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Report on aspects of the initial public offering of Vertex Group Holdings Limited in 2002

20 March 2002

Dear Members

We are writing to you in relation to our recent discussions regarding the due diligence procedures you have requested us to perform in relation to the proposed IPO.

The purpose of this letter is to set out the specific procedures to be performed by us in connection with this engagement ("the Engaged Procedures"), our responsibilities, the other terms of our engagement, and acknowledges our willingness to accept this assignment. This Engagement Letter, its appendices and the attached Terms of Business, together form the contract between us ("The Contract").

Please note that a separate letter of engagement has been agreed for our statutory role as Reporting Accountants to the issuer on the IPO.

1. The Services to be provided

Our report
We will prepare an engaged procedures report (the "Report") on the specific procedures to be performed as part of you financial, information technology and tax due diligence on Vertex Group Holdings Limited and its subsidiaries ("Vertex").

The specific scope of the Engaged Procedures you require us to conduct is in accordance with the "Vertex Group Holdings Limited - IPO Due Diligence Information Request List" document date 28 March 2002. We have set out in Appendix 1 to this letter a summary of the Information Request List sections and indicated the areas on which we will perform the engaged procedures.

The engaged procedures are:

• read the contents of the due diligence files
• note any omissions from the due diligence information request list prepared by Buddle Findlay
• document any items that should be brought to the attention of the due diligence committee.

The report will follow the format of Appendix 1 to this letter, by repeating in each case the heading and the detailed subsection and then stating, by exception, our findings.

Our report will be addressed to the Due Diligence Committee ("DDC"), for use by the DDC.

We emphasise that our reporting to the DDC will not extend beyond or otherwise enlarge the responsibility or liability of PricewaterhouseCoopers beyond that arising from the reports we prepare.

No procedures will be performed in relation to any of the other files or areas specified in the due diligence checklist.

The work that we shall perform will be in accordance with the Standards and Guidelines for Agreed Upon Procedures Engagements issued by the Institute of Chartered Accountants of New Zealand. The procedures we undertake will be substantially less in scope than an audit examination or a review conducted in accordance with New Zealand auditing standards, the purpose of which is the expression of an opinion on financial statements taken as a whole. Accordingly, we will not express an opinion on the information we examine in the course of the Engaged Procedures.

Sources of Information
In order for us to perform this work, it will be necessary to obtain access to certain original records of Vertex. We understand that this information will be provided via a data room, supplemented by questions of Vertex management and other advisers to Vertex management.

We will have to rely on representations by Vertex management made to us during the course of our work, unless we have reason to believe that those representations are false, or contain irregularities, or do not contain material information. In situations where we are unable to access requisite information support representations by Vertex management we will communicate this to you.

As discussed with you, we will have access to the external auditors' working papers in relation to the financial statements of Vertex for the 31 March 2001 and 2002 audits and discuss with the auditors any matters arising from this work.

Materiality
In accordance with the "Due Diligence Committee Procedures document" we will be applying a materiality exclusion of NZ$150,000. If, in our opinion, a particular item or matter could impact adversely on the profitability or net assets of Vertex by less than NZ$150,000, we propose to exclude this from our Engaged Procedures. We will note the materiality levels applied by the Vertex auditors may be higher than NZ$150,000 and this will place further limitations on our work.

2. Timetable

We expect our report to be completed by 17 May 2002.

3. The team

We currently envisage that our team will be led by, Leo Foliaki, who will be the Engagement Partner responsible for the services we are to provide to you. Further assistance will be provided by Doug Brown acting as Project Manager. Declan Mordaunt is our partner responsible for completing the taxation aspects of our Engaged Procedures.

4. Fees

Our fees will be based upon the time incurred to carry out our procedures at the agreed rates. In the limited time available, it is essential that we utilise experienced and senior resource in order to minimise supervision time. The overall level of fee reflects the degree of skill involved as well as the risks associated with the proposed transaction.

At this stage it is extremely difficult to determine the likely time involved in performing the Engaged Procedures with any degree of accuracy. We will therefore provide you with a regular update of our costs to date and expected costs to complete.

In addition to these fees, our billings will include out of pocket expenses. Significant direct out of pocket expenses (e.g. travel) will be charged at cost. Similar incidental expenses (e.g. local courier, photocopying etc) will be recovered by way of a general charge based on actual time costs (currently 3%). In accordance with our standard terms of engagement we would seek to interim bill on a fortnightly basis. Invoices rendered are due and payable within 14 days of receipt.

5. Terms of business

This letter should be read in conjunction with the enclosed Terms of Business.

Liability
We shall accept liability to pay damages for losses arising as a direct result of breach of contract or negligence on our part in respect of services provided in a connection with, or arising out of, the contract but, to the extent permitted by law, any such liability of PricewaterhouseCoopers, its partners and staff (whether in contract, tort negligence or otherwise) shall in no circumstance exceed 5 times the fees paid in the aggregate of all such services.

In no event shall PricewaterhouseCoopers be liable for any loss, damage, cost or expense arising in any way from fraudulent acts, misrepresentations or wilful default on the part of Vertex or its advisers. Further, PricewaterhouseCoopers accepts no responsibility or liability whatsoever for the accuracy or completeness of any information or documentation provided to us by Vertex or its advisers including, without limitation, the information and material provided by their external auditors.

6. Acknowledgement and acceptance

Please record your agreement to the terms of this contract by signing the enclosed copy of this letter in the space provided and returning it to us.

Yours faithfully,

PricewaterhouseCoopers
Transaction Services

Confirmation of the contract I have read the Contract terms set out in the Engagement Letter dated 20 March 2002 (including its appendices and attachments) and the Terms of Business provided with that letter. I accept those Contact terms on behalf of Bain Capital, Inc and represent that I am authorised by Bain Capital, Inc. to do so. Signed : Name and position: On behalf of Bain Capital, Inc.   Date:

Confirmation of the contract I have read the Contract terms set out in the Engagement Letter dated 20 March 2002 (including its appendices and attachments) and the Terms of Business provided with that letter. I accept those Contact terms on behalf of Vertex Group Holdings Limited and represent that I am authorised by Vertex Group Holdings Limited to do so. Signed : Name and position: On behalf of Group Holdings Limited   Date

Confirmation of the contract I have read the Contract terms set out in the Engagement Letter dated 20 March 2002 (including its appendices and attachments) and the Terms of Business provided with that letter. I accept those Contact terms on behalf of Pacific Equity Partners Pty Limited and represent that I am authorised by Pacific Equity Partners Pty Limited to do so. Signed : Name and position: On behalf of Pacific Equity Partners Pty Limited   Date: