<PAGE>

                                                                     EXHIBIT 4.3

SALE OF BUSINESS AGREEMENT

Pacific Dunlop Limited

Pacific Dunlop Holdings (NZ) Limited

PD Licensing Pty Ltd

Pacific Brands Holdings (NZ) Ltd

and

PB Holdings NV

[LOGO OF FREEHILLS]

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

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

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

Reference NJW:BAE

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TABLE OF CONTENTS
Clause                                                                   Page

1        Definitions and interpretation                                     1

         1.1      Definitions                                               1
         1.2      Interpretation                                            9
         1.3      Business Day                                              9
         1.4      The Seller                                               10
         1.5      Conflict                                                 10

2        Sale and purchase                                                 10

         1.1      Sale of Business Assets                                  10
         2.2      Excluded Assets                                          10

3        Purchase Price                                                    10

         3.1      Purchase Price                                           10
         3.2      Apportionment                                            11
         3.3      Payments at Completion                                   11
         3.4      Final payment                                            11

4        Completion                                                        11

         4.1      Date for Completion                                      11
         4.2      Delivery of documents executed by Seller                 11
         4.3      Delivery of documents executed by third parties          13
         4.4      Delivery of Business Records and documents of title      13
         4.5      Buyer's obligations at Completion                        14
         4.6      Title                                                    14
         4.7      Effective Time                                           14
         4.8      Interdependency                                          14
         4.9      Seller obligations post Completion - Intellectual
                  Property Rights                                          14

5        Payments in advance and outgoings                                 15

         1.1      Advance payments                                         15
         5.2      Outgoings                                                15
         5.3      Quantification                                           15

6        Liabilities                                                       16

         1.1      Seller's responsibility - Liabilities                    16
         6.2      Quotations, tenders and orders                           16
         6.3      Buyer's responsibility - Accepted Liabilities            16
         6.4      Reimbursement to Seller                                  16
         6.5      Indemnity                                                16
         6.6      Management of Accepted Claims                            16

7        Receivables                                                       17

         7.1      Assignment                                               17

                                                                          page 1

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                                                           Sale of Business Agmt

         7.2      Accounting for Receivables                               17
         7.3      Other debts owed to Seller                               17

8        Contracts, Assets Leases, Property Leases                         17

         1.1      Transfer of Contracts, Assets Leases and
                  Property Leases                                          17
         8.2      Obligations pending transfer                             18
         8.3      Indemnities                                              18
         8.4      Use or occupation pending transfer                       18
         8.5      Failure to transfer                                      19
         8.6      Letters of Credit                                        19

9        Employees                                                         19

         9.1      Offer of employment by Buyer                             19
         9.2      Employment terms and conditions                          19
         9.3      Best endeavours                                          20
         9.4      Termination by Seller                                    20
         9.5      Payment and indemnity by Buyer for
                  Employment Benefits                                      20
         9.6      Allowance for Employee Leave Benefits                    20
         9.7      Restriction                                              21
         9.8      Indemnity by Seller                                      21
         9.9      Accident insurance arrangements                          21

10       Superannuation                                                    21

         10.1     Buyer arrangements                                       21
         10.2     Buyer's Fund from Transfer Date                          22
         10.3     Documentation of election                                22
         10.4     Parties to use reasonable endeavours                     22
         10.5     Information                                              23
         10.6     Accrued Benefit Values                                   23
         10.7     Acknowledgment                                           24
         10.8     Timing                                                   25
         10.9     Indemnity                                                25
         10.10    Statement of intention                                   26

11       Release of guarantees                                             26


12       Period before Completion                                          26

         12.1     Carrying on Business                                     26
         12.2     Access                                                   27
         12.3     Certain Freehold Property                                27

13       After Completion                                                  28

         13.1     Supply of after-sales service                            28
         13.2     Reconciliation for returned goods                        28
         13.3     Supplier's Warranties                                    28
         13.4     Access by Seller                                         28
         13.5     Access to Excluded Records by Buyer                      29
         13.6     Tax returns                                              29

                                                                          page 2

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                                                           Sale of Business Agmt

         13.7     Land - Servitor Productions Limited                      29

14       Competition                                                       29

         14.1     Undertaking                                              29
         14.2     Acquisition of interests in competing businesses         30
         14.3     Exclusion from restraint                                 30
         14.4     Related Corporations                                     30
         14.5     Severability                                             30

15       Warranties                                                        31


16       Limitation of liability                                           31

         16.1     Co-ordination Agreement                                  31
         16.2     Specific exclusions - Freehold Properties                31
         16.3     Property Covenants                                       32

17       GST                                                               32

         17.1     Supply of a going concern                                32
         17.2     Taxable Supply                                           32

18       Guarantee and indemnity - Seller                                  33

         18.1     Guarantee                                                33
         18.2     Indemnity                                                33
         18.3     Extent of guarantee and indemnity                        33
         18.4     Continuing guarantee and indemnity                       33
         18.5     Warranties of the Guarantor                              33
         18.6     Rights                                                   34

19       Guarantee and indemnity - Buyer                                   34

         19.1     Guarantee                                                34
         19.2     Indemnity                                                34
         19.3     Extent of guarantee and indemnity                        34
         19.4     Continuing guarantee and indemnity                       35
         19.5     Warranties of the Guarantor                              35
         19.6     Rights                                                   35

Schedule 1 - Warranties                                                    36

                                                                          page 3

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                                                           Sale of Business Agmt

1        Buyer authorised                                                  36

2        Power to buy                                                      36

3        No legal impediment                                               36

4        No liquidation or winding-up                                      36

5        No petition                                                       36

6        No writ of execution                                              36

7        No receiver or administrator                                      37

8        Buyer's knowledge                                                 37

9        GST Registered                                                    37

1        Authorities                                                       38

         1.1      Seller authorised                                        38
         1.2      Power to sell                                            38
         1.3      No legal impediment                                      38
         1.4      Corporate power                                          38

2        Compliance with law                                               38

         2.1      Compliance with law                                      38
         2.2      Authorisations                                           38

3        Position since 30 June 2001                                       39

         3.1      Post Accounts Date                                       39
         3.2      Suppliers / Customers                                    39

4        Tangible Assets                                                   40

         4.1      Title to assets                                          40
         4.2      Assets not owned                                         40
         4.3      Plant and Equipment                                      40

5        Encumbrances                                                      40

         5.1      Ownership of Business Assets                             40
         5.2      Discharges by Completion                                 40
         5.3      Business Assets used in Business                         41

6        Intellectual Property Rights                                      41

         6.1      Scope                                                    41
         6.2      Ownership and use                                        41

                                                                          page 4

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                                                           Sale of Business Agmt

         6.3      No third party rights                                    41
         6.4      No infringement                                          41
         6.5      Disputes                                                 41
         6.6      Assignments                                              41
         6.7      Royalties/fees                                           42

7        Assets Leases                                                     42

         7.1      Nature                                                   42
         7.2      No default                                               42
         7.3      Validity                                                 42
         7.4      Assets Leases used in the Business                       42

8        Contracts                                                         42

         8.1      Nature of Contracts                                      42
         8.2      No default                                               43
         8.3      Foreign Currency                                         43
         8.4      Copies of Contracts                                      43

9        Properties and Freehold  Properties                               43

         9.1      Interests                                                43
         9.2      Occupation and Use                                       43
         9.3      No Breach                                                43
         9.4      No Notices                                               44
         9.5      Property details                                         44
         9.6      Property disclosure                                      44
         9.7      Disputes                                                 44
         9.8      Freehold Property - specific warranties                  44
         9.9      Property Lease disclosure                                45
         9.10     Termination notice                                       45
         9.11     Assignment                                               45

