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                                                                     EXHIBIT 4.5

SHARE SALE AGREEMENT

PD SHARED SERVICES LSM PTY LTD

PD Shared Services Holdings Pty Ltd

Pacific Dunlop Limited

and

Pacific Brands Holdings Pty Ltd

[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 SJL:AS

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                                                        LSM share sale agreement

TABLE OF CONTENTS

Clause                                                                   Page

1        Definitions and interpretation                                     1

         1.1      Definitions                                               1
         1.2      Interpretation                                            4
         1.3      Business Day                                              5

2        Sale and purchase                                                  5

         2.1      Sale of shares                                            5
         2.2      Associated rights                                         5

3        Purchase Price                                                     6

         3.1      Amount                                                    6
         3.2      Payment at Completion                                     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                       7

5        Before Completion                                                  8

         5.1      Carrying on Business                                      8
         5.2      Treatment of Cash in Hand                                 8
         5.3      Inter Company Debt                                        9
         5.4      31 August Accounts                                        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                                 11
         9.4      Related Corporations                                     11
         9.5      Severability                                             11

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                                                        LSM share sale agreement

10       Release of guarantees                                             11

11       Guarantee and indemnity                                           12

         11.1     Guarantee                                                12
         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
         11.6     Rights                                                   13

12       Employees                                                         13

         12.1     Seconded Employees                                       13
         12.2     No limitation                                            14

13       Head office services                                              14

14       Restrictions on the Company and Business                          14

Schedule 1 - Share Details                                                 15

Schedule 2 - Warranties                                                    16

Part 1 - Buyer's warranties                                                16

1        Buyer Authorised                                                  16

2        Power to buy                                                      16

3        No legal impediment                                               16

4        No liquidation or winding-up                                      16

5        No petition                                                       16

6        No writ of execution                                              16

7        No receiver or administrator                                      16

8        Knowledge of Buyer                                                17

Part 2 - Seller's warranties                                               18

1        Authorities                                                       18

         1.1      Seller authorised                                        18
         1.2      Power to sell                                            18
         1.3      No legal impediment                                      18
         1.4      Corporate power                                          18

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                                                        LSM share sale agreement

         1.5      Constitution                                             18
         1.6      Corporate name                                           18

2        Compliance with law                                               19

         2.1      Compliance with law                                      19
         2.2      Authorisations                                           19

3        Shares and capital                                                19

         3.1      Title                                                    19
         3.2      Issued capital                                           19
         3.3      Fully paid                                               19
         3.4      Issue of other securities                                19

4        Position since the Accounts Date                                  19

         4.1      Post Accounts Date                                       19
         4.2      [Not used]                                               20

5        Tangible Assets                                                   20

         5.1      Title to assets                                          20
         5.2      Assets not owned                                         21
         5.3      Plant and Equipment                                      21

6        Encumbrances                                                      21

         6.1      Ownership of Shares                                      21
         6.2      Discharges by Completion                                 21

7        Intellectual Property Rights                                      21

         7.1      Scope                                                    21
         7.2      Ownership and use                                        21
         7.3      No third party rights                                    22
         7.4      No infringement                                          22
         7.5      Disputes                                                 22
         7.6      Royalties/fees                                           22

8        Assets Leases                                                     22

         8.1      Nature                                                   22
         8.2      No default                                               22
         8.3      Validity                                                 22
         8.4      Assets Leases used in the Business                       22

9        Contracts                                                         23

         9.1      Nature of Contracts                                      23
         9.2      No default                                               23
         9.3      Foreign currency                                         23
         9.4      Copies of Contracts                                      23
         9.5      Taxes                                                    23

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10       Properties                                                        24

         10.1     Company's Interest                                       24
         10.2     Occupation and Use                                       24
         10.3     No breach                                                24
         10.4     No notices                                               24
         10.5     [Not used]                                               24
         10.6     Property details                                         24
         10.7     Property disclosure                                      24
         10.8     Disputes                                                 25
         10.9     [Not used]                                               25
         10.10    Proposed disposal                                        25
         10.11    Property Lease disclosure                                25
         10.12    Termination notice                                       25
         10.13    Assignment                                               25

11       Offers outstanding                                                25

12       Shareholdings                                                     25

13       Memberships                                                       26

14       Employees                                                         26

         14.1     List of Employees complete                               26
         14.2     Incentive schemes                                        26
         14.3     Service agreements                                       26
         14.4     Management agreements                                    26
         14.5     Disputes                                                 26
         14.6     Compliance                                               26
         14.7     Compliance                                               26
         14.8     Disclosure                                               27

