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                                                                    EXHIBIT 4.10

STOCK PURCHASE AGREEMENT

PACBRANDS USA INC

Pacific Dunlop Holdings (USA) Inc

Pacific Dunlop Limited

and

PB Holdings NV

[LOGO OF FREEHILLS]

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

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

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

Reference NJW:BAE

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TABLE OF CONTENTS

Clause                                                                      Page

1        Definitions and interpretation                                        1

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

2        Sale and purchase                                                     5

         2.1      Sale of shares                                               5
         2.2      Associated rights                                            6

3        Purchase Price                                                        6

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

4        Completion                                                            6

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

5        Before Completion                                                     8

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

6        After Completion                                                      9

         6.1      Obligations relating to Taxes or Duties                      9
         6.2      Consultation                                                 9

7        Warranties                                                            9

8        Limitation of liability                                               9

9        Competition                                                          10

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

10       Release of guarantees                                                11

11       Guarantee and indemnity                                              11

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

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         11.6     Rights                                                      13

Schedule 1 - Share Details                                                    14

Schedule 2 - Warranties                                                       15

Schedule 3 - Disclosure Schedule                                              31

Schedule 4 - Intellectual Property Rights                                     32

Schedule 5 - [Not used]                                                       33

Schedule 6 - Contracts                                                        34

Schedule 7 - Guarantees                                                       35

Schedule 8 - Employees                                                        36

Schedule 9 - Plant and Equipment                                              37

Schedule 10 - Assets Leases                                                   38

Schedule 11 - Properties                                                      39

Schedule 12 - Inter Company Debt                                              40

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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:

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

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

                  Accounts Date means 30 June 2001;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (a)      the Assets Leases; and

                  (b)      leases in relation to the Properties;

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

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

                  Dollars, A$ and $ means Australian dollars unless otherwise
                  defined;

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

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

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

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

                  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);

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

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

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

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

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

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

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

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

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

                  immediately before Completion;

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

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

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

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

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

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

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

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

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                  Properties means the properties leased under the Property
                  Leases;

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

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

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

                  Related Corporation means an "Affiliate" as defined in Rule
                  12b-2 promulgated under the U.S. Securities Exchange Act of
                  1934;

                  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;

                  Shares means all the issued shares in the capital of the
                  Company, as specified in part 5 of schedule 1;

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

                  Tangible Assets means Plant and Equipment and Stock;

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

                  Tax Law means any law relating to Tax; and

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

         1.2      INTERPRETATION

                  In this agreement, unless the context otherwise requires:

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

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

                  (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;

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

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

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

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

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

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

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

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

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

         1.3      BUSINESS DAY

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

         1.4      CONFLICT

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

2        SALE AND PURCHASE

         2.1      SALE OF SHARES

                  Subject to the Conditions having been fulfilled or waived in
                  accordance with the Co-ordination Agreement, the Seller will
                  sell and the Buyer will buy the Shares

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                  for the Purchase Price free of Encumbrances and other third
                  party rights on Completion.

         2.2      ASSOCIATED RIGHTS

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

3        PURCHASE PRICE

         3.1      AMOUNT

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

         3.2      PAYMENT AT COMPLETION

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

         3.3      FINAL PAYMENT

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

4        COMPLETION

         4.1      DATE FOR COMPLETION

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

         4.2      DELIVERY OF DOCUMENTS

                  At Completion, the Seller must deliver to the Buyer:

                  (a)      original share certificates for the Shares;

                  (b)      stock powers relating to the Shares in forms
                           acceptable to the Buyer duly 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;

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                  (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)
                           except Bradley Milnes and Allan Mackay, to be
                           effective on the Completion Date;

                  (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;

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

                  (j)      the consent to the change of control of the Company
                           from Jockey International Inc in respect of the
                           Licence Agreement dated 12 March 1999.

         4.3      BOARD MEETINGS

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

                  (a)      approval and ratification of the power of attorney of
                           the Company;

                  (b)      approval of the execution and delivery of this
                           agreement by the attorneys on Completion; and

                  (c)      approval of the execution and delivery by the
                           attorneys of all instruments and documents required
                           under this agreement.