10       Offers outstanding                                                45


11       Memberships                                                       45


12       Employees                                                         45

         12.1     List of Employees complete                               45
         12.2     Incentive schemes                                        45
         12.3     Service agreements                                       46
         12.4     Management agreements                                    46
         12.5     Disputes                                                 46
         12.6     Compliance                                               46
         12.7     Disclosure                                               46

13       Superannuation                                                    46

         13.1     List of superannuation schemes complete                  46
         13.2     Governing Rules of Seller's Fund                         46
         13.3     Funding                                                  46

                                                                          page 5

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                                                           Sale of Business Agmt

         13.4     Accrued Benefit Values                                   46
         13.5     Compliance of Fund                                       47
         13.6     Compliance of Seller                                     47
         13.7     Conditions                                               47
         13.8     Records                                                  47
         13.9     Claims                                                   47

14       Litigation                                                        47

         14.1     Not a party to any litigation                            47
         14.2     No circumstances                                         47

15       [Not used]                                                        47

16       Solvency                                                          48

         16.1     No liquidation or winding-up                             48
         16.2     No petition                                              48
         16.3     No writ of execution                                     48
         16.4     No receiver or administrator                             48
         16.5     Payment of debts                                         48

17       Insurance                                                         48

         17.1     Policies                                                 48
         17.2     Notice                                                   48

18       Information                                                       48

         18.1     Written Information                                      48
         18.2     Accuracy                                                 49

19       Business Records                                                  49

20       Seller's knowledge                                                49

21       Duties                                                            49

22       Trade Practices                                                   49

23       Liability under asset and other sale agreements                   49

Schedule 2 - Disclosure Schedule                                           50

Schedule 3 - Employees                                                     51

Schedule 4 - Intellectual Property Rights                                  52

Schedule 5 - Contracts and Assets Leases                                   56

Schedule 6 - Statutory Licences                                            60

Schedule 7 - Leased Properties                                             61

Schedule 8 - Plant and Equipment                                           62

                                                                          page 6

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                                                           Sale of Business Agmt

Schedule 9 - Letters of Credit                                             65

Schedule 10 - Freehold Properties                                          66

Schedule 11 - Accepted Liabilities                                         67

Schedule 12 - Guarantees                                                   68

Schedule 13 - Seller's Fund                                                69

Annexure A - Assignment of Trademarks

Annexure B - Assignment of Contracts and Asset Leases                       2

Annexure C - Assignment of Property Leases

Annexure D  - Deed of Adherence

                                                                          page 7

<PAGE>

                                                           Sale of Business Agmt

THIS BUSINESS SALE AGREEMENT

          is made on                         2001 between the following parties:

          1.   Pacific Dunlop Limited
               ABN 89 004 085 330
               of Level 3, 678 Victoria Street, Richmond, Victoria, Australia
               (Guarantor)

          2.   Pacific Dunlop Holdings (NZ) Limited
               WN 54807
               of Blenheim Street, Upper Hutt, New Zealand

          3.   PD Licensing Pty Ltd
               ABN 67 006 599 131
               of Level 3, 678 Victoria Street, Richmond, Victoria, Australia

          4.   Pacific Brands Holdings (NZ) Ltd
               WN 1174050
               of c/- Minter Ellison Rudd Watts, Level 17, 125 The Terrace,
               Wellington, New Zealand
               (Buyer)

          5.   PB Holdings NV
               of 1170 Brussells, Terhulpsesteenweg 166
               (Buyer Guarantor)

RECITALS

          A.   The Seller is the owner of the Business Assets.

          B.   The Seller has agreed to sell and the Buyer has agreed to buy the
               Business Assets.

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

          D.   The Buyer Guarantor agrees to guarantee the performance by the
               Buyer of its obligations pursuant to this agreement.

THE PARTIES AGREE

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

1   DEFINITIONS AND INTERPRETATION

    1.1   DEFINITIONS

          In this agreement:

          Accepted Claims has the meaning given in clause 6.3;

          Accepted Liabilities means:

                                                                          page 1

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                                                           Sale of Business Agmt

          (a)  those trade and other Liabilities arising in relation to the
               ownership of the Business Assets or operation of the Business
               before the Effective Time:

               (1)  and which are provided for in the Completion Statement,
                    including but not limited to any Intra Group Liability;

               (2)  which constitute the amount of any payment to a trade
                    creditor of the Seller the subject of an unpresented cheque
                    of the Seller as at the Effective Time (not including any
                    Inter Group Liability), provided that the relevant cheque
                    account is assumed by the Buyer; and

          (b)  the Liabilities as described in schedule 11,

          but excluding the Liability assumed by the Buyer pursuant to clause
          9.6 and any Inter Group Liability;

          Accrued Benefit Value means, in relation to an Existing Member, the
          amount determined by the trustees of the Seller's Fund to be the
          aggregate of the amounts standing to the credit of the Existing
          Member's Member Number 1 and Member Number 2 Accounts in the Seller's
          Fund as at the Completion Date adjusted with interest or earnings in
          accordance with the Governing Rules of the Seller's Fund and further
          adjusted if permitted in terms of the trust deed of the Seller's Fund
          to take account of the Existing Member's share of earnings and gains
          and amounts payable to the Seller's Fund and losses and liabilities of
          and amounts payable from the Seller's Fund in respect of the period
          from the Completion Date to the date the Accrued Benefit Value is paid
          to the Buyer's Fund or in the case of a Member who does not transfer
          to the Buyer's Fund such Termination Benefit as the trustees of the
          Seller's Fund determine to be the Member's benefit entitlement as at
          the date the Member ceases to be employed by the Seller;

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

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

          Assets Leases means all leases, hire purchase agreements, conditional
          purchase agreements and other hiring arrangements to which the Seller
          is party in relation to assets used in the Business including, but not
          limited to, those listed in part 2 of schedule 5 and any leases,
          agreements or arrangements entered into by the Seller between the date
          of this agreement and the Effective Time, but excludes the Property
          Leases;

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

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

          Business means the business carried on by the Seller in New Zealand
          comprising the manufacture, marketing, sale and distribution of:

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

                                                                          page 2

<PAGE>

                                                           Sale of Business Agmt

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

          (c)  footwear; and

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

          Business Assets means the following assets:

          (a)  the Assets Leases;

          (b)  the Business Records;

          (c)  the Contracts;

          (d)  the Freehold Properties;

          (e)  the Goodwill;

          (f)  the Included Cash;

          (g)  the Intellectual Property Rights;

          (h)  the Plant and Equipment;

          (i)  the Property Leases;

          (j)  the Receivables;

          (k)  the Statutory Licences; and

          (l)  the Stock,

          and any asset right or future economic benefit used in or relating to,
          exclusively, the Business, but excludes the Excluded Assets;

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

          Business Records means, to the extent relating to the Business, the
          Seller's customer lists and supplier lists, records of the
          Intellectual Property Rights, Assets Leases, Contracts, Receivables,
          Statutory Licences and Property Leases, records of Accepted
          Liabilities and records of Transferring Employees and of their
          Employment Benefits;

          Buyer's Fund means the Buyer's superannuation fund established or
          nominated by the Buyer for the purpose of clause 10;

          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, the Business or any of the Business Assets;

