<PAGE>

                                                                     EXHIBIT 4.6

SHARE SALE AGREEMENT
PACIFIC BRANDS (FIJI) LIMITED

P.D. International Pty Ltd

Pacific Dunlop Limited

and

PB Holdings NV

[LOGO OF FREEHILLS]

101 Collins Street Melbourne Victoria 3000 Australia
Telephone 61 3 9288 1234 Facsimile 61 3 9288 1567
www.freehills.com.au DX240 Melbourne

SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY SINGAPORE
Correspondent Offices JAKARTA KUALA LUMPUR

Liability limited by the Solicitors' Limitation of Liability Scheme, approved
under the Professional Standards Act 1994 (NSW)

Reference NJW:BAE

<PAGE>

TABLE OF CONTENTS

Clause                                                                  Page

1        Definitions and interpretation                                    1

         1.1      Definitions                                              1
         1.2      Interpretation                                           4
         1.3      Business Day                                             5
         1.4      Conflict                                                 5

2        Sale and purchase                                                 6

         2.1      Sale of shares                                           6
         2.2      Associated rights                                        6

3        Purchase Price                                                    6

         3.1      Amount                                                   6
         3.2      Payment at Completion                                    6
         3.3      Final payment                                            6

4        Completion                                                        6

         4.1      Date for Completion                                      6
         4.2      Delivery of documents                                    6
         4.3      Board meetings                                           7
         4.4      Buyer's obligations at completion                        7
         4.5      Interdependence                                          7
         4.6      Conduct until Shares are registered                      8

5        Before Completion                                                 8

         5.1      Carrying on Business                                     8
         5.2      Treatment of Cash in Hand                                9
         5.3      Inter Company Debt                                       9

6        After Completion                                                  9

         6.1      Obligations relating to Taxes or Duties                  9
         6.2      Consultation                                             9
7        Warranties                                                        9

8        Limitation of liability                                          10

9        Competition                                                      10

         9.1      Undertaking                                             10
         9.2      Acquisition of interests in competing Businesses        10
         9.3      Exclusion from restraint                                10
         9.4      Related Corporations                                    11
         9.5      Severability                                            11

10       Release of guarantees                                            11

11       Guarantee and indemnity                                          11

         11.1     Guarantee                                               11
         11.2     Indemnity                                               12
         11.3     Extent of guarantee and indemnity                       12
         11.4     Continuing guarantee and indemnity                      12
         11.5     Warranties of the Guarantor                             12

                                                                          page 1

<PAGE>

         11.6     Rights                                                  13

Schedule 1 - Share Details                                                14

Schedule 2 - Warranties                                                   15

Schedule 3 - Disclosure Schedule                                          31

Schedule 4 - Intellectual Property Rights                                 32

Schedule 5 - Superannuation funds                                         33

Schedule 6 - Contracts                                                    34

Schedule 7 - Guarantees                                                   35

Schedule 8 - Employees                                                    36

Schedule 9 - Plant and Equipment                                          37

Schedule 10 - Assets Leases                                               38

Schedule 11 - Properties                                                  39

Schedule 12 - Inter Company Debt                                          40

                                                                          page 2

<PAGE>

THIS SHARE SALE AGREEMENT

              is made on                        2001 between the parties
              specified in parts 1, 2 and 3 of schedule 1.

RECITALS

              A.    The Seller is the owner of the Shares.

              B.    The Seller agrees to sell and the Buyer agrees to buy the
                    Shares on the terms and conditions set out in this
                    agreement.

              C.    The Guarantor agrees to guarantee the performance by the
                    Seller of its obligations pursuant to this agreement.

THE PARTIES AGREE

              in consideration of, among other things, the mutual promises
              contained in this agreement:

1      DEFINITIONS AND INTERPRETATION

       1.1    DEFINITIONS

              In this agreement:

              Accounting Standards has the meaning given to that term in the
              Co-ordination Agreement;

              Accounts has the meaning given to that term in the Co-ordination
              Agreement;

              Accounts Date means 30 June 2001;

              Apportionment Statement has the meaning given to that term in the
              Co-ordination Agreement;

              Assets Leases means all leases, hire purchase agreements,
              conditional purchase agreements and other hiring arrangements to
              which the Company is party including, but not limited to, those
              listed in schedule 10, but excludes leases in relation to the
              Properties;

              Authorisation means any consent, registration, agreement,
              certificate, licence, approval, permit, authority or exemption
              from, by or with a Governmental Agency;

              Business means the business carried on by the Company as more
              particularly described in part 6 of schedule 1;

              Business Day means a day on which banks are open for business in
              Melbourne, Sydney and Auckland excluding a Saturday or a Sunday or
              a public holiday;

              Business Records means, the Company's customer lists and supplier
              lists, records of Intellectual Property Rights, Assets Leases,
              Contracts and Properties;

              Buyer means the company specified in part 2 of schedule 1;

                                                                          page 1

<PAGE>

              Buyer Group Companies has the meaning given to that term in the
              Co-ordination Agreement;

              Buyer's Warranties means the warranties set out in part 1 of
              schedule 2;

              Cash in Hand means the amount of cash at bank on deposit or at
              hand in the Company;

              Claim means any claim or any course of action (including, but not
              limited to, in contract, in tort or under statute) in respect of
              this agreement;

              Company means the company specified in part 4 of schedule 1;

              Completion means completion of the sale and purchase of the Shares
              under clause 4;

              Completion Date has the meaning given to that term in the
              Co-ordination Agreement;

              Completion Statement has the meaning given to that term in the
              Co-ordination Agreement;

              Conditions has the meaning given to that term in the Co-ordination
              Agreement;

              Contracts means the agreements to which the Company is a party and
              which are, wholly or partly, executory as at the Completion Date,
              including, but not limited to, those listed in part 1 of schedule
              6, but excludes:

              (a)   the Assets Leases; and

              (b)   leases in relation to the Properties;

              Co-ordination Agreement means the Co-ordination Agreement executed
              on the same day as this agreement by, among others, the Seller and
              the Buyer;

              Data Room has the meaning given to that term in the Co-ordination
              Agreement;

              Dollars, A$ and $ means Australian dollars unless otherwise
              specified in this agreement;

              Duty means any stamp, transaction or registration duty or similar
              charge imposed by any Governmental Agency and includes, but is not
              limited to, any interest, fine, penalty, charge or other amount
              imposed in respect of the above, but excludes any Tax;

              Effective Time has the meaning given to that term in the
              Co-ordination Agreement;

              Employees means an employee of the Company listed in schedule 8
              who is still employed in the Business as at the Completion Date;

              Encumbrance means any mortgage, charge, lien, pledge, other
              security interest or encumbrance (other than liens arising in the
              ordinary course of business by operation of law and title
              retention in respect of stock-in-trade);

              Environmental Law has the meaning given to that term in the
              Co-ordination Agreement;

              Foreign Exchange Contracts means all foreign exchange hedging
              contracts entered by the PDL Group which relate exclusively to the
              Business which remain

                                                                          page 2

<PAGE>

              current as at Completion, details of which will be provided to the
              Buyer at the date of this agreement and at Completion;

              Governmental Agency means any government or any governmental,
              semi-governmental, administrative, fiscal or judicial body,
              department, commission, authority, tribunal, agency or entity in
              any part of the world;

