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                                                                     EXHIBIT 4.1
CO-ORDINATION AGREEMENT

Sale of Pacific Brands

[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 BAE

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TABLE OF CONTENTS
Clause                                                                     Page

1    Definitions and Interpretation                                           1

     1.1      Definitions                                                     1
     1.2      Interpretation                                                 10
     1.3      Business Day                                                   11
     1.4      Paramountcy                                                    11

2    Conditions precedent                                                    11

     2.1      Conditions                                                     11
     2.2      Best endeavours                                                11
     2.3      Notice                                                         12
     2.4      Waiver                                                         12
     2.5      Cut-off date                                                   12

3    Purchase Price                                                          12

     3.1      Calculation of Purchase Price                                  12
     3.2      Payment of Purchase Price                                      13
     3.3      Payment at Completion                                          13
     3.4      Final Payment                                                  13
     3.5      Complete discharge                                             13

4    Completion                                                              14

     4.1      Date for Completion                                            14
     4.2      Interdependency                                                14
     4.3      Secondary Consents                                             14
     4.4      ITO Services Agreement                                         16
     4.5      Tax Indemnity Deed                                             17

5    Completion Statement                                                    17

     5.1      Stocktake                                                      17
     5.2      Completion Accounts, Completion Statement, Apportionment
              Statement and EBIT Statement                                   17
     5.3      Valuer                                                         20
     5.4      Effect of Matters In Dispute                                   21

6    Warranties and Indemnities                                              22

     6.1      Accounts                                                       22
     6.2      Management Accounts                                            22
     6.3      Application of the Seller's Warranties                         22
     6.4      [Not used]                                                     23
     6.5      Time of Warranties                                             23
     6.6      Disclosure                                                     23
     6.7      Matters of public record                                       23
     6.8      Environmental Indemnity                                        23
     6.9      Litigation Indemnity                                           25

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7    Limitations on liability                                                26

     7.1      Limitation to Claims under this agreement                      26
     7.2      Awareness                                                      26
     7.3      Limitation for insurance                                       26
     7.4      Limitation for provisions                                      27
     7.5      Limitation for future events                                   27
     7.6      Time limits                                                    27
     7.7      Monetary limits                                                28
     7.8      Maximum amount of Warranty Claims                              28
     7.9      Buyer Group Companies' obligations                             28
     7.10     Right to reimbursement                                         29
     7.11     All Warranty Claims                                            29

8    Foreign Exchange Contracts                                              29

     8.1      Financial adjustments                                          29
     8.2      Interest                                                       30
     8.3      Indemnity                                                      30
     8.4      Prior to Completion                                            30

9    Strategic Investment Programme                                          30

     9.1      Entitlements                                                   30
     9.2      Payment                                                        30
     9.3      Interest                                                       31
     9.4      Acknowledgment                                                 31
     9.5      Indemnity                                                      31

10   Acknowledgements                                                        31

     10.1     Joyce Contract                                                 31
     10.2     Inter Group Debts                                              31
     10.3     Restructuring Provision                                        32
     10.4     General Provision                                              32
     10.5     Restructuring                                                  32

11   Announcements and confidentiality                                       33

     11.1     Legal requirements                                             33
     11.2     Disclosure to Officers, employees and professional advisers    33
     11.3     Further publicity                                              33
     11.4     Confidentiality                                                33
     11.5     Return of information and documents                            33

12   Duties, costs and expenses                                              34

     12.1     Duties                                                         34
     12.2     Costs and expenses                                             34
     12.3     Costs of performance                                           34

13   General                                                                 34

     13.1     Notices                                                        34

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     13.2     Governing law and jurisdiction                                 35
     13.3     Prohibition and enforceability                                 35
     13.4     Waivers                                                        36
     13.5     Variation                                                      36
     13.6     Assignment                                                     36
     13.7     Survival of certain provisions                                 36
     13.8     Default interest                                               36
     13.9     Further assurances                                             37
     13.10    Entire agreement                                               37
     13.11    Non-merger                                                     37
     13.12    Counterparts                                                   37
     13.13    Attorneys                                                      37

14   Incorporation by reference                                              37

     14.1     Linked Transaction Agreements                                  37
     14.2     References to group companies                                  37

15   Guarantee and indemnity - Seller                                        39

     15.1     Guarantee                                                      39
     15.2     Indemnity                                                      39
     15.3     Extent of guarantee and indemnity                              39
     15.4     Continuing guarantee and indemnity                             39
     15.5     Warranties of the Guarantor                                    40
     15.6     Rights                                                         40
     15.7     Ansell                                                         40

16   Guarantee and indemnity - Buyer                                         40

     16.1     Guarantee                                                      40
     16.2     Indemnity                                                      41
     16.3     Extent of guarantee and indemnity                              41
     16.4     Continuing guarantee and indemnity                             41
     16.5     Warranties of the Guarantor                                    41
     16.6     Rights                                                         42

17   Speeds Receivable                                                       42

Schedule 1 - Parties                                                         43

Schedule 2 - Consents                                                        45

Schedule 3 - Completion Statement                                            47

Schedule 4 - Notes for preparation of Completion Statement                   49

Schedule 5 - Notes for preparation of the Apportionment Statement            51

Schedule 6 - Accounts                                                        53

Schedule 7 - Bid Accounts                                                    54

Schedule 8 - Senior Management                                               55

Schedule 9 - Earn Out                                                        56

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1    During Earn Out Period                                                  57

     1.1      Seller Nominee and information                                 57
     1.2      Excluded Costs                                                 57
     1.3      Included Revenue                                               58
     1.4      Determination                                                  58
     1.5      Covenants by Buyer                                             58

2    Early Termination of Earn Out Period                                    59

     2.1      Early termination                                              59
     2.2      Early payment                                                  59

3    Earn Out Calculation                                                    59

     3.1      Review by Seller's Accountant                                  59
     3.2      Attempt to resolve                                             59
     3.3      Valuer                                                         59

4    Earn out                                                                60

     4.1      Earn out amounts                                               60
     4.2      Determination of earn out amount                               60
     4.3      Payment of earn out amount                                     60

Annexure A - ITO Services Agreement

Annexure B - Tax Indemnity Deed

Annexure C - Data Room

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THIS CO-ORDINATION AGREEMENT

          is made on       2001 between the parties specified in schedule 1.

RECITALS

          A.   The parties have agreed that the Seller Group Companies will sell
               the assets and shares more particularly described in the Linked
               Transaction Agreements to the Buyer Group Companies on the terms
               of those agreements.

          B.   In order to coordinate the transactions the subject of the Linked
               Transaction Agreements, the parties wish to record in a single
               document certain matters that have overarching effect on those
               transactions such as, without limitation:

               (a)  the conditions precedent to Completion occurring;

               (b)  the payments due from the Buyer Group Companies;

               (c)  the giving of a warranty in relation to the Accounts;

               (d)  the preparation and finalisation of the Completion
                    Statement; and

               (e)  the giving of warranties generally and the limitations on
                    liability that apply in respect of such warranties.

          C.   The Guarantor has agreed to guarantee the performance by the
               Seller Group Companies of their obligations under this agreement.

          D.   The Buyer Guarantor has agreed to guarantee the performance by
               the Buyer Group Companies of their obligations under 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 means:

          (a)  accounting standards (as defined in section 9 of the Corporations
               Act) nominated in the notes to the Accounts; and

          (b)  generally accepted Australian accounting principles,

          in each case as applied by PDL in the preparation of the Accounts;

          Accounts means the special purpose consolidated audited statement of
          net assets of the Pacific Brands Business (other than the Non-Hyperion
          Business) as at the Accounts Date and the special purpose consolidated
          audited profit and loss

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          statement of the Pacific Brands Business (other than the Non-Hyperion
          Business) for the year ended on the Accounts Date together with any
          notes attached to and forming part of those financial statements, all
          as set out in schedule 6;

          Accounts Date means 30 June 2001;

          Affected Shares has the meaning given to that term in clause
          4.3(b)(3);

          Affected Shares Agreements means each of the Shares Agreements
          identified in part B of schedule 2 in respect of which all relevant
          Secondary Consents have not been obtained by Completion;

          Agreed Accounting Principles means the accounting principles and
          practices used by PDL in the preparation of the Accounts, consistently
          applied and assuming continuity of operation of the Pacific Brands
          Business, except:

          (a)  that:

               (1)  freehold property; and

               (2)  plant and equipment,

               as those terms are defined in the relevant Assets Agreement or
               Shares Agreement will be valued at the values given in the
               Accounts adjusted only for accounting depreciation applying rates
               consistently applied and amounts attributable to acquisitions and
               disposals;

          (b)  no restructuring provisions additional to those contained in the
               Accounts may be raised;

          (c)  the asset amount contained in the Bid Accounts relating to the
               Joyce Contract is the agreed carrying value of that asset;

          (d)  to the extent that any item is not dealt with by the Agreed
               Accounting Principles then generally accepted Australian
               accounting principles will apply;

          Agreed Adjustments means the adjustments to be made to the Completion
          Accounts in order to derive the Completion Statement, as described in
          Part A of schedule 4;

          Ansell means Ansell Healthcare Products Inc;

          Apportionment Statement means the statement to be prepared pursuant to
          clause 5.2(f);

          Assets Agreement Australia means the Business Sale Agreement executed
          on the same day as this agreement by certain of the Seller Group
          Companies and certain of the Buyer Group Companies in relation to the
          Pacific Brands Business carried on by certain of the Seller Group
          Companies in Australia (excluding the Bonds Industries Business);

          Assets Agreement New Zealand means the Business Sale Agreement
          executed on the same day as this agreement by certain of the Seller
          Group Companies and certain of the Buyer Group Companies in relation
          to the Pacific Brands Business carried on by certain of the Seller
          Group Companies in New Zealand;

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          Assets Agreements means the Assets Agreement Australia and the Assets
          Agreement New Zealand;

          Australia Assets Purchase Price has the meaning given to the term
          Purchase Price in the Assets Agreement Australia;

          Australia Share Purchase Price has the meaning given to that term in
          the Shares Agreement Australia;

          Australia Assets Completion has the meaning given to the term
          Completion in the Assets Agreement Australia;

          Australia Shares Completion has the meaning given to the term
          Completion in the Shares Agreement Australia;

          Authorisation means any certificate, licence, approval, permit,
          authority or exemption from, by or with a Governmental Agency
          necessary to carry on the Business as currently operated;

          Bid Accounts means the statement set out in schedule 7 which
          disclosed, as at the Accounts Date, the consolidated net assets of the
          Pacific Brands Business as derived from the Accounts following
          specific adjustments as set out in schedule 7;

          Bonds Industries Business means that part of the Pacific Brands
          Business carried on by Bonds Industries Pty Ltd;

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

          Buyer Group Companies means the entities listed in part 2 of schedule
          1;

          Buyer Guarantor means PB Holdings NV;

          Buyer's Warranties means the:

          (a)  warranties set out in part 1 of schedule 1 of the Assets
               Agreements; and

          (b)  warranties set out in part 1 of schedule 2 of the Shares
               Agreements;

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

          Completion means each of:

          (a)  the Australia Assets Completion;

          (b)  the Australia Shares Completion;

          (c)  the New Zealand Completion;

          (d)  the UK Completion;

          (e)  the USA Completion;

          (f)  the Indonesia Completion;

          (g)  the Fiji Completion;

          (h)  the Hong Kong Completion;

          (i)  the Malaysia Completion; and

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          (j)  the Novare Completion;

          Completion Accounts means the special purpose consolidated audited
          statement of net assets of the Pacific Brands Business (other than the
          Non-Hyperion Businesses) to be prepared as at the Effective Time, in
          accordance with the Agreed Accounting Principles and in the same form
          as the Accounts, pursuant to clause 5.2;

          Completion Date means the date on which Completion occurs;

          Completion Statement means the statement to be prepared as at the
          Effective Time pursuant to clause 5.2 and in the form set out in
          schedule 3;

          Conditions means that each Key Consent must be obtained;

          Current Speeds Receivable means the net receivable relating to Speeds
          as at the Effective Time as contained in the Completion Accounts
          (which is to be eliminated as an Agreed Adjustment to derive the
          Completion Statement), less the Non Current Speeds Receivable;

          Data Room means the data room made available by the Seller Group
          Companies for inspection by the Buyer containing the documents
          described in the indices attached as Annexure C;

          Disclosure Schedule means each of:

          (a)  schedule 2 of the Assets Agreement Australia;

          (b)  schedule 3 of the Shares Agreement Australia;

          (c)  schedule 2 of the Assets Agreement New Zealand;

          (d)  schedule 3 of the Shares Agreement UK;

          (e)  schedule 3 of the Shares Agreement USA;

          (f)  schedule 3 of the Shares Agreement Indonesia;

          (g)  schedule 3 of the Shares Agreements Fiji;

          (h)  schedule 3 of the Shares Agreement Hong Kong;

          (i)  schedule 3 of the Shares Agreement Malaysia; and

          (j)  schedule 3 of the Novare Shares Agreement;

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

          Earn Out Amount has the meaning given in schedule 9;

          EBIT Statement means the statement to be prepared pursuant to clause
          5.2, setting out the First Period EBIT;

          Effective Time means, in the jurisdiction in which it is necessary to
          determine it, 11.59 pm on Friday, 30 November 2001;

          Environment means all or any of the following media, namely the air,
          water and land including within man-made or other natural structures
          either above or below ground;

          Environmental Law means any applicable law (whether civil, criminal or
          administrative), common law, statute, statutory instrument, treaty or
          by-law which

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          relates to the pollution or protection of the Environment and which
          law has effect as at Completion;

          Environmental Liability or Loss means any damage, loss, claim,
          liability, action, obligation, expense, penalty, order or fine under
          an Environmental Law which is imposed upon or suffered by any of the
          Buyer Group Companies, the Pacific Brands Foreign Entities and the
          Pacific Brands Foreign Entity Subsidiaries or any occupier in
          possession of the Properties;

          Escrow Account means an interest bearing account with Westpac Banking
          Corporation opened in the joint names of the Pacific Brands Holdings
          Pty Ltd and PDL and with terms and conditions of operation including
          that the account may only be operated jointly by those parties;

          Escrow Amount means that part of the Purchase Price allocated to the
          Affected Shares in the Apportionment Statement;

          Estimate means $8,892,500, being the estimate of the Escrow Amount
          agreed by the parties, made up as follows:

          (1)  for the Shares Agreement Fiji, $317,000;

          (2)  for the Shares Agreement Indonesia, $1,535,000;

          (3)  for the Shares Agreement Malaysia, $5,189,500,

          less the amount specified in (1), (2) or (3) above as appropriate, if
          the Secondary Consents relevant to that Shares Agreement are obtained
          prior to Completion;

          Fiji Completion has the meaning given to the term Completion in the
          Shares Agreement Fiji;

          First Period EBIT has the meaning given to that term in schedule 9;

          Foreign Exchange Contracts means all foreign exchange contracts
          entered into by PDL which relate exclusively to the Pacific Brands
          Business which remain current as at Completion, details of which will
          be provided to the Principal Buyer at the date of this Agreement and
          at Completion;

          Freehold Properties means any freehold property to be transferred to
          any of the Buyer Group Companies under the Assets Agreement Australia
          and the Assets Agreement New Zealand;