         4.4      BUYER'S OBLIGATIONS AT COMPLETION

                  At Completion the Buyer must pay the Seller an estimate of the
                  Purchase Price in accordance with clause 3.2

         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

                                                                          page 7

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                           be made at or immediately after completion (as
                           defined in each Linked Transaction Agreement) have
                           been made.

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

         4.6      CONDUCT UNTIL SHARES ARE REGISTERED

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

5        BEFORE COMPLETION

         5.1      CARRYING ON BUSINESS

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

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

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

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

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

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

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

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

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

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

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

                  (k)      alter its certificate of incorporation or by laws,

                                                                          page 8

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

         5.2      TREATMENT OF CASH IN HAND

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

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

         5.3      INTER COMPANY DEBT

                  The 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.

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 favor 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 favor of
                           the Buyer on and subject to the terms set out in the
                           Co-ordination Agreement.

                                                                          page 9

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8        LIMITATION OF LIABILITY

                  The Seller gives the Seller's Warranties in favor 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 the United States of America:

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

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

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

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

         9.2      ACQUISITION OF INTERESTS IN COMPETING BUSINESSES

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

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

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

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

         9.3      EXCLUSION FROM RESTRAINT

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

                                                                         page 10

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

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

         9.4      RELATED CORPORATIONS

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

         9.5      SEVERABILITY

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

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

10       RELEASE OF GUARANTEES

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

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

11       GUARANTEE AND INDEMNITY

         11.1     GUARANTEE

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

         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

                                                                         page 11

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                  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 Principal under this
                  agreement have been performed.

         11.5     WARRANTIES OF THE GUARANTOR

                  The Guarantor represents and warrants to the Buyer that:

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

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

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

                           (2)      the constitution of the Guarantor; or

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

                                                                         page 12

<PAGE>

         11.6     RIGHTS

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

                                                                         page 13

<PAGE>

SCHEDULE 1 - SHARE DETAILS

         PART 1 - SELLER

         Pacific Dunlop Holdings (USA) Inc.

         PART 2 - BUYER

         PB Holdings NV of 1170 Brussels, Terhulpsesteenweg 166

         PART 3 - GUARANTOR

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

         PART 4 - COMPANY

         PacBrands USA Inc

         PART 5 - SHARES

<TABLE>
<CAPTION>
                                                                             SHARES
                                                                             LEGALLY        SHARES HELD ON
                              PLACE OF         AUTHORISED      ISSUED        OWNED BY       BEHALF OF THE
         COMPANY              INCORPORATION    CAPITAL         CAPITAL       SELLER         SELLER
         -------------------------------------------------------------------------------------------------
         <S>                  <C>              <C>             <C>           <C>            <C>
         PacBrands USA Inc    State of         US$1000 (1000   100           100 held by    Nil
                              Delaware,        @ US$1 per                    Seller
                              United States    share)
                              of America
</TABLE>

         PART 6 - BUSINESS

         Distribution and sale of thermal underwear

                                                                         page 14

<PAGE>

SCHEDULE 2 - WARRANTIES

PART 1 - BUYER'S WARRANTIES

1        BUYER AUTHORIZED

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

2        POWER TO BUY

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

3        NO LEGAL IMPEDIMENT

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

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

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

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

4        NO LIQUIDATION OR WINDING-UP

         The Buyer has not gone into liquidation nor passed a winding-up or
         dissolution resolution.

5        NO PETITION

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

6        NO WRIT OF EXECUTION

         No writ of execution has issued against the Buyer.

                                                                         page 15

<PAGE>

7        NO RECEIVER OR ADMINISTRATOR

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

8        KNOWLEDGE OF BUYER

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

                                                                         page 16

<PAGE>

PART 2 - SELLER'S WARRANTIES

1        AUTHORITIES

         1.1      SELLER AUTHORIZED

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

         1.2      POWER TO SELL

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

         1.3      NO LEGAL IMPEDIMENT

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

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

                  (b)      the Certificate of Incorporation and By-laws 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      CERTIFICATE OF INCORPORATION

                  The copy of the Certificate of Incorporation and By-laws of
                  the Company given to the Buyer is a complete and accurate copy
                  in all material respects.

