its own cost and in the name of GE Capital and
          the Customer for their respective rights and interests keep the
          Equipment insured for an amount not less than the full insurable value
          thereof with some reputable insurance company in Australia in such
          form and subject to such conditions and covering all such risks as GE
          Capital may from time to time require, and, in the absence of any
          nomination, against loss or damage occassioned by fire, accident
          theft, windstorm, malicious act, storm, tempest, explosion, rain,
          water, flood, earthquake and lightning. In addition, the Customer
          shall at its own cost take out and maintain insurances against public
          risk liability and other risks which a reasonably prudent
          businessperson would insure against. The Customer shall deliver such
          insurances to GE Capital upon demand and shall duly and punctually pay
          all premiums necessary for effecting and keeping such insurances in
          force and shall furnish to GE Capital upon demand such certificates or
          other satisfactory evidence of the maintenance of the insurances
          required hereunder.

     (b)  The Customer shall keep the Equipment insured from the date it is
          delivered to the Customer until the same is returned to GE Capital in
          accordance with this Agreement.

     (c)  The Customer shall not do or permit or suffer any act, matter or thing
          whereby. such insurances may be prejudicially affected or invalidated.

     (d)  GE Capital shall be entitled to receive all moneys payable under the
          insurances referred to in Clause 3.7(a) hereof and all moneys which
          may be payable by and any other person in respect of damage to or loss
          of the 

                                       9
<PAGE>
 
          Equipment and the Customer hereby appoints GE Capital its attorney to
          recover and/or compromise in its and their names any claim for loss or
          damaize under those insurances or otherwise and to give effectual
          releases and receipts for the same and hereby irrevocably authorises
          GE Capital to appropriate any insurance or other moneys received by it
          as its option towards repair and/or restoration of the Equipment or
          towards any moneys due or payable by the Customer hereunder or on any
          other account whatsoever.

     (e)  The Customer shall notify GE Capital in writing within twenty four
          (24) hours immediately following any loss or damage to the Equipment
          howsoever caused or after the occurence of any event which could or
          might lead to a claim under any insurance effected in respect of the
          Equipment.

     (f)  In the event of any total or substantial loss or destruction of any
          Equipment, GE Capital may by notice in writing to the Customer
          terminate this Agreement with respect to that Equipment and the
          Customer shall within seven (7) days of such notice of termination pay
          to GE Capital an amount equal to whichever is the greater of:

          (i)  an amount equal to the amount specified as liquidated damages
               pursuant to Clause 3.17 as if such loss or destruction of that
               Equipment were a breach of an essential term of this Agreement;
               or

          (ii) the value of the Equipment immediately prior to such loss or
               destruction, such value being certified by a dealer or licensed
               valuer in similar or like goods to that Equipment as selected by
               GE Capital.

          PROVIDED TRAT GE Capital shall give credit to the Customer for any
          insurance moneys or proceeds of salvage received by it if and when
          received but only to the extent of the aforesaid amount.

3.8  Indemnities

     (a)  The Customer shall indemnify GE Capital, its representatives and
          authorized sub-contractors and any assignee of GE Capital from and
          against any and all losses, damages, injuries, claims, liabilities,
          demands and expenses, including reasonable legal fees and expenses and
          claims for loss of profits and/or economic damage, of any nature
          arising out of the installation, maintenance, removal, use, repair,
          condition, storage or operation of the Equipment or any part thereof.

                                       10
<PAGE>
 
     (b)  The Customer shall indemnify GE Capital, its representatives and
          authorized sub-contractors and any assignee of GE Capital from and
          against all losses, damages, claims, penalties, liabilities and
          expenses of any nature caused by, to, or in respect of the Equipment
          including (without limitation):

          (i)   loss by seizure under distress for rent, execution or other
                legal process; and

          (ii)  loss, destruction or damage to the Equipment by fire, accident
                or any other cause whatsoever; and

          (iii) any claims arising out of the use, operation or keeping of the
                Equipment

     (c)  The indemnities referred to herein shall continue in full force and
          effect notwithstanding the termination of this Agreement or any
          Supplement with respect to any Equipment.

3.9  Ownership

     (a)  Subject to Clause 2.6, the Equipment is, and shall at all times be and
          remain, the property of GE Capital or a related company of GE Capital.
          The Customer shall have no right, title and interest therein or
          thereto except as expressly set forth herein.