          General Provision means the general provision of $10,000,000 contained
          in the Bid Accounts;

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

          Guarantor means PDL;

          Hong Kong Completion has the meaning given to the term Completion in
          the Shares Agreement Hong Kong;

          ITO Services Agreement means the agreement in the form attached as
          Annexure A, to be entered into by the Principal Buyer and the
          Partnership in accordance with clause 4.4;

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          Immediately Available Funds means cash or bank cheque;

          Indonesia Completion has the meaning given to the term Completion in
          the Shares Agreement Indonesia;

          Inter Group Debts means any amount owing (including trade accounts
          payable and receivable):

          (a)  by a member of the PDL Group in its capacity as an entity
               carrying on part of the Pacific Brands Business 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
               a member of the PDL Group in its capacity as an entity carrying
               on any part of the Pacific Brands Business;

          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;

          Joyce Contract means the Bonded Underlay Agreement between Joyce
          Corporation Limited and PDL dated 16 August 1994, as amended by its
          partial assignment by Joyce Corporation Limited to Permanent Trustee
          Company Limited (as trustee) under a Deed of Assignment between them
          and PDL dated 20 August 1996;

          Key Consents means the consents, permissions or waivers described in
          part A of schedule 2;

          Linked Transaction Agreements means each of the Assets Agreements and
          the Shares Agreements;

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

          LSM means PD Shared Services LSM Pty Ltd, ABN 75 092 811 080, being
          the company the shares in which are transferred under the Novare
          Shares Agreement;

          Malaysia Completion has the meaning given to the term Completion in
          the Shares Agreement Malaysia;

          Management Accounts means the unaudited management accounts prepared
          by PDL in respect of the Pacific Brands Business for July to October
          2001 and, to the extent that such accounts are in existence, each
          subsequent month until Completion;

          Matters In Dispute has the meaning given in clause 5.2(i);

          Net Assets means the aggregate net assets of the Pacific Brands
          Business as shown in Part A of the Completion Statement;

          New Zealand Completion has the meaning given to the term Completion in
          the Assets Agreement New Zealand;

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          Non-Hyperion Business means the parts of the Pacific Brands Business
          being Pacific Dunlop Holdings (Hong Kong) Limited and the businesses
          described in the Agreed Adjustments as items 9 (Philippines
          investments) and 11 (Bonds Spinning), which, in each case, are not
          included in the Accounts but will be included in the Bid Accounts and
          the Completion Statement;

          Non Current Speeds Receivable means the net receivable of $16,846,154
          relating to Speeds as set out in column 4 of the eliminations to the
          Accounts in the Bid Accounts;

          Novare Shares Agreement means the share sale agreement executed on the
          same day as this agreement between certain of the Seller Group
          Companies and certain of the Buyer Group Companies in relation to
          shares in the capital of LSM;

          Novare Completion has the meaning given to the term Completion in the
          Novare Shares Agreement;

          Officers means, in relation to a body corporate, a director or
          secretary of that body corporate;

          Pacific Brands Business means the business carried on by the Seller
          Group Companies (except for PD Shared Services Holdings Pty Ltd) and
          the Pacific Brands Foreign Entities in Australia, New Zealand, United
          Kingdom, United States of America, Indonesia, China, the Philippines,
          Fiji, Hong Kong, Malaysia and Singapore comprising the manufacture,
          marketing, sale and distribution of:

          (a)  clothing and related apparel including socks, underwear and
               intimate and outerwear garments;

          (b)  foam, polyester fibre, mattresses and bedding accessories and
               products;

          (c)  footwear; and

          (d)  sporting and leisure equipment, related apparel and footwear and
               workwear;

          Pacific Brands Foreign Entities means:

          (a)  Pacific Brands (UK) Ltd;

          (b)  PacBrands USA Inc;

          (c)  PT Berlei Indonesia;

          (d)  Pacific Brands (Fiji) Limited;

          (e)  Pacific Dunlop Holdings (Hong Kong) Limited; and

          (f)  Restonic (M) Sdn Bhd;

          Pacific Brands Foreign Entity Subsidiaries means:

          (a)  Grosby (China) Limited;

          (b)  Pacific Dunlop Brands (Asia) Limited;

          (c)  Pacific Brands Marketing (Hong Kong) Limited;

          (d)  Dunlop Slazenger (Philippines) Inc;

          (e)  Eurocoir Products Sdn Bhd;

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          (f)  Dream Products Sdn Bhd;

          (g)  Dream Crafts Sdn Bhd;

          (h)  Dreamland Spring Manufacturing Sdn Bhd;

          (i)  Dreamland (Singapore) Pte Ltd;

          (j)  Dreamland Corporation (M) Sdn Bhd; and

          (k)  Sleepmaker Sdn Bhd;

          Partnership has the meaning given to that term in the Novare Shares
          Agreement;

          Payment Date means the fifth Business Day after the Completion
          Statement has been finalised or is deemed to be finalised in
          accordance with clause 5.2;

          PDL means Pacific Dunlop Limited ABN 89 004 085 330 (also one of the
          Seller Group Companies);

          PDL Group means PDL and its Related Corporations immediately before
          Completion;

          Principal Buyer means PB Holdings NV;

          Property Leases means the leases of real property listed in schedule 7
          of both the Assets Agreement Australia and Assets Agreement
          New Zealand;

          Properties means all Freehold Properties and all properties the
          subject of the Property Leases and all freehold and leasehold
          properties of the Pacific Brands Foreign Entities or Pacific Brands
          Foreign Entity Subsidiaries;

          Purchase Price means the amount calculated pursuant to clause 3.1(a);

          Receivables has the meaning given in the Assets Agreement Australia;

          Related Corporation means a "Related Body Corporate" as that
          expression is defined in the Corporations Act;

          Residual Provision means any balance of the General Provision
          remaining after the application of clause 5.2(c);

          Restructuring Provision means $27,969,845 less any amount expended up
          to Completion which relates to the restructuring associated with the
          acquisition of Sara Lee Apparel;

          Secondary Consents means the consents, permissions or waivers
          described in part B of schedule 2;

          Seller's Accountant means KPMG, Melbourne;

          Seller Group Companies means the entities listed in part 1 of schedule
          1;

          Seller's Warranties means the:

          (a)  warranties set out in clauses 6.1(b) and 6.2;

          (b)  warranties set out in part 2 of schedule 1 of the Assets
               Agreements; and

          (c)  warranties set out in part 2 of schedule 2 of the Shares
               Agreements;

          Senior Management means those persons listed in schedule 8;

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          Shares Agreement Australia means the Share Sale Agreement executed on
          the same day as this agreement between certain of the Seller Group
          Companies and certain of the Buyer Group Companies in relation to the
          shares in the capital of Bonds Industries Pty Ltd;

          Shares Agreement Fiji means the Share Sale Agreement executed on the
          same day as this agreement between certain of the Seller Group
          Companies and certain of the Buyer Group Companies in relation to
          shares in the capital of Pacific Brands (Fiji) Limited;

          Shares Agreement Hong Kong means the Share Sale Agreement executed on
          the same day as this agreement between certain of the Seller Group
          Companies and certain of the Buyer Group Companies in relation to
          shares in the capital of Pacific Dunlop Holdings (Hong Kong) Limited;

          Shares Agreement Indonesia means the Share Sale Agreement executed on
          the same day as this agreement between certain of the Seller Group
          Companies and certain of the Buyer Group Companies in relation to
          shares in the capital of PT Berlei Indonesia;

          Shares Agreement Malaysia means the share sale agreement referred to
          in the letter executed on the same day as this agreement between
          certain of the Seller Group Companies and certain of the Buyer Group
          Companies in relation to 50% of the shares in the capital of Restonic
          (M) Sdn Bhd;

          Shares Agreement UK means the Share Sale Agreement executed on the
          same day as this agreement between certain of the Seller Group
          Companies and certain of the Buyer Group Companies in relation to
          shares in the capital of Pacific Brands (UK) Ltd;

          Shares Agreement USA means the Share Sale Agreement executed on the
          same day as this agreement between certain of the Seller Group
          Companies and certain of the Buyer Group Companies in relation to
          shares in the capital of PacBrands USA Inc;

          Shares Agreements means the Shares Agreement Australia, the Shares
          Agreement Indonesia, the Shares Agreement Fiji, the Shares Agreement
          Hong Kong, the Shares Agreement Malaysia, the Shares Agreement UK, the
          Shares Agreement USA and the Novare Shares Agreement;

          SIP Excess means the amount (if any) by which the aggregate total of
          any receivables relating to the SIP Scheme as shown in the Completion
          Accounts, exceeds $5,000,000;

          SIP Registrations means each of the registrations of Pacific Dunlop
          Limited, Bonds Industries Pty Ltd and Union Knitting Mills Pty Ltd for
          the financial years ended 2001 and 2002 and of Boydex International
          Pty Ltd for the financial year ended 2001, under the SIP Scheme;

          SIP Scheme means the Textile, Clothing and Footwear Strategic
          Investment Program Scheme 1999 made under section 8 of the Textile,
          Clothing and Footwear Strategic Investment Program Act 1999 (Cwth);

          Speeds means Speeds Shoes Australia Pty Ltd ACN 005 230 802 and its
          subsidiaries;

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          Speeds Receivable means the Current Speeds Receivable and the Non
          Current Speeds Receivable;

          Stock means the stock of the Pacific Brands Business owned by the
          Seller Group Companies, the Pacific Brands Foreign Entities and the
          Pacific Brands Foreign Entity Subsidiaries as at the Effective Time
          and includes, but is not limited to, any stock in transit, raw
          materials, components, work-in-progress, finished goods, packaging
          materials, promotional materials and consumables;

          Stocktakes means the stocktakes to be carried out pursuant to clause
          5.1(a);

          Target Date has the meaning given in clause 5.2(g);

          Tax Indemnity Deed means the agreement in the form attached as
          Annexure B, to be entered into by the relevant Buyer Group Companies
          and Seller Group Companies in accordance with clause 4.5;

          UK Completion has the meaning given to the term Completion in the
          Shares Agreement UK;

          USA Completion has the meaning given to the term Completion in the
          Shares Agreement USA;

          Valuer means the accounting firm, Ernst & Young or, if the appointment
          is not accepted by Ernst & Young, a top tier Australian accounting
          firm independent of and agreed by PDL on behalf of the Seller Group
          Companies and the Principal Buyer on behalf of the Buyer Group
          Companies;

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

          Warranty Claim means any claim or cause of action in respect of any
          breach of the Warranties.

    1.2   INTERPRETATION

          In this agreement, headings and boldings are for convenience only and
          do not affect the interpretation of this agreement and, unless the
          context otherwise requires:

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

          (b)  words importing a gender include any gender;

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

          (d)  a reference to any thing (including, but not limited to, any
               right) includes a part of that thing but nothing in this clause
               1.2(d) implies that performance of part of an obligation
               constitutes performance of the obligation;

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

          (f)  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,
               whether passed by the same or

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               another Governmental Agency with legal power to do so, and a
               reference to a statute includes all regulations, proclamations,
               ordinances and by-laws issued under that statute;

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

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

          (i)  no provision of this agreement will be construed adversely to a
               party solely on the ground that the party was responsible for the
               preparation of this agreement or that provision;

          (j)  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;

          (k)  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;

          (l)  a reference to 'best endeavours' is an obligation imposed on a
               party but does not require that party to pay any money or enter
               into any unreasonably onerous undertakings or obligations.

    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   PARAMOUNTCY

               To the extent that any inconsistency arises between the
               provisions of this agreement and the provisions of a Linked
               Transaction Agreement, the provisions of this agreement prevail
               to the extent of the inconsistency.

2   CONDITIONS PRECEDENT

    2.1   CONDITIONS

          Completion will not proceed unless each of the Conditions has been
          satisfied, or waived in accordance with clause 2.4.

    2.2   BEST ENDEAVOURS

          The Buyer Group Companies and the Seller Group Companies must each use
          their best endeavours to satisfy the Conditions.

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    2.3   NOTICE

          (a)  The Buyer Group Companies and the Seller Group Companies must
               each promptly notify the other in writing if any of them discover
               that any Condition is satisfied or becomes incapable of being
               satisfied.

          (b)  At Completion, the Principal Buyer will deliver to the Principal
               Seller a letter confirming that all Conditions have been
               satisfied or waived.

    2.4   WAIVER

          The Conditions (other than the Key Consent set out in schedule 2 in
          respect of approval by the Foreign Investment Review Board) may only
          be effectively waived in writing by each party entitled to the benefit
          of any Condition being waived and will be effective only to the extent
          specifically set out in that waiver.

    2.5   CUT-OFF DATE

          (a)  Subject to clause 2.5(c), if any Condition is not waived in
               accordance with clause 2.4 or satisfied on or before 30 November
               2001, then either PDL or the Principal Buyer may at any time
               before Completion occurs, by written notice to the other,
               terminate this agreement and the Linked Transaction Agreements.

          (b)  A written notice given by PDL pursuant to clause 2.5(a) binds
               each Seller Group Company and a written notice given by the
               Principal Buyer pursuant to clause 2.5(a) binds each Buyer Group
               Company.

          (c)  If any Seller Group Company has not complied with its obligations
               pursuant to clause 2.2 then PDL must not and is not entitled to
               give a notice pursuant to clause 2.5(a). If any Buyer Group
               Company has not complied with its obligations pursuant to clause
               2.2 then the Principal Buyer must not and is not entitled to give
               a notice pursuant to clause 2.5(a).

3   PURCHASE PRICE

    3.1   CALCULATION OF PURCHASE PRICE

          (a)  The Purchase Price payable for the assets transferred under the
               Assets Agreements and the shares transferred under the Shares
               Agreements (not including the Novare Shares Agreement) is the
               amount calculated in accordance with the formula set out in
               paragraph 1 of Part B of schedule 3, together with the Earn Out
               Amount payable under schedule 9.

          (b)  For the avoidance of doubt, the purchase price payable for the
               shares transferred under the Novare Shares Agreement is not
               included in the Purchase Price and is dealt with separately in
               the Novare Shares Agreement.

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    3.2   PAYMENT OF PURCHASE PRICE

          The Purchase Price is payable in accordance with clauses 3.3 and 3.4,
          and in the case of the Earn Out Amount, in accordance with schedule 9.

    3.3   PAYMENT AT COMPLETION

          (a)  At Completion the Principal Buyer on behalf of the Buyer Group
               Companies must pay $572,942,000 to PDL on behalf of the Seller
               Group Companies (or as otherwise directed by it) in Immediately
               Available Funds.

          (b)  In addition to the amount payable under clause 3.3(a), the
               Principal Buyer on behalf of the Buyer Group Companies who are
               parties to the Assets Agreement Australia must, at Completion,
               pay $156,658,000 to PDL on behalf of the Seller Group Companies
               who are parties to the Assets Agreement Australia (or as
               otherwise directed by it) in Immediately Available Funds on
               account of the receivables payment due under clause 7.3(a)(1) of
               that agreement.

    3.4   FINAL PAYMENT

          (a)  On the Payment Date, the Buyer Group Companies or the Seller
               Group Companies, as appropriate, must pay to the other any net
               amount referred to in clause 5.2(e) in Immediately Available
               Funds, plus interest on the amount to be paid at the Interest
               Rate from and including the Completion Date up to and including
               the date the amount is paid.