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

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

          Completion Statement means the statement to be prepared in relation to
          the Business as at the Effective Time pursuant to the Co-ordination
          Agreement;

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

                                                                          page 3

<PAGE>

                                                           Sale of Business Agmt

          Contracts means the agreements (including for the avoidance of doubt
          Intellectual Property Licences) to which the Seller is a party to the
          extent they relate to the Business and which are, wholly or partly,
          executory as at the Effective Time, including, but not limited to,
          those listed in part 1 of schedule 5, but excludes:

          (a)  the Assets Leases;

          (b)  the Property Leases; and

          (c)  any agreements to the extent they relate to Excluded Assets or
               Liabilities which are not Accepted Liabilities or which are not
               otherwise assumed by the Buyer under this agreement;

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

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

          Disclosure Schedule means schedule 2 to this agreement which contains
          disclosures in relation to the Seller's Warranties;

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

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

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

          Employees means an employee of the Seller listed in schedule 3 who is
          still employed in the Business as at the Completion Date and any
          person who becomes an employee of the Seller in relation to the
          Business between the date of this agreement and Completion;

          Employee Leave Benefits means annual leave, leave loading, sick leave
          and long service leave;

          Employment Benefits means Employee Leave Benefits and all wages,
          salary, remuneration, compensation and other benefits payable to the
          Employees by the Seller;

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

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

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

          Excluded Assets means the following assets of the Seller used in or
          arising out of the Business:

          (a)  all cash including cash at hand or at bank, except for the
               Included Cash;

                                                                          page 4

<PAGE>

                                                           Sale of Business Agmt

          (b)  any amounts other than Receivables receivable by the Seller at
               any time in relation to ownership of the Business Assets before
               Completion including, but not limited to, in respect of any
               insurance claim;

          (c)  the Inter Group Receivables;

          (d)  the Excluded Records;

          (e)  rights to the Licensed Trade Marks as defined in the Trade Mark
               Relationship Agreement and rights to the names Pacific Dunlop,
               Dunlop and Olympic and any names likely to be confused with those
               names;

          (f)  the benefit of any insurances held by the Seller or any Related
               Corporation of the Seller;

          (g)  any shares or other securities in any body corporate;

          (h)  the Foreign Exchange Contracts; and

          (i)  goods and service sourcing contracts which apply, as well as to
               the Business, to other divisions and subsidiaries of Pacific
               Dunlop Limited;

          Excluded Records means those Business Records which the Seller is
          required by law to retain;

          Existing Member means a Transferring Employee who is a member of the
          Seller's Fund on the date immediately before the Completion Date;

          Foreign Exchange Contracts means all foreign exchange hedging
          contracts entered by the Seller which relate exclusively to the
          Business which remain current as at Completion, details of which will
          be provided to the Buyer at Completion;

          Freehold Properties means the land more particularly described in
          schedule 10;

          Goodwill means the Seller's goodwill relating exclusively to the
          Business;

          Governing Rules means, in relation to a superannuation fund, the trust
          deed, rules and other documents governing that fund;

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

          GST includes any replacement or subsequent similar tax;

          GST Act means the Goods and Services Tax Act 1985;

          Guarantees means the guarantees and other letters of comfort and
          commitments of financial support given by the Seller and its Related
          Corporations in relation to the Business which remain in force at the
          date of this agreement, including but not limited to those listed in
          schedule 12;

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

          Immediately Available Funds means cash or bank cheque;

          Included Cash means any cash of the Seller at the Effective Time,
          which is located at the Properties or in bank accounts assumed by the
          Buyer which is identified in the Completion Statement;

                                                                          page 5

<PAGE>

                                                           Sale of Business Agmt

          Intellectual Property Licences means all agreements under which the
          Seller has the right to use, but not ownership of, intellectual
          property used in connection with the Business details of which are set
          out in part 2 of schedule 4;

          Intellectual Property Rights means the rights and interests of the
          Seller to the extent they relate to the Business in all patents,
          utility models, copyrights, registered or unregistered trademarks or
          service marks, trade names, know-how, brand names, registered designs
          and any applications for any of the above, including but not limited
          to the Intellectual Property Licences and the other rights listed in
          schedule 4;

          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;

          Inter Group Debts means any amount owing (including, but not limited
          to, trade accounts payable and receivable):

          (a)  by a Seller in its capacity as an entity carrying on part of the
               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) (Inter Group Liability);

          (b)  by a member of the PDL Group (except in its capacity as an entity
               carrying on any part of the Pacific Brands Business) to a Seller
               in its capacity as an entity carrying on part of the Business
               (Inter Group Receivable);

          Inter Group Liability has the meaning given in paragraph (a) of the
          definition of Inter Group Debts;

          Inter Group Receivable has the meaning given in paragraph (b) of the
          definition of Inter Group Debts;

          Intra Group Debts means any amount owing (including, but not limited
          to, trade accounts payable and receivable):

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

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

          Intra Group Liability has the meaning given in paragraph (a) of the
          definition of Intra Group Debts;

          Intra Group Receivable has the meaning given in paragraph (b) of the
          definition of Intra Group Debts;

          Leased Properties means the property the subject of the Property
          Leases, as described in schedule 7;

          Letters of Credit means such letters of credit procured by the Seller
          in respect of the purchase of stock-in-trade or plant and equipment in
          the Business and which are outstanding as at the Effective Time, as
          are listed in schedule 9;

                                                                          page 6

<PAGE>

                                                           Sale of Business Agmt

          Liabilities means all accrued liabilities of the Seller in respect of
          the Business as at the Effective Time;

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

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

          Novated Leases means the leases of motor vehicles used by Employees
          listed in part 2 of schedule 8;

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

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

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

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

          Plant and Equipment means the plant (including plant under
          construction), equipment, machinery, tools, furniture, fittings, spare
          parts, leasehold improvements and motor vehicles owned by the Seller
          as at the Effective Time and used exclusively in the Business
          including, without limitation, those listed in part 1 of schedule 8;

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

          Properties means the Leased Properties and the Freehold Properties;

          Property Leases means the leases of real property listed in schedule
          7;

          Purchase Price means Purchase Price payable for the Business Assets
          calculated under clause 3;

          Receivables means the trade debts and any other debts or amounts owing
          acquired in carrying on the Business owed to the Seller at the
          Effective Time, including, but not limited to:

          (a)  any Intra Group Receivable; and

          (b)  the amount of any trade or other debt for which a payment has
               been received by the Seller but not credited to the Seller's bank
               accounts at the Effective Time, provided that the relevant cheque
               account is assumed by the Buyer,

          but not including any Inter Group Receivable;

          Related Corporation means a "related company" as that expression is
          defined in the Companies Act of New Zealand 1993;

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

          Seller's Fund means the Seller's superannuation fund, details of which
          are set out in schedule 13;

                                                                          page 7

<PAGE>

                                                           Sale of Business Agmt

          Statutory Licences means all licences, consents, rights, permits and
          certificates owned by the Seller relating to any aspect of the
          Business issued by any governmental or regulatory authority or
          otherwise necessary for the operation of any of the Business Assets
          including but not limited to these items described in schedule 6;

          Stock means the stock of the Business owned by the Seller 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;

          Tangible Assets means the assets leased or hired under the Assets
          Leases, the Plant and Equipment and the Stock;

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

          Tax Invoice includes any document or record treated by the
          Commissioner of Inland Revenue as a tax invoice or as enabling the
          claiming of an input tax credit for which an entitlement otherwise
          arises;