         1.6      CORPORATE NAME

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

                                                                         page 17

<PAGE>

2        COMPLIANCE WITH LAW

         2.1      COMPLIANCE WITH LAW

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

         2.2      AUTHORIZATIONS

                  The Company holds all necessary material Authorizations
                  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 any option, warrant, purchase
                  right, or other contract or commitment to issue any shares or
                  other securities of the Company which is still current and
                  subsisting.

4        POSITION SINCE THE ACCOUNTS DATE

         4.1      POST ACCOUNTS DATE

                  Since the Accounts Date the Company has not:

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

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

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

                                                                         page 18

<PAGE>

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

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

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

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

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

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

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

                  (k)      altered its Certificate of Incorporation or By-laws;

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

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

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

         4.2      SUPPLIERS/CUSTOMERS

                  Since the Accounts Date:

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

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

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

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

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

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

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

                                                                         page 19

<PAGE>

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

5        TANGIBLE ASSETS

         5.1      TITLE TO ASSETS

                  All material Tangible Assets are:

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

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

         5.2      ASSETS NOT OWNED

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

         5.3      PLANT AND EQUIPMENT

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

                  (a)      in good working order;

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

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

6        ENCUMBRANCES

         6.1      OWNERSHIP OF SHARES

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

         6.2      DISCHARGES BY COMPLETION

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

7        INTELLECTUAL PROPERTY RIGHTS

         7.1      SCOPE

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

                                                                         page 20

<PAGE>

         7.2      OWNERSHIP AND USE

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

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

         7.3      NO THIRD PARTY RIGHTS

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

         7.4      NO INFRINGEMENT

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

         7.5      DISPUTES

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

         7.6      ROYALTIES/FEES

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

8        ASSETS LEASES

         8.1      NATURE

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

         8.2      NO DEFAULT

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

         8.3      VALIDITY

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

                  (a)      is valid and subsisting;

                  (b)      has not been amended or modified; and

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

                                                                         page 21

<PAGE>

         8.4      ASSETS LEASES USED IN THE BUSINESS

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

9        CONTRACTS

         9.1      NATURE OF CONTRACTS

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

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

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

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

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

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

                  (f)      are distribution or agency agreements; and

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

         9.2      NO DEFAULT

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

         9.3      FOREIGN CURRENCY

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

         9.4      COPIES OF CONTRACTS

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

         9.5      TAXES

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

                                                                         page 22

<PAGE>

10       PROPERTIES

         10.1     COMPANY'S INTEREST

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

         10.2     OCCUPATION AND USE

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

         10.3     NO BREACH

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

         10.4     NO NOTICES

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

                  (a)      in respect of the condemnation, 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 zoning ordinance; or

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

         10.5     [NOT USED]

         10.6     PROPERTY DETAILS

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

         10.7     PROPERTY DISCLOSURE

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

         10.8     DISPUTES

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

                                                                         page 23

<PAGE>

         10.9     [NOT USED]

         10.10    PROPOSED DISPOSAL

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

         10.11    PROPERTY LEASE DISCLOSURE

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

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

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

         10.12    TERMINATION NOTICE

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

         10.13    ASSIGNMENT

                  Neither the Company nor the Seller:

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

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

11       OFFERS OUTSTANDING

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

12       SHAREHOLDINGS

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

13       MEMBERSHIPS

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

                                                                         page 24

<PAGE>

14       EMPLOYEES

         14.1     LIST OF EMPLOYEES COMPLETE

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

         14.2     INCENTIVE PLANS

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

         14.3     SERVICE AGREEMENTS

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

         14.4     MANAGEMENT AGREEMENTS

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

         14.5     DISPUTES

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

         14.6     COMPLIANCE

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

         14.7     COMPLIANCE

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

         14.8     DISCLOSURE

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

                                                                         page 25

<PAGE>

15       [NOT USED]

16       LITIGATION

         16.1     NOT A PARTY TO ANY LITIGATION

                  The Company is not:

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

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

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

         16.2     NO CIRCUMSTANCES

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

17       [NOT USED]

18       SOLVENCY

         18.1     NO LIQUIDATION OR WINDING-UP

                  The Company has not undergone voluntary or involuntary
                  liquidation or dissolution under the General Corporation Law
                  of Delaware.