          (b)  If the Buyer Group Companies must make a payment pursuant to
               clause 3.4(a) then the Principal Buyer on behalf of the Buyer
               Group Companies must pay the relevant amount to PDL on behalf of
               Seller Group Companies or as otherwise directed by PDL.

          (c)  If the Seller Group Companies must make a payment pursuant to
               clause 3.4(a) then PDL on behalf of the Seller Group Companies
               must pay the relevant amount to the Principal Buyer on behalf of
               the Buyer Group Companies.

          (d)  The Buyer must pay the Earn Out Amount to the Seller in
               accordance with the requirements of paragraph 4 of schedule 9.

    3.5   COMPLETE DISCHARGE

          (a)  A payment made by the Principal Buyer under this agreement on
               behalf of a Buyer Group Company is deemed to constitute a full
               and complete discharge, as between each Seller Group Company and
               each Buyer Group Company, of the relevant Buyer Group Company's
               obligation to make the payment under a Linked Transaction
               Agreement.

          (b)  A payment made by PDL under this agreement on behalf of a Seller
               Group Company is deemed to constitute a full and complete
               discharge, as between each Buyer Group Company and each Seller
               Group Company, of the relevant Seller Group Company's obligation
               to make the payment under a Linked Transaction Agreement.

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4   COMPLETION

    4.1   DATE FOR COMPLETION

          Completion must take place at Level 42, 101 Collins Street, Melbourne,
          Victoria at 11.00am Australian Eastern Standard Time on 30 November
          2001 or if the last of the Conditions has not been satisfied or waived
          by that date, another date agreed in writing by the parties.

    4.2   INTERDEPENDENCY

          Subject always to clause 4.3:

          (a)  notwithstanding any provision of a Linked Transaction Agreement,
               the obligations of the parties to the Linked Transaction
               Agreements in respect of the Australian Assets Completion, the
               Australian Shares Completion, the New Zealand Completion, the UK
               Completion, the USA Completion, the Indonesia Completion, the
               Fiji Completion, the Hong Kong Completion, the Malaysia
               Completion and the Novare Completion are interdependent; and

          (b)  all actions at the Australian Assets Completion, the Australian
               Shares Completion, the New Zealand Completion, the UK Completion,
               the USA Completion, the Indonesia Completion, the Fiji
               Completion, the Hong Kong Completion, the Malaysia Completion and
               the Novare Completion will 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 Completion have been made.

    4.3   SECONDARY CONSENTS

          (a)  Each of the parties must use all reasonable endeavours to obtain
               the Secondary Consents before or to the extent permissible by law
               as soon as practicable after Completion.

          (b)  In the event that a Secondary Consent is not obtained by
               Completion, the parties acknowledge that:

               (1)  the amount payable under clauses 3.3 and 3.4 will not be
                    adjusted or affected except as specified in this clause4.3;

               (2)  part of the amount payable under clause 3.3 will be payable
                    into the Escrow Account in accordance with clause 4.3(c);

               (3)  the shares which cannot be sold as a result (being shares to
                    be sold under the Affected Shares Agreements) (Affected
                    Shares), will not be sold at Completion but will be sold by
                    the relevant Seller Group Company to the relevant Buyer
                    Group Company without any further payment by the relevant
                    Buyer Group Company on the same terms and conditions as set
                    out in the relevant Affected Shares Agreement, as soon as
                    practical after the Secondary Consents relevant to those
                    Affected Shares are obtained;

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                                                         Co-ordination agreement

               (4)  to the extent permitted by law, the Seller Group Company
                    which owns the Affected Shares must hold the benefit
                    (including without limitation any dividend or other payment
                    rights and any voting rights) of any Affected Shares not
                    sold on the Completion Date for the Buyer Group Companies
                    and the Buyer Group Companies must properly perform to the
                    extent possible the obligations of the relevant Seller Group
                    Company with respect to such Affected Shares on behalf of
                    that Seller Group Company;

               (5)  the relevant Seller Group Company must declare a trust in
                    favour of the relevant Buyer Group Company with respect to
                    any dividends referred to in clause 4.3(b)(4) to the extent
                    necessary to pass the benefit of those dividends under any
                    applicable local law and comply with any written voting or
                    disposal instructions from that Buyer Group Company with
                    respect to any such Affected Shares;

               (6)  the Principal Buyer indemnifies PDL against any liability or
                    loss arising with respect to any of the Affected Shares as a
                    result of any act or omission of the Buyer Group Companies
                    from the Effective Time.

          (c)  If a Seller Group Company is unable to transfer title of Affected
               Shares to the relevant Buyer Group Company at Completion due to
               any relevant Secondary Consent not being obtained, then:

               (1)  on Completion, a portion of the amount payable under clause
                    3.3(a) by the Principal Buyer to PDL which is equal to the
                    Estimate, will instead be paid into the Escrow Account;

               (2)  within 2 Business Days of any Affected Shares being
                    transferred under clause 4.3(b)(3) due to any relevant
                    Secondary Consents being obtained, the parties will procure
                    that the amount in the Escrow Account relating to those
                    Affected Shares is paid to PDL, together with any accrued
                    interest on that amount;

               (3)  as soon as practicable after the Apportionment Statement has
                    been agreed or determined in accordance with clause 5.2(h),
                    (j) or (k), PDL will ascertain the Escrow Amount for each of
                    the Affected Shares Agreements, based on the figures
                    contained in the Apportionment Statement;

               (4)  if funds remain in the Escrow Account (excluding interest
                    accrued to that date on the Estimate) (Escrow Balance) at
                    the time the Escrow Amount for each Affected Shares
                    Agreement is determined, and the Escrow Balance:

                    (A)  is lower than the Escrow Amount relating to the
                         Affected Shares which have not yet been transferred,
                         PDL will pay the difference between those 2 amounts
                         into the Escrow Account, together with interest equal
                         to the interest that would have been earned on that
                         amount had it been on deposit in the Escrow Account
                         from Completion;

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                                                         Co-ordination agreement

                    (B)  is higher than the Escrow Amount relating to the
                         Affected Shares which have not yet been transferred,
                         the parties will procure that the difference between
                         those 2 amounts is withdrawn from the Escrow Account
                         and paid to PDL, together with any interest accrued on
                         that amount;

                    within 2 Business Days of the Escrow Amount being
                    determined.

          (d)  If:

               (1)  the law does not permit compliance with clauses 4.3(b)(4)
                    and (b)(5); or

               (2)  a Secondary Consent is not obtained by the first anniversary
                    of Completion or becomes incapable of being satisfied,

               in relation to the particular Affected Shares:

               (3)  an adjustment will be made to the Purchase Price recognising
                    that those Affected Shares will not be sold to the Buyer
                    Group Companies, such adjustment to be equal to the portion
                    of the Escrow Amount for such Affected Shares ;

               (4)  the parties will procure that the Escrow Amount in the
                    Escrow Account, together with interest accrued, is paid to
                    the Principal Buyer, subject to clause 4.3(e);

               (5)  any benefit received by the Buyer Group Companies in
                    relation to the relevant Affected Shares after Completion,
                    will be returned to the relevant Seller Group Company; and

               (6)  all costs incurred in the ordinary course of business of the
                    relevant company (in which the Affected Shares are issued)
                    by the Buyer Group Companies after Completion, will be
                    reimbursed to the relevant Buyer Group Company by the
                    relevant Seller Group Company.

          (e)  If the Escrow Amount has not been determined by the time of any
               refund becoming due to the Principal Buyer under clause
               4.3(d)(4), then that refund will be made provided that it is
               subject to adjustment using the same principles as set out in
               clause 4.3(c)(4), as soon as practicable after the Escrow Amount
               has been determined. If any adjustment becomes payable, the party
               paying the additional amount will also pay interest equal to the
               interest that would have been earned on that amount had it been
               on deposit in the Escrow Account from Completion.

    4.4   ITO SERVICES AGREEMENT

          (a)  On the date of this agreement, the Principal Buyer will execute
               and PDL will procure that the Partnership executes the ITO
               Services Agreement.

          (b)  For the period during which the ITO Services Agreement is in
               operation, PDL will not and will procure that the Partnership
               does not take any action which would prevent LSM from being able
               to obtain services from Hewlett

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                                                         Co-ordination agreement

               Packard through the Partnership as contemplated by the ITO
               Services Agreement.

    4.5   TAX INDEMNITY DEED

          On the date of this agreement, the relevant Buyer Group Companies and
          Seller Group Companies will execute the Tax Indemnity Deed.

5   COMPLETION STATEMENT

    5.1   STOCKTAKE

          (a)  The Seller Group Companies and the Pacific Brands Foreign
               Entities must, commencing on or before the start of business on
               29 November 2001 and ending on 2 December 2001, carry out a
               stocktake of the Stock (not including the stock of Dunlop
               Slazenger (Philippines) Inc, Restonic M Sdn Bhd, Dream Products
               Sdn Bhd, Dream Crafts Sdn, Bhd, Dreamland Spring Manufacturing
               Sdn Bhd, Dreamland (Singapore) Pte Ltd, Dreamland Corporation (M)
               Sdn Bhd and Sleepmaker Sdn Bhd) as at the Effective Time with the
               Stock to be valued in accordance with the Agreed Accounting
               Principles.

          (b)  Representatives of the Buyer Group Companies may attend the
               Stocktakes.

          (c)  On conclusion of the Stocktakes, representatives of the Buyer
               Group Companies and the Seller Group Companies must agree and
               initial the stock lists which must then be used in preparing the
               Completion Accounts.

          (d)  PDL will ensure that the Principal Buyer receives at least 5
               Business Days notice of all Stocktakes.

    5.2   COMPLETION ACCOUNTS, COMPLETION STATEMENT, APPORTIONMENT STATEMENT AND
          EBIT STATEMENT

          (a)  Promptly after the Effective Time and in any event not later than
               40 Business Days after the Completion Date, PDL must:

               (1)  cause to be prepared a draft of the Completion Accounts, in
                    accordance with the Agreed Accounting Principles and using
                    the same form as the form of the Accounts;

               (2)  deliver the draft Completion Accounts to the Seller's
                    Accountant and instruct the Seller's Accountant to audit
                    those accounts;

               (3)  instruct the Seller's Accountant to prepare a draft of the
                    Completion Statement in accordance with the requirements set
                    out in clause 5.2(b), (c) and (e), a draft of the
                    Apportionment Statement in accordance with the requirements
                    set out in clause 5.2(f) and a draft of the EBIT Statement
                    setting out the First Period EBIT (calculated in accordance
                    with the requirements set out in the definition of 'First
                    Period EBIT' contained in schedule 9), promptly

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                    after the Effective Time and in any event not later than 40
                    Business Days after the Completion Date; and

               (4)  deliver the Completion Accounts, the draft Completion
                    Statement, the draft Apportionment Statement and the draft
                    EBIT Statement to the Principal Buyer.

          (b)  The Completion Statement:

               (1)  must be prepared in the form set out in schedule 3; and

               (2)  will be the same as the Completion Accounts except that the
                    Agreed Adjustments will be made to the Completion Accounts
                    in order to derive the Completion Statement (also having
                    regard to clause 5.2(c)).

          (c)  To the extent that the Completion Accounts reflect any write down
               in the value of any current assets, which write down exceeds the
               value of a provision (if any) for that category of current asset
               contained in the Accounts (Relevant Provision), the amount of the
               General Provision will be reduced, for the purposes of preparing
               the Completion Statement, by:

               (1)  the amount of that write down; or

               (2)  if there is a Relevant Provision, the excess of that write
                    down over the Relevant Provision.

          (d)  The Principal Buyer must give PDL all reasonable assistance that
               PDL requires including, without limitation, by making the
               employee and business records of the:

               (1)  Buyer Group Companies;

               (2)  Pacific Brands Foreign Entities; and

               (3)  Pacific Brands Foreign Entities Subsidiaries,

               (to the extent relevant to the Pacific Brands Business),
               available to PDL and the Seller's Accountants during normal
               business hours to assist in the preparation of the Completion
               Accounts and the draft Completion Statement provided that neither
               PDL nor any Buyer Group Company shall be required to do anything
               that is likely to cause unreasonable disruption to the conduct of
               its business and its employees.

          (e)  The Completion Statement must set out, as at the Effective Time,
               the net amount payable by the Buyer Group Companies to the Seller
               Group Companies or by the Seller Group Companies to the Buyer
               Group Companies to be calculated in accordance with Part B of
               schedule 3, having regard to the Purchase Price, the Receivables
               and the amounts already paid by the Buyer Group Companies under
               clause 3.3.

          (f)  The allocation of Purchase Price to be contained in the
               Apportionment Statement will be based on the following:

               (1)  in respect of each entity being sold under the Shares
                    Agreements (not including the Shares Agreement Australia and
                    the Novare

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                    Shares Agreement), the value attributed or ascribed to that
                    entity for the purposes of the preparation of the Completion
                    Accounts;

               (2)  in respect of the businesses being transferred under the
                    Assets Agreements, the value attributed or ascribed to those
                    businesses for the purposes of the preparation of the
                    Completion Accounts and having regard to the principles set
                    out in schedule 5;

               in each case, having regard to the Agreed Adjustments and
               standard consolidation eliminations where not already taken into
               account;

               (3)  in respect of the entity being sold under the Shares
                    Agreement Australia, $175,000,000; and

               (4)  after the allocation of the Purchase Price referred to in
                    paragraphs (1), (2) and (3) above:

                    (A)  to the extent any of the Purchase Price remains
                         unallocated (including any Earn Out Amount), that
                         amount of the Purchase Price will be allocated to the
                         goodwill transferred under the Assets Agreement
                         Australia;

                    (B)  to the extent that the amount allocated is greater than
                         the Purchase Price, the excess will be deducted from
                         the allocation to the assets transferred under the
                         Assets Agreement Australia.

          (g)  The Principal Buyer on behalf of the Buyer Group Companies and
               PDL on behalf of the Seller Group Companies must confer and use
               all reasonable endeavours to agree on the Completion Statement,
               the Apportionment Statement and the EBIT Statement within 20
               Business Days after a draft is provided to the Buyer Group
               Companies (Target Date). PDL will procure that the Principal
               Buyer and its representatives are allowed reasonable access to
               all personnel involved in and records relating to (including,
               without limitation, audit work papers) the preparation of the
               Completion Accounts, draft Completion Statement, the draft
               Apportionment Statement and the draft EBIT Statement.

          (h)  If the contents of the draft Completion Statement, the draft
               Apportionment Statement and the draft EBIT Statement are agreed
               between the Principal Buyer and PDL, those drafts will constitute
               the Completion Statement, the Apportionment Statement and the
               EBIT Statement and will be final and binding on the parties.

          (i)  Subject to clause 5.2(j) if the Principal Buyer disputes that the
               draft Completion Statement, the draft Apportionment Statement or
               the draft EBIT Statement has been prepared in accordance with
               this agreement and does not resolve the matters in dispute with
               PDL by the Target Date, the Principal Buyer may at any time
               before the date which is 10 Business Days after the Target Date
               (Dispute Date) elect to refer the matters in dispute to the
               Valuer for determination in accordance with clause 5.3 by giving
               written notice to that effect to PDL including full details of
               the matters in dispute (Matters In Dispute).