15       Superannuation                                                    27

         15.1     List of Superannuation Funds                             27
         15.2     Funding                                                  27

16       Litigation                                                        27

         16.1     Not a party to any litigation                            27
         16.2     No circumstances                                         27

17       [Not used]                                                        27

18       Solvency                                                          28

         18.1     No liquidation or winding-up                             28
         18.2     No petition                                              28
         18.3     No writ of execution                                     28
         18.4     No receiver or administrator                             28
         18.5     Payment of debts                                         28

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         18.6     Liquidation                                              28
         18.7     Petition                                                 28
         18.8     Writ of execution                                        28
         18.9     Receiver manager                                         28

19       Insurance                                                         29

         19.1     Policies                                                 29

20       Information                                                       29

         20.1     Written information                                      29
         20.2     Accuracy                                                 29

21       Business Records                                                  29

22       Taxes and duties                                                  29

         22.1     Tax paid                                                 29
         22.2     Since Accounts Date                                      29
         22.3     [Not used]                                               30
         22.4     Withholding tax                                          30
         22.5     Records                                                  30
         22.6     Returns submitted                                        30
         22.7     Returns accurate                                         30
         22.8     Copies accurate                                          30
         22.9     No disputes                                              30

23       Seller's knowledge                                                30

24       Effect of Sale of Shares                                          31

         24.1     Customers/supplier relationships                         31
         24.2     Effect of sale                                           31

25       Trade Practices                                                   31

26       Liability under asset and other sale agreements                   31

27       Financial position                                                31

28       Business                                                          32

Schedule 3 - Disclosure Schedule                                           33

Schedule 4 - Intellectual Property Rights                                  34

Schedule 5 - Superannuation funds                                          35

Schedule 6 - Contracts                                                     36

Schedule 7 - Guarantees                                                    37

Schedule 8 - Employees                                                     38

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                                                        LSM share sale agreement

Schedule 9 - Plant and Equipment                                           43

Schedule 10 - Assets Leases                                                44

Schedule 11 - Properties                                                   45

Schedule 12 - Inter Company Debts                                          46

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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:

                  31 August Accounts has the meaning given in clause 5.4;

                  Accenture Group means Accenture Australia Pty Ltd ACN 096 776
                  895 (Accenture) and its Related Corporations and Accenture's
                  ultimate parent company Accenture Ltd (a company registered in
                  Bermuda under Number EC 30090) and that company's subsidiaries
                  as at 20 September 2001;

                  Accounts Date means 30 June 2001;

                  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, to the extent relating to the
                  Business, 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;

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                                                        LSM share sale agreement

                  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;

                  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;

                  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 by the Company 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 Seller which relate exclusively to
                  the Business which remain current as at Completion, including
                  but not limited to those contracts listed in part 2 of
                  schedule 6;

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                                                        LSM share sale agreement

                  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;

                  Pacific Brands Employees means the Employees who are employed
                  in the conduct of the Pacific Brands Business, as listed in
                  part 1 of schedule 8;

                  Partnership means the partnership between PD Shared Services
                  Pty Ltd ACN 092 830 227 and PD Shared Services Holdings Pty
                  Ltd ACN 092 811 080, known as the "Novare partnership";

                  PDL Group means Pacific Dunlop Limited ABN 89 004 085 330 and
                  its Related Corporations, immediately before Completion;

                  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;

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                                                        LSM share sale agreement

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

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

                  Properties means the properties leased under the Property
                  Leases;

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

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

                  Seconded Employees means those Employees who are not employed
                  in the conduct of the Pacific Brands Business, as listed in
                  part 2 of schedule 8;

                  Shares means all the issued shares in the capital of the
                  Company, as specified in part 5 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;

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

                  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;

                  (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;

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                                                        LSM share sale agreement

                  (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.

2        SALE AND PURCHASE

         2.1      SALE OF SHARES

                  Subject to the Conditions having been fulfilled or waived in
                  accordance with the Coordination Agreement, the Seller will
                  sell and 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.

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                                                        LSM share sale agreement

3        PURCHASE PRICE

         3.1      AMOUNT

                  The Purchase Price payable for the Shares is $1.00, plus any
                  amount payable under clause 5.2(b).

         3.2      PAYMENT AT COMPLETION

                  The Buyer must pay the Purchase Price to the Seller at
                  Completion.