     (b)  Notwithstanding anything herein contained:

          (i)  the Customer agrees and acknowledges that any operating or
               application software comprised in any of the Equipment (and all
               upgrades thereto) (together "Software") is licensed to the
               Customer under the terms of a software license provided by the
               supplier or proprietor thereof and GE Capital shall have no
               obligations in respect thereof; and

          (ii) the Customer shall have no right, title or interest in and to
               such Software save as expressly provided in the license.

3.10 Affixation to Realty

     Except to the extent necessary to enable the proper use of the Equipment,
     the Customer shall not cause or permit the Equipment to be affixed to any
     real property or improvements thereon and it is expressly agreed that the
     Equipment is, and shall at all times be and remain, personal property
     notwithstanding that the Equipment or any part thereof may now be or
     hereafter become, in any manner, affixed or attached to 

                                       11
<PAGE>
 
     real property or any improvements thereon and it shall not thereby become
     or be deemed to become a fixture but shall be removable by GE Capital in
     accordance with this Agreement notwithstanding such affixation.

3.11 Acknowledgment of GE Capital's Interest

     The Customer shall not install, use or place the Equipment or cause or
     suffer it to be installed, used or placed, upon any premises held or
     occupied by it as lessee, under-lessee or licensee or which are the subject
     of any mortgage or charge unless the Customer shall first deliver to GE
     Capital an acknowledgement in writing signed by the owner of the premises
     and/or the mortgagee or chargee, as the case may be, that the Equipment is
     and shall remain the property of GE Capital and shall not be or become
     landlord's fixtures or a part of the land or subject to any such mortgage
     or charge notwithstanding that the Equipment may be affixed to the land in
     any manner whatsoever and that GE Capital may at any time enter on the
     premises and detach and remove such of the Equipment as shall be on the
     premises.

3.12 Liens over Equipment

     The Customer shall not suffer any encumbrance, charge or lien of any kind
     to arise or remain on the Equipment arising or resulting from any act of
     the Customer except:

     (a)  a repairer's lien in which event the Customer shall take the necessary
          steps to have it removed or satisfied forthwith provided however that
          if GE Capital so determines it may remove or satisfy the lien at its
          cost and the Customer shall indemnify GE Capital therefore; and

     (b)  such lien or charge as may arise by law in respect of unpaid rates,
          taxes, fees or duties of any kind whatsoever in which event the
          Customer shall forthwith pay the same so that the Equipment will be
          free of any lien or charge.

3.13 Assignment and Sub-Contractors

     The Customer shall not, without the prior written consent of GE Capital,
     assign this Agreement or any of its rights hereunder. GE Capital may assign
     this Agreement or any of its rights hereunder and may sell, assign, pledge,
     mortgage, charge or otherwise dispose of or deal with the Equipment or any
     part thereof or its interest therein or any part thereof GE Capital may, in
     its absolute discretion, sub-contract any of its obligations under this
     Agreement.

                                       12
<PAGE>
 
3.14 Essential Terms

     The Customer and GE Capital expressly agree and declare that the Customer's
     covenants and obligations contained or implied in:

     (a)  Clause 2.4 to pay the Periodic Payments specified in any Supplement in
          the amounts and at the times specified in that Supplement and to pay
          the same punctually;

     (b)  Clause 3.1 as to the use of the Equipment;

     (c)  Clause 3.7 to insure the Equipment; and

     (d)  Clause 3.19 to surrender the Equipment and pay the moneys referred to
          therein punctually are essential terms of this Agreement and that the
          breach, non-observance or non-performance of any one or more of such
          covenants or obligations shall be deemed to be a breach of an
          essential term of this Agreement by the Customer PROVIDED THAT the
          presence of this Clause in this Agreement shall not mean or be
          construed as meaning that there are no other essential terms in this
          Agreement.