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          (j)  The Principal Buyer acknowledges (including on behalf of the
               Buyer Group Companies) that:

               (1)  the Residual Provision contained in the draft Completion
                    Statement (in accordance with clause 5.2(c)), must be taken
                    into account to address any matters which the Principal
                    Buyer would otherwise dispute in relation to the draft
                    Completion Statement;

               (2)  it will take the matters referred to in clause 5.2(j)(1)
                    into account when seeking to agree the draft Completion
                    Statement with PDL under clause 5.2(g);

               (3)  the Principal Buyer and PDL, when instructing the Valuer
                    under clause 5.3(a), will include in their instructions that
                    any determination made by the Valuer must:

                    (i)  take into account the assumption that the Residual
                         Provision will be utilised by the Buyer Group Companies
                         to the extent possible; and

                    (ii) deduct a corresponding amount from any claim made by
                         the Principal Buyer as part of the Matters in Dispute.

          (k)  If the Principal Buyer and PDL do not agree on:

               (1)  the Completion Statement by the Target Date and no election
                    to make a referral is made under clause 5.2(i) by the
                    Dispute Date, the values determined by PDL in the draft
                    Completion Statement will be final and binding on the
                    parties;

               (2)  the Apportionment Statement by the Dispute Date and no
                    election to make a referral is made under clause 5.2(i) by
                    the Target Date, the Apportionment Statement will be final
                    and binding on the parties, except to the extent the
                    Completion Statement remains subject to dispute;

               (3)  the EBIT Statement by the Dispute Date and no election to
                    make a referral is made under clause 5.2(i) by the Target
                    Date, the EBIT Statement will be final and binding on the
                    parties.

    5.3   VALUER

          (a)  The Principal Buyer and PDL must jointly instruct the Valuer
               within 10 Business Days after a referral under clause 5.2(h) and
               on the basis that the Valuer agrees to make a determination in
               relation to the Matters In Dispute and any consequential
               adjustments to the Completion Statement (Valuer's Adjustments) no
               later than 50 Business Days after the Referral Date as defined in
               clause 5.3(b)(1).

          (b)  The procedures to be used by the Valuer in determining the
               Valuer's Adjustments shall be as follows:

               (1)  PDL and the Principal Buyer will together provide to the
                    Valuer copies of this agreement, the Completion Accounts,
                    the draft Completion Statement, the draft Apportionment
                    Statement, the

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                    draft EBIT Statement and the notice of Matters In Dispute as
                    provided to PDL under clause 5.2(i). The date upon which the
                    Valuer receives such documents is referred to in this clause
                    as the Referral Date.

               (2)  Each of the Principal Buyer and PDL may make a single
                    submission to the Valuer in relation to the Matters In
                    Dispute which submission will not exceed 25 A4 pages in
                    length, within 15 Business Days after the Referral Date.

               (3)  The Principal Buyer and PDL will be permitted to deliver to
                    the Valuer a response to the submission of the other party
                    described in sub-clause 5.3(b)(2) above, which shall not
                    exceed 5 A4 pages in length. The responses contemplated by
                    this clause 5.3(b)(3) will be delivered, if at all, within
                    15 Business Days after receipt of the other party's
                    submission described in clause 5.3(b)(2) above.

               (4)  The Valuer must review the documents submitted by the
                    parties and have the opportunity to ask specific written
                    questions of or request specific historical documents from
                    either party to clarify its understanding of the
                    submissions. In relation to questions asked of one party,
                    the other party may submit to the Valuer written dissent to
                    any response submitted by the first party to the Valuer.

               (5)  Copies of any submission, response or document submitted to
                    or by the Valuer by or to a party as contemplated in this
                    clause will be submitted by the Valuer to the other party
                    simultaneously or as soon as received, as the case may be.

               (6)  The Valuer will deliver its determination of the Matters In
                    Dispute and the Valuer's Adjustments within 50 Business Days
                    following the Referral Date. The Valuer's determination is
                    final and binding on the parties.

               (7)  The fees and expenses of the Valuer will be shared equally
                    by PDL and the Principal Buyer.

               (8)  In making its determination the Valuer acts as an expert and
                    not as an arbitrator and the Valuer's decision will be final
                    and binding.

    5.4   EFFECT OF MATTERS IN DISPUTE

          (a)  If the Completion Statement has not been finalised by the Dispute
               Date due to Matters In Dispute having not been resolved, then:

               (1)  for the purpose of clause 3.4(a), the Payment Date is the
                    day which is 5 Business Days after the Dispute Date (Revised
                    Payment Date);

               (2)  on the Revised Payment Date, the Buyer Group Companies or
                    the Seller Group Companies, as appropriate, must pay to the
                    other the estimated net amount described in clause 5.2(e)
                    less the amount the subject of the unresolved Matters In
                    Dispute in Immediately Available Funds, plus interest on the
                    amount to be paid at the

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                    Interest Rate from and including the Completion Date up to
                    and including the date the amount is paid (subject always to
                    clause 5.4(b));

               (3)  clause 3.4(a) will apply following determination of the
                    unresolved Matters In Dispute in accordance with clause 5.3,
                    having regard, for the purpose of clause 5.2(e), to the
                    amount paid by the Buyer Group Companies or the Seller Group
                    Companies under clause 5.4(a)(2).

          (b)  If the amount of the subject of the unresolved Matters In Dispute
               is more than the estimated net amount described in clause 5.2(e),
               then despite the operation of clause 5.4(a)(2), no party will be
               required to make any payment on the Revised Payment Date.

          (c)  For the avoidance of doubt, if the Apportionment Statement or the
               EBIT Statement has not been finalised by the Target Date due to
               the Matters in Dispute having not been resolved, this will not
               result in any change to the obligation to make any payment due on
               the Payment Date.

6   WARRANTIES AND INDEMNITIES

    6.1   ACCOUNTS

          (a)  Subject to clauses 6.6 and 6.7, the Seller Group Companies give
               the warranties set out in clauses 6.1(b) and 6.2 in favour of the
               Buyer Group Companies as at the date of this agreement and as at
               Completion.

          (b)  The Accounts:

               (1)  have been prepared in accordance with the Accounting
                    Standards and with due care and attention;

               (2)  show a true and fair view of the financial position of the
                    Pacific Brands Business at the Accounts Date and of the
                    profit and loss of the operations of the Pacific Brands
                    Business for the year ended on the Accounts Date.

    6.2   MANAGEMENT ACCOUNTS

          The Management Accounts, in all material respects:

          (a)  have been be prepared with due care and attention and on a basis
               consistent with the management accounts from which the Accounts
               were derived and past practices;

          (b)  accurately disclose the financial position and material assets
               and liabilities of the Pacific Brands Business and the income,
               expenses and results of the operations of the Pacific Brands
               Business for the relevant financial period.

    6.3   APPLICATION OF THE SELLER'S WARRANTIES

          Each of the Seller's Warranties:

          (a)  remains in full force and effect after Completion; and

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          (b)  is separate and independent and is not limited by reference to
               any other of the Seller's Warranty or any other provision of this
               agreement.

    6.4   [NOT USED]

    6.5   TIME OF WARRANTIES

          Subject to clauses 6.6 and 6.7:

          (a)  the Buyer Group Companies give the Buyer's Warranties in favour
               of the Seller Group Companies; and

          (b)  the Seller Group Companies give the Seller's Warranties in favour
               of the Buyer Group Companies,

          as at the date of this agreement and as at Completion.

    6.6   DISCLOSURE

          The Warranties are given subject to those matters fairly disclosed in,
          and a party must not claim that any fact renders any of the Warranties
          untrue or misleading or causes them to be breached if that fact has
          been fairly disclosed in:

          (a)  a Linked Transaction Agreement; or

          (b)  in the case of the Seller's Warranties, the Disclosure Schedule
               or the Data Room.

    6.7   MATTERS OF PUBLIC RECORD

          A party must not claim that any fact renders any of the Warranties
          untrue or misleading or causes them to be breached if that fact would
          have been revealed at the date of this agreement by searches of:

          (a)  in the case of the Buyer's Warranties, any public register kept
               by the Australian Securities and Investments Commission under the
               Corporations Act in relation to the Buyer Group Companies; or

          (b)  in the case of the Seller's Warranties, any public register kept
               by the Australian Securities and Investments Commission (or
               similar register in the jurisdictions in which any of the Seller
               Group Companies, Pacific Brands Foreign Entities or Pacific
               Brands Foreign Entities Subsidiaries are incorporated), any trade
               mark registry, land registry or court in relation to the Seller
               Group Companies, the Pacific Brands Foreign Entities or the
               Pacific Brands Foreign Entities Subsidiaries or the assets and
               shares sold pursuant to the Linked Transaction Agreements.

    6.8   ENVIRONMENTAL INDEMNITY

          (a)  Subject to clause 6.8(c) and providing the condition of the
               Environment which is the cause of the Environmental Liability or
               Loss existed up to and including the Completion Date, PDL agrees
               to indemnify the Buyer on demand against any Environmental
               Liability or Loss for a period of 4 years from the Completion
               Date, all such Environmental Liability or Loss being referred to
               in this clause as 'Environmental Costs'.

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          (b)  Notwithstanding any clause to the contrary in this agreement, it
               is further agreed that the environmental indemnity in clause
               6.8(a) shall be limited as follows:

               (1)  the Buyer must bear the first $2,000,000 of Environmental
                    Costs;

               (2)  the Buyer and PDL shall share equally the next $13,000,000
                    of Environmental Costs; and

               (3)  PDL shall bear any Environmental Costs in excess of
                    $15,000,000;

          (c)  PDL's liability to the Buyer under clause 6.8(a) shall be reduced
               to the extent if any that the Environmental Costs arise or are
               increased as a result of a failure by the Buyer to comply with
               the following obligations:

               (1)  The Buyer must take no action that is likely to have the
                    effect of encouraging or provoking a relevant Government
                    Agency to issue a demand, notice or order under any
                    Environmental Law in respect of a Property except where:

                    (i)   necessary to obtain or as a condition of the grant of
                          an Authorisation necessary for the continued conduct
                          of the Business or any renewal or variation of any
                          such Authorisation in the ordinary course of the
                          Business; or

                    (ii)  necessary to be in a position to properly defend or
                          respond to an action or proceeding against the Buyer
                          by a third party; or

                    (iii) it is reasonable to conclude that:

                          (aa) there is a real risk to the health of persons or
                               damage to property; or

                          (bb) there is an obligation to investigate or
                               remediate under an Environmental Law.

               (2)  The Buyer must keep PDL informed of any matter which it
                    believes may give rise to a claim under clause 6.8(a) and,
                    if there is a dispute as to:

                    (i)   whether the matter concerned falls within the
                          provisions of clause 6.8(a): or

                    (ii)  as to the nature or extent of works to be undertaken
                          or Environmental Costs to be incurred by the Buyer,

                    either party may request in writing to the other that the
                    matter be referred to a firm of environmental engineers
                    acceptable to both parties ('Expert') on the basis of a
                    joint appointment by the Buyer and PDL within 5 Business
                    Days. The parties shall direct the Expert to take
                    independent legal advice in relation to legal issues arising
                    in relation to the dispute. The decision of the Expert as to
                    the matters in dispute shall be final and binding on the
                    parties and his costs shall be borne equally by PDL and
                    Buyer.

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               (3)  The Buyer must make no statement or admission to a third
                    party Claim for which PDL may be in part responsible under
                    this clause 6.8 without the prior consent of PDL which must
                    not be unreasonably withheld or delayed.

               (4)  The Buyer agrees to comply with clause 7.9 in relation to
                    any Claim to which this clause 6.8 may apply.

          (d)  The Buyer agrees that:

               (1)  its sole remedy against PDL in respect of any Environmental
                    Costs is under this clause 6.8;

               (2)  PDL's Warranties do not apply to the matters referred to in
                    this clause 6.8; and

               (3)  the indemnity in clause 6.8(a) will not apply in relation to
                    a particular Property to the extent that any Environmental
                    Liability or Loss affecting that Property is crystallised or
                    increased as a result of that particular Property no longer
                    being used for a commercial or industrial purpose similar to
                    that for which it is used at Completion.

          (e)  References in this clause 6.8 to 'the Buyer' include each Buyer
               Group Company, Pacific Brands Foreign Entity and Pacific Brands
               Foreign Entity Subsidiary on the basis that:

               (1)  the aggregate liability of PDL to all such entities in as
                    set out in clause 6.8(b);

               (2)  each Buyer Group Company agrees with PDL to ensure
                    compliance with this clause by each Pacific Brands Foreign
                    Entity and each Pacific Brands Foreign Entity Subsidiary;
                    and

               (3)  where a Buyer Group Company directly or indirectly owns,
                    immediately after Completion, less than 100% of any such
                    other entity, PDL shall only be liable for the percentage of
                    the Environmental Costs corresponding to that percentage
                    ownership interest.

          (f)  Notwithstanding any clause to the contrary in this agreement or
               any of the Linked Transaction Agreements, it is agreed that the
               environmental indemnity in clause 6.8(a) shall only be limited by
               clauses 6.8(b)-(e).

    6.9   LITIGATION INDEMNITY

          (a)  Subject to clause 6.9(b) PDL agrees and undertakes to indemnify
               and hold harmless the Buyer Group Companies from and against 50%
               of any and all direct or indirect losses incurred by Restonic (M)
               Sdn Bhd and/or its subsidiaries or for which they may become
               liable in connection with the claim made by Perabot Ekomoni
               against Dreamland Corporation (M) Sdn Bhd in respect of the
               termination of Perabot Ekomoni's appointment as Dreamland
               Corporation (M) Sdn Bhd's sole agent in the district of Kluang
               (Ekomoni Claim).

          (b)  The Buyer Group Companies:

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               (1)  will use their best endeavours to mitigate any loss which
                    PDL may suffer as a result of giving the indemnity set out
                    in clause 6.9(a); and

               (2)  acknowledge the indemnity does not apply in relation to the
                    first of $300,000 of the Ekomoni Claim.

7   LIMITATIONS ON LIABILITY

    7.1   LIMITATION TO CLAIMS UNDER THIS AGREEMENT

          The Buyer Group Companies acknowledge that they have not relied on,
          and that the Seller Group Companies are not liable to the Buyer Group
          Companies for, any Claim arising from or relating to any statement,
          representation, warranty, promise, undertaking or agreement in
          connection with the sale of the Pacific Brands Business or the shares
          under the Novare Shares Agreement:

          (a)  made by any person; or

          (b)  resulting from or implied by conduct made in the course of
               communications or negotiations in connection with the sale of the
               Pacific Brands Business including, without limitation, the sale
               of the assets and shares pursuant to the Linked Transaction
               Agreements,

          except for the Seller's Warranties and other obligations of the Seller
          Group Companies arising under the Linked Transaction Documents
          (Excluded Representations). The Buyer Group Companies now waive and
          release the Seller Group Companies, their Related Corporations, the
          Pacific Brands Foreign Entities, the Pacific Brands Foreign Entities
          Subsidiaries and any person acting or purporting to act on behalf of
          the Seller Group Companies or a Related Corporation of the Seller
          Group Companies, the Pacific Brands Foreign Entities or the Pacific
          Brands Foreign Entities Subsidiaries from any and all liability in
          respect of any Excluded Representation to the fullest extent permitted
          by law.