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;

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

                  (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 in relation to the
                      Intellectual Property Rights;

                  (f) the written resignations of all directors and the
                      secretary of the Company (including a written
                      acknowledgment that he or she has no Claim against the
                      Company for loss of office, breach of contract,
                      redundancy, compensation, payment or repayment of loans or
                      otherwise, except for payments properly payable as an
                      employee for accrued salary, holiday pay and long service
                      leave up to the Completion Date), to be effective on the
                      appointment of the directors to be appointed at the Board
                      meetings to be convened under clause 4.3;

                  (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).

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         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 as the holder of
                      the Shares in the books of the Company;

                  (b) appointment of the nominees of the Buyer as directors of
                      the Company;

                  (c) alteration of the registered office of the Company to a
                      registered office nominated by the Buyer; and

                  (d) 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) execute the transfers of Shares delivered by the Seller
                      pursuant to clause 4.2(b); and

                  (b) deliver to the Seller written consents to act from the
                      persons nominated by the Buyer as the directors and
                      secretary of the Company.

         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.

                  (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.

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                                                        LSM share sale agreement

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 pays any management fee
                      or similar amount;

                  (j) issue any shares, options or securities which are
                      convertible into shares in the Company; 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) An amount equal to any Cash in Hand held by the Company as
                      at the Effective Time, will be added to the Purchase
                      Price, except to the extent that all or part of the Cash
                      in Hand is an amount required to ensure that the Seller
                      complies with the warranty contained in paragraph 27 of
                      the Seller's Warranties.

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                                                        LSM share sale agreement

         5.3      INTER COMPANY DEBT

                  The Buyer acknowledges that prior to Completion, the Seller
                  will procure that any Inter Company Debt owing to or by the
                  Company is satisfied or otherwise extinguished, including but
                  not limited to those Inter Company Debts listed in schedule
                  12. The Seller will provide evidence to the Buyer of any such
                  satisfaction of debt on or prior to Completion.

         5.4      31 AUGUST ACCOUNTS

                  As soon as possible after they are made available to the
                  Seller, the Seller will deliver to the Buyer a copy of the
                  statutory accounts of the Company, such statutory accounts
                  comprising the profit and loss account for the Company for the
                  year ended 31 August 2001 and the balance sheet of the Company
                  as at the same date, each audited by the auditors of the
                  Guarantor (31 August Accounts).

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.

                  (c) Subject to clauses 7(d) and 7(e), the Seller agrees and
                      undertakes to indemnify on demand and hold harmless the
                      Buyer from and against any and all direct Losses
                      (including in respect of any Employee) incurred by the
                      Buyer or its Related Corporations or the Company or for
                      which any of them may become liable solely as a result of
                      any act or omission by (or on behalf of) or claim against
                      the Company before Completion or the conduct of the
                      Business at any time prior to Completion.

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                                                        LSM share sale agreement

                  (d) The Seller will only be liable to the Buyer under clause
                      7(c) to the extent that the Losses claimed cause or
                      increase the extent of a breach of the warranty given in
                      paragraph 27 of the Seller's Warranties, had those Losses
                      been taken into account in the preparation of accounts for
                      the Company at Completion as contemplated by paragraph 27
                      of the Seller's Warranties.

                  (e) The Seller is not liable to the Buyer under clause 7(c) if
                      the Buyer is entitled to make a claim under the Tax
                      Indemnity Deed in respect of the Losses sought to be
                      recovered, in which case the Buyer may only claim in
                      respect of those Losses under the Tax Indemnity Deed.

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 Australia:

                  (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:

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                                                        LSM share sale agreement

                  (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 25%
                      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:

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

                  (b) holding less than 10% 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
                      unenforceability 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

                                                                         page 11

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                                                        LSM share sale agreement

                      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.

                  (c) [Not used]

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.

         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:

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                                                        LSM share sale agreement

                  (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.

         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.

12       EMPLOYEES

         12.1     SECONDED EMPLOYEES

                  (a) The Buyer will procure the secondment of the Seconded
                      Employees to the Partnership (Secondments) for the period
                      commencing on Completion and ending up to 3 months after
                      Completion (Secondment Period).

                  (b) At any time on or before the end of the Secondment Period
                      the PDL Group or any third party customer of the
                      Partnership may offer employment to a Seconded Employee.
                      If a Seconded Employee accepts employment with the PDL
                      Group or such third party, then the Buyer will procure the
                      release of that Seconded Employee from employment with the
                      Company.