          Tax Law means any law of a New Zealand parliament relating to Tax;

          Termination Benefit means, in relation to an Employee, the benefit due
          to the Employee under the Governing Rules of the Seller's Fund upon
          the termination of the Employee's employment with the Seller;

          Trade Mark Relationship Agreement means the agreement annexed as
          Annexure E to the Business Sale Agreement made between, among others,
          Pacific Dunlop Limited and Pacific Brands Holdings Pty Ltd on the same
          day as this agreement in relation to the Pacific Brands business
          carried on in Australia;

          Transfer Date means the date which is 120 days after Completion or any
          other date agreed by the Buyer and the Seller;

          Transferring Employee means an Employee who accepts the Buyer's offer
          of employment under clause 9.1;

          Transferring Member means a Transferring Employee who accepts the
          Buyer's offer, made in accordance with clause 10, to transfer their
          Accrued Benefit Value to the Buyer's Fund;

          Transfers means the transfers of land to be delivered by the Seller
          pursuant to clause 4.2;

          Transitional Arrangement has the meaning ascribed to that term in
          clause 10.4(b);

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

          Warranties means in relation to the Buyer the representations and
          warranties in part A of schedule 1 and in relation to the Seller the
          representations and warranties in part B of schedule 1.

                                                                          page 8

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                                                           Sale of Business Agmt

    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 requires otherwise:

          (a)  terms defined in the GST Act and not otherwise defined in this
               agreement have the same meaning in this agreement unless provided
               otherwise;

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

          (c)  words importing a gender include any gender;

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

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

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

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

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

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

          (j)  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;

          (k)  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;

          (l)  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; and

          (m)  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 undertaking or obligation.

    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.

                                                                          page 9

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                                                           Sale of Business Agmt

    1.4   THE SELLER

          (a)  In this agreement, a reference to the Seller is a separate
               reference to each of Pacific Dunlop Limited ABN 89 004 085 330,
               Pacific Dunlop Holdings (NZ) Limited WN 54087 and PD Licensing
               Pty Ltd ABN 67 006 599 131, to the extent that, in the context of
               the reference, an entity so named holds rights or obligations in
               relation to the Business generally or owns a Business Asset.

          (b)  In circumstances where a member of the PDL Group owns a Business
               Asset but that member is not expressly named as a Seller, the
               Guarantor must procure that any such member complies with any
               obligation under this agreement relating to that Business Asset.

    1.5   Conflict

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

2   SALE AND PURCHASE

    2.1   SALE OF BUSINESS ASSETS

          Subject to the satisfaction or waiver of the Conditions in accordance
          with the Co-ordination Agreement, on Completion the Seller will sell
          and the Buyer will buy the Business Assets free of Encumbrances for
          the Purchase Price and the Buyer will assume the Accepted Liabilities.

    2.2   EXCLUDED ASSETS

          (a)  The Excluded Assets are excluded from the sale of the Business.

          (b)  To the extent that any cash which is an Excluded Asset passes to
               the possession of the Buyer at Completion (which for the
               avoidance of doubt is not Included Cash), the Buyer will refund
               that cash to the Seller immediately it becomes aware of such cash
               or on demand by the Seller.

3   PURCHASE PRICE

    3.1   PURCHASE PRICE

          (a)  The Purchase Price is the total value of the Business Assets:

               (1)  less the total value of the Accepted Liabilities (which, for
                    the avoidance of doubt, does not include the value of the
                    item described in clause 3.1(a)(4));

               (2)  less the allowance referred to in clause 9.6 (Employee Leave
                    Benefits);

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                                                           Sale of Business Agmt

               (3)  plus or minus any adjustments under clause 5.1 in respect of
                    advance payments and outgoings; and

               (4)  less that portion of the Restructuring Provision applicable
                    to New Zealand net of future income tax benefit calculated
                    at the rate of 30%,

               reflected in the Apportionment Statement derived from the
               Completion Statement.

          (b)  The Purchase Price is payable in accordance with clauses 3.3 and
               3.4.

    3.2   APPORTIONMENT

          (a)  The Purchase Price will be allocated and apportioned between the
               Business Assets in the manner described in the Co-ordination
               Agreement.

          (b)  The Accepted Liabilities are valued as per the valuation pursuant
               to the Completion Statement.

    3.3   PAYMENTS AT COMPLETION

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

    3.4   FINAL PAYMENT

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

4   COMPLETION

    4.1   DATE FOR COMPLETION

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

    4.2   DELIVERY OF DOCUMENTS EXECUTED BY SELLER

          At Completion the Seller must give the Buyer the following documents
          executed by the Seller or its Related Corporations or registered owner
          or lessee (as the case requires):

          (a)  assignments or novations of those Assets Leases, Contracts and
               Property Leases which have been transferred to the Buyer before
               Completion in accordance with clause 8.1;

          (b)  as many transfer of ownership and registration forms for motor
               vehicles leased or hired under the Assets Leases or included in
               the Plant and Equipment as have been assembled as at Completion
               it being agreed by the parties that any costs associated with
               transferring such motor vehicles after

                                                                         page 11

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                                                           Sale of Business Agmt

               Completion including, without limitation, costs associated with
               obtaining certificates of fitness, will be solely to the account
               of the Buyer;

          (c)  evidence of the transfer of as many Statutory Licences as have
               been transferred to the Buyer as at Completion and of such
               necessary consents to such transfers as have been obtained or of
               the lodgement of appropriate transfer documentation with the
               relevant authority;

          (d)  certificates for those registered trade marks, granted patents
               and registered designs included in the Intellectual Property
               Rights which are in the Seller's possession as at Completion;

          (e)  assignments of the trademarks included in the Intellectual
               Property Rights which are registered in New Zealand, in the form
               annexed as Annexure A;

          (f)  subject to any lease and the provisions of this agreement, vacant
               possession of the Freehold Properties;

          (g)  properly executed transfers of the freehold property situated at:

               (1)  666 Tremaine Avenue, Palmerston North, Wellington
                    (Wellington Property);

               (2)  83-87 Harris Road, East Tamaki, Auckland (Harris Road
                    Property); and

               (3)  5-7 and 9-11 Greenmount Drive, East Tamaki, Auckland
                    (Greenmount Drive Property)(the transfers for the Greenmount
                    Drive Property will be executed by Pacific Dunlop Holdings
                    (NZ) Limited), together with:

                    (A)  the dealing number (Wellington Dealing) of the combined
                         Declaration of Correction of Company Name/Declaration
                         of Loss/Application for Correction of Name and New
                         Certificate of Title in a form agreed with the Buyer
                         and lodged by the Seller at the Wellington District
                         Land Registry prior to Completion in relation to the
                         Wellington Property;

                    (B)  an irrevocable authority or power of attorney in a form
                         agreed with the Buyer executed by the Seller
                         authorising the Buyer to progress the Wellington
                         Dealing after Completion;

                    (C)  the dealing number (Harris Road Dealing) of the
                         combined Declaration of Change of Company
                         Name/Declaration of Loss/Application for Change of
                         Company Name and New Certificate of Title in a form
                         agreed with the Buyer and lodged by the Seller at the
                         North Auckland District Land Registry prior to
                         Completion in relation to the Harris Road Property; and

                    (D)  an irrevocable authority or power of attorney in a form
                         agreed with the Buyer executed by the Seller
                         authorising the Buyer to progress the Harris Road
                         Dealing after Completion;

                                                                         page 12

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                                                           Sale of Business Agmt

          (h)  confirmation from the Seller's solicitor of the status of the
               application to the High Court of New Zealand (to be filed on or
               before 7 December 2001) for the restoration of Servitor
               Productions Limited to the Register of Companies and/or the
               application to the Crown for the transfer of the Greenmount Drive
               Property to the Seller, together with confirmation that the
               Seller's solicitor has all information they believe will be
               required to progress any such applications to a successful
               conclusion;

          (i)  an irrevocable authority or power of attorney in a form agreed
               with the Buyer executed by the Seller, authorising the Buyer to
               progress any such application to the High Court or the Crown
               after Completion at the Seller's cost (provided that any costs
               incurred by the Buyer are reasonable) with such authority
               exercisable at the sole discretion of the Buyer; and

          (j)  the assignment or novation of the relevant licence agreements in
               respect of the following brands:

               (1)  'Jockey'; and

               (2)  'Playtex',

               on the terms set out in the copy of the agreement that was in the
               Data Room.

    4.3   DELIVERY OF DOCUMENTS EXECUTED BY THIRD PARTIES

          At Completion the Seller must give the Buyer:

          (a)  the consents to the transfer of the Contracts, Assets Leases and
               Property Leases which have been obtained at or before Completion;

          (b)  a release of each Encumbrance affecting any of the Business
               Assets executed by the holder of that Encumbrance; and

          (c)  as many certificates of fitness for motor vehicles or forklifts
               (if required by law) leased or hired under the Assets Leases or
               included in the Plant and Equipment as have been assembled as at
               Completion.

    4.4   DELIVERY OF BUSINESS RECORDS AND DOCUMENTS OF TITLE

          (a)  At Completion the Seller and its Related Corporations (as the
               case requires) must transfer to the Buyer at the Properties:

               (1)  all originals in the Seller's possession of the Contracts,
                    Assets Leases and Property Leases;

               (2)  all registration certificates and other documents of title
                    for the Intellectual Property Rights in the Seller's
                    possession;

               (3)  all registration papers for all motor vehicles leased or
                    hired under the Assets Leases or included in the Plant and
                    Equipment in the Seller's possession;

               (4)  the Business Records (other than Excluded Records); and

               (5)  the Tangible Assets, to the extent located at the
                    Properties.

          (b)  If any document referred to in clause 4.4(a) is not available
               because it is lost or destroyed, the Seller must deliver such
               evidence of its title to the

                                                                         page 13

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                                                           Sale of Business Agmt

               Business Assets concerned as is acceptable to the Buyer, acting
               reasonably.

    4.5   BUYER'S OBLIGATIONS AT COMPLETION

          At Completion the Buyer must give the Seller counterparts, executed by
          the Buyer, of those documents listed in clauses 4.2 and 4.3 that are
          to be executed by the Buyer and the Buyer must comply with its
          obligations pursuant to clause 3.3.

    4.6   TITLE

          Title to the Business Assets passes to the Buyer on Completion.

    4.7   EFFECTIVE TIME

          Subject to Completion occurring:

          (a)  risk in the Business Assets;

          (b)  the benefit of all income and benefits derived from the Business
               Assets; and

          (c)  the burden of and all liabilities and obligations arising from
               the Business Assets,

           pass to the Buyer with effect from the Effective Time.

    4.8   INTERDEPENDENCY

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

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

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

    4.9   SELLER OBLIGATIONS POST COMPLETION - INTELLECTUAL PROPERTY RIGHTS

          After Completion, the Seller will give the Buyer the following
          documents executed (to the extent necessary) by the Seller or its
          Related Corporations or registered owner (as the case may be):

          (a)  an assignment of the patent applications and registrations listed
               in schedule 4;

          (b)  an assignment of the design applications and registrations listed
               in schedule 4;

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                                                           Sale of Business Agmt

          (c)  an assignment of the .com domain names listed in schedule 4;

          (d)  a notification of cancellation of the .com.au domain names listed
               in schedule 4;

          (e)  assignments of the trade mark applications and registrations
               listed in schedule 4, to the extent that such documents have not
               been provided to the Buyer at Completion; and

          (f)  documents in the possession of the Seller evidencing the chain of
               title of trade mark applications and registrations listed in
               schedule 4 from the registered owner to the actual owner, where
               such documents are necessary for the Buyer to record the
               assignment of such trade mark applications or registrations from
               the actual owner to the Buyer.

5   PAYMENTS IN ADVANCE AND OUTGOINGS

    5.1   ADVANCE PAYMENTS

          On the Payment Date:

          (a)  the Buyer must account to the Seller for:

               (1)  any payments in advance made by the Seller for goods or
                    services supplied or to be supplied to the Business after
                    the Effective Time;

               (2)  any other payments in advance made by the Seller in respect
                    of the Business, the benefit of which is received or is to
                    be received by the Business after the Effective Time; and

               (3)  any amount of Employment Benefits paid by the Seller to
                    Transferring Employees in relation to any period after the
                    Effective Time; and

          (b)  the Seller must account to the Buyer for any payments in advance
               received by the Seller for goods or services supplied or to be
               supplied by the Business after the Effective Time.

    5.2   OUTGOINGS

          Except as otherwise expressly provided in this agreement, at the
          Payment Date the Seller will deliver to the Buyer a written statement
          setting out all outgoings of a periodical or recurring nature in
          respect of any of the Business Assets and otherwise in the conduct of
          the Business which will be apportioned as between the Buyer and the
          Seller on the basis that they will be borne by the Seller in respect
          of the period before the Effective Time and afterwards by the Buyer.

    5.3   QUANTIFICATION

          For the purpose of clauses 5.1 and 5.2, the quantum of any payment,
          amount or outgoing referred to in clauses 5.1 and 5.2 will be as
          determined in the Completion Statement. The Buyer acknowledges that
          any such adjustments will form part of the Purchase Price and will be
          reflected in the Completion Statement.

                                                                         page 15

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                                                           Sale of Business Agmt

6   LIABILITIES

    6.1   SELLER'S RESPONSIBILITY - LIABILITIES

          The Seller must pay or otherwise discharge all Liabilities which are
          not expressly assumed by the Buyer under this agreement.

    6.2   QUOTATIONS, TENDERS AND ORDERS

          (a)  Subject to clause 6.2(b), the Buyer must discharge any
               obligations which have arisen or may arise in respect of all
               quotations given, tenders made or orders taken by the Seller in
               the ordinary course of the Business before Completion.

          (b)  The Seller has disclosed in writing to the Buyer any tender,
               quotation or order in the Business which involves the supply of
               goods and services with a value in excess of $1 million.

    6.3   BUYER'S RESPONSIBILITY - ACCEPTED LIABILITIES

          The Buyer must:

          (a)  pay all Accepted Liabilities on or before the due date;

          (b)  pay and discharge all other liabilities and obligations of the
               Seller not paid or discharged before the Effective Time relating
               to goods or services to be supplied to the Business after the
               Effective Time or relating to a benefit received or to be
               received by the Business after the Effective Time;

          (c)  in the case of Accepted Liabilities which are claims relating to
               the Business as described in part 1 of schedule 11 (Accepted
               Claims), manage those claims in accordance with clause 6.6.

    6.4   REIMBURSEMENT TO SELLER

          If the Seller, or any person on behalf of the Seller, pays an Accepted
          Liability, the Buyer must reimburse the Seller within 10 Business Days
          after the Buyer receives evidence of payment.

    6.5   INDEMNITY

          The Buyer must indemnify the Seller against any Loss suffered, paid or
          incurred by the Seller after Completion as a result of any failure by
          the Buyer to comply with its obligations under this clause 6 and the
          Seller must indemnify the Buyer against any Loss suffered, paid or
          incurred by the Buyer after Completion as a result of any failure by
          the Seller to comply with its obligations under this clause 6.

    6.6   MANAGEMENT OF ACCEPTED CLAIMS

          The Buyer will:

          (a)  manage the Accepted Claims after Completion at its own cost and
               expense;

                                                                         page 16

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                                                           Sale of Business Agmt

          (b)  on request of the Guarantor, provide an update of the status of
               any Accepted Claim; and

          (c)  use its reasonable endeavours to protect the name and reputation
               of the Guarantor and its Related Corporations in the management
               of the Accepted Claims,

          provided that the Seller will allow the Buyer access to any records
          reasonably required to assist the Buyer in performing its obligations
          as described above.

7   RECEIVABLES

    7.1   ASSIGNMENT

          (a)  With effect from the Effective Time, the Seller absolutely
               assigns and transfers all of its right, title and interest in and
               to the Receivables to the Buyer free from Encumbrances.

          (b)  The Seller must, if requested to do so by the Buyer, notify a
               debtor who owes a Receivable of the assignment effected pursuant
               to clause 8.1(a).

    7.2   ACCOUNTING FOR RECEIVABLES

          If the Seller receives a payment in respect of any Receivable, it must
          pay the amount received to the Buyer within 2 Business Days after
          receiving it.

    7.3   OTHER DEBTS OWED TO SELLER

          If the Buyer receives a payment in respect of a debt owed to the
          Seller (other than a Receivable), it must pay the amount received to
          the Seller within 2 Business Days after receiving it.

8   CONTRACTS, ASSETS LEASES, PROPERTY LEASES

    8.1   TRANSFER OF CONTRACTS, ASSETS LEASES AND PROPERTY LEASES

          (a)  Subject to clause 4.2, the Seller and Buyer must use their best
               endeavours to transfer the Contracts, Assets Leases and Property
               Leases to the Buyer on or as soon as possible after Completion.

          (b)  A transfer under clause 8.1(a) may be made by assignment in the
               form of the deed of assignment annexed, in the case of Contracts
               and Assets Leases, as Annexure B or, in the case of Property
               Leases, as Annexure C.

          (c)  If the consent of a third party is required for a transfer under
               clause 8.1(a), then the Buyer and the Seller must use their best
               endeavours to obtain that consent, including, in the case of the
               Buyer, giving such security for its obligations as may be
               reasonably required by the third party.

                                                                         page 17

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                                                           Sale of Business Agmt

    8.2   OBLIGATIONS PENDING TRANSFER

          If an Assets Lease, Contract or Property Lease has not been
          transferred to the Buyer by Completion, then after Completion:

          (a)  the Buyer must, to the extent it lawfully can, perform all the
               Seller's obligations under the relevant Assets Lease, Contract or
               Property Lease; and

          (b)  the Seller must:

               (1)  if the Buyer cannot lawfully perform an obligation or
                    exercise a right of the Seller under the Assets Lease,
                    Contract or Property Lease, at the request and expense of
                    and with the full assistance of the Buyer, use its best
                    endeavours to perform that obligation or exercise that
                    right; and

               (2)  within 2 Business Days after receipt pay to the Buyer any
                    amount, or account to the Buyer for the value of any other
                    benefit, it receives after the Effective Time in respect of
                    the relevant Assets Lease, Contract or Property Lease.

    8.3   INDEMNITIES

          (a)  The Buyer must indemnify the Seller against any Loss suffered,
               paid or incurred by the Seller after the Effective Time under an
               Assets Lease, Contract or Property Lease other than one which is
               attributable to default of the Seller in discharging the Seller's
               obligations under the Assets Lease, Contract or Property Lease
               before the Effective Time provided always that this exclusion
               from the Buyer's indemnity obligation does not apply to a default
               or obligation relating to the physical condition of the Leased
               Properties unless it is the subject of notice from the relevant
               lessor received by the Seller before the date of this agreement.

          (b)  The Seller must indemnify the Buyer against any Loss suffered,
               paid or incurred by the Buyer after the Effective Time arising
               under an Assets Lease, Contract or Property Lease from a default
               by the Seller in discharging its obligations under the Assets
               Lease, Contract or Property Lease before the Effective Time
               (including any failure by the Seller to pay stamp duty due from
               it in respect of any Asset Lease, Contract or Property Lease)
               provided always that this indemnity does not apply to a default
               or obligation relating to the physical condition of the Leased
               Properties unless it is the subject of a notice from the relevant
               lessor received by the Seller before the date of this agreement.

    8.4   USE OR OCCUPATION PENDING TRANSFER

          (a)  If an Assets Lease or a Property Lease has not been transferred
               to the Buyer by Completion the Seller must, to the extent it
               lawfully can, allow the Buyer to use or occupy the property the
               subject of that Assets Lease or Property Lease as licensee from
               Completion until the transfer is completed.

          (b)  If, notwithstanding that the Seller and the Buyer have complied
               with clause 8.1, the Seller is not able to allow the Buyer to use
               or occupy any

                                                                         page 18

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                                                           Sale of Business Agmt

               property the subject of an Asset Lease as licensee pursuant to
               clause 8.3(a), the Buyer must pay to the relevant lessor all
               moneys necessary to pay out the Assets Lease and the Seller will
               then direct that title to the assets concerned be transferred to
               the Buyer provided that it is permitted under the terms of the
               relevant Asset Lease.

    8.5   FAILURE TO TRANSFER

          The Seller will fully co-operate with the Buyer in any reasonable
          arrangements designed to provide for the Buyer the benefit and burden
          or the relevant Contract, Asset Lease or Property Lease including
          enforcement of any and all rights of the Seller against the party to
          the relevant Contract, Asset Lease or Property Lease but otherwise the
          Seller has no liability to the Buyer in relation to the failure to
          transfer any Contract, Assets Lease or Property Lease if the Seller
          has met its obligations under this clause 8.

    8.6   LETTERS OF CREDIT

          (a)  The Seller will use its best endeavours to procure a transfer of
               the benefit of all Letters of Credit to the Buyer on Completion
               on terms which release the Seller and any Related Corporation of
               the Seller from any liability to the issuer of the Letter of
               Credit in respect of the Letter of Credit and pending such
               release the Buyer must pay to the Seller on demand any amount
               drawn-down against such Letter of Credit.

          (b)  If the transfer and release to the Buyer as referred to in clause
               8.6(a) has not been effected within 30 Business Days after
               Completion the Seller will, to the extent possible, cancel all
               outstanding Letters of Credit and the Buyer must make its own
               alternative arrangements to meet the payment obligations
               concerned.

          (c)  The Buyer indemnifies the Seller in respect of any amounts
               payable to the Seller by it under this clause 8.6.

9   EMPLOYEES

    9.1   OFFER OF EMPLOYMENT BY BUYER

          As early as possible before Completion, the Buyer must send each
          Employee a letter in a form agreed with the Seller offering, subject
          to Completion occurring, to employ the Employee with effect from
          Completion.

    9.2   EMPLOYMENT TERMS AND CONDITIONS

          Each offer must be for employment on terms and conditions which in the
          aggregate are no less favourable to the Employee than those under
          which the Employee is employed by the Seller immediately before
          Completion:

          (a)  including, but not limited to, those relating to retrenchment and
               redundancy (in each case taking into account length of service
               with the Seller); and

                                                                         page 19

<PAGE>

                                                           Sale of Business Agmt

          (b)  without loss of continuity of employment for the purpose of all
               employee entitlements,

          excluding, for purposes of this clause 9.2, terms and conditions
          relating to superannuation (which is provided for in clause 10).

    9.3   BEST ENDEAVOURS

          The Buyer and Seller must each use its best endeavours to encourage
          all of the Employees to accept the offers so made.

    9.4   TERMINATION BY SELLER

          On or as soon as practicable after Completion the Seller must:

          (a)  release the Transferring Employees from employment with the
               Seller, that release to take effect at the Effective Time;

          (b)  pay the Transferring Employees all Employment Benefits (other
               than Employee Leave Benefits) accrued by them at the Effective
               Time;

          (c)  pay the Transferring Employees any Employee Leave Benefits which
               they are entitled to be paid and in fact demand payment of on
               termination; and

          (d)  indemnify the Buyer (to the extent not provided for in the
               Completion Statement), against any liability for Employment
               Benefits other than Employee Leave Benefits and other
               entitlements due to or accrued by a Transferring Employee at the
               Effective Time and against all Losses arising out of a breach by
               a Seller of its contractual or other legal obligations to a
               Transferring Employee prior to the Effective Time.

    9.5   PAYMENT AND INDEMNITY BY BUYER FOR EMPLOYMENT BENEFITS

          After Completion the Buyer must:

          (a)  pay the Transferring Employees all Employment Benefits and other
               entitlements due to them after the Effective Time as and when
               they fall due; and

          (b)  indemnify the Seller against any liability for Employment
               Benefits and other entitlements due to or accrued by a
               Transferring Employee after the Effective Time and against all
               Loss in any way connected with the Buyer's employment of a
               Transferring Employee or termination of that employment.

    9.6   ALLOWANCE FOR EMPLOYEE LEAVE BENEFITS

          In consideration of the obligations undertaken by the Buyer under
          clause 9.5, the Buyer is entitled to an allowance equal to the
          monetary value of the Transferring Employees' accrued annual leave,
          leave loading and long service leave as set out in the Completion
          Accounts. The Buyer acknowledges that this allowance will be reflected
          in the Completion Statement.

                                                                         page 20

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                                                           Sale of Business Agmt

    9.7   RESTRICTION

          The Buyer covenants with the Seller that it will not for a period of
          twelve months after Completion directly or indirectly procure the
          services, as employee, consultant, contractor or otherwise of any
          Employee who does not accept the Buyer's offer of employment under
          clause 9.1.

    9.8   INDEMNITY BY SELLER

          Provided that the Buyer has met its obligations under clauses 9.2 and
          9.3, the Seller must indemnify the Buyer against any Claim brought by
          an Employee who is not a Transferring Employee arising out of the
          termination of employment of that Employee by the Seller.

    9.9   ACCIDENT INSURANCE ARRANGEMENTS

          After Completion, the Buyer must in relation to any Transferring
          Employee who suffers a work related personal injury for which the
          Seller is required to provide entitlements (or a contribution towards
          entitlements) under its Accredited Employer Programme Accreditation
          Agreement with the Accident Compensation Corporation:

          (a)  use all reasonable endeavours to:

               (1)  ensure that the Transferring Employee co-operates in
                    rehabilitation and maintains employment; and

               (2)  assist with the rehabilitation; and

               (3)  avoid placing the Transferring Employee in a position which
                    may aggravate or prolong the Transferring Employee's
                    disability; and

          (b)  consult the Seller as early as is reasonably practicable prior to
               making any decision to medically retire the Transferring
               Employee; and

          (c)  facilitate the rehabilitation of any Transferring Employee by
               permitting the Seller's case management providers access to the
               Transferring Employee at the Transferring Employee's place of
               employment or any other place controlled by the Buyer in order to
               undertake any rehabilitation deemed necessary by the Seller's
               case management providers.

10  SUPERANNUATION

    10.1  BUYER ARRANGEMENTS

          Subject to clause 10.2, prior to Completion, the Buyer must make all
          arrangements necessary to provide superannuation benefits for each
          Existing Member with effect from Completion on terms and conditions
          which provide in respect of each Existing Member who accepts an offer
          to join the Buyer's Fund in respect of the period after Completion,
          terms and benefits no less favourable than those which would have been
          provided for the Existing Member in respect of that period under the
          Seller's Fund.

                                                                         page 21

<PAGE>

                                                           Sale of Business Agmt

    10.2  BUYER'S FUND FROM TRANSFER DATE

          If the Buyer or the Seller determines that because of the need for the
          trustees of the Buyer's Fund to comply with s9B(2) Superannuation
          Scheme Act 1989 or the Buyer determines for any other reason, the
          Transferring Members will not be transferred into the Buyer's Fund at
          Completion then the Buyer may determine that the Transitional
          Arrangement shall apply and clause 10.1 shall apply only in so far as
          the Buyer's Fund shall be available from the Transfer Date.

    10.3  DOCUMENTATION OF ELECTION

          The offer referred to in clause 10.1 must include or attach a form or
          forms acceptable to the trustees of Seller's Fund to be completed and
          signed by the Existing Member under which the Existing Member may
          elect either:

          (a)  that the trustees of Seller's Fund (as their only obligation in
               respect of the Existing Member after Completion other than any
               obligation connected with or arising from the Existing Member's
               membership of the Seller's Fund) provide the benefit payable to
               the Existing Member under the relevant provision of Seller's Fund
               as at the date the member ceases to be an employee of the Seller;
               or

          (b)  to have the trustees of Seller's Fund (as their only obligation
               in respect of the Existing Member after Completion other than any
               obligation connected with or arising from the Existing Member's
               membership of the Seller's Fund) cause his or her Accrued Benefit
               Value to be transferred to the Buyer's Fund together with any
               amount that the Trustees of the Seller's Fund determine to pay
               under clause 10A.2 of the Governing Rules of the Seller's Fund or
               if the Seller or Buyer determines that the Transitional
               Arrangement will apply, to have the trustees of the Seller's Fund
               (as their only obligation of the Existing Member after the
               Transfer Date other than any obligation connected with or arising
               from the Existing Member's membership of the Seller's Fund) cause
               his or her Accrued Benefit Value to be transferred to the Buyer's
               Fund on the Transfer Date together with any amount that the
               Trustees of the Seller's Fund determine to pay under clause 10A.2
               in accordance with the Governing Rules of the Seller's Fund
               (other than in a circumstance where a benefit becomes payable to
               the Existing Member between the Completion Date and the Transfer
               Date when the obligation shall be to pay the appropriate benefit
               under the Governing Rules of the Seller's Fund).

          and under which (except as provided in clauses 10.3(a) and 10.3(b)
          above) the trustees of Seller's Fund are discharged from all liability
          in respect of the Existing Member from the Completion Date other than
          in respect of any liability connected with or arising from the
          Existing Member's membership of the Seller's Fund.