    7.2   AWARENESS

          Where the Seller's Warranties or any provisions of this agreement are
          qualified by reference to the awareness or knowledge of the relevant
          Seller Group Company, the Buyer Group Companies acknowledge that the
          awareness or knowledge of the relevant Seller Group Company is limited
          to matters now within the actual knowledge of the senior management
          staff specified in Part B of the Disclosure Schedule after due and
          careful enquiry of the senior management staff specified in the
          relevant Disclosure Schedule.

    7.3   LIMITATION FOR INSURANCE

          The Seller Group Companies are not liable to the Buyer Group Companies
          for any Warranty Claim for Loss which is recovered (net of any tax
          payable) by a Buyer Group Company, LSM, a Pacific Brands Foreign
          Entity or a Pacific Brands Foreign Entity Subsidiary or any of them
          under a policy of insurance.

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    7.4   LIMITATION FOR PROVISIONS

          (a)  The Seller Group Companies are not liable to the Buyer Group
               Companies for any Warranty Claim:

               (1)  in respect of the stock of the Pacific Brands Business,
                    except (subject to this clause 7) to the extent that the
                    amount finally adjudicated or agreed as being payable in
                    respect of all such Warranty Claims exceeds the provision
                    for slow moving, obsolete and damaged stock taken into
                    account in the Completion Statement; or

               (2)  in respect of any matter, except (subject to this clause 7)
                    to the extent that the amount finally adjudicated or agreed
                    as being payable in respect of the Warranty Claim exceeds
                    any understatement of the value of any asset and any
                    unutilised provisions for liabilities taken into account in
                    the Completion Statement.

          (b)  The Seller Group Companies are not liable to the Buyer Group
               Companies for any Warranty Claim in respect of the shares being
               sold under the Shares Agreements except (subject to this clause
               7) to the extent that the amount finally adjudicated or agreed as
               being payable in respect of the Warranty Claim exceeds any
               understatement of the value of any asset and any unutilised
               provisions for liabilities taken into account in the Completion
               Statement.

    7.5   LIMITATION FOR FUTURE EVENTS

          The Seller Group Companies are not liable to the Buyer Group Companies
          for any Warranty Claim to the extent that the cause of action is
          attributable to:

          (a)  anything done or not done after Completion by or on behalf of the
               Buyer Group Companies or a Related Corporation, LSM or a Pacific
               Brands Foreign Entity; or

          (b)  the enactment of any legislation after the date of this agreement
               including, but not limited to, legislation which has a
               retrospective effect.

    7.6   TIME LIMITS

          The Seller Group Companies are not liable to the Buyer Group Companies
          for any Warranty Claim unless:

          (a)  in the case of a Warranty Claim under the Assets Agreement
               Australia or the Assets Agreement New Zealand, the Buyer Group
               Companies give notice to the Seller Group Companies setting out
               specific details of the Warranty Claim within 2 years after the
               Completion Date;

          (b)  in the case of a Warranty Claim under Seller's Warranty 22 (Tax)
               of the Shares Agreements, the Buyer Group Companies give notice
               to the Seller Group Companies setting out specific details of the
               Warranty Claim within 7 years after the Completion Date;

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          (c)  in the case of a Warranty Claim under the Shares Agreements to
               which clause 7.6(b) does not apply, the Buyer Group Companies
               give notice to the Seller Group Companies setting out specific
               details of the Warranty Claim within 2 years after the Completion
               Date; and

          (d)  the Warranty Claim is agreed, compromised or settled or the Buyer
               Group Companies issue and serve legal proceedings against the
               Seller Group Companies in respect of the Warranty Claim within 6
               months after giving notice in respect of the Warranty Claim under
               clause 7.6(a) to 7.6(c).

    7.7   MONETARY LIMITS

          The Seller Group Companies are not liable to the Buyer Group Companies
          for any Warranty Claim unless:

          (a)  the amount finally adjudicated or agreed as being payable in
               respect of the Warranty Claim exceeds $100,000 (one hundred
               thousand dollars); and

          (b)  then only if the aggregate amount finally adjudicated or agreed
               as being payable in respect of all Warranty Claims which may be
               recovered under clause 7.7(a) exceeds 1 percent of the aggregate
               of the Purchase Price and the amount payable in respect of the
               Receivables pursuant to the Assets Agreement Australia. For the
               avoidance of doubt, under this clause 7.7(b), the Seller Group
               Companies' liability is not limited to the amount by which the
               above threshold is exceeded.

    7.8   MAXIMUM AMOUNT OF WARRANTY CLAIMS

          The maximum aggregate amount which the Buyer Group Companies may
          recover from the Seller Group Companies in respect of all Warranty
          Claims is the aggregate of the Purchase Price and the amount payable
          in respect of the Receivables pursuant to the Assets Agreement
          Australia.

    7.9   BUYER GROUP COMPANIES' OBLIGATIONS

          (a)  Within 30 Business Days after becoming aware of any matter, claim
               or demand which may reasonably be expected to lead to the Seller
               Group Companies being liable under any Warranty Claim, the Buyer
               Group Companies must give notice to the Seller Group Companies
               setting out full details of the matter, claim or demand.

          (b)  The Buyer Group Companies must not deal and must procure that LSM
               the Pacific Brands Foreign Entities and the Pacific Brands
               Foreign Entities Subsidiaries do not deal with, compromise or
               accept any matter, claim or demand which may lead to the Seller
               Group Companies being liable under any Warranty Claim without the
               Seller Group Companies' prior written approval.

          (c)  On receiving from the Seller Group Companies an indemnity against
               all Loss which may result, the Buyer Group Companies must take
               and must procure that the Pacific Brands Foreign Entities and the
               Pacific Brands Foreign Entities Subsidiaries take any action and
               provide any assistance the Seller Group Companies reasonably
               require to deal with, contest or

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               compromise any matter, claim or demand which may lead to the
               Seller Group Companies being liable under any Warranty Claim,
               provided that none of the Seller Group Companies, the Pacific
               Brands Foreign Entities or the Pacific Brands Foreign Entities
               Subsidiaries shall be required to do anything that is likely to
               cause a material disruption to the conduct of its business or its
               employees or is likely to harm the goodwill or reputation of its
               business.

          (d)  The Seller Group Companies are not liable to the Buyer Group
               Companies for any claim arising from a matter, claim or demand to
               the extent to which the Seller Group Companies' liability arises
               as a result of or is increased by a failure by the Buyer Group
               Companies to comply with this clause 7.9.

    7.10  RIGHT TO REIMBURSEMENT

          The Buyer Group Companies must reimburse to the Seller Group Companies
          an amount equal to any sum paid by the Seller Group Companies in
          respect of any Warranty Claim which is subsequently recovered by or
          paid to the Buyer Group Companies (net of any tax payable) or
          recovered by or paid to LSM, the Pacific Brands Foreign Entities or
          the Pacific Brands Foreign Entities Subsidiaries (net of any tax
          payable) by any third party (including, but not limited to, any
          insurer).

    7.11  ALL WARRANTY CLAIMS

          The limitations on the liability of the Seller Group Companies
          specified in this clause 7 apply to all Warranty Claims made by a
          Buyer Group Company pursuant to this agreement or a Linked Transaction
          Agreement.

8   FOREIGN EXCHANGE CONTRACTS

    8.1   FINANCIAL ADJUSTMENTS

          Following Completion:

          (a)  in relation to the Foreign Exchange Contracts:

               (1)  on the Business Day before the due date for a payment to be
                    made by PDL under a Foreign Exchange Contract, the Principal
                    Buyer will pay that amount in accordance with the directions
                    of PDL (which may include directions as to the recipient of
                    the funds, the currency in which the payment is to be made
                    and the method of payment);

               (2)  subject to clause 8.1(b), on the day of settlement of a
                    Foreign Exchange Contract by or on behalf of PDL, PDL will
                    pay to the Principal Buyer or as directed by the Principal
                    Buyer, any amount received by PDL under that Foreign
                    Exchange Contract, in the currency and in the form in which
                    that payment was received;

          (b)  PDL will not be required to make any payment in relation to a
               particular Foreign Exchange Contract under clause 8.1(a)(2), and
               that payment will not become due, until such time as the
               Principal Buyer has satisfied its

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               obligations under clause 8.1(a)(1) in relation to that Foreign
               Exchange Contract.

    8.2   INTEREST

          If the Principal Buyer or PDL does not make a payment as required by
          clause 8.1(a)(1) or 8.1(a)(2), as applicable, by the due date for
          payment, that party will be required to pay to the other party
          interest on the amount owing at a rate equal to the Interest Rate plus
          2%, calculated and payable on a daily basis until such time as the
          principal amount is paid in full.

    8.3   INDEMNITY

          The Principal Buyer indemnifies PDL in relation to any Loss suffered
          by the Seller Group Companies, as a result of a breach by the
          Principal Buyer of its obligations under this clause 8 and PDL
          indemnifies the Principal Buyer in relation to any Loss suffered by
          the Principal Buyer as a result of a breach by PDL of its obligations
          under this clause 8.

    8.4   PRIOR TO COMPLETION

          PDL agrees that it will not, between the date of this Agreement and
          the Completion Date, without the prior written consent (such consent
          not to be unreasonably withheld) of the Principal Buyer, enter into or
          agree to enter into any new foreign exchange contract with a value of
          more than $100,000 which relates to the Pacific Brands Business or
          extend the maturity date of any existing foreign exchange contract
          which relates to the Pacific Brands Business.

9   STRATEGIC INVESTMENT PROGRAMME

    9.1   ENTITLEMENTS

          The parties acknowledge (as between them), subject to Completion
          occurring, in relation to any amounts which are received by the holder
          of any SIP Registration under the SIP Scheme:

          (a)  for a SIP Registration for the year ended 30 June 2001:

               (1)  the Principal Buyer is entitled to the first $5,000,000
                    received;

               (2)  PDL is entitled to any amount received in excess of
                    $5,000,000;

          (b)  for a SIP Registration for the year ended 30 June 2002, the
               Principal Buyer is entitled to any amount received.

    9.2   PAYMENT

          To the extent an amount is received by the holder of a SIP
          Registration as described in clause 9.1:

          (a)  before Completion, PDL will procure that any portion of that
               amount to which the Principal Buyer is entitled under clause 9.1,
               is paid to the Principal Buyer on the Payment Date in Immediately
               Available Funds;

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          (b)  after Completion, the Principal Buyer will procure that any
               portion of that amount to which PDL is entitled under clause 9.1,
               is paid to PDL within 5 Business Days of receipt in Immediately
               Available Funds.

    9.3   INTEREST

          If the Principal Buyer does not make a payment as required by clause
          9.2(b) by the due date for payment, the Principal Buyer will be
          required to pay to PDL interest on the amount owing at a rate equal to
          the Interest Rate plus 5%, calculated and payable on a daily basis
          until such time as the principal amount is paid in full.

    9.4   ACKNOWLEDGMENT

          Until such time as PDL has received all amounts to which it may become
          entitled as described in clause 9.1 (PDL Entitlements), the Principal
          Buyer agrees to procure that PDL is:

          (a)  kept informed as to the progress of claims relating to the PDL
               Entitlements;

          (b)  given reasonable access to employees or contractors engaged by
               the Buyer Group Companies to progress claims relating to the PDL
               Entitlements; and

          (c)  given access to any records or documentation reasonably requested
               by PDL to allow it to monitor the progress of claims relating to
               the PDL Entitlements.

    9.5   INDEMNITY

          The Principal Buyer indemnifies PDL in relation to any Loss suffered
          by the Seller Group Companies as a result of a breach by the Principal
          Buyer of its obligations under this clause 9.

10  ACKNOWLEDGEMENTS

    10.1  JOYCE CONTRACT

          For the avoidance of doubt, the parties acknowledge that the Bid
          Accounts and the Completion Statement will both contain a matching
          asset and liability in relation to the Joyce Contract and that the
          Buyer Group Companies will become entitled to an asset as a result of
          the transfer of the Joyce Contract under the Assets Agreement
          Australia.

    10.2  INTER GROUP DEBTS

          For the avoidance of doubt, the parties acknowledge that:

          (a)  all Inter Group Debts are intended to be eliminated from the
               Completion Accounts in order to derive the Completion Statement
               and are not intended to be transferred to the Buyer Group
               Companies; and

          (b)  to the extent that any Inter Group Debt is inadvertently
               transferred to or remains with the Buyer Group Companies as a
               result of the operation of

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               the Shares Agreements or Assets Agreements and has not been
               eliminated to derive the Completion Statement as referred to in
               clause 10.2(a), the parties will negotiate in good faith an
               appropriate method for dealing with that Inter Group Debt, such
               that neither party receives a windfall gain or suffers a loss as
               a result of such transfer.

    10.3  RESTRUCTURING PROVISION

          The Buyer Group Companies acknowledge that the Restructuring Provision
          as at Completion will be included in the Completion Statement, net of
          any associated future income tax benefit at the rate of 30%.

    10.4  GENERAL PROVISION

          The Buyer Group Companies acknowledge that the General Provision
          included in the Completion Statement (as adjusted under clause 5.2(c))
          will be included net of any associated future income tax benefit at
          the rate of 30%.

    10.5  RESTRUCTURING

          (a)  The Buyer Group Companies and the Seller Group Companies
               acknowledge and agree that:

               (1)  certain restructuring has occurred within the PDL Group
                    involving the companies being sold under the Share Sale
                    Agreements and their subsidiaries (Companies) post 30 June
                    2001, which has been disclosed to the Buyer Group Companies
                    (Restructuring);

               (2)  no provision for Tax will be booked in relation to the
                    Restructuring in the Completion Accounts (except to the
                    extent stamp duty has been provided for) and the Seller's
                    Accountant will be so instructed;

               (3)  none of the Buyer Group Companies or their subsidiaries
                    (post Completion), including but not limited to the
                    Companies, will self assess in relation to matters arising
                    from the Restructuring, but any Tax assessment made against
                    any of these entities in relation to those Restructuring
                    matters will be capable of claim under the Tax Indemnity
                    Deed.

          (b)  The Seller Group Companies acknowledge that they do not believe
               that any Tax liability will arise as a result of the
               Restructuring, except to the extent stamp duty has been paid or
               provided for in the Completion Accounts.

          (c)  For the purposes of this clause 10.5, "Tax" has the same meaning
               as in the Tax Indemnity Deed.

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11  ANNOUNCEMENTS AND CONFIDENTIALITY

    11.1  LEGAL REQUIREMENTS

          A party may disclose anything in respect of this agreement or the
          terms of the sale transaction the subject of this agreement as
          required by:

          (a)  applicable law; or

          (b)  any recognised stock exchange on which its shares are listed,

          but to the extent possible, it must consult with and obtain the prior
          written consent of PDL and the Principal Buyer before making the
          disclosure and use its best endeavours to agree on the form and
          content of the disclosure.