                  (c) Unless the Buyer elects to retain the employment of a
                      Seconded Employee by the Company after the end of the
                      Secondment Period, then the Buyer must, unless the parties
                      otherwise agree, procure the termination of the employment
                      of that Seconded Employee with effect on and from the end
                      of the Secondment Period. The Buyer shall procure that the
                      Company terminates the employment of the Seconded
                      Employees upon the terms and conditions advised by the
                      Seller and shall make such payments to the Seconded
                      Employees on termination as the Seller directs.

                  (d) The Seller is responsible for, and indemnifies and holds
                      the Buyer harmless from and against, all costs and
                      expenses (net of tax) associated with the employment of
                      the Seconded Employees accruing after Completion,
                      including without limitation:

                      (1) all costs of the Company in remunerating the Seconded
                          Employees;

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                                                        LSM share sale agreement

                      (2) all other employee entitlements accruing to the
                          Seconded Employees during the Secondment Period,
                          including but not limited to superannuation
                          contributions and all long service, sick leave and
                          annual leave entitlements;

                      (3) all costs of the Company as a result of terminating
                          the employment of Seconded Employees in accordance
                          with clause 12.1(c), except to the extent that such
                          costs relate to the period before Completion.

                  (e) For the avoidance of doubt, if a Seconded Employee is
                      retained in employment by the Company after the Secondment
                      Period, the Seller has no further responsibility for the
                      costs associated with the employment of, or termination
                      of, that Employee.

         12.2     NO LIMITATION

                  The limitations on claims applying to the Buyer under clause 7
                  of the Co-ordination Agreement do not apply to any Claim made
                  by the Buyer under the indemnities given by the Seller under
                  this clause 13 or clause 7(c).

13       HEAD OFFICE SERVICES

                  (a) The Buyer acknowledges that, at Completion, certain
                      Pacific Brands Employees are engaged in providing services
                      to the PDL Group (Head Office Services).

                  (b) The Buyer must ensure that for 3 months following
                      Completion, the Head Office Services are provided to the
                      Guarantor at the pricing, to the standard of service and
                      with the level of resources as existed immediately prior
                      to Completion.

14       RESTRICTIONS ON THE COMPANY AND BUSINESS

                  The Buyer will not and will procure that the Company does not,
                  after Completion:

                  (a) use:

                      (1) the services of the Employees; or

                      (2) any tangible or intangible assets owned by the
                          Company or previously used by the Partnership for the
                          Pacific Brands Business,

                      for the purposes of providing outsourced services in
                      competition with any member of the Accenture Group;

                  (b) sell the Company or the Business to any third party
                      competitor of any member of the Accenture Group.

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                                                        LSM share sale agreement

SCHEDULE 1 - SHARE DETAILS

         PART 1 - SELLER

         PD Shared Services Holdings Pty Ltd ABN 75 092 811 080 of Level 3, 678
         Victoria Street, Richmond, Victoria 3121

         PART 2 - BUYER

         Pacific Brands Holdings Pty Ltd ACN 098 704 646, c/- Minter Ellison, 88
         Phillip Street, Sydney New South Wales 2000

         PART 3 - GUARANTOR

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

         PART 4 - COMPANY

         PD Shared Services LSM Pty Ltd ABN 77 093 040 745 of Level 3, 678
         Victoria Street, Richmond, Victoria 3121

         PART 5 - SHARES

         100 ordinary shares

         PART 6 - BUSINESS

         The provision of personnel to the Partnership to perform various
         functions for PDL Group and customers of the PDL Group.

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                                                        LSM share sale agreement

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:

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

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

         (3) 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.

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.

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.

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                                                        LSM share sale agreement

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 17

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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 it 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).

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                                                        LSM share sale agreement

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;

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                                                        LSM share sale agreement

                  (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;

                  (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      [NOT USED]

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 ;

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

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                                                        LSM share sale agreement

         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.

         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.

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                                                        LSM share sale agreement

         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.

         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.

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                                                        LSM share sale agreement

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 which are expected to result in expenditure
                      by the Company of more than $1,000,000;

                  (f) are distribution or agency agreements:

                  (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.

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                                                        LSM share sale agreement

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 Leased 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.

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                                                        LSM share sale agreement

         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.

         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.

                                                                         page 25

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                                                        LSM share sale agreement

13       MEMBERSHIPS

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

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.

                                                                         page 26

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                                                        LSM share sale agreement

         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.

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]

                                                                         page 27

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                                                        LSM share sale agreement

18       SOLVENCY

         18.1     NO LIQUIDATION OR WINDING-UP

                  The Company has not gone into liquidation under Corporations
                  Act nor been removed from the companies register.