3.15 Default

     In the event that:

     (i)   the Customer defaults in the payment of any Periodic Payment or other
           sum payable hereunder; or

     (ii)  the Customer defaults in the observance or performance of any of the
           other essential terms referred to in Clause 3.14 hereof, or

     (iii) the Customer defaults in the observance or performance of any other
           term of condition herein and such default is not remedied within
           thirty (30) days after notice thereof to the Customer by GE Capital;
           or

     (iv)  an order is made, a petition or summons is filled or a resolution is
           passed for the winding up of the Customer other than for the purposes
           of reconstruction or amalgamation; or

     (v)   the Customer ceases or threatens to cease to carry on its business or
           to dispose of the whole or a substantial part of its undertaking or
           the Customer is unable to pay its debts; or

     (vi)  a receiver and/or manager or official manager or provisional
           liquidator is appointed, or an 

                                       13
<PAGE>
 
           encumbrancer takes possession of the whole or a substantial part of
           the undertaking or assets of the Customer. or proceedings are taken
           against the Customer and no defence is entered; or

     (vii)  any distress, execution, sequestration or other process is levied
            against the property of the Customer and the amount of the judgment
            is not paid out or discharged within seven (7) days; or

     (viii) the Customer convenes a meeting or enters or proposes to enter into
            an arrangement or composition with its creditors; or

     (ix)   the Customer becomes insolvent or conunits any act of bankruptcy; or

     (x)    without the prior written consent of GE Capital, whose consent will
            not be unreasonably withheld, effective control of the Customer is
            altered to any material extent from that subsisting at the date of
            this agreement. For the purposes of this clause effective control"
            of the Customer means:

            (a) control of the composition of the Board of Directors of the
                Customer; or

            (b) control of more than half of the voting power of the Customer;
                or

            (c) control of more than half of the issued capital of the Customer
                excluding any part of it which carries no right to participate
                beyond a specified amount in the distribution of either profit
                or capital.

     (xi)   where the Customer is a partnership, there is, without the prior
            written eonsent of GE Capital any change in the composition of the
            partnership except where such change arises as a result of death or
            disability of a partner.

     THEN in any such event GE Capital, without prejudice to any other right or
     remedy of GE Capital herein contained or implied or at general law
     (including the rights of GE Capital under Clause 3.17 when the event is
     also a breach of an essential term of this Agreement), may at its option:

     (a)    proceed by appropriate court action or actions, either at law or in
            equity, to enforce performance by the Customer of the applicable
            covenants and terms of this 

                                       14
<PAGE>
 
          Agreement or to recover damages for the breach thereof, and/or

      (b)   by notice in writing to the Customer, terminate this Agreement with
            respect to all or any part of the Equipment hired and/or licensed
            hereunder, whereupon all the interest of the Customer in such
            Equipment (hereinafter referred to as "Relevant Equipment") shall
            cease (but the Customer shall remain liable hereinafter provided)
            and in such event the Customer shall forthwith return the Relevant
            Equipment to GE Capital at such place nominated by GE Capital and in
            default thereof GE Capital may at any time retake possession of the
            Relevant Equipment and the Customer hereby authorises GE Capital to
            enter upon any premises where the Relevant Equipment may be located
            and take possession of the same and the Customer hereby waives and
            releases GE Capital from any liability for any damage occasioned by
            the repossession of the same.

3.16  Rights of Termination

      Without prejudice to any other rights and remedies of GE Capital hereunder
      or at general law, in the event of the termination of this Agreement
      pursuant to Clause 3.15(b), GE Capital may:

      (i)   retain all Periodic Payments and other moneys heretofore paid by the
            Customer; and

      (ii)  re-hire, re-licence or lease or rent all or any part of the Relevant
            Equipment for such consideration upon such terms as GE Capital
            thinks fit, or, at its absolute discretion, sell all or any part of
            the Equipment at public or private sale upon terms as GE Capital
            thinks fit.

3.17  Liquidated Damages

      Where the Customer breaches or fails to observe or perform an essential
      term of this Agreement and GE Capital terminates this Agreement with
      respect to any Equipment under Clause 3.15(b) or by virtue of its rights
      and remedies at general law, then in addition to and without prejudice to
      any other right or remedy of GE Capital herein contained or implied or at
      general law, the Customer shall pay to GE Capital forthwith upon such
      termination as and by way of liquidated damages an amount equal to the
      aggregate of:

      (a)   all Periodic Payments and other moneys due and payable but unpaid
            under any of the terms hereof and payable

                                       15
<PAGE>
 
            with respect to the Relevant Equipment as at the date of
            termination; and