    11.2  DISCLOSURE TO OFFICERS, EMPLOYEES AND PROFESSIONAL ADVISERS

          A party may disclose anything in respect of this agreement or the
          terms of the sale transaction the subject of this agreement to its
          Officers, employees, professional advisers, its Related Corporations,
          its bankers and their employees and professional advisers, to any
          potential purchaser of any of the assets or shares which are to be
          sold to the Buyer Group Companies under the Linked Transaction
          Agreements (to the extent relevant to the sale transaction proposed to
          be entered) or any receiver or administrator which is appointed in
          respect of any Buyer Group Company but it must use its best endeavours
          to ensure all matters disclosed are kept confidential.

    11.3  FURTHER PUBLICITY

          Subject to clause 11.1, no party may disclose the provisions of this
          agreement or the terms of the sale transaction the subject of this
          agreement without the written consent of PDL and the Principal Buyer.

    11.4  CONFIDENTIALITY

          Subject to clause 11.1, the Buyer Group Companies must not before
          Completion disclose any information or documents which have been
          disclosed or provided to them or any person acting on their behalf in
          accordance with this agreement or in the course of communications or
          negotiations in connection with the sale transaction the subject of
          this agreement.

    11.5  RETURN OF INFORMATION AND DOCUMENTS

          If this agreement is rescinded or terminated, the Buyer Group
          Companies must:

          (a)  cease using the information and documents referred to in clause
               11.4 for their own purposes; and

          (b)  return to the Seller Group Companies all documents (and return or
               destroy all copies of the documents) referred to in clause 11.4.

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                                                         Co-ordination agreement

12  DUTIES, COSTS AND EXPENSES

    12.1  DUTIES

          The Buyer Group Companies must pay any stamp duty (including any
          interest, penalty or like charge) in respect of the execution,
          delivery and performance of:

          (a)  this agreement; and

          (b)  any agreement or document entered into or signed under this
               agreement (including but not limited to the Linked Transaction
               Agreements).

    12.2  COSTS AND EXPENSES

          Subject to clause 12.1, each party must pay its own costs and expenses
          in respect of the negotiation, preparation, execution, delivery,
          stamping and registration of this agreement and any other agreement or
          document described in clause 12.1.

    12.3  COSTS OF PERFORMANCE

          Any action to be taken by the Buyer Group Companies or the Seller
          Group Companies in performing their obligations under this agreement
          must be taken at its own cost and expense unless otherwise provided in
          this agreement.

13  GENERAL

    13.1  NOTICES

          (a)  Any notice or other communication including, but not limited to,
               any request, demand, consent or approval, to or by a party to
               this agreement:

               (1)  must be in legible writing and in English addressed as shown
                    below:

                    (A)  if to the Seller Group Companies:

                         Address:     c/o Pacific Dunlop Limited
                                      Level 3, 678 Victoria Street,
                                      Richmond  Vic  3121
                         Attention:   Company Secretary
                         Facsimile:   (03) 9270 7300; and

                    (B)  if to the Buyer Group Companies:

                         Address:     c/- Pacific Brands Holdings Pty Ltd
                         Attention:   Philip Kapp
                         Facsimile:   (02) 9921 4224

                    or as specified to the sender by any party by notice;

               (2)  where the sender is a company, must be signed by an Officer
                    or under the common seal of the sender;

                                                                         page 34

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                                                         Co-ordination agreement

               (3)  is to be regarded as having been given by the sender and
                    received by the addressee:

                    (A)  if by delivery in person, when delivered to the
                         addressee;

                    (B)  if by post, 3 Business Days from and including the date
                         of postage; or

                    (C)  if by facsimile transmission when a legible
                         transmission is received (or regarded as received) by
                         the addressee,

                    but if the delivery or receipt is on a day which is not a
                    Business Day or is after 4.00 pm (addressee's time), it is
                    regarded as having been received at 9.00 am on the following
                    Business Day; and

               (4)  can be relied on by the addressee and the addressee is not
                    liable to any other person for any consequences of that
                    reliance if the addressee believes it to be genuine, correct
                    and authorised by the sender.

          (b)  A facsimile transmission is to be regarded as legible unless the
               addressee telephones the sender within 2 hours after the
               transmission is received or regarded as received under clause
               13.1(a)(3) and informs the sender that it is not legible.

          (c)  In this clause 13.1, a reference to an addressee includes a
               reference to an addressee's Officers, agents or employees.

          (d)  A notice or other communication referred to in clause 13.1(a)
               will be deemed to be sent by and to all Seller Group Companies if
               sent by or to PDL and will be deemed to be sent by and to all
               Buyer Group Companies if sent by or to the Principal Buyer.

    13.2  GOVERNING LAW AND JURISDICTION

          (a)  This agreement is governed by the laws of Victoria.

          (b)  Each party irrevocably submits to the non-exclusive jurisdiction
               of the courts of Victoria.

          (c)  The Buyer Group Companies which are not registered in Australia
               appoint the Principal Buyer in relation to proceedings in
               Australia as their agent to receive service of any legal process
               on their behalf.

    13.3  PROHIBITION AND ENFORCEABILITY

          (a)  Any provision of, or the application of any provision of, this
               agreement which is void, illegal, unenforceable or prohibited in
               any jurisdiction does not affect the validity, legality or
               enforceability of that provision in any other jurisdiction or of
               the remaining provisions in that or any other jurisdiction.

          (b)  The application of this clause 13.3 is not limited by any other
               provision of this agreement in relation to severability,
               prohibition or enforceability.

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    13.4  WAIVERS

          (a)  Waiver of any right, power, authority, discretion or remedy
               arising on a breach of or default under this agreement must be in
               writing and signed by the party granting the waiver.

          (b)  A party is not entitled to rely on the conduct of another party
               or on a delay in the exercise or non-exercise of a right, power,
               authority, discretion or remedy arising from a breach of this
               agreement or default under this agreement as constituting a
               waiver of that right, power, authority, discretion or remedy.

    13.5  VARIATION

          A variation of any term of this agreement must be in writing and
          signed by the parties.

    13.6  ASSIGNMENT

          None of the parties may assign or transfer, or purport to assign or
          transfer, any of its rights or obligations under this agreement,
          except that:

          (a)  the Principal Buyer may assign or transfer its rights or
               obligations under this agreement to a financial institution (or
               an agent or trustee thereof) providing financing or other
               facilities to the Principal Buyer (Security Trustee); and

          (b)  the Security Trustee and any agent, receiver, receiver and
               manager or administrator or other Controller (as defined in the
               Corporations Act 2001) appointed on its behalf may assign or
               transfer the rights and obligations of the Principal Buyer under
               this agreement to a third party on the enforcement of any
               security over the Principal Buyer in favour of the Security
               Trustee.

          Such agreement or transfer must be without prejudice to any of PDL's
          rights including the right to oppose a Claim and PDL's liability must
          not exceed that which would have been applicable had the assignment or
          transfer not taken place. For the avoidance of doubt, PDL consents to
          the Principal Buyer granting security to the Security Trustee over the
          Principal Buyer's rights under this agreement.

    13.7  SURVIVAL OF CERTAIN PROVISIONS

          If this agreement or performance of this agreement is rescinded or
          terminated and Completion does not occur, no party is liable to the
          other parties under this agreement or the Linked Transaction
          Agreements except under clauses 11, 12 and 13 of this agreement, which
          survive the rescission or termination.

    13.8  DEFAULT INTEREST

          If a party fails to pay any amount payable under this agreement on the
          due date for payment, that party must pay interest on the amount
          unpaid at 2% per annum above the Interest Rate, compounding weekly.

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    13.9  FURTHER ASSURANCES

          Each party must do all things necessary to give full effect to this
          agreement and the transactions contemplated by this agreement.

    13.10 ENTIRE AGREEMENT

          This agreement supersedes all previous agreements in respect of its
          subject matter and embodies the entire agreement between the parties.

    13.11 NON-MERGER

          No provision of this agreement merges on Completion.

    13.12 COUNTERPARTS

          (a)  This agreement may be executed in any number of counterparts.

          (b)  All counterparts, taken together, constitute one instrument.

          (c)  A party may execute this agreement by signing any counterpart.

    13.13 ATTORNEYS

          Each of the attorneys executing this agreement states that the
          attorney has no notice of the revocation of the power of attorney
          appointing that attorney.

14  INCORPORATION BY REFERENCE

    14.1  LINKED TRANSACTION AGREEMENTS

          Subject to clause 14.2, the provisions of clause 11, 12 and 13 of this
          agreement are incorporated by reference into and form part of each
          Linked Transaction Agreement as if those provisions were fully
          repeated in each such agreement.

    14.2  REFERENCES TO GROUP COMPANIES

          The provisions of this clause 14.2 apply so that a reference in clause
          11, 12 or 13 of this agreement to the Buyer Group Companies or to the
          Seller Group Companies is, when incorporated by reference pursuant to
          clause 14.1, to be read and construed in the relevant Linked
          Transaction Agreement as set out below:

                                                                         page 37

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                                                         Co-ordination agreement

<TABLE>
<CAPTION>
    AGREEMENT                   BUYER GROUP COMPANY                 SELLER GROUP COMPANY
    ------------------------------------------------------------------------------------------------------
    <S>                         <C>                                 <C>
    Assets Agreement            Pacific Brands Holdings Pty Ltd     Pacific Dunlop Limited
    Australia
                                Pacific Brands Footwear Pty Ltd     Textile Industrial Design and
                                                                    Engineering Pty Ltd
                                Pacific Brands Sport & Leisure      Union Knitting Mills Pty Ltd
                                Pty Ltd
                                Pacific Brands Clothing Pty Ltd     Boydex International Pty Limited
                                Pacific Brands Household Products   Foamlite (Australia) Pty Ltd
                                Pty Ltd
                                PB Holdings NV                      Vita Pacific Pty Ltd
                                                                    PD Licensing Pty Ltd
                                                                    Niblick Pty Ltd
                                                                    Cliburn Investments Pty Ltd

    Shares Agreement            Pacific Brands Holdings Pty Ltd     Pacific Dunlop Limited
    Australia
                                PB Holdings NV

    Assets Agreement            Pacific Brands Holdings (NZ)Ltd     Pacific Dunlop Holdings (NZ) Limited
    New Zealand
                                PB Holdings NV

    Shares Agreement            PB Holdings NV                      Pacific Dunlop Holdings (Europe) Ltd
    UK

    Shares Agreement            PB Holdings NV                      Pacific Dunlop Holdings (USA) Inc
    USA

    Shares Agreement            PB Holdings NV                      Pacific Dunlop Holdings (Singapore)
    Indonesia
                                                                    Pte Ltd

    Shares Agreement            PB Holdings NV                      PD International Pty Ltd
    Fiji

    Shares Agreement            PB Holdings NV                      PD International Pty Ltd
    Hong Kong

    Shares Agreement            PB Holdings NV                      PD Holdings (Malaysia) Sdn Bhd
    Malaysia

    Novare Shares Agreement     Pacific Brands Holdings Pty Ltd     PD Shared Services Holdings Pty Ltd

                                PB Holdings NV
</TABLE>

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                                                         Co-ordination agreement

15  GUARANTEE AND INDEMNITY - SELLER

    15.1  GUARANTEE

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

    15.2  INDEMNITY

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

    15.3  EXTENT OF GUARANTEE AND INDEMNITY

          (a)  This clause 15 applies:

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

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

          (b)  The obligations of the Guarantor under this clause 15 extend to
               any change in the obligations of the Seller Group Companies as a
               result of any amendment, supplement, renewal or replacement of
               this agreement.

          (c)  This clause 15 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 15 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 Group Companies and the Seller Group Companies are
                    a party or the occurrence of any other thing; and

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

    15.4  CONTINUING GUARANTEE AND INDEMNITY

          This clause 15 is a continuing obligation of the Guarantor, despite
          any settlement of account and remains in full force and effect until
          the obligations of the each Seller Group Company under this agreement
          have been performed.

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    15.5  WARRANTIES OF THE GUARANTOR

          The Guarantor represents and warrants to the Buyer Group Companies
          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.

    15.6  RIGHTS

          The Guarantor waives any right it has under contact, tort or statute
          of first requiring any of the Buyer Group Companies to commence
          proceedings or enforcing any other right against PDL or any of the
          Seller Group Companies or any other person before claiming under this
          clause 15.

    15.7  ANSELL

          The Guarantor covenants with the Buyer that should the Guarantor,
          within a period of 4 years after Completion, directly or indirectly
          dispose of, or permit the disposal of, all or substantially all of its
          interest in or all or substantially all of the assets of Ansell:

          (a)  for other than cash or other valuable consideration received by
               the Guarantor or a Related Body Corporate of the Guarantor; or

          (b)  for cash or other valuable consideration which is then
               distributed to parties other than the Guarantor or a Related Body
               Corporate of the Guarantor,

          it will first provide the Buyer with security reasonably acceptable to
          the Buyer for any claims which the Buyer may have against the Seller
          or Guarantor under this agreement.

16  GUARANTEE AND INDEMNITY - BUYER

    16.1  GUARANTEE

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

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                                                         Co-ordination agreement

    16.2  INDEMNITY

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

    16.3  EXTENT OF GUARANTEE AND INDEMNITY

          (a)  This clause 16 applies:

               (1)  to the present and future obligations of the Buyer Group
                    Companies under this agreement; and

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

          (b)  The obligations of the Buyer Guarantor under this clause 16
               extend to any change in the obligations of the Buyer Group
               Companies as a result of any amendment, supplement, renewal or
               replacement of this agreement.

          (c)  This clause 16 is not affected, nor are the obligations of the
               Buyer Guarantor under this agreement released or discharged or
               otherwise affected, by anything which, but for this provision,
               might have that effect.

          (d)  This clause 16 applies:

               (1)  regardless of whether the Buyer 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 Seller Group Companies and the Buyer Group Companies are
                    a party or the occurrence of any other thing; and

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

    16.4  CONTINUING GUARANTEE AND INDEMNITY

          This clause 16 is a continuing obligation of the Buyer Guarantor
          despite any settlement of account and remains in full force and effect
          until the obligations of the Buyer Group Companies under this
          agreement have been performed.

    16.5  WARRANTIES OF THE GUARANTOR

          The Buyer Guarantor represents and warrants to the Seller Group
          Companies that:

          (e)  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;

          (f)  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 Buyer Guarantor; or

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                                                         Co-ordination agreement

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

    16.6  RIGHTS

          The Buyer Guarantor waives any right it has of first requiring the
          Seller Group Companies to commence proceedings or enforce any other
          right against the Buyer Group Companies or any other person before
          claiming under this clause 16.

17  SPEEDS RECEIVABLE

          In consideration of the Seller Group Companies retaining the Current
          Speeds Receivable, it is agreed that:

          (a)  subject to clause 17(d), any moneys received from Speeds by any
               Seller Group Company or Buyer Group Company or their Related
               Corporations must be promptly paid to PDL and set in reduction of
               the balance of the Current Speeds Receivable;

          (b)  for the avoidance of doubt, once no amount of the Current Speeds
               Receivable remains outstanding, clause 17(a) will no longer apply
               and any Seller Group Company or Buyer Group Company which
               receives moneys from Speeds after that time in respect of amounts
               owing to it, will be entitled to retain that amount;

          (c)  the Pacific Brands Business will continue to trade with Speeds
               for so long as in its dealings with the Buyer Group Companies and
               Related Corporations, Speeds trades within 60 day credit terms;
               and

          (d)  if any person takes any action to enforce recovery of amounts
               owing from Speeds while any of the Current Speeds Receivable
               remains outstanding, the Seller Group Companies will and the
               Buyer Group Companies and their Related Corporations will each
               exercise whatever retention of title or similar rights they may
               have on the basis that any amounts recovered will be divided
               between the Buyer Group Companies and their Related Corporations
               and PDL in the proportion A:B where:

               (1)  A is the amount then owing by Speeds to the Buyer Group
                    Companies and their Related Corporations in relation to
                    trading after Completion; and

               (2)  B is the amount of Current Speeds Receivable then
                    outstanding.