              Guarantees means the guarantees and other letters of comfort and
              commitments of financial support given by the Seller and its
              Related Corporations in relation to the Business which remain in
              force at the date of this agreement, including but not limited to,
              as listed in schedule 7;

              Guarantor means the company specified in part 3 of schedule 1;

              Intellectual Property Rights means the rights and interests of the
              Company in the internet domain names, trademarks, patents,
              copyrights and designs listed in schedule 4;

              Inter Company Debt means any amount owing (including trade
              accounts payable and receivable):

              (a)   by the Company to a member of the PDL Group (except in that
                    member's capacity as an entity carrying on any part of the
                    Pacific Brands Business); or

              (b)   by a member of the PDL Group (except in that member's
                    capacity as an entity carrying on any part of the Pacific
                    Brands Business) to the Company,

              immediately before Completion;

              Interest Rate means the average rate displayed on the Reuters Page
              BBSW for 90 day bank bills at 10:10 am Melbourne time applicable
              to each Business Day on which amounts are outstanding as confirmed
              by Westpac Banking Corporation and on the basis that for a day
              other than a Business Day the rate applicable to the last
              preceding Business Day will apply;

              Linked Transaction Agreements has the meaning given to that term
              in the Co-ordination Agreement;

              Loss includes any damage, loss, claim, action, liability, cost,
              expense, outgoing or payment;

              Pacific Brands Business has the meaning given to that term in the
              Co-ordination Agreement;

              Payment Date has the meaning given to that term in the
              Co-ordination Agreement;

              PDL Group has the meaning given to that term in the Co-ordination
              Agreement;

              Plant and Equipment means the plant, equipment, machinery, tools,
              furniture, fittings, lease hold improvements and motor vehicles
              owned by the Company as at Completion and used exclusively in the
              Business including, without limitation, those listed in schedule
              9;

              Power means any right, power, authority, discretion or remedy
              conferred on the parties by this agreement or any applicable law;

                                                                          page 3

<PAGE>

              Properties means the properties leased under the Property Leases;

              Property Leases means the leases of real property listed in
              schedule 11;

              Purchase Price means the price payable for the Shares under clause
              3.1;

              Records means all original and copy records, documents, books,
              files, reports, accounts, plans, correspondence, letters and
              papers of every description and other material regardless of their
              form or medium and whether coming into existence before, on or
              after the date of this agreement, belonging or relating to or used
              by the Company including (without limitation) certificates of
              registration, minute books, statutory books and registers, books
              of account, Tax returns, title deeds and other documents of title,
              customer lists, price lists, computer programs and software, and
              trading and financial records;

              Related Corporation means a "related body corporate" as defined in
              the Corporations Act;

              Secondary Consents has the meaning given to that term in the
              Co-ordination Agreement;

              Shares means all the issued shares in the capital of the Company,
              as specified in part 3 of schedule 1;

              Seller means the company specified in part 1 of schedule 1;

              Seller Group Companies has the meaning given to that term in the
              Co-ordination Agreement;

              Seller's Warranties means the warranties set out in part 2 of
              schedule 2;

              Stock means the stock of the Business owned by the Company as at
              Completion and includes, but is not limited to, raw materials,
              components, work in progress, finished goods, packaging materials,
              promotional materials, spare parts and other consumables;

              Superannuation Funds means the superannuation funds to which the
              Company makes contributions in respect of the Employees as listed
              in schedule 5;

              Tangible Assets means Plant and Equipment and Stock;

              Tax means any tax, levy, charge, impost, duty, fee, deduction,
              compulsory loan or withholding, which is assessed, levied, imposed
              or collected by any Governmental Agency and includes, but is not
              limited to any interest, fine, penalty, charge, fee or any other
              amount imposed on, or in respect of, any of the above but excludes
              Duty;

              Tax Law means any law relating to Tax; and

              Warranties means the Buyer's Warranties and the Seller's
              Warranties.

       1.2    INTERPRETATION

              In this agreement, unless the context otherwise requires:

              (a)   headings and underlinings are for convenience only and do
                    not affect the interpretation of this agreement;

              (b)   words importing the singular include the plural and vice
                    versa;

                                                                          page 4

<PAGE>

              (c)   words importing a gender include any gender;

              (d)   other clauses of speech and grammatical forms of a word or
                    phrase defined in this agreement have a corresponding
                    meaning;

              (e)   an expression importing a natural person includes any
                    company, partnership, joint venture, association,
                    corporation or other body corporate and any Governmental
                    Agency;

              (f)   a reference to a part, clause, party, annexure or schedule
                    is a reference to a clause and part of, and a party,
                    annexure and schedule to this agreement and a reference to
                    this agreement includes any annexure and schedule;

              (g)   a reference to a statute, regulation, proclamation,
                    ordinance or by-law includes all statutes, regulations,
                    proclamations, ordinances or by-laws amending, consolidating
                    or replacing it, and a reference to a statute includes all
                    regulations, proclamations, ordinances and by-laws issued
                    under that statute;

              (h)   a reference to a document includes all amendments or
                    supplements to, or replacements or novations of, that
                    document;

              (i)   a reference to a party to a document includes that party's
                    successors and permitted assigns;

              (j)   where the day on or by which any thing is to be done is not
                    a Business Day, that thing must be done on or by the
                    following Business Day;

              (k)   no rule of construction applies to the disadvantage of a
                    party because that party was responsible for the preparation
                    of this agreement or any part of it;

              (l)   if a covenant, undertaking, representation, warranty,
                    indemnity or agreement is made or given by two or more
                    parties, that covenant, undertaking, representation,
                    warranty, indemnity or agreement is made or given and binds
                    those parties jointly and severally; and

              (m)   if a party comprises two or more persons, a covenant,
                    undertaking, representation, warranty, indemnity or
                    agreement made or given by that party binds those persons
                    jointly and severally.

       1.3    BUSINESS DAY

              Where the day on or by which any thing is to be done is not a
              Business Day, that thing must be done on or by the next Business
              Day.

       1.4    CONFLICT

              If there is any conflict or inconsistency between anything
              contained in this agreement and anything contained in the
              Co-ordination Agreement, then the Co-ordination Agreement will
              prevail.

                                                                          page 5

<PAGE>

2      SALE AND PURCHASE

       2.1    SALE OF SHARES

              Subject to the Conditions and any Secondary Consents relevant to
              the sale of the Shares having been fulfilled or waived in
              accordance with the Co-ordination Agreement, the Seller will sell
              and the Buyer (or a nominee of the Buyer) will buy the Shares for
              the Purchase Price free of Encumbrances and other third party
              rights on Completion.

       2.2    ASSOCIATED RIGHTS

              The Shares will be transferred under this agreement with all
              rights attached or accruing to them on and from the Effective
              Time. The Buyer is not entitled to the rights attached to the
              Shares as at the date of this agreement or to any rights which
              accrue between the date of this agreement and the Effective Time,
              including dividend rights.

3      PURCHASE PRICE

       3.1    AMOUNT

              The Purchase Price is the value ascribed to the Company in the
              Apportionment Statement in accordance with the terms of the
              Co-ordination Agreement.

       3.2    PAYMENT AT COMPLETION

              It is acknowledged that under the Co-ordination Agreement, an
              amount must be paid at Completion by the Buyer to Pacific Dunlop
              Limited (or as otherwise directed by it) on behalf of the Seller.

       3.3    FINAL PAYMENT

              On the Payment Date, the Buyer or the Seller, as appropriate, must
              pay to the other any net amount plus interest on the amount which
              may be payable in accordance with the provisions of the
              Co-ordination Agreement.

4      COMPLETION

       4.1    DATE FOR COMPLETION

              Completion must take place on the Completion Date, subject to and
              as provided for in the Co-ordination Agreement.

       4.2    DELIVERY OF DOCUMENTS

              At Completion, the Seller must deliver to the Buyer:

              (a)   original share certificates for the Shares;

                                                                          page 6

<PAGE>

              (b)   duly completed transfers of the Shares to the Buyer (and the
                    Buyer's nominee) in registrable form, executed by the Seller
                    (and the Seller's nominee);

              (c)   duly executed releases of all guarantees that have been
                    obtained in accordance with clause 10;

              (d)   the original certificate of incorporation or registration of
                    the Company;

              (e)   all original documents of title (if any) in relation to the
                    Intellectual Property Rights;

              (f)   evidence that any Secondary Consents relevant to the sale of
                    the Shares have been obtained, to the extent in the
                    possession of the Seller;

              (g)   any power of attorney or other authority under which the
                    transfers of the Shares are executed;

              (h)   duly executed instruments irrevocably waiving in favour of
                    the Buyer all rights of pre-emption which any person has in
                    respect of any of the Shares; and

              (i)   all Records, which must be complete and up to date (by
                    constructive delivery at the Company's premises).

       4.3    BOARD MEETINGS

              At Completion, the Seller must ensure that a meeting of the
              directors of the Company is convened and conducts the following
              business:

              (a)   approval of the registration of the Buyer (and the Buyer's
                    nominee) as the holder of the Shares in the books of the
                    Company; and

              (b)   revocation of all existing mandates for the operation of
                    bank accounts of the Company and approval of new mandates in
                    favour of the officers of the Company nominated by the
                    Buyer.

       4.4    BUYER'S OBLIGATIONS AT COMPLETION

              At Completion the Buyer must:

              (a)   pay the Seller an estimate of the Purchase Price in
                    accordance with clause 3.2;

              (b)   execute, and procure that the Buyer's nominee execute, the
                    transfers of Shares delivered by the Seller pursuant to
                    clause 4.2(b);

              (c)   deliver to the Seller any evidence required by it that any
                    Secondary Consents relevant to the sale of the Shares has
                    been obtained.

       4.5    INTERDEPENDENCE

              (a)   Notwithstanding any provision of a Linked Transaction
                    Agreement but subject to clause 4 of the Co-ordination
                    Agreement, the obligations of the parties to the Linked
                    Transaction Agreements in respect of completion (as defined
                    in each Linked Transaction Agreement) are interdependent.

                                                                          page 7

<PAGE>

              (b)   Subject to clause 4 of the Co-ordination Agreement, all
                    actions at Completion under this agreement and completion
                    under each other Linked Transaction Agreement will be deemed
                    to take place simultaneously and no delivery or payment will
                    be deemed to have been made until all deliveries and
                    payments under the Linked Transaction Agreements due to be
                    made at or immediately after completion (as defined in each
                    Linked Transaction Agreement) have been made.

              (c)   A breach of this agreement by any party to this agreement is
                    deemed to constitute a breach by the defaulting party of
                    each Linked Transaction Agreement to which the defaulting
                    party is a party.

       4.6    CONDUCT UNTIL SHARES ARE REGISTERED

              After Completion and until the Shares are registered in the name
              of the Buyer or its nominee, the Seller must take all action
              lawfully required by the Buyer by written notice to the Seller to
              vote on any resolutions of the Company as the Buyer directs.

5      BEFORE COMPLETION

       5.1    CARRYING ON BUSINESS

              The Seller will procure that the Company uses all reasonable
              endeavours to ensure that between the date of this agreement and
              Completion, subject to clauses 5.2 and 5.3, the Business is
              conducted in the ordinary course of business and that the Company
              does not:

              (a)   enter into any material contract or arrangement outside the
                    ordinary course of trading or otherwise than on arm's length
                    terms;

              (b)   acquire or dispose of any assets other than on arm's length
                    terms in the ordinary course of business;

              (c)   make any material change to its policy and practice as to
                    payment of creditors and collection of trade receivables;

              (d)   engage any new employee to fill a new role with an annual
                    remuneration package in excess of $120,000 or, except in the
                    ordinary course of the Business, terminates the employment
                    of any of its employees or changes in any material respect
                    the terms of employment (including remuneration);

              (e)   sell or agree to sell any fixed asset with a value of more
                    than $250,000 or buy or commit to buy any fixed asset with a
                    value of more than $250,000;

              (f)   create any Encumbrance over any of its assets;

              (g)   incur any indebtedness or liability in the nature of
                    borrowings other than in the ordinary course of business;

              (h)   distribute or return any capital to its members;

              (i)   pay any dividend to its members or pay any management fee or
                    similar amount;

                                                                          page 8

<PAGE>

              (j)   issue any shares, options or securities which are
                    convertible into shares in the Company Group; and

              (k)   alter its constitution,

              unless the Buyer first consents in writing, which must not be
              unreasonably withheld or delayed.

       5.2    TREATMENT OF CASH IN HAND

              (a)   At any time before Completion, the Seller may arrange for
                    any Cash in Hand held by the Company to be removed in any
                    manner selected by the Seller.

              (b)   Any Cash in Hand held by the Company as at the Effective
                    Time, will be included in the Completion Statement.

       5.3    INTER COMPANY DEBT

              The parties agree that as soon as practicable after Completion,
              they will take such steps as necessary to procure that any Inter
              Company Debt owing to or by the Company is extinguished including
              but not limited to those Inter Company Debts listed in schedule
              12. Each party will on request provide to the other evidence of
              such extinguishment.

6      AFTER COMPLETION

       6.1    OBLIGATIONS RELATING TO TAXES OR DUTIES

              After Completion, the Buyer must procure that the Company provides
              the Seller with access to such employees and records of the
              Company as the Seller reasonably requires to meet its obligations
              under any law relating to Tax or Duty provided such access is
              exercised and conducted in a manner to avoid unreasonable
              disruption to the conduct of the Business and the activities and
              operations of the Company and its employees.

       6.2    CONSULTATION

              If any Governmental Agency conducts an audit in relation to the
              affairs of the Company relating to any period prior to the
              Completion Date then the Buyer must procure that the Seller is
              promptly notified of this and that the Seller is then regularly
              consulted with in relation to the audit process until resolved.

7      WARRANTIES

              (a)   The Buyer gives the Buyer's Warranties in favour of the
                    Seller on and subject to the terms set out in the
                    Co-ordination Agreement.

              (b)   The Seller gives the Seller's Warranties in favour of the
                    Buyer on and subject to the terms set out in the
                    Co-ordination Agreement.

                                                                          page 9

<PAGE>

8      LIMITATION OF LIABILITY

              The Seller gives the Seller's Warranties in favour of the Buyer on
              and subject to the limitations on liability set out in the
              Co-ordination Agreement.

9      COMPETITION

       9.1    UNDERTAKING

              In consideration for the respective promises of the Seller and the
              Buyer to each other in this agreement, the Seller undertakes to
              the Buyer that it will not for a period of 5 years, 4 years, 3
              years, 2 years or 1 year after the Completion Date in Fiji:

              (a)   engage in any business or activity which is the same as or
                    substantially similar to or competitive with, the Business
                    or any material part of it;

              (b)   solicit, canvass, induce or encourage any person who was at
                    any time during the 6 months period ending on the Completion
                    Date a director, employee or agent of the Company to leave
                    the employment or agency of the Company;

              (c)   solicit, canvass, approach or accept any approach from any
                    person who was at any time during the 6 months period ending
                    on the Completion Date, a client or customer of the Company
                    with a view to obtaining the custom of that person in a
                    business which is the same as or substantially similar to or
                    competitive with, the Business; or

              (d)   interfere with the relationship between the Company and its
                    clients, customers, employees or suppliers.

       9.2    ACQUISITION OF INTERESTS IN COMPETING BUSINESSES

              Clause 9.1 does not prevent the Seller or any of its Related
              Corporations from acquiring an interest, directly or indirectly,
              in a business in competition with the Business in the area
              referred to in that clause if:

              (a)   the acquisition of the interest in the competing business
                    occurs as a result of or in conjunction with an acquisition
                    of an interest, directly or indirectly, in other assets;

              (b)   the value of the competing business is not more than 15% of
                    the value of the acquisition taken as a whole; and

              (c)   the Seller or the relevant Related Corporation uses its best
                    endeavours to dispose of the competing business or its
                    interest in the business within 12 months after its
                    acquisition.

       9.3    EXCLUSION FROM RESTRAINT

              This clause 9 does not restrict the Seller or any of its Related
              Corporations from:

                                                                         page 10

<PAGE>

              (a)   continuing to carry on any business (other than the
                    Business) carried on at the date of this agreement; or

              (b)   holding less than 5% of the issued share capital of a
                    company listed on a recognised Stock Exchange.

       9.4    RELATED CORPORATIONS

              The Buyer agrees that the provisions of this clause 9 only apply
              to the Related Corporations of the Seller for so long as those
              entities remain Related Corporations of the Seller.

       9.5    SEVERABILITY

              (a)   If any of the several separate and independent covenants and
                    restraints in clause 9.1 are or become invalid or
                    unenforceable for any reason, then that invalidity or
                    unenforceability will not affect the validity or
                    enforceability of any of the other separate and independent
                    covenants and restraints in clause 9.1.

              (b)   If any of the prohibitions or restrictions contained in this
                    clause 9 is judged to go beyond what is reasonable in the
                    circumstances and necessary to protect the goodwill of the
                    Company, but would be judged reasonable and necessary if any
                    activity were deleted or the period or area were reduced,
                    then the prohibitions or restrictions apply with that
                    activity deleted or that period or area reduced by the
                    minimum amount necessary.

10     RELEASE OF GUARANTEES

              (a)   The Buyer must use its best endeavours to secure the release
                    of the Seller or any Related Corporation of the Seller from
                    any Guarantee or Encumbrance provided in relation to the
                    Business, effective from Completion.

              (b)   If the Buyer is unable to secure the release under clause
                    10(a), then the Buyer must pay the Seller an amount equal to
                    any Loss which the Seller or any Related Corporation of the
                    Seller pays, suffers, incurs, or is liable for in relation
                    to any Guarantee or Encumbrance referred to in clause 10(a)
                    which relates to any act or omission of the Company after
                    Completion.

11     GUARANTEE AND INDEMNITY

       11.1   GUARANTEE

              The Guarantor unconditionally and irrevocably guarantees to the
              Buyer the due and punctual performance of the Seller's obligations
              under this agreement.

                                                                         page 11

<PAGE>

       11.2   INDEMNITY

              The Guarantor indemnifies and holds the Buyer harmless from and
              against all Loss incurred or suffered by the Buyer and all
              actions, proceedings, claims or demands made against the Buyer as
              a result of default by the Seller in the performance of any such
              obligation.

       11.3   EXTENT OF GUARANTEE AND INDEMNITY

              (a)   This clause 11 applies:

                    (1)    to the present and future obligations of the Seller
                           under this agreement; and

                    (2)    to this agreement, as amended, supplemented, renewed
                           or replaced.

              (b)   The obligations of the Guarantor under this clause 11 extend
                    to any change in the obligations of the Seller as a result
                    of any amendment, supplement, renewal or replacement of this
                    agreement.

              (c)   This clause 11 is not affected, nor are the obligations of
                    the Guarantor under this agreement released or discharged or
                    otherwise affected, by anything which, but for this
                    provision, might have that effect.

              (d)   This clause 11 applies:

                    (1)    regardless of whether the Guarantor is aware of, or
                           has consented to, or is given notice of, any
                           amendment, supplement, renewal or replacement of any
                           agreement to which the Buyer and the Seller are a
                           party or the occurrence of any other thing; and

                    (2)    irrespective of any rule of law or equity to the
                           contrary.

       11.4   CONTINUING GUARANTEE AND INDEMNITY

              This clause 11 is a continuing obligation of the Guarantor despite
              any settlement of account and remains in full force and effect
              until the obligations of the Seller under this agreement have been
              performed.

       11.5   WARRANTIES OF THE GUARANTOR

              The Guarantor represents and warrants to the Buyer that:

              (a)   it has the corporate power to enter into this guarantee and
                    indemnity and has taken all necessary action to authorise
                    the execution, delivery and performance of this agreement;

              (b)   the execution, delivery and performance of this guarantee
                    and indemnity will not violate any provision of:

                    (1)    any law or regulation or any order or decree of any
                           Governmental Agency of the Commonwealth of Australia
                           or any state or territory;

                    (2)    the constitution of the Guarantor; or

                    (3)    any security agreement, deed, contract, undertaking
                           or other instrument to which the Guarantor is a party
                           or which is binding on it.

                                                                         page 12

<PAGE>

       11.6   RIGHTS

              The Guarantor waives any right it has of first requiring any of
              the Buyer Group Companies to commence proceedings or enforce any
              other right against the Seller or any of the Seller Group
              Companies or any other person before claiming under this clause
              11.

                                                                         page 13

<PAGE>

SCHEDULE 1 - SHARE DETAILS

              PART 1 - SELLER

              P.D. International Pty Ltd

              PART 2 - BUYER

              PB Holdings NV of 1170 Brussels, Terhulpsesteenweg 166

              PART 3 - GUARANTOR

              Pacific Dunlop Limited ABN 89 004 085 330 of Level 3, 678 Victoria
              Street, Richmond, Victoria 3121

              PART 4 - COMPANY

              Pacific Brands (Fiji) Limited

              PART 5 - SHARES

<TABLE>
<CAPTION>
                                  PLACE OF         AUTHORISED     ISSUED      SHARES LEGALLY    SHARES HELD ON
                 COMPANY        INCORPORATION       CAPITAL       CAPITAL    OWNED BY SELLER  BEHALF OF THE SELLER
              -----------------------------------------------------------------------------------------------------
              <S>               <C>                <C>            <C>        <C>              <C>
              Pacific           Fiji               F$50,000       50,000     49,999 held by   1 held by
              Brands (Fiji)                        (50,000 @                 Seller           David Graham as
              Limited                              F$1 per                                    trustee for Seller
                                                   share)
</TABLE>

              PART 6 - BUSINESS

              Sourcing of clothing.