      (b)   the total unpaid Periodic Payments which would have been payable
            over the balance of the Payment Period (as specified in the
            Supplement applicable to the Relevant Equipment) had this Agreement
            not been terminated with respect to the Relevant Equipment brought
            to a present value as at the date of termination by applying the
            Discount Rate to each such Periodic Payment over the period by which
            the date for payment thereof is by virtue of this Clause brought
            forward together with an amount equal to any stamp duty payable in
            respect of such rebated total; and

      (c)   the costs and expenses, if any, incurred by GE Capital in
            repossessing the Relevant Equipment and in entering upon and
            removing that Equipment from the premises whereon they or any part
            of them are and in making good any injury caused in the said
            premises or to the property of any person by such entry and of
            repairs reasonably necessary to bring the Relevant Equipment to a
            saleable condition and in storing, registering and insuring the
            Relevant Equipment; and LESS AN AMOUNT EQUAL TO:

            (i)   where the Equipment has come into the possession of GE Capital
                  and has been sold by GE Capital, the gross proceeds of sale
                  actually received by GE Capital less all costs and expenses of
                  and incidental to such sale; or (ii) where the Equipment has
                  come into the possession of GE Capital and has been re-hired,
                  re-licensed, leased or rented by GE Capital, the gross
                  payments to be received on any re-hire, re-licence, lease or
                  rental which will fall due for payment in the period between
                  the date of termination of this Agreement and the date on
                  which the relevant Supplement would have expired had it not
                  been terminated, less all costs and expenses of and incidental
                  to such re-hire, re-licence, lease or rental, as the case may
                  be.

3.18  Other Terminations Provisions

      (a)   GE Capital may ship the Relevant Equipment to any location it
            desires in order to effect a re-hire, re-licence, leasing, renting
            or sale.

      (b)   In addition to the foregoing, GE Capital shall be entitled to
            recover from the Customer any and all damages which GE Capital shall
            sustain by reason of any

                                       16
<PAGE>
 
            breach by the Customer of any of the covenants and terms of this
            Agreement, together with a reasonable sum for legal fees (including
            fees on a solicitor and client basis) and such expenses as shall be
            expended or incurred in the seizure, hire, lease, licence, rental or
            sale of the Equipment.

      (c)   Without limiting Clause (b) above the Customer. agrees to pay or
            reimburse GE Capital on demand for the costs, charges and expenses
            of GE Capital in connection with the contemplated or actual
            enforcement. or preservation of any rights under this Agreement
            (including, without limitation, any legal fees on a full indemnity
            basis or solicitor and own client basis, whichever is the higher).

      (d)   The Customer hereby authorizes GE Capital to enter any premises
            occupied by the Customer during ordinary business hours for the
            purpose of exercising its rights under Clauses 3.16, 3.17 and 3.18.

      (e)   The rights and remedies herein provided in favor of GE Capital in
            the event of default shall not be deemed to be exclusive, but shall
            be cumulative and shall be in addition to all other remedies
            available to GE Capital at law, in equity or in bankruptcy.

      (f)   GE Capital may from time to time, and on such conditions as it
            thinks fit, waive its rights arising under Clauses 3.15, 3.16, 3.17
            and 3.18 or otherwise, but no such waiver shall affect its rights
            under those Clauses or otherwise in respect of any further
            continuing or recurring default, breach or event and the taking of
            possession of the Relevant Equipment by GE Capital shall not
            constitute a waiver of any claim of GE Capital for liquidated
            Damages.

      (g)   The amount to be deducted under Clause 3.17(i) and (ii) shall not
            exceed the total of the amount referred to in Clause 3.17(a) to (c)
            inclusive.

      (h)   If the Relevant Equipment is not returned to or recovered by GE
            Capital within fourteen (14) days of the date upon which GE Capital
            is entitled to repossess the Relevant Equipment, no credit shall be
            given under Clause 3.17 until that equipment comes into the actual
            possession of GE Capital provided that GE Capital shall be under no
            obligation to take steps to recover possession of that Equipment.

      (i)   The Customer acknowledges that the amount referred to in Clause 3.17
            as Liquidated Damages has been assessed

                                       17
<PAGE>
 
            as a reasonable pre-estimate for loss of profit and other costs and
            losses incurred by GE Capital as a result of an early termination of
            this Agreement with respect to the Relevant Equipment and the
            establishment costs associated with this Agreement.

      (j)   Notwithstanding any termination of this Agreement (for breach of an
            essential term or otherwise) or the repudiation of this Agreement by
            the Customer and the acceptance thereof by GE Capital, the
            provisions of Clauses 3.15, 3.16, 3.17 and 3.18 shall continue as
            remedies available to be exercised by GE Capital. This Clause shall
            not limit the generality of any other Clause which would otherwise
            survive the termination of this Agreement.

3.19  Surrender

      (a)   Upon the Expiry Date of any Equipment- the Customer shall, if it has
            not elected to purchase that Equipment under Clause 2.6, at its own
            cost assemble that Equipment at a place designated in writing by GE
            Capital and surrender possession of that Equipment to GE Capital.

      (b)   If the Customer fails to so surrender possession of any Equipment in
            accordance with Clauses 3.19(a), GE Capital may repossess the same
            and for this purpose may exercise the rights and powers referred to
            in Clauses 3.15(b), 3.18(b), (c), (d) and (e).

3.20  Limitation of Warranties and Liability

      (a)   The Customer acknowledges that in deciding to hire the Equipment and
            in entering into this Agreement and any Supplement the Customer has
            not relied in any way on GE Capital's skill or judgement and that
            the Customer has satisfied himself as to the condition and
            suitability of Equipment and its fitness for the Customer's
            purposes. The Customer acknowledges that the Customer prior to the
            execution hereof examined the Equipment and satisfied himself as to
            compliance with the description herein as well as its condition,
            suitability and fitness.

      (b)   To the extent permitted by law, all warranties, representations.
            promises, conditions or statements regarding any Equipment or
            services to be supplied or performed hereunder, either express or
            implied, including, without limiting the generality of the
            foregoing, warranties, representations, promises, conditions or
            statements as to the suitability or

                                       18
<PAGE>
 
            fitness of any Equipment or services for any particular application,
            other than those expressly referred to herein, are hereby expressly
            excluded.

      (c)   To the extent permitted by law, GE Capital shall under no
            circumstances be liable in any way whatsoever to the Customer nor
            shall the Customer have any remedy, in respect of any claim (whether
            contractual, tortious, statutory or otherwise) for any form of
            damages, losses, costs, injury or harm sustained or incurred by the
            Customer in consequence of or resulting directly or indirectly out
            of the supply, performance or use of any Equipment or in any other
            goods or services supplied hereunder or by any third party or out of
            any breach, default, fault or negligence of GE Capital in or in
            connection with this Agreement or otherwise.

      (d)   Without limiting the generality of Clause 3.20(b) hereof, but
            subject to Clause 3.20(d) hereof, the Customer agrees that GE
            Capital shall not be liable in respect of any claim of the Customer
            (whether contractual, tortious, statutory, or otherwise) for any
            special, incidental, indirect, or consequential damages or for any
            loss of profits, revenue or data even if GE Capital should have been
            advised of the possibility of such potential loss or damage. The
            Customer is solely responsible for the protection and backup of all
            data and software used in conjunction with the Equipment.

      (e)   The terms and conditions in this Agreement that exclude or limit GE
            Capital liability shall apply only to the extent permitted by law.
            Provisions of ihe Trade Practices Act, 1974 (as amended) ana other
            statutes from time to time in force in Australia may apply
            warranties or conditions or impose obligations upon GE Capiial which
            cannot be excluded, restricted or modified or cannot be excluded,
            restricted or modified except to a limited extent. This Agreement
            shall be read and construed subject to any such statutory
            provisions. If any such statutory provisions apply, then to the
            extent to which GE Capital is entitled to do so, its liability under
            those statutory provisions shall be limited at its option to:

            (A)  in the case of the supply of goods:

                 (i)    the replacement of the goods or the supply of equivalent
                        goods; or

                 (ii)   the payment of the cost of replacing the goods or of
                        acquiring equivalent goods; or

                                       19
<PAGE>
 
                 (iii)  the payment of the cost of having the goods repaired; or

                 (iv)   the repair of the goods; or

                 (v)    the reftinding to the Customer of the price or fees paid
                        in respect of the goods giving arise to the liability;
                        and

            (B)  in the case of services:

                 (i)    the supplying of the services again;

                 (ii)   the payment of the cost of having the services performed
                        again: or

                 (iii)  the refunding to the Customer of any sums paid in
                        respect of such services.