         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.

         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 Corporations
                      Act; and

                  (c) is not subject to voluntary administration under the
                      Corporations Act.

         18.6     LIQUIDATION

                  The Seller has not gone into liquidation under the
                  Corporations Act nor been removed from the companies register.

         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.

                                                                         page 28

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                                                        LSM share sale agreement

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.

         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.

                                                                         page 29

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                                                        LSM share sale agreement

         22.3     [NOT USED]

         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.

         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.

                                                                         page 30

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                                                        LSM share sale agreement

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.

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 Trade Practices Act in
         Australia.

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.

27       FINANCIAL POSITION

                  If a balance sheet of the Company, prepared on a consistent
                  basis with the principles used to prepare the 31 August
                  Accounts, was produced at Completion, the net asset position
                  (excluding any Cash In Hand included as part of the Purchase
                  Price under clause 5.2(b)) of the Company would be positive.

                                                                         page 31

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                                                        LSM share sale agreement

28       BUSINESS

                  Since incorporation, the Company has not carried on any
                  business other than the Business. For the avoidance of doubt,
                  the Company has not incurred any liabilities or obligations
                  other than in the ordinary course of business of the Business.

                                                                         page 32

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                                                        LSM share sale agreement

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 33

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                                                        LSM share sale agreement

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 34

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                                                        LSM share sale agreement

SCHEDULE 5 - SUPERANNUATION FUNDS

                  Accenture Employees Superannuation Fund

                                                                         page 35

<PAGE>

                                                        LSM share sale agreement

SCHEDULE 6 - CONTRACTS

PART 1 - CONTRACTS

                  Time and materials service agreement between the Company and
                  Dialog Pty Ltd dated 17 October 2001.

PART 2 - FOREIGN EXCHANGE CONTRACTS

                                                                         page 36

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                                                        LSM share sale agreement

SCHEDULE 7 - GUARANTEES

                                                                         page 37

<PAGE>

                                                        LSM share sale agreement

SCHEDULE 8 - EMPLOYEES

PART 1 - PACIFIC BRANDS EMPLOYEES

1        Burke, Anne

2        Clarke, Heather

3        Craggs, Penelope

4        Daley, Linda

5        Davies, Lisa

6        Del Rosario, Luis

7        Ellul, Gail

8        Ely, Lois

9        Gabler, Otto

10       Jackson, Claudette

11       Kusnadi, Surja

12       Labbett, Pauline

13       Lalor, Robin

14       Lill, Christine

15       Lim, Eng

16       Loos, Denis

17       Lorkovic, Lily

18       Lucich, Thomas

19       Luton, Elizabeth

20       Morris, Linda

21       Nacua, Nida

22       Parsons, Patricia

23       Pavin, Anna

24       Perry, Angela

25       Poveda, Bernarda

26       Robinson, Belinda

27       Sharma, Praveen

28       Stamboulis, Marjorie

29       Sumcad, Josephine

30       Taylor, Marilyn

31       Weeks, Belinda

32       Weldrake, Paulette

                                                                         page 38

<PAGE>

                                                        LSM share sale agreement

33       Whatson, Julie

34       Zakarian, Azatue

35       Alfaiate, Sonia

36       Ambalavanar, Kiruba

37       Andrews, Rhonda

38       Austen, Russell

39       Ball, Sheena

40       Bennetts, Victor

41       Berlouis, Harry

42       Bitzikopoulos, Emma

43       Boulat, Janna

44       Brown, Timothy

45       Buckland, Simon

46       Camilleri, Andrew

47       Carmody, Annette

48       Carter, Flora

49       Catalano, Fiona

50       Chia, Clifford

51       Clissold, Karen

52       Coker, Paul

53       Comber, Gregory

54       Cronin, Caroline

55       Csakvari, Naomi

56       Curry, Peter

57       Daniele, Peter

58       Darmody, Carolyn

59       Davies, Sean

60       Dean, Maureen

61       Driessen, Judith

62       Dwyer, Andrew

63       Elford, Debbie

64       Fletcher, Ian

65       Fox, Kylie

66       Galgey, Patricia

                                                                         page 39

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                                                        LSM share sale agreement