                                                                         page 14

<PAGE>

SCHEDULE 2 - WARRANTIES

PART 1 - BUYER'S WARRANTIES

1      BUYER AUTHORISED

       The Buyer has taken all necessary action to authorise the execution,
       delivery and performance of this agreement in accordance with its terms.

2      POWER TO BUY

       The Buyer has full power to enter into and perform its obligations under
       this agreement and can do so without the consent of any other person.

3      NO LEGAL IMPEDIMENT

       So far as the Buyer is aware, the execution, delivery and performance by
       the Buyer of this agreement comply with:

       (a)    each law, regulation, Authorisation, ruling, judgment, order or
              decree of any Governmental Agency;

       (b)    the constitution or other constituent documents of the Buyer; and

       (c)    any Encumbrance or document which is binding on the Buyer.

4      NO LIQUIDATION OR WINDING-UP

       The Buyer has not gone into liquidation nor passed a winding-up
       resolution nor received or published a notice under sections 601AA or
       601AB of the Corporations Act 2001 (Australia) or any similar insolvency
       law in Belgium.

5      NO PETITION

       No petition or other process for winding-up has been presented or
       threatened against the Buyer and there are no circumstances justifying
       such a petition or other process.

6      NO WRIT OF EXECUTION

       No writ of execution has issued against the Buyer.

                                                                         page 15

<PAGE>

7      NO RECEIVER OR ADMINISTRATOR

       No receiver or receiver and manager or administrator of any part of the
       undertaking or assets of the Buyer has been appointed.

8      KNOWLEDGE OF BUYER

       Neither the Buyer nor any holding company (direct or indirect) of the
       Buyer is aware of any matter or thing that at Completion constitutes a
       breach of the Seller's Warranties.

                                                                         page 16

<PAGE>

PART 2 - SELLER'S WARRANTIES

1      AUTHORITIES

       1.1    SELLER AUTHORISED

              The Seller has taken all necessary action to authorise the
              execution, delivery and performance of this agreement in
              accordance with its terms and is validly existing and in good
              standing.

       1.2    POWER TO SELL

              The Seller has full power to enter into and perform its
              obligations under this agreement and is able to sell and transfer
              the Shares being sold by it under this agreement without the
              consent of any other person and free of any pre-emptive rights, or
              rights of first refusal or any other such rights which may
              restrict the transfer of the Shares to the Buyer (except as
              disclosed in writing by the Seller).

       1.3    NO LEGAL IMPEDIMENT

              The execution, delivery and performance by the Seller of this
              agreement complies with:

              (a)   each law, regulation, Authorisation, ruling, judgment, order
                    or decree of any Governmental Agency;

              (b)   the constitution or other constituent documents of the
                    Seller; and

              (c)   any Encumbrance or document which is binding on the Seller.

       1.4    CORPORATE POWER

              The Company:

              (a)   is validly existing and in good standing;

              (b)   is accurately described in part 4 of schedule 1;

              (c)   has full corporate power to own its properties, assets and
                    businesses and to carry on the Business; and

              (d)   has good and marketable title to all the assets included in
                    the Accounts.

       1.5    CONSTITUTION

              The copy of the constitution of the Company given to the Buyer is
              a complete and accurate copy in all material respects.

       1.6    CORPORATE NAME

              The Company does not trade under a name other than its corporate
              name (excluding trademarks or business names registered in a name
              other than its corporate name).

                                                                         page 17

<PAGE>

2      COMPLIANCE WITH LAW

       2.1    COMPLIANCE WITH LAW

              The Company has complied in all material respects with all
              applicable laws (whether applicable to the conduct of the
              Business, the assets of the Business or the Properties) and no
              material contravention or allegation of any material contravention
              of any applicable law is known to the Seller.

       2.2    AUTHORISATIONS

              The Company holds all necessary material Authorisations required
              to conduct the Business, use the assets of the Business and occupy
              the Properties and has paid all fees due in relation to them and
              is not in breach of any conditions under them where such breach
              would be likely to have a material and adverse effect on the
              Business as currently carried on.

3      SHARES AND CAPITAL

       3.1    TITLE

              The Seller is the legal and beneficial owner of the Shares being
              sold by it under this agreement which are free of all Encumbrances
              and other third party interests or rights.

       3.2    ISSUED CAPITAL

              The Shares are all the issued shares in the capital of the Company
              and were validly issued by the Company.

       3.3    FULLY PAID

              The Shares are fully paid and no money is owing in respect of
              them.

       3.4    ISSUE OF OTHER SECURITIES

              The Company is not under any obligation to issue or allot, and has
              not granted any person the right to call for the issue or
              allotment of or exercise any option over, any shares or other
              securities of the Company which is still current and subsisting.

4      POSITION SINCE THE ACCOUNTS DATE

       4.1    POST ACCOUNTS DATE

              Since the Accounts Date the Company has not:

              (a)   entered into any material contract or arrangement outside
                    the ordinary course of trading or otherwise than on arm's
                    length terms;

              (b)   acquired or disposed of any assets other than on arm's
                    length terms in the ordinary course of business;

              (c)   created an Encumbrance over any of its assets;

                                                                         page 18

<PAGE>

              (d)   incurred any indebtedness or liability in the nature of
                    borrowings other than in the ordinary course of business;

              (e)   in the conduct of the Business made any material change to
                    its policy or practice as to the payment of creditors or
                    collection of trade receivables;

              (f)   engaged any new employee to fill a new role with an annual
                    remuneration package in excess of $120,000 or, except in the
                    ordinary course of the Business, terminated the employment
                    of any of its employees or changed in any material respect
                    the terms of employment (including remuneration);

              (g)   sold or agreed to sell any fixed asset with a value of more
                    than $250,000 or bought or committed to buy any fixed asset
                    with a value of more than $250,000;

              (h)   distributed or returned any capital to its members;

              (i)   paid any dividend to its members or paid any management fee
                    or similar amount;

              (j)   issued any shares, options or securities which are
                    convertible into shares in the Company;

              (k)   altered its constitution,

              (l)   incurred or undertaken any actual or contingent liabilities
                    or obligations (including Tax) except in the ordinary course
                    of business; or

              (m)   there has been no change in the accounting policies,
                    practices and principles of the Company,

              except, in respect of the period between the date of this
              agreement and Completion, if the Buyer has first consented in
              writing.

       4.2    SUPPLIERS/CUSTOMERS

              Since the Accounts Date:

              (a)   none of the following suppliers of the Business: Kuehne &
                    Nahgel, Begley Hobba & Manton, Robert Ng, Zenith Media, Dow
                    Chemical, Helm AG, Ulee, Hewlett Packard, PT Goldindo
                    Menawian and BASF has:

                    (1)    reduced the level of its supplies to the Company
                           other than in the ordinary course of business;

                    (2)    indicated an intention to cease or reduce the volume
                           of its trading with the Company after Completion; or

                    (3)    materially altered the terms on which it trades with
                           the Company; or

              (b)   none of the following customers of the Business: Kmart, Big
                    W, Myer/Grace Bros, Target, Best & Less, Lowes Manhattan,
                    Woolworths, Payless Shoes, Harvey Norman and David Jones
                    has:

                    (1)    reduced the level of its custom from the Company
                           other than in the ordinary course of business;

                    (2)    indicated an intention to cease or reduce the volume
                           of its trading with the Company after Completion; or

                                                                         page 19

<PAGE>

                    (3)    materially altered the terms on which it trades with
                           the Company.