3.21  Delays

      GE Capital shall make every effort to perform its obligations to the
      Customer on time, but shall not be liable for the consequences of any
      delays in performance caused by any event beyond its reasonable control,
      including acts of God, war, fire, flood, strike or labour dispute, riot or
      civil commotion, sabotage or any act of omission of the Customer or of a
      third party.

3.22  Legal Notice

      Unless otherwise provided in this Agreement any notice required or
      permitted to be given hereunder to the parties hereto will be deemed to
      have been duly given if in writing and delivered in person or sent by
      telegram or telex or mailed by first-class, registered or certified mail,
      postage prepaid and addressed to the Customer, or GE Capital, as the case
      may be, at its address set forth herein.

3.23  Certificate

      A statement in writing signed by an Officer of GE Capital of an amount due
      or owing hereunder as at the date mentioned in such statement and/or as to
      any other matter or thing concerning or touching the subject matter of
      this Agreement (including the Discount Rate) shall, in the absence of
      manifest error, be conclusive evidence that such amount is due or owing
      hereunder and/or of all such matters or things as are therein set forth.

                                       20
<PAGE>
 
3.24  Waiver

      (a)   No time, indulgence or waiver of its rights under this Agreement
            granted or purported to be granted by GE Capital shall prejudice or
            effect GE Capital's interest or rights hereunder or constitute a
            waiver or release of any breach hereof by the Customer unless made
            expressly by notice in writing from GE Capital to the Customer and
            then only in respect to the specific breach referred to.

      (b)   Any failure by GE Capital to insist upon strict performance of any
            of the terms and conditions of this Agreement or any delay by GE
            Capital in exercising any of its rights and remedies shall not
            constitute a waiver or variation of such terms and conditions or a
            waiver of any default of the remedy therefore.

3.25  Severability

      If any of the provisions of this Agreement are or shall become
      unenforceable, void, voidable or illegal then any such term or provision
      shall be of no force or effect whatsoever and shall be severed and be
      deemed to have formed no part hereof ab initio and the other provisions of
      this Agreement shall continue in full force and effect.

3.26  Blank Spaces

      The Customer herein irrevocably authorises GE Capital to complete any
      blank spaces appearing in this Agreement or in any Supplement.

3.27  Alterations

      Subject to the obligations of the Customer under Clause 3.4, the Customer
      shall not make or permit to be made any alterations to the Equipment or
      affix or install or permit to be affixed or installed any accessories,
      equipment or device thereon or thereto without the prior written consent
      of GE Capital and all parts, accessories, equipment or devices which are
      affixed to or installed upon or in the Equipment shall be deemed to be
      part of the whole and be the property of GE Capital and subject to all of
      the terms and conditions of this Agreement.

3.28  The Rights of GE Capital

      If the Customer fails to carry out any of the provisions of this
      Agreement. GE Capital may without prejudice to any of its other rights or
      remedies do all things and pay all money necessary to make good such
      default to the satisfaction of GE

                                       21
<PAGE>
 
      Capital and any moneys so paid shall be reimbursed to GE Capital upon
      demand. The Customer acknowledges that GE Capital is at liberty to pay any
      broker or dealer or any other person who may have introduced the Customer
      to GE Capital or whom otherwise may have been concerned in arranging this
      Agreement a commission or otherwise confer a benefit upon such person in
      respect of any such referral or arrangements.

3.29  Miscellaneous

      (a)   The Customer acknowledges that it has read this Agreement (including
            the terms and conditions set out on each page thereof), understands
            it and agrees to be bound by it and further agrees that it is the
            complete and exclusive statement of the Agreement between the
            parties which supercedes all proposals, oral or written, and all
            other representations, communications and prior agreements between
            the parties relating to the subject matter of this Agreement.

      (b)   GE Capital may, upon 30 days' prior written notice, modify the terms
            and conditions of this Agreement provided that such modifications
            shall only be applicable to Supplements accepted by GE Capital
            following the 30 day period but otherwise, except for the foregoing,
            the terms of this Agreement may not be amended, modified or
            rescinded except by a written instrument signed by all parties,
            provided that any such instrument shall only be binding upon GE
            Capital when signed on its behalf by an Officer of GE Capital at its
            Head Office.

      (c)   The terms and conditions contained in this Agreement shall prevail
            notwithstanding any variance with the terms and conditions of any
            order or other documentation submitted by the Customer.