                                                                         page 42

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                                                         Co-ordination agreement

SCHEDULE 1 - PARTIES

          PART 1 - SELLER GROUP COMPANIES

          1       Pacific Dunlop Limited
                  ABN 89 004 085 330
                  of level 3, 678 Victoria Street, Richmond, Victoria

          2       Textile Industrial Design and Engineering Pty Ltd
                  ABN 79 000 283 198
                  of level 3, 678 Victoria Street, Richmond, Victoria

          3       Union Knitting Mills Pty Ltd
                  ABN 38 006 752 021
                  of level 3, 678 Victoria Street, Richmond, Victoria

          4       Boydex International Pty Ltd
                  ABN 81 004 441 758
                  of level 3, 678 Victoria Street, Richmond, Victoria

          5       Foamlite (Australia) Pty Ltd
                  ABN 89 001 595 017
                  of level 3, 678 Victoria Street, Richmond, Victoria

          6       Vita Pacific Pty Ltd
                  ABN 65 004 919 171
                  of level 3, 678 Victoria Street, Richmond, Victoria

          7       Pacific Dunlop Holdings (NZ) Limited
                  WN 54807
                  of Blenheim Street, Upperhutt, New Zealand

          8       Pacific Dunlop Holdings (Europe) Ltd
                  of 119 Ewell Road, Surbiton, Surrey KT6 6AL, United Kingdom

          9       Pacific Dunlop Holdings (USA) Inc
                  of 612/1 Lakeside Drive, Suite 200, Reno, Nevada 89511,
                  United States of America

          10      PD International Pty Limited
                  of Level 3, 678 Victoria Street, Richmond, Victoria

          11      Pacific Dunlop Holdings (Singapore) Pte Ltd
                  of 6 Loy Yang Way 1, 02-02, Kim Chew Building, Singapore,
                  508704

          12      PD Holdings (Malaysia) Sdn Bhd
                  of Suite 103, 1st Floor, Wisma MBF 37C, Jalan Meldrum, 80000
                  Johor, Bahru, Johor, Malaysia

          13      PD Licensing Pty Ltd
                  ABN 67 006 599 131
                  of level 3, 678 Victoria Street, Richmond, Victoria

          14      Niblick Pty Ltd
                  ABN 80 006 049 172
                  of level 3, 678 Victoria Street, Richmond, Victoria

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                                                         Co-ordination agreement

          15      Cliburn Investments Pty Ltd]
                  ABN 69 006 298 246
                  of level 3, 678 Victoria Street, Richmond, Victoria

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

          PART 2 - BUYER GROUP COMPANIES

          1       PB Holdings NV
                  1170 Brussels, Terhulpsesteenweg 166, Belgium

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

          3       Pacific Brands Household Products Pty Ltd
                  ACN 098 742 584
                  C/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales

          4       Pacific Brands Footwear Pty Ltd
                  ACN 098 742 628
                  C/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales

          5       Pacific Brands Sport & Leisure Pty Ltd
                  ACN 098 742 708
                  C/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales

          6       Pacific Brands Clothing Pty Ltd
                  ACN 098 742 655
                  C/- Minter Ellison, 88 Phillip Street, Sydney, New South Wales

          7       Pacific Brands Holdings (NZ) Ltd
                  WN 1174050
                  C/- Minter Ellison Rudd Watts, Level 17, 125 The Terrace,
                  Wellington, New Zealand

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SCHEDULE 2 - CONSENTS

          PART A - KEY CONSENTS

          1.   Foreign Investment Review Board approval:

               (1)  a notice in writing must be issued by or on behalf of the
                    Treasurer of the Commonwealth of Australia stating that the
                    Commonwealth Government does not object to the Principal
                    Buyer and the Seller Group Companies entering into and
                    completing the Assets Agreement Australia and the Shares
                    Agreement Australia, either unconditionally or on terms
                    reasonably acceptable to the Principal Buyer and the Seller
                    Group Companies; or

               (2)  the Treasurer of the Commonwealth of Australia must become
                    precluded from making an order in respect of the acquisition
                    of the assets to be transferred under the Assets Agreement
                    Australia under the Foreign Acquisitions and Takeovers Act
                    1975(Cth).

          2.   A notice in writing consenting to the transactions contemplated
               by this agreement on terms reasonably acceptable to the Principal
               Buyer being given under the New Zealand Overseas Investment
               Regulations 1995.

          3.   The Principal Buyer entering into a binding agreement with the
               relevant banks or other financiers under which such banks or
               financiers agree to provide on Completion (subject only to such
               conditions as are acceptable to the Principal Buyer) any funds
               necessary for the Principal Buyer to purchase the Pacific Brands
               Business and receipt of such funds by the Principal Buyer under
               any such agreement.

          4.   The Principal Buyer entering into satisfactory service contracts
               with the Senior Management and the Senior Management agreeing to
               take an equity stake in the Principal Buyer.

          5.   The Principal Buyer being satisfied that at least 80% of the
               employees currently employed in the Pacific Brands Business (not
               including the employees employed in Australia whose employment is
               governed by an award) are prepared to continue to be employed on
               the same terms in the Pacific Brands Business after Completion.

          6.   The Principal Buyer being satisfied that the contractual
               arrangements with Robert Ng/PD Enterprises Limited in respect of
               those manufacturing and other services being performed by Robert
               Ng/PD Enterprises Limited for the Seller Group Companies will be
               assigned to the relevant Buyer Group Companies on Completion.

          7.   The completion deliverables specified in paragraphs (m), (n) and
               (o) of clause 4.2 of the Assets Agreement Australia being capable
               of delivery.

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          PART B - SECONDARY CONSENTS

               Australia

               Nil

               New Zealand

               Nil

               United Kingdom

               Nil

               United States of America

               Nil

               Indonesia (relating to sale of shares under the Shares Agreement
               Indonesia)

               BKPM approval

               Fiji (relating to sale of shares under the Shares Agreement Fiji)

               Reserve Bank approval
               Fiji Trade and Investment Bureau approval

               Hong Kong

               Nil

               Malaysia (relating to sale of shares under the Shares Agreement
               Malaysia)

               One of the following occurring in relation to the pre-emptive
               rights held by FACB Industries Incorporated Bernard (FACB) under
               the Joint Venture and Shareholders' Agreement Malaysia dated 6
               April 1993 between FACB, PDL and PD Holdings Malaysia Sdn Bhd
               (JVA) in relation to the shares proposed to be sold under the
               Shares Agreement Malaysia:

               (a)  FACB waiving its pre-emptive rights; or

               (b)  the period of the "Second Option" (as referred to in the
                    JVA) expiring without FACB having exercised its rights to
                    purchase the shares proposed to be sold under the Shares
                    Agreement Malaysia.

               Foreign Investment Committee (FIC) approval.

               Ministry of Trade Industry (MTI) approval.

               Bank Negara approval

                                                                         page 46

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                                                         Co-ordination agreement

SCHEDULE 3 - COMPLETION STATEMENT

PART A

See attached

                                                                         page 47

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PART B - PURCHASE PRICE AND NET AMOUNT PAYABLE

1         PURCHASE PRICE (CLAUSE 3.1)

          Fixed portion of price                            $ 200,700,000
plus      Net Assets*                                       $
less      Receivables** (A)                                 $
                                                            -------------
                                   Purchase Price (B)***    $
                                                            -------------

*As shown in Completion Statement.

**An amount equal to the Receivables as defined in the Assets Agreement
Australia.

***Not including the Earn Out Amount, which is to be calculated and paid in
accordance with schedule 9.

2         NET AMOUNT PAYABLE (CLAUSE 3.4)

          Purchase Price (B)                                $

          Receivables (A)                                   $
                                                            -------------
less      Amount paid by Buyer on Completion  under
          clauses  3.3(a) and (b)                           $ 729,600,000
                                                            -------------

               Net amount payable on Payment                $
               Date by [Buyer/Seller]
                                                            -------------

Plus      interest  on the  amount to be paid  calculated   $
          under  clause 3.4(a)
                                                            -------------
               Net amount payable on Payment                $
               Date by [Buyer/Seller], including
               interest*
                                                            -------------

                                                            -------------

*Not including the Earn Out Amount, which is to be paid in accordance with
schedule 9.

                                                                         page 48

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SCHEDULE 4 - NOTES FOR PREPARATION OF COMPLETION STATEMENT

AGREED ADJUSTMENTS

The Agreed Adjustments are as follows:

ELIMINATIONS

1    BRANDS AND INTANGIBLES

     To be eliminated on the same basis as used to derive the Bid Accounts.

2    GROSBY CHINA

     To be reclassified on the same basis as used to derive the Bid Accounts.

3    DEFERRED COSTS

     To be eliminated on the same basis as used to derive the Bid Accounts.

4    SPEEDS NET DEBTORS

     All Speeds debtors as at the Effective Time and any provisions against
     them, to be eliminated.

5    GUILFORD PROPERTY

     If necessary, eliminated to the extent that any amount is attributable to
     that property in the Completion Accounts.

6    CASH, BANK DEBTS

     All cash and bank debts to be excluded on the same basis as used to derive
     the Bid Accounts except:

          (a)  any amount of Cash in Hand as defined in the Shares Agreements as
               at the Effective Time;

     (b)  any amount of Included Cash as defined in the Assets Agreements;

     (c)  any overdraft balances existing at Completion in any companies
          transferred under the Shares Agreements and their subsidiaries.

7    RESTONIC OEI

     A 50% equity interest to be eliminated on the same basis as used to derive
     the Bid Accounts, subject always to paragraph 6(a) above, if applicable.

8    BERLEI INVESTMENTS

     Fixed amount of $89,554 to be eliminated.

ADDITIONS

9    PHILIPPINES INVESTMENTS

     To be included at $2,905,000 adjusted for the PDL Group's share of profit
     or loss since the Accounts Date.

                                                                         page 49

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                                                         Co-ordination agreement

10   PBA STAMP DUTY

     To be adjusted on the same basis as used to derive the Bid Accounts, except
     that these eliminations/additions are to be adjusted to reflect any change
     to the estimated stamp duty (as included in plant and equipment) and any
     amount of stamp duty paid.

11   BONDS SPINNING

     To be included on the same basis as used to derive the Bid Accounts.

12   GENERAL PROVISION

     The General Provision will be included as an adjustment in the same manner
     as in the Bid Accounts, except as provided under clause 5.2(c) of the
     Co-ordination Agreement, in which case, the Residual Provision will be
     included as an adjustment in that manner.

13   SUPER ACCRUAL

     To be included on the same basis as used to derive the Bid Accounts.

INTERCOMPANY

14   TRADING BALANCES

     To be eliminated on the same basis as used to derive the Bid Accounts.

15   DIVIDENDS

     To be eliminated on the same basis as used to derive the Bid Accounts.

TAXATION BALANCES

16   TAX ACCOUNTS

     To be eliminated on the same basis as used to derive the Bid Accounts.

17   SHARE SALE BALANCES

     To be included on the same basis as used to derive the Bid Accounts.

18   BUSINESS ASSETS FITB

     To be included on the same basis as used to derive the Bid Accounts.

ADDITIONAL ADJUSTMENTS

19   SIP EXCESS

     To be adjusted to eliminate any SIP Excess as defined in the Coordination
     Agreement.

20   OTHER ADJUSTMENTS

     Any other adjustment agreed between the parties, including but not limited
     to the following:

     (a)  the Accepted Liabilities described in paragraph (a)(2) of that
          definition in the Assets Agreements and the Receivables described in
          paragraph (b) of that definition in the Assets Agreements which are
          not already included in the Completion Accounts, to be added.

     (b)  FITB relating to employees of the Pacific Brands Business employed in
          New Zealand to be eliminated;

                                                                         page 50

<PAGE>

                                                         Co-ordination agreement

SCHEDULE 5 - NOTES FOR PREPARATION OF THE APPORTIONMENT STATEMENT

PART A

1    ASSETS - AUSTRALIA AND NEW ZEALAND

     The apportionment of the Purchase Price in respect of the assets to be
     transferred under the Assets Agreement Australia and the Assets Agreement
     New Zealand, will be made in accordance with clause 5.2(f), except as
     otherwise specified below:

     ASSETS                          AUSTRALIA          NEW ZEALAND
     ----------------------------------------------------------------
     Assets Leases                   $         1        $        1

     Business Records                $         1        $        1

     Contracts                       $         1        $        1

     Freehold Properties             See note 1         See note 1

     Goodwill                        See note 1         See note 1

     Included Cash                   See note 1         See note 1

     Intellectual Property Rights    $         1        $        1

     Plant and Equipment             See note 1         See note 1

     Property Leases                 $         1        $        1

     SIP Receivable                  $ 5,000,000        N/A

     Statutory Licences              $         1        $        1

     Stock                           See note 1         See note 1

     Note 1 - Freehold Properties, Goodwill, Included Cash, Plant and Equipment
     and Stock

     All of these assets will have values allocated to them in the manner
     described in clause 5.2(f).

2    RECEIVABLES - ASSETS AGREEMENT AUSTRALIA

     The current and non current receivables which are attributed to the
     Australian business under clause 5.2(f):

     (a)  will include the amount payable for the SIP Receivable under the
          Assets Agreement Australia;

     (b)  excluding the SIP Receivable, represent the Receivables (as defined in
          the Assets Agreement Australia), which are not part of the assets
          transferred under the Assets Agreement Australia. The Receivables are
          to be dealt with in accordance with clause 7.3 of the Assets Agreement
          Australia, the relevant adjustments to be calculated in accordance
          with Part B of these notes to the Completion Statement.

                                                                         page 51

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                                                         Co-ordination agreement

3    OTHER ITEMS - ASSETS AGREEMENTS

     (a)  PAYMENTS IN ADVANCE AND OUTGOINGS (CLAUSE 5.1 ASSETS AGREEMENTS)

          The prepayments and payables which are attributed to the Australian
          and New Zealand businesses respectively under clause 5.2(f), include
          the amounts payable by the Buyer and the Seller under clause 5.1 of
          the Assets Agreements.

     (b)  EMPLOYEE LEAVE BENEFITS (CLAUSE 9.6 ASSETS AGREEMENTS)

          The allowance to which the Buyer is entitled in respect of Employee
          Leave Benefits under clause 9.6 of the Assets Agreements is included
          in the current and non-current provisions and the FITB which is
          attributed to the Australian business under clause 5.2(f).

     (c)  GENERAL PROVISION

          The General Provision (as adjusted in accordance with clauses 5.2(c)
          and 10.4 of the Co-ordination Agreement) will be attributed to the
          Australian business to be transferred under the Assets Agreement
          Australia and will be included in the non-current provisions and FITB.