5      TANGIBLE ASSETS

       5.1    TITLE TO ASSETS

              All material Tangible Assets are:

              (a)   (other than items under repair and stock-in-transit) in the
                    possession or under the control of the Company; and

              (b)   the absolute property of the Company free of all
                    Encumbrances, other than the Tangible Assets subject to the
                    Assets Leases.

       5.2    ASSETS NOT OWNED

              All material Tangible Assets which are used by the Company but are
              not owned by the Company are used pursuant to the Assets Leases or
              other arrangements entered into on arm's length terms in the
              ordinary course of the Business.

       5.3    PLANT AND EQUIPMENT

              All Plant and Equipment listed in schedule 9 and currently in use
              in the Business is:

              (a)   in good working order;

              (b)   capable of doing the job for which it is now being used; and

              (c)   in reasonable condition having regard to its age and fair
                    wear and tear.

6      ENCUMBRANCES

       6.1    OWNERSHIP OF SHARES

              As at Completion the Seller will be the legal and beneficial owner
              of the Shares being sold by it under this agreement free of
              Encumbrances.

       6.2    DISCHARGES BY COMPLETION

              The Seller has not granted or created, or agreed to grant or
              create, any Encumbrance in respect of the Shares being sold by it
              under this agreement or the assets of the Company other than any
              which will be discharged on or before Completion.

7      INTELLECTUAL PROPERTY RIGHTS

       7.1    SCOPE

              So far as the Seller is aware, the Company owns or has an
              enforceable right to use all intellectual property rights needed
              to carry on the Business in the places and in the manner currently
              carried on.

                                                                         page 20

<PAGE>

       7.2    OWNERSHIP AND USE

              (a)   The Company is the legal and beneficial owner of all the
                    Intellectual Property Rights listed in parts 1 and 3 of
                    schedule 4.

              (b)   The Company has, by way of a valid, binding and enforceable
                    licence from a third party, a lawful right to use in the
                    places and manner in which they are currently used by the
                    Company in the Business all the Intellectual Property Rights
                    listed in part 2 of schedule 4.

       7.3    NO THIRD PARTY RIGHTS

              So far as the Seller is aware, no person, other than the Company
              or a licensee of the Company disclosed in part 3 of schedule 4 has
              any right to any Intellectual Property Right listed in part 1 of
              schedule 4.

       7.4    NO INFRINGEMENT

              So far as the Seller is aware, the use by the Company of the
              Intellectual Property Rights listed in schedule 4 does not breach
              or infringe any Intellectual Property Right of any other person
              nor, so far as the Seller is aware, are there any allegations that
              the Company has infringed or is infringing the intellectual
              property rights of a third party.

       7.5    DISPUTES

              The Company is not currently involved in any material dispute with
              any third party in relation to the Intellectual Property Rights
              listed in schedule 4.

       7.6    ROYALTIES/FEES

              Other than in respect of the Intellectual Property Rights set out
              in part 2 of schedule 4, there are no material royalties, licence
              fees or other similar fees payable by the Company in connection
              with the use of any Intellectual Property Rights.

8      ASSETS LEASES

       8.1    NATURE

              The Assets Leases were entered into within the ordinary course of
              business.

       8.2    NO DEFAULT

              The Company is not and, so far as the Seller is aware, no other
              party to any Assets Lease is, in default under an Assets Lease
              where such breach or default would be materially and adversely
              prejudicial to the Company in carrying on the Business and the
              Company has received no notice of any default of any Asset Lease.

       8.3    VALIDITY

              So far as the Seller is aware, each Asset Lease:

              (a)   is valid and subsisting;

              (b)   has not been amended or modified; and

              (c)   is not terminable by virtue of the sale of the Shares.

                                                                         page 21

<PAGE>

       8.4    ASSETS LEASES USED IN THE BUSINESS

              The Asset Leases constitute all the lease and hire purchase
              agreements used in the Business by the Company.

9      CONTRACTS

       9.1    NATURE OF CONTRACTS

              So far as the Seller is aware, part 1 of schedule 6 and parts 2
              and 3 of schedule 4 contains details of all Contracts which:

              (a)   are not within the ordinary course of ordinary business of
                    the Business;

              (b)   are not on arm's length terms;

              (c)   are not capable of complete performance or termination
                    without payment of damages, within 12 months from the date
                    of this agreement;

              (d)   restrict the Company's freedom to carry on the Business in
                    the places and the manner in which it is currently carried
                    on;

              (e)   are contracts (not being contracts for the purchase or sale
                    of Stock) which are expected to result in expenditure by the
                    Company of more than $1,000,000;

              (f)   are distribution or agency agreements; and

              (g)   entitle the other party to terminate the contract or impose
                    terms less favourable to the Company due to the sale of the
                    Shares.

       9.2    NO DEFAULT

              The Company is not and, so far as the Seller is aware, no other
              party to any Contract is in default under such Contract where such
              breach or default would be materially and adversely prejudicial to
              the Company in carrying on the Business as currently carried on
              and there are no grounds for rescission, avoidance or repudiation
              of any such Contract where such rescission, avoidance or
              repudiation would be materially and adversely prejudicial to the
              Seller in carrying on the Business as currently carried on.

       9.3    FOREIGN CURRENCY

              Part 2 of schedule 6 contains a listing, which is accurate in all
              material respects, of outstanding commitments of the Company
              relevant to the Business as at the date stated in that schedule in
              relation to foreign currency hedging contracts.

       9.4    COPIES OF CONTRACTS

              So far as the Seller is aware, the Data Room contained copies of
              all Contracts which are material to the operation of the Business.

       9.5    TAXES

              All Taxes (including stamp duty or any similar tax) payable on all
              transactions to which the Company is a party, or that the Company
              has an interest in enforcing have been paid or are provided for in
              the Accounts.

                                                                         page 22

<PAGE>

10     PROPERTIES

       10.1   COMPANY'S INTEREST

              The Company has no interest in real property which it uses in the
              Business except for its interest in the Properties.

       10.2   OCCUPATION AND USE

              The Company has exclusive occupation and quiet enjoyment of the
              Properties and the Company's use of the Properties, so far as the
              Seller is aware, complies in all material respects with all acts,
              regulations, planning schemes, developments, approvals, permits
              and requirements (including zoning requirements) of any
              governmental agency (not including in relation to Environmental
              Law, which this warranty does not apply to). None of the
              Properties, so far as the Seller is aware, is subject to any
              sub-lease, tenancy or right of occupation by any other party.

       10.3   NO BREACH

              The Company has not received a notice of default in respect of any
              Property which remains outstanding and asserts non-compliance with
              the lease of that property.

       10.4   NO NOTICES

              The Company has not received any notice from any third party in
              respect of the Properties:

              (a)   in respect of the compulsory acquisition or resumption of
                    any part of any of the Properties; or

              (b)   asserting that the current use of the Properties breaches
                    the requirements of any relevant planning scheme; or

              (c)   which would be likely to have a materially adverse effect on
                    the use of the Properties in the Business as currently used.

       10.5   [NOT USED]

       10.6   PROPERTY DETAILS

              The particulars of the Properties set out in schedule 11 are true
              and correct in all material aspects.