      (d)   This Agreement shall be construed in accordance with and be governed
            by the laws in force in State of New South Wales and the parties
            hereby submit to the non-exclusive jurisdiction of the Courts of
            that State.

      (e)   Subject to the Customer's observing and performing all its covenants
            and obligations hereunder, GE Capital shall ensure that Customer's
            quiet possession of the Equipment hired and/or licensed hereunder is
            not disturbed by GE Capital or any person claiming through or under
            GE Capital.

      (f)   Clause headings are for ease of reference only and shall not affect
            the construction of this Agreement.

                                       22
<PAGE>
 
      (g)   When two or more parties are named in the Schedule to this Agreement
            as the Customer, all covenants, agreements, conditions and
            obligations contained herein shall bind those parties and any two or
            greater number of them jointly and each of them severally.

      (h)   Any gender shall include every other gender and the singular shall
            include the plural and vice versa.


IN WITNESS WHEREOF the parties to this Agreement have hereunto set their hands
and seals on the respective dates indicated below:

THE COMMON SEAL of              )
TOTAL ENERGY SYSTEMS LIMITED    )
(A.C.N. 010 876 150)     )
was hereunto affixed on the     )
14/th/ day of November 1994 by  )
------        --------               
the authority of a resolution   )
of the Board of Directors in    )
the presence of:                )   /s/
                                    ---------------------
                                    Director

/s/
--------------------------
Director/Secretary



ACCEPTED for and behalf of GE Capital Australia Limited by its duly authorized
Officer on the 21/st/ day of November 1994.
               ------        --------      


                              /s/
                              -----------------------------------
                              Authorized Officer


                                   SCHEDULE

Name Of The Customer:    TOTAL ENERGY SYSTEMS LIMITED
                         ----------------------------
                              (A.C.N. 010 876 150)
                              --------------------

Address Or Registered Office: 3/rd/ Floor, 172 Edward Street
                              ------------------------------

State Or Territory Of Incorporation:  Brisbane QLD 4000
                                      -----------------

                                       23
<PAGE>
 
                             GE CAPITAL AUSTRALIA
                                    LIMITED

                                  SUPPLEMENT


                                    CE0712S1                PREPARED 28  10  94
                                                                     ----------

THIS SUPPLEMENT SHALL BE READ IN CONJUNCTION WITH AND SUBJECT TO THE MASTER
OPERATING LEASE / MASTER LEASE / MASTER COMMERCIAL HIRE PURCHASE AGREEMENT NO.:
CE0712   DATED 24/11/94
------         --------

CUSTOMER:   Total Energy Systems Limited (A.C.N. 010 876 150)
            3/rd/ Floor
NAME:       172 Edward Street
ADDRESS:    BRISBANE QLD 40000


                                   EQUIPMENT

                           Location:  SINGLETON NSW


Invoice     Total Energy Systems Limited
-------     ----------------------------

            One (1) only new, Volvo Prime mover Cab Chassis
            Model No.: FL108X4
            ---------  -------
            Engine No.:  TD102FL/261782
            ----------   --------------
            Chassis No.:
            ----------- 
            SR1700 Gear Box
            Flame Proof Exhaust
            Air conditioning
            BGT20TR Suspension
            390 litre fuel tank
            11m(3) Stainless steel transit mixer barrel
               with Stainless steel main frame
            Stainless steel emulsion storage tanks
            Stainless steel belly and discharger augers
            Hydraulic tanks, Hoses, valves and fittings
            Mono Pumps
            Hose reel with drive and rotary joints
            Electronic control assembly, software
               and load management system
            Regd. No. TIL-452

 . PERIOD OF COMMERCIAL HIRE PURCHASE AGREEMENT SIXTY MONTHS
                                               -----       

 . COMMERCIAL HIRE PURCHASE INSTALLMENTS: 60 periodic payments of $9,869.00
                                         --                      ---------
payable monthly in advance, followed by one payment of $23,402.00 at the end of
                            ---------------------------------------------------
the sixtieth month.
------------------ 

 . INSTALLATION SITE:  The equipment listed on this supplement will be located /
installed at:  Singleton NSW
               -------------
<PAGE>
 
Duly executed for and on behalf of:  Total Energy Systems Limited (A.C.N. 010
                                     ----------------------------------------
876 150)
--------

By its duly authorized officer:     /s/  Stephen T. Gordon
                                    ----------------------

Please print name: Stephen T. Gordon
                   -----------------
Title: Director - Financial Controller
       -------------------------------
Date: 14/11/94
      --------

ACCEPTED for and on behalf of GE Capital Australia Limited by its duly
authorized Officer on the 21/st/ day of November, 1994.
                          ------        --------    -- 



                                        /s/
                                        -------------------------------
                                        Authorized Officer

GE Capital Australia Limited (A.C.N. 008 562 534), a company incorporated in the
Australian Capital Territory and having its registered office at 88 Walker
Street, North Sydney in the State of New South Wales.
<PAGE>
 
                             GE CAPITAL AUSTRALIA
                                    LIMITED

                                  SUPPLEMENT


                                   CE0712S1              PREPARED 28  10  94
                                                                  ----------

THIS SUPPLEMENT SHALL BE READ IN CONJUNCTION WITH AND SUBJECT TO MASTER
COMMERCIAL HIRE PURCHASE AGREEMENT NO.:  CE0712   DATED 24/11/94
                                         ------         --------

CUSTOMER:   Total Energy Systems Limited (A.C.N. 010 876 150)
            3/rd/ Floor
NAME:       172 Edward Street
ADDRESS:    BRISBANE QLD 40000


                                   EQUIPMENT

                           Location:  SINGLETON NSW


Invoice     Total Energy Systems Limited
-------     ----------------------------
 
            One (1) only new, Volvo Prime mover Cab Chassis
            Model No.:         FL108X4
            ---------          -------
            Engine No.:        TD102FL\1637603\264955
            ----------         ----------------------
            Chassis No.:       YV5F2CCG9RD562329
            -----------        -----------------
            SR1700 Gear Box
            Flame Proof Exhaust
            Air conditioning
            BGT20TR Suspension
            390 litre fuel tank


 . PERIOD OF COMMERCIAL HIRE PURCHASE AGREEMENT SIXTY MONTHS
                                               -----       

 . COMMERCIAL HIRE PURCHASE INSTALLMENTS: 60 periodic payments of $3,654.00
                                         --                      ---------
payable monthly in advance, followed by one payment of $8,665.00 at the end of
                            --------------------------------------------------
the sixtieth month.
------------------ 

 . INSTALLATION SITE:  The equipment listed on this supplement will be located /
installed at:  Singleton NSW
               -------------

Duly executed for and on behalf of:  Total Energy Systems Limited (A.C.N. 010
                                     ----------------------------------------
876 150)
--------

By its duly authorized officer:     /s/  Stephen T. Gordon
                                    ------------------------------

Please print name: Stephen T. Gordon
                   -----------------
Title: Director - Financial Controller
       -------------------------------
Date: 14/11/94
      --------
<PAGE>
 
ACCEPTED for and on behalf of GE Capital Australia Limited by its duly
authorized Officer on the 21/st/ day of November, 1994.
                          ------        --------    -- 



                                           /s/
                                           ------------------------------
                                           Authorized Officer

GE Capital Australia Limited (A.C.N. 008 562 534), a company incorporated in the
Australian Capital Territory and having its registered office at 88 Walker
Street, North Sydney in the State of New South Wales.
<PAGE>
 
                             GE CAPITAL AUSTRALIA
                                    LIMITED

                                  SUPPLEMENT


                                   CE0712S3                PREPARED  01  11  94
                                                                     ----------

THIS SUPPLEMENT SHALL BE READ IN CONJUNCTION WITH AND SUBJECT TO MASTER
COMMERCIAL HIRE PURCHASE AGREEMENT NO.:  CE0712   DATED 24/11/94
                                         ------         --------

CUSTOMER:   Total Energy Systems Limited (A.C.N. 010 876 150)
            3/rd/ Floor
NAME:       172 Edward Street
ADDRESS:    BRISBANE QLD 40000


                                   EQUIPMENT

            Location:  Total Energy Systems Limited
                       Broke Road
                       MOUNT THORLEY NSW 2330


Invoice #EQ002353      Clarklift WA Pty Ltd
-----------------      --------------------

                       One (1) only new 1994 Sanderson Model 725C 4/Wheel Drive
                       Teleporter Truck.

                       Serial Number:    MDK 0444
                       Engine Number:    AA 504 20U 226747X

Source: OneCLE Business Contracts.