PART B - MISCELLANEOUS NOTES RELATING TO THE PREPARATION OF THE COMPLETION
STATEMENT

1    PACIFIC DUNLOP (HOLDINGS) HONG KONG LIMITED

     This entity will not be included in the Completion Accounts as it has not
     previously been accounted for as part of the Pacific Brands Business. It
     will be brought into the Apportionment Statement with nil additional value
     (the value of its assets, being its subsidiaries and investments, was
     included in the Bid Accounts).

                                                                         page 52

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                                                         Co-ordination agreement

SCHEDULE 6 - ACCOUNTS

                                                                         page 53

<PAGE>

                                                         Co-ordination agreement

SCHEDULE 7 - BID ACCOUNTS

                                                                         page 54

<PAGE>

                                                         Co-ordination agreement

SCHEDULE 8  - SENIOR MANAGEMENT

          Paul Moore

          Stephen Tierney

          Rick Rostolis

          Mary Keely

          Bryan Pearson

          Sue Morphet

          Neil Padoa

          Graham Boyd

          Steve Audsley

          David Jackson

          Malcolm Ford

          Tom Dalianis

                                                                         page 55

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                                                         Co-ordination agreement

SCHEDULE 9 - EARN OUT

          PART 1

          DEFINITIONS

          In this schedule, the following expressions have the following
          meanings:

          Auditors means the auditors from time to time of the Buyer, being a
          major international accounting firm.

          Budget means the Seller's budget for the Business for the period to 30
          June 2002.

          Business means the Pacific Brands Business as carried on by the Buyer
          Group Companies and their Related Corporations after the Effective
          Time.

          Buyer means the Buyer Group Companies and any of their Related
          Corporations carrying on any part of the Business after Completion
          under this agreement.

          Earn Out Period means the period from the Effective Time to 30 June
          2002.

          EBIT means, subject to paragraph 2.1, for the Earn Out Period the
          audited consolidated profit of the Buyer before interest and tax in
          relation to the Business determined in accordance with the Accounting
          Standards as applied in the preparation of the Completion Accounts,
          except that the following shall apply:

          (a)  no Excluded Costs shall be brought to account;

          (b)  "interest" shall include, without limitation, all interest and
               charges on finance leases as defined in AASB 1008 and on all
               types of financial accommodation;

          (c)  other than in the ordinary course of business, the effect of any
               acceleration of expenditure or deferral of income as compared to
               practice in the Business in the period from 1 July 2001 to
               Completion and which would otherwise have the effect of reducing
               EBIT shall be reversed;

          (d)  one off items of income and expenditure (as defined in the
               Accounting Standards) will be excluded and specifically any
               restructuring costs not reflected in the Budget (other than
               appropriate costs or amortisation of costs incurred to address
               under performance relative to Budget) to the extent that such
               costs are not recouped in the Earn Out Period and any advisers
               fees, expenses or Loss in relation to any matter arising under
               this agreement will be excluded;

          (e)  there will be no amortisation of intangible assets or deferred
               costs;

          (f)  Included Revenue will be brought to account;

          (g)  any amounts recoverable under any loss of profits insurances in
               respect of events occurring during the Earn Out Period will be
               brought to account;

          Excluded Costs means those costs, liabilities or expenses to be
          excluded from EBIT under paragraph 1.2.

                                                                         page 56

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                                                         Co-ordination agreement

          First Period EBIT means the audited consolidated profit of the Seller
          before interest and tax in relation to the Business for the period
          from 1 July 2001 to the Effective Time, as set out in the EBIT
          Statement and determined in accordance with the Agreed Accounting
          Principles, except that, for the avoidance of doubt:

          (a)  The principles set out in paragraphs (b) and (e) in the
               definition of EBIT will apply;

          (b)  Fees, expenses and costs (other than management time) associated
               with the sale of the Pacific Brands Business will be excluded;
               and

          (c)  Profits or losses referable to PDL's indirect ownership interest
               in Restonic (M) Sdn Bhd and Dunlop Slazenger (Philippines ) Inc
               will be included.

          Related Party Transaction has the meaning given in paragraph 1.2(b).

1    DURING EARN OUT PERIOD

     1.1  SELLER NOMINEE AND INFORMATION

          (a)  The Seller shall, during the Earn Out Period have the following
               specific rights the right to attend by its nominee (Seller
               Nominee) at a briefing meeting to be held in March 2002 between
               the Seller Nominee on the one hand and a nominee of the Buyer
               being the Chief Executive Officer or Chief Financial Officer of
               the Business on the other hand. The purpose of this meeting shall
               be to keep the Seller Nominee fully apprised of the current
               operations of the Buyer (including its performance against Budget
               and a review of management accounts to date) and its future
               plans.

          (b)  The Seller undertakes that it will keep any information provided
               to it under paragraph 1.1 confidential and use it only for the
               purposes of this agreement and will not otherwise use or disclose
               nor permit to be used or disclosed any such information.

     1.2  EXCLUDED COSTS

          Unless the Seller Nominee has given specific prior written approval of
          the matter concerned, all costs, liabilities and expenses suffered or
          incurred by the Buyer in carrying on the Business in relation to the
          following matters shall be excluded from the calculation of EBIT:

          (a)  any management or similar fees (other than employee or normal
               director remuneration) payable to any shareholder related
               director of the Buyer or any Related Corporation;

          (b)  transactions with a shareholder of the Buyer or a Related
               Corporation of the Buyer (Related Party Transaction), and other
               parties if and then to the extent that the cost, liability or
               expense to the Buyer based on a reasonable and customary basis of
               allocation of such cost, liability or expense is more than would
               be reasonable to expect between unrelated parties dealing on
               normal commercial terms;

                                                                         page 57

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                                                         Co-ordination agreement

          (c)  any marketing and selling expenses, administration expenses, and
               other expenses (not including freight and distribution) (Relevant
               Expense Categories) to the extent that the aggregate amount of
               expenditure for the Relevant Expense Category in the Earn Out
               Period exceeds the amount budgeted in the Budget for that period
               except an appropriate amortisation of any expenditure in excess
               of what was budgeted which was incurred to address material under
               performance relative to Budget;

          (d)  all costs, liabilities and expenses not incurred by the Buyer in
               the carrying on of the Business in the ordinary course of
               business.

     1.3  INCLUDED REVENUE

          (a)  Where a Related Party Transaction has occurred and where the
               income or benefit to the Buyer is less than would be reasonable
               to expect between unrelated parties dealing on normal commercial
               terms, the shortfall shall be brought to account for the purpose
               of determining EBIT.

          (b)  If any part of the Business is disposed of in the Earn Out
               Period, there shall be included in EBIT from the date of disposal
               the amount of EBIT budgeted for that period for that disposed
               part of the Business in the Budget.

     1.4  DETERMINATION

          Any dispute between the parties as to the amount of any benefit,
          income, expense, cost or liability which is to be treated as Included
          Revenue or Excluded Cost under this paragraph 1 shall be determined on
          a reference by either the Buyer or the Seller by the Valuer and the
          provisions of paragraph 3.3 shall apply to such determination.

     1.5  COVENANTS BY BUYER

          Unless the Seller has given specific prior written approval of the
          matter concerned, the Buyer must ensure that throughout the Earn Out
          Period:

          (a)  funds managed by CVC Asia Pacific Limited and Catalyst Investment
               Managers Pty Limited and executive management of the Pacific
               Brands Business between them remain beneficially entitled
               directly or indirectly to at least 60 per cent of the issued
               share capital of the Buyer;

          (b)  the Buyer maintains insurance on terms usual in relation to a
               business of the nature of the Business over its assets and
               undertaking.

          In the event of a breach of paragraph 1.5(b), there shall be taken
          into account for the purposes of determining EBIT any reduction in
          revenue or increase in costs resulting from such breach.

                                                                         page 58

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                                                         Co-ordination agreement

2    EARLY TERMINATION OF EARN OUT PERIOD

     2.1  EARLY TERMINATION

          If there is a breach of paragraph 1.5(a), EBIT will be calculated as
          though the Earn Out Period ended at the first month end after the
          breach, grossed up by the earnings before interest and tax that would
          be derived if the Business performed to Budget from that month end to
          30 June 2002.

     2.2  EARLY PAYMENT

          The Buyer may at any time during the Earn Out Period fully discharge
          all its obligations under this schedule by paying the Seller
          $10,000,000 by bank cheque.

3    EARN OUT CALCULATION

     3.1  REVIEW BY SELLER'S ACCOUNTANT

          (a)  The Buyer must procure that the Seller's Accountant is given full
               access to the employees of the Buyer, to the Auditors and to all
               books and records of the Buyer reasonably required to enable the
               Seller's Accountant to review:

               (1)  the consolidated audited accounts produced for the Buyer for
                    the Earn Out Period; and

               (2)  the EBIT Certificate (as defined in paragraph 4.2) for each
                    that period.

          (b)  The Buyer must use all reasonable endeavours to ensure that the
               Seller's Accountant is given access, for the purpose described in
               paragraph 3.1(a), to the Auditors' relevant working papers.

     3.2  ATTEMPT TO RESOLVE

          (a)  If the Seller disputes the content of the EBIT Certificate then
               it may within 30 Business Days of receiving a copy of the EBIT
               Certificate from the Buyer refer the matter to the Valuer for
               determination under paragraph 3.3.

          (b)  If no referral is made by the Seller under paragraph 3.2(a)
               within the period referred to in paragraph 3.2(a) the value
               determined by the Auditors shall be final and binding on the
               parties.

     3.3  VALUER

          The provisions of paragraph 4.2 of this agreement shall apply, with
          the necessary changes, to disputes in relation to the EBIT
          Certificate.

                                                                         page 59

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                                                         Co-ordination agreement

4    EARN OUT

     4.1  EARN OUT AMOUNTS

          (a)  The Buyer and Seller agree that part of the Purchase Price is to
               be determined by reference to the consolidated performance of the
               Business during the Earn Out Period.

          (b)  An additional amount of Purchase Price will be payable if
               paragraph 2 applies and also in the circumstances set out in
               clauses 4.1(c).

          (c)  An additional amount of Purchase Price will be payable (Earn Out
               Amount) as follows:

               (1)  if the aggregate of the First Period EBIT and the EBIT over
                    the Earn Out Period is less than or equal to $115,000,000
                    the Earn Out Amount will be nil;

               (2)  if the aggregate of the First Period EBIT and the EBIT over
                    the Earn Out Period is between $115,000,000 and
                    $120,000,000, the Earn Out Amount will be $2 for each $1 of
                    aggregate of First Period EBIT and EBIT above $115,000,000;
                    or

               (3)  if the aggregate of the First Period EBIT and the EBIT over
                    the Earn Out Period is $120,000,000 or more, the Earn Out
                    Amount will be $10,000,000.

     4.2  DETERMINATION OF EARN OUT AMOUNT

          (a)  The Buyer must procure that the Auditors provide to the Seller
               and the Seller's Accountant within three months after the end of
               the Earn Out Period:

               (1)  a consolidated audited profit and loss account for the Buyer
                    and a consolidated audited balance sheet of the Buyer as at
                    the last day of Earn Out Period; and

               (2)  a certificate of EBIT for the Earn Out Period (EBIT
                    Certificate).

          (b)  In preparing the EBIT Certificate the Auditor must apply all
               relevant provisions of this agreement.

     4.3  PAYMENT OF EARN OUT AMOUNT

          (a)  The Buyer must pay the Earn Out Amount to the Seller by bank
               cheque on the later of 30 November 2002 and the day which is 5
               Business Days after final determination of the Earn Out Amount
               pursuant to paragraph 3.

          (b)  If the Buyer exercises or purports to exercise any right of set
               off or counterclaim on any account whatsoever against the amount
               of the Earn Out Amount otherwise payable and the set off or
               counterclaim is not ultimately determined wholly or in part in
               the Buyer's favour then, to the extent it is not determined in
               the Buyer's favour, interest on that amount shall be payable at
               the Interest Rate plus 2 percent from the due date for

                                                                         page 60

<PAGE>

                                                         Co-ordination agreement

               payment to the date of actual payment (both dates inclusive)
               calculated on daily rests.

                                                                         page 61

<PAGE>

                                                         Co-ordination agreement

EXECUTED AS AN AGREEMENT:

Signed for
Pacific Dunlop Limited
by its attorney in
the presence of:

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

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

Signed for
Bonds Industries Pty Ltd
by its attorney in
the presence of:

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


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

Signed for
Textile Industrial Design
and Engineering Pty Ltd
by its attorney in
the presence of:

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


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

                                                                         page 62

<PAGE>

                                                         Co-ordination agreement

Signed for
Union Knitting Mills Pty Ltd
by its attorney in
the presence of:

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


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

Signed for
Boydex International Pty Ltd
by its attorney in
the presence of:

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


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

Signed for
Foamlite (Australia) Pty Ltd
by its attorney in
the presence of:

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


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

Signed for
Vita Pacific Pty Ltd
by its attorney in
the presence of:

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


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

                                                                         page 63

<PAGE>

                                                         Co-ordination agreement

Signed for
Pacific Dunlop Holdings (NZ) Limited
by its attorney in
the presence of:

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


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

Signed for
Pacific Dunlop Holdings (Europe) Ltd
by its attorney in
the presence of:

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


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

Signed for
Pacific Dunlop Holdings (USA) Inc
by its attorney in
the presence of:

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


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

Signed for
PD International Pty Ltd
by its attorney in
the presence of:

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


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

                                                                         page 64

<PAGE>

                                                         Co-ordination agreement

Signed for
Pacific Dunlop Holdings (Singapore) Pte Ltd
by its attorney in
the presence of:

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


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

Signed for
PD Holdings (Malaysia) Sdn Bhd
by its attorney in
the presence of:

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


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

Signed for
PD Licensing Pty Ltd
by its attorney in
the presence of:

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


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

Signed for
Niblick Pty Ltd
by its attorney in
the presence of:

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


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

                                                                         page 65

<PAGE>

                                                         Co-ordination agreement

Signed for
Cliburn Investments Pty Ltd
by its attorney in
the presence of:

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


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

Signed for
PD Shared Services Holdings Pty Ltd
by its attorney in
the presence of:

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


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

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

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


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

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


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

                                                                         page 66

<PAGE>

                                                         Co-ordination agreement

Signed sealed and delivered by
Pacific Brands Clothing Pty Ltd
in the presence of:

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


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

Signed sealed and delivered by
Pacific Brands Household Products Pty Ltd
in the presence of:

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


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

Signed sealed and delivered by
Pacific Brands Footwear Pty Ltd
in the presence of:

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


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

Signed sealed and delivered by
Pacific Brands Sport & Leisure Pty Ltd
in the presence of:

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


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

                                                                         page 67

<PAGE>

                                                         Co-ordination agreement

Signed sealed and delivered by
Pacific Brands Clothing Pty Ltd
in the presence of:

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


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

Signed sealed and delivered by
Pacific Brands Holdings (NZ) Pty Ltd
in the presence of:

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


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

                                                                         page 68

<PAGE>

                                                         Co-ordination agreement

ANNEXURE A - ITO SERVICES AGREEMENT

                                                                         page 69

<PAGE>

                                                         Co-ordination agreement

ANNEXURE B - TAX INDEMNITY DEED

                                                                         page 70

<PAGE>

                                                         Co-ordination agreement

ANNEXURE C - DATA ROOM

                                                                         page 71