       10.7   PROPERTY DISCLOSURE

              Details of all material documentation pursuant to which the
              Properties are owned, used or occupied by the Company have been
              provided to the Buyer and there are no other documents,
              correspondence or other material which have not been provided to
              the Buyer which would have a material adverse affect on the
              interests of the Company in the Properties.

       10.8   DISPUTES

              There are no material disputes claims or actions relating to any
              of the Properties or their use including, but not limited to,
              disputes with any adjoining or neighbouring owner with respect to
              boundary walls or fences or with respect to any easement, right or
              means of access to the Properties.

                                                                         page 23

<PAGE>

       10.9   [NOT USED]

       10.10  PROPOSED DISPOSAL

              The Company is not a party to any outstanding agreement to acquire
              or dispose of land or Properties or any interest in land or
              Properties.

       10.11  PROPERTY LEASE DISCLOSURE

              In relation to the Property Leases, particulars of which are set
              out in schedule 11:

              (a)   written copies of which have been provided to the Buyer, and
                    are so far as the Seller is aware, complete in all material
                    aspects recordings of their terms and there are no other
                    agreements, documents or understandings in relation to the
                    Property Leases; and

              (b)   so far as the Seller is aware, are current and enforceable.

       10.12  TERMINATION NOTICE

              No lessor under a Property Lease has served any notice to
              terminate the Property Lease.

       10.13  ASSIGNMENT

              Neither the Company nor the Seller:

              (a)   has agreed to any assignment, subletting, parting with
                    possession or surrender of a Property Lease or any part of
                    the property leased; or

              (b)   has given any materially false or misleading information to
                    an authority having jurisdiction over property the subject
                    of a Property Lease.

11     OFFERS OUTSTANDING

              Any offer, tender or quotation made by the Company in respect of
              the Business which is outstanding and capable of acceptance by a
              third party, was made in the ordinary course of the Business.

12     SHAREHOLDINGS

              The Company is not the holder or beneficial owner of any shares or
              other securities in any company.

13     MEMBERSHIPS

              The Company is not a member of any joint venture, partnership or
              unincorporated association (other than a recognised trade
              association).

                                                                         page 24

<PAGE>

14     EMPLOYEES

       14.1   LIST OF EMPLOYEES COMPLETE

              Schedule 8 contains a complete list of the Company's employees
              employed in the Business as at the date indicated in the schedule
              and the Buyer has been given all material details of their
              employment benefits.

       14.2   INCENTIVE SCHEMES

              The Company has not agreed to any share incentive scheme, share
              option scheme, bonus scheme, profit-sharing scheme or other
              employee incentive scheme in respect of the Business or with any
              Employee which has not been fairly disclosed to the Buyer.

       14.3   SERVICE AGREEMENTS

              The Company is not a party to any written employment or service
              agreement with any Employee requiring the giving of more than
              three months notice to the employee which has not been fairly
              disclosed to the Buyer.

       14.4   MANAGEMENT AGREEMENTS

              The Company does not have any material agreement with any person
              for the provision of consulting or management services in respect
              of the Business which has not been fairly disclosed to the Buyer.

       14.5   DISPUTES

              The Company is not involved in any material dispute with any
              employees (past or present) and is not aware of any circumstances
              likely to give rise to any dispute.

       14.6   COMPLIANCE

              The Company is not in breach in any material respect of any
              employment contract with any Employee as at the date of this
              agreement.

       14.7   COMPLIANCE

              The Company has complied with and continues to comply with all
              obligations arising under law, equity, statute (including
              occupational health and safety, annual leave, long service leave,
              equal opportunity, anti-discrimination, Taxation, superannuation,
              workers compensation and industrial laws), award, enterprise
              agreement or other instrument made or approved under any law with
              respect to its past and present employees and contractors.

       14.8   DISCLOSURE

              Except as set out in the Data Room there are no awards, enterprise
              agreements or other instruments made or approved under law which
              apply to employees of the Company.

                                                                         page 25

<PAGE>

15     SUPERANNUATION

       15.1   LIST OF SUPERANNUATION FUNDS

              The Superannuation Funds are the only superannuation schemes or
              pension arrangements to which the Company makes contributions in
              respect of the Employees.

       15.2   FUNDING

              The Company has paid all contributions due by it to the
              Superannuation Funds in respect of the Employees.

16     LITIGATION

       16.1   NOT A PARTY TO ANY LITIGATION

              The Company is not:

              (a)   a party to any material prosecution, litigation or
                    arbitration proceedings; or

              (b)   so far as the Seller is aware, subject to any material
                    administrative or governmental investigation,

              and the Seller is not aware that any such proceeding or
              investigation is threatened or pending.

       16.2   NO CIRCUMSTANCES

              There are no circumstances of which the Seller is aware which may
              give rise to any proceeding or investigation referred to in
              warranty 16.1.

17     [NOT USED]

18     SOLVENCY

       18.1   NO LIQUIDATION OR WINDING-UP

              The Company has not gone into liquidation under the Companies Act
              of Fiji nor been removed from the register kept by the registrar
              of companies in Suva.

       18.2   NO PETITION

              No petition or other process for winding-up has been presented or
              threatened against the Company and there are no circumstances
              justifying such a petition or other process.

       18.3   NO WRIT OF EXECUTION

              No writ of execution has issued against the Company.

                                                                         page 26

<PAGE>

       18.4   NO RECEIVER OR ADMINISTRATOR

              No receiver or statutory manager of any part of the Company's
              undertaking or assets has been appointed.

       18.5   PAYMENT OF DEBTS

              The Company:

              (a)   has not stopped paying its debts as and when they fall due;

              (b)   is not insolvent within the meaning of the Companies Act of
                    Fiji; and

              (c)   is not subject to voluntary administration under the
                    Companies Act of Fiji.

       18.6   LIQUIDATION

              The Seller has not gone into liquidation under the Companies Act
              of Fiji nor been removed from the register kept by the registrar
              of companies in Suva.

       18.7   PETITION

              No petition or other process for winding-up has been presented or
              threatened against the Seller and there are no circumstances
              justifying such a petition or other process.

       18.8   WRIT OF EXECUTION

              No writ of execution has issued against the Seller.

       18.9   RECEIVER MANAGER

              No receiver or statutory manager of any part of the Seller's
              undertaking or assets has been appointed.

19     INSURANCE

       19.1   POLICIES

              Those assets of the Company which are of an insurable nature are
              insured by the Company against fire and other usual risks on a
              basis which the Seller considers commercially prudent.

20     INFORMATION

       20.1   WRITTEN INFORMATION

              In relation to written information provided by the Seller to the
              Buyer in relation to the sale of the Shares sold by it under this
              agreement:

              (a)   if that information comprised copies of documents,
                    correspondence or other materials the copies provided were,
                    so far as the Seller is aware, true and complete;

              (b)   if that information comprised historical data about the
                    Business prepared by the Seller or the Company, that data
                    was, so far as the Seller is aware, true and correct in all
                    material respects.

                                                                         page 27

<PAGE>

       20.2   ACCURACY

              Each of the statements and all information set out, or referred
              to, in the Disclosure Schedule, the schedules numbered 4 to 12 to
              this agreement are complete and accurate in all material respects
              and not misleading.

21     BUSINESS RECORDS

              The Business Records are in the Company's possession or control
              and will be maintained by the Company in accordance with its usual
              practice pending Completion.