         18.2     NO PETITION

                  No voluntary or involuntary petition in bankruptcy 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 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 General
                           Corporation Law of Delaware; and

                                                                         page 26

<PAGE>

         18.6     LIQUIDATION

                  The Seller has not gone into liquidation under the General
                  Corporation Law of Delaware nor been removed from the register
                  of companies in the United States of America.

         18.7     PETITION

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

         18.8     WRIT OF EXECUTION

                  No writ of execution has issued against the Seller.

         18.9     RECEIVER MANAGER

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

19       INSURANCE

         19.1     POLICIES

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

20       INFORMATION

         20.1     WRITTEN INFORMATION

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

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

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

         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.

                                                                         page 27

<PAGE>

21       BUSINESS RECORDS

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

22       TAXES AND DUTIES

         22.1     TAX PAID

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

         22.2     SINCE ACCOUNTS DATE

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

         22.3     PROVISION IN ACCOUNTS

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

         22.4     WITHHOLDING TAX

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

         22.5     RECORDS

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

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

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

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

         22.6     RETURNS SUBMITTED

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

         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.

                                                                         page 28

<PAGE>

         22.8     COPIES ACCURATE

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

         22.9     NO DISPUTES

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

23       SELLER'S KNOWLEDGE

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

24       EFFECT OF SALE OF SHARES

         24.1     CUSTOMERS/SUPPLIER RELATIONSHIPS

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

         24.2     EFFECT OF SALE

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

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

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

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

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

                                                                         page 29

<PAGE>

25       TRADE PRACTICES

         So far as the Seller is aware, neither the Company nor any of its
         officers or employees has, in the two years before Completion,
         committed or omitted to do any act or thing the commission or omission
         of which is a material contravention of the legislation applicable in
         the United States of America which regulates trade practices matters.

26       LIABILITY UNDER ASSET AND OTHER SALE AGREEMENTS

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

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

         (b)      pay any moneys under any indemnity,

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

                                                                         page 30

<PAGE>

SCHEDULE 3 - DISCLOSURE SCHEDULE

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

             SELLER WARRANTY NUMBER           MATTER DISCLOSED

                                                                         page 31

<PAGE>

SCHEDULE 4 - INTELLECTUAL PROPERTY RIGHTS

PART 1 - INTELLECTUAL PROPERTY RIGHTS OWNED BY THE COMPANY

PART 2 - LICENSES TO THE COMPANY TO USE INTELLECTUAL PROPERTY RIGHTS

               License Agreement between Jockey International Inc and Pac Brands
               USA Inc dated 12 March 1999.

PART 3 - LICENSES GIVEN BY THE COMPANY TO USE ITS INTELLECTUAL PROPERTY RIGHTS

                                                                         page 32

<PAGE>

SCHEDULE 5 - [NOT USED]

                                                                         page 33

<PAGE>

SCHEDULE 6 - CONTRACTS

PART 1 - CONTRACTS

               Oral Agency Agreements between PacBrands USA Inc and the
               following agents:

               .    Mel Kramer;

               .    Gene Beileer;

               .    Carole Mayashida;

               .    Rich Levy; and

               .    Dennis Murphy,

               to   use the trade marks Jockey, Hot Bods and Housebrands.

PART 2 - FOREIGN EXCHANGE CONTRACTS

                                                                         page 34

<PAGE>

SCHEDULE 7 - GUARANTEES

                                                                         page 35

<PAGE>

SCHEDULE 8 - EMPLOYEES

         Allan Mackey

         Robyn Simon

         Junoir Zamora

                                                                         page 36

<PAGE>

SCHEDULE 9 - PLANT AND EQUIPMENT

                                                                         page 37

<PAGE>

SCHEDULE 10 - ASSETS LEASES

                                                                         page 38

<PAGE>

SCHEDULE 11 - PROPERTIES

Suite B, 2990 Redhill Avenue, Costa Mesa, California, USA.

                                                                         page 39

<PAGE>

SCHEDULE 12 - INTER COMPANY DEBT

                                                                         page 40

<PAGE>

EXECUTED AS AN AGREEMENT:


Signed for and on behalf of
Pacific Dunlop Holdings (USA) Inc
by its duly authorised Attorney under Power
in the presence of:

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


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


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

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

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


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

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


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

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


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

                                                                         page 41