67       Geary, Alicia

68       Graham, Stephen

69       Greco, Mara

70       Guy, Carmel

71       Halvadakis, Sylvana

72       Hanley, Wayne

73       Hawthorne, Jarrod

74       Huang, Josephine

75       Hudson, Diane

76       Huynh, Diem

77       Jansen, Sharon

78       Jilich, Maurus

79       Johnston, Elizabeth

80       Kaiser, Margaret

81       Kerger, Mark

82       Kickert, Vanessa

83       Kontra, Andrew

84       Koresis, Chrisostonos

85       Lee, Richard

86       Lillycrapp, Ruth

87       Logiudice, Julie

88       Macleod, Sheena

89       Macnab, Ron

90       Mahon, Jennifer

91       Mandaliti, Antonio

92       Marks, Glenn

93       Marston, Mark

94       Martin, Sandy

95       McDonald, Alice

96       McKay, Peter

97       McKinnon, Andrew

98       McNeill, Murray

99       Meco, Emidia

100      Millar, Melinda

                                                                         page 40

<PAGE>

                                                        LSM share sale agreement

101      Monk, Sharon

102      Murray, Louise

103      O'Malley, Louise

104      O'Reardon, David

105      Oh-Williams, Anny

106      Oliver, Beverley

107      Papatheodorou, Harry

108      Papworth, Serena

109      Parisi, Lorraine

110      Parker, Marilyn

111      Paten, Gregory

112      Pengelly, Stephen

113      Pennington, John

114      Perna, Irene

115      Perrusio, Marianna

116      Pickering, Raymond

117      Pickett, Catherine

118      Polini, Penny

119      Poon, Bill

120      Rapke, Damon

121      Rathgen, Scott

122      Ream, Mina

123      Reynolds, Matthew

124      Roberts, Michaela

125      Schouteten, Jason

126      Shepherd, Sheridan

127      Stamatakis, Marianne

128      Starkowski, John

129      Stenzel, Renata

130      Stewart, Malcolm

131      Stirling, Sylvia

132      Stone, Karen

133      Swift, Kathleen

134      Tadross, Marianne

                                                                         page 41

<PAGE>

                                                        LSM share sale agreement

135      Tainton-Smith, Lisa

136      Tan, Tjai

137      Taylor, Gregory

138      Thackray, David

139      Thompson, Vanessa

140      Thorp, Karen

141      Veselinovski, Stojan

142      Vong, Karen

143      Walters, Andree

144      Ward, Kerry

145      Williams, Eva

146      Willits, Barbara

147      Wong, Linda

148      Zheng, Jianxue


PART 2 - SECONDED EMPLOYEES

1        Brunner, Shane

2        Capstick, Timothy

3        Flynn, Lisa

4        Francis, Peter

5        Harvey, Andrew

6        Height, Roslyn

7        Henderson, Maree

8        Hill, Christopher

9        Jungwirth, Stanley

10       Lingwood-Smith,Grant

11       Naish, Phil

12       Norman, Peter

13       Sullivan, Jamie

                                                                         page 42

<PAGE>

                                                        LSM share sale agreement

SCHEDULE 9 - PLANT AND EQUIPMENT

1        Office fit-out and partitions  located at Richmond,  Victoria office
         (Level 1, Building 10, 658 Church Street, Richmond, Victoria)

2        Office  fit-out and  partitions  located at  Wentworthville,  New South
         Wales  office  (190  Dunmore  Street, Wentworthville, New South Wales)

                                                                         page 43

<PAGE>

                                                        LSM share sale agreement

SCHEDULE 10 - ASSETS LEASES

                                                                         page 44

<PAGE>

                                                        LSM share sale agreement

SCHEDULE 11 - PROPERTIES

         Part Level 1, Building 10, 658 Church Street, Richmond, Victoria 3121,
         leased by the Company under the Sub-Lease between Australand Wholesale
         Investments Limited, Pacific Dunlop Limited and the Company.

         Arrangement between the Company and Bonds Industries Pty Ltd in respect
         of the premises leased by the Company at 190 Dunmore Street,
         Wentworthville, New South Wales 2145.

                                                                         page 45

<PAGE>

                                                        LSM share sale agreement

SCHEDULE 12 - INTER COMPANY DEBTS

                                                                         page 46

<PAGE>

                                                        LSM share sale agreement

EXECUTED AS AN AGREEMENT:

Signed for and on behalf of
PD Shared Services LSM Pty Ltd
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
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 sealed and delivered by
Pacific Brands Holdings Pty Ltd
in the presence of:

/s/  Andrew Cummins                        /s/  Justin Ryan
---------------------------------------    -------------------------------------
Director                                   Director

Andrew Cummins                             Justin Ryan
---------------------------------------    -------------------------------------
Name (please print)                        Name (please print)

                                                                         page 47