22     TAXES AND DUTIES

       22.1   TAX PAID

              Any Tax arising under any Tax Law payable in respect of any
              transaction, income or asset of the Company which has become due
              for payment has been paid.

       22.2   SINCE ACCOUNTS DATE

              The conduct of the Business since the Accounts Date will only give
              rise to liability to Tax in the ordinary course of business.

       22.3   PROVISION IN ACCOUNTS

              Adequate provision has been made in the Accounts for any Tax on
              the Company which is payable or may become payable in respect of
              any transaction or income occurring or arising before the Accounts
              Date but which was unpaid as at the Accounts Date.

       22.4   WITHHOLDING TAX

              Any obligation of the Company under any Tax Law to withhold
              amounts at source, including, but not limited to, withholding tax,
              has been complied with.

       22.5   RECORDS

              The Company has maintained proper and adequate records to enable
              it to comply with its obligations to:

              (a)   prepare and submit any information, notices, computations,
                    returns, declarations, elections and payments required in
                    respect of any Tax Law;

              (b)   prepare any accounts necessary for the compliance of any Tax
                    Law; and

              (c)   retain necessary records as required by any Tax Law.

       22.6   RETURNS SUBMITTED

              The Company has submitted any necessary information, notices,
              computations, returns, declarations and elections to the relevant
              Governmental Agency in respect of any Tax or any Duty relating to
              the Company.

                                                                         page 28

<PAGE>

       22.7   RETURNS ACCURATE

              Any information, notice, computation, return, declaration or
              election which has been submitted by the Company to a Governmental
              Agency in respect of any Tax or Duty:

              (a)   discloses all material facts that should be disclosed under
                    any Tax Law; and

              (b)   has been submitted on time.

       22.8   COPIES ACCURATE

              All copies of any information, notices, computations, returns,
              declarations or elections submitted by the Company in respect of
              any Tax or Duty which have been supplied to the Buyer by the
              Seller are true copies of the originals.

       22.9   NO DISPUTES

              The Company is not currently engaged in any dispute with any
              Governmental Agency in respect of any Tax or Duty and is not aware
              of any circumstances that may give rise to such a dispute.

23     SELLER'S KNOWLEDGE

              The Seller is not aware of any matter or thing that is or may be
              inconsistent with the Buyer's Warranties.

24     EFFECT OF SALE OF SHARES

       24.1   CUSTOMERS/SUPPLIER RELATIONSHIPS

              As far as the Seller is aware, the transfer of the Shares to the
              Buyer under this agreement will not result in any supplier or
              customer of the Company ceasing or being entitled to substantially
              reduce its level of business with the Company.

       24.2   EFFECT OF SALE

              The entry into and performance of this agreement does not and will
              not:

              (a)   result in the breach of any of the terms, conditions or
                    provisions of any agreement or arrangement to which the
                    Company is a party; or

              (b)   relieve any person from any obligation to the Company;

              (c)   result in the creation, imposition, crystallisation or
                    enforcement of any Encumbrance or other third party right or
                    interest on the Company, its assets or undertaking; or

              (d)   result in any indebtedness of the Company becoming due and
                    payable.

                                                                         page 29

<PAGE>

25     TRADE PRACTICES

       So far as the Seller is aware, neither the Company nor any of its
       officers or employees has, in the two years before Completion, committed
       or omitted to do any act or thing the commission or omission of which is
       a material contravention of the Fair Trading Decree 1992 in Fiji.

26     LIABILITY UNDER ASSET AND OTHER SALE AGREEMENTS

       The Company will not have any obligations or liabilities (actual or
       contingent) after Completion to:

       (a)    do any act, matter or thing; or

       (b)    pay any moneys under any indemnity,

       under any agreement entered into prior to Completion for the sale or
       purchase of any business interest, shares or partnership interest.

                                                                         page 30

<PAGE>

SCHEDULE 3 - DISCLOSURE SCHEDULE

              The matters set out in this disclosure schedule constitute formal
              disclosure to the Buyer of facts or circumstances which are, or
              may be, inconsistent with the Seller's Warranties. The Seller
              gives no representation as to the completeness or accuracy of the
              disclosures in this schedule. While some disclosures have, for
              convenience, been set against specific Seller's Warranties, they
              constitute disclosure against any other Seller's Warranty to which
              they may apply.

               Seller Warranty Number        Matter Disclosed

                                                                         page 31

<PAGE>

SCHEDULE 4 - INTELLECTUAL PROPERTY RIGHTS

Part 1 - Intellectual Property Rights owned by the Company

Part 2 - Licenses to the Company to use Intellectual Property Rights

Part 3 - Licenses given by the Company to use its Intellectual Property Rights

                                                                         page 32

<PAGE>

SCHEDULE 5 - SUPERANNUATION FUNDS

              Fiji National Provident Fund - FNPF

                                                                         page 33

<PAGE>

SCHEDULE 6 - CONTRACTS

PART 1 - CONTRACTS

<TABLE>
<CAPTION>
     BUSINESS UNIT                              PARTIES                                         CONTRACT NAME
-------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                                   <C>
Pacific Brands (Fiji)     Pacific Green Industries (Fiji) Limited, Pacific      Asset Sale Agreement, dated 30 July 2001
                          Dunlop Limited and Pacific Brands (Fiji) Limited
</TABLE>

PART 2 - FOREIGN EXCHANGE CONTRACTS

                                                                         page 34

<PAGE>

SCHEDULE 7 - GUARANTEES

                                                                         page 35

<PAGE>

SCHEDULE 8 - EMPLOYEES

              Fareen Jalal

              Aliti Bennion

              Anup Kumar

              Sanjay Naidu

              Pravinesh Lala

              Renal Chandra

              Azad Ali

              Ken Rao

                                                                         page 36

<PAGE>

SCHEDULE 9 - PLANT AND EQUIPMENT

                                                                         page 37

<PAGE>

SCHEDULE 10 - ASSETS LEASES

                                                                         page 38

<PAGE>

SCHEDULE 11 - PROPERTIES

       Factory 3, Section F, Kalabo Tas Free Zone, Valelevu, Fiji.

                                                                         page 39

<PAGE>

SCHEDULE 12 - INTER COMPANY DEBT

                                                                         page 40

<PAGE>

EXECUTED AS AN AGREEMENT:
Signed for and on behalf of
Pacific Dunlop Limited
by its duly authorised Attorney under Power
in the presence of:

/s/ Paul Devereux                               /s/ Carly Mansell
--------------------------------------          --------------------------------
Witness                                         Attorney

Paul Devereux                                   Carly Mansell
--------------------------------------          --------------------------------
Name (please print)                             Name (please print)

Signed for and on behalf of
P.D. International Pty Ltd
by its duly authorised Attorney under Power
in the presence of:

/s/                                             /s/
--------------------------------------          --------------------------------
Witness                                         Attorney


--------------------------------------          --------------------------------
Name (please print)                             Name (please print)

Signed for and on behalf of:
PB Holdings NV
by its duly authorised Attorney under Power
in the presence of:

/s/                                             /s/
--------------------------------------          --------------------------------
Witness                                         Attorney


--------------------------------------          --------------------------------
Name (please print)                             Name (please print)

/s/                                             /s/
--------------------------------------          --------------------------------
Witness                                         Attorney


--------------------------------------          --------------------------------
Name (please print)                             Name (please print)

                                                                         page 41