    10.4  PARTIES TO USE REASONABLE ENDEAVOURS

          (a)  The Seller shall use its best endeavours to provide any consents
               required under clause 10A.1 of the trust deed of the Seller's
               Fund so that in respect of a Transferring Member the amount
               transferred to the Buyer's Fund is at least equivalent to the
               Transferring Member's No. 1 Account balance and Member's No. 2
               Account balance adjusted for interest or earnings in

                                                                         page 22

<PAGE>

                                                           Sale of Business Agmt

               accordance with the Governing Rules of the Seller's Fund. In
               particular the Seller shall, prior to the date on which
               Transferring Members' cease to be employed by the Seller give
               notice to the trustees of the Seller's Fund that Transferring
               Members are eligible to join the Buyer's Fund and that the
               Buyer's Fund is approved by the Seller for the purposes of clause
               10A.1 of the Trust Deed of the Seller's Fund; and

          (b)  If it becomes necessary for the purposes of complying with
               section 9B(2)of the Superannuation Schemes Act 1989 or the Buyer
               determines under clause 10.2, for the Buyer to become an
               "Employer" (as defined in the Trust Deed of the Seller's Fund
               under the Trust Deed of the Seller's Fund the Buyer shall, on
               Completion, execute and hand to the Vendor a Deed of Adherence in
               the form annexed as Annexure D and the Seller and the Buyer shall
               use their best endeavours to ensure that each Existing Member who
               accepts an offer of employment under clause 10.1 agrees in
               writing on or before the Completion Date with the trustees of the
               Seller's Fund pursuant to clause 10(a) of the Trust Deed of the
               Seller's Fund to be bound by the Deed of Adherence relating to
               the Buyer in the Seller's Fund until the Transfer Date, such
               participation by the Buyer in the Seller's Fund to be known as
               the "Transitional Arrangement".

    10.5  INFORMATION

          (a)  The Seller must use all reasonable endeavours to ensure that the
               trustees of Seller's Fund provide to the Buyer and to the trustee
               of the Buyer's Fund any information in respect of the Existing
               Members reasonably required by them to give effect to this clause
               10 including such information as the trustees of the Buyer's Fund
               may require to ascertain their obligations under Section 9B(2) of
               the Superannuation Schemes Act 1989.

          (b)  The Buyer must use all reasonable endeavours to ensure that the
               trustees of the Buyer's Fund provide to the trustees of the
               Seller's Fund any information in respect of the Buyer's Fund
               reasonably required to ascertain their obligations under Section
               9B(2) of the Superannuation Schemes Act 1989.

          (c)  Until Existing Members are transferred to the Buyer's Fund all
               communications from the Buyer or the trustees of the Buyer's Fund
               relating to superannuation shall be subject to the prior written
               approval of the Seller and no communication relating to
               superannuation or benefits shall be provided to Existing Members
               or Transferring Members until approved by the Seller, such
               approval not to be unreasonably withheld.

    10.6  ACCRUED BENEFIT VALUES

          The Seller shall ensure that the amount equivalent to the aggregate
          amount of Accrued Benefit Values which Existing Members have elected
          to have transferred to the Buyer's Fund as provided in clause
          10.3(b)shall be paid to the trustee of the Buyer's Fund in cash (or at
          the option of the trustees of the Seller's Fund by the transfer of
          assets of equivalent value and so long as the Buyer and the Seller
          agree) as soon as reasonably practicable after Completion.

                                                                         page 23

<PAGE>

                                                           Sale of Business Agmt

    10.7  ACKNOWLEDGMENT

          (a)  The Seller and Buyer acknowledge that the provisions of this
               clause 10 are subject to the Governing Rules of the Seller's Fund
               and the Superannuation Schemes Act 1989 and the provisions of
               this clause 10 shall take effect only to the extent permitted by
               the Governing Rules of the Seller's Fund and that Act. Each party
               shall act in good faith to give effect to the provisions of this
               clause to the maximum extent possible, including if required the
               Buyer becoming a participating employer under the Seller's Fund.

          (b)  If, to give effect to the Transitional Arrangements it becomes
               necessary for the Buyer to become an "Employer" (as defined in
               the Trust Deed of the Seller's Fund under the Seller's Fund:

               (1)  The Seller and the Buyer shall use their best endeavours to
                    procure that the Buyer becomes a participating employer in
                    the Seller's Fund on Completion until the Transfer Date and
                    the Buyer and the Seller shall execute and use their
                    reasonable endeavours and procure that the trustees of the
                    Seller's Fund execute such documents as shall be required to
                    provide for the participation of the Buyer in the Seller's
                    Fund from the Completion Date until the Transfer Date.

               (2)  The Buyer shall on Completion execute a "Deed of Adherence"
                    (as that term is described in clause 2 of the Trust Deed of
                    the Seller's Fund) in the form annexed as Annexure D. The
                    benefits and conditions for employees of the Buyer to whom
                    the Deed of Adherence relates shall be the same benefits as
                    apply to the Existing Members to the intent that each
                    Existing Member who remains a Member of the Seller's Fund
                    after the Completion Date shall be entitled to the same
                    benefits from the Seller's Fund after the Completion Date as
                    he or she would have been entitled to prior to the
                    Completion Date in the event of a benefit becoming payable
                    between the Completion Date and the Transfer Date.

               (3)  Each party shall meet their own costs associated with the
                    preparation and execution of the Deed of Adherence and any
                    filing or other costs incurred by the Seller or the Trustees
                    of the Seller's Fund as a result of any need to comply with
                    the provisions of the Superannuation Schemes Act 1989, the
                    Securities Act 1978, the Securities Regulations 1983 or the
                    Multiple Participants Superannuation Schemes Securities Act
                    Exemption Notice. In particular the Buyer acknowledges that
                    subject to the Buyer handing to the Seller on the Completion
                    Date the Deed of Adherence referred to in clause 10.7(b)(2)
                    the Seller is responsible for ensuring that a copy of the
                    Deed of Adherence is delivered to the Government Actuary in
                    New Zealand and to the Registrar of Companies within 14 days
                    of the Deed of Adherence being signed in order to comply
                    with the provisions of clause 8(2) of the Multiple
                    Participants Superannuation Schemes Exemption Notice.

                                                                         page 24

<PAGE>

                                                           Sale of Business Agmt

               (4)  The Buyer agrees that other than offers made to Existing
                    Members under clause 10(a) of the Trust Deed of the Seller's
                    Fund that it will not invite any other employee or person in
                    its service to become a member of the Seller's Fund and that
                    it will cease to be an Employer under the Seller's Fund
                    immediately following the Transfer Date.

               (5)  The Buyer agrees that it will be responsible for all
                    employer contributions and other moneys payable in respect
                    of Existing Members remaining in the Seller's Fund until the
                    Transfer Date from the Completion Date until the Transfer
                    Date and shall assume all the obligations of the Employer
                    arising under the Trust Deed of the Seller's Fund in respect
                    of such Existing Members on or after the Completion Date.

               (6)  The Seller and the Buyer agree that they will not, and the
                    Seller agrees that it will use its best endeavours to ensure
                    the trustees of the Seller's Fund do not agree to any
                    amendment of the trust deed of the Seller's Fund which in
                    any way has the effect of amending the benefits of the
                    Existing Members before the Transfer Date. Without limiting
                    the generality of the foregoing the Seller will not give its
                    consent under the Governing Rules of the Seller's Fund to
                    such amendment. In addition the Seller will not wind up the
                    Seller's Fund before the Transfer Date.

    10.8  TIMING

          The rights of Existing Members to become members of the Buyer's Fund
          shall be subject to the provisions of the Superannuation Schemes Act
          1989 and to the provisions of the Governing Rules of the Seller's Fund
          to the intent that where any Existing Member electing to transfer to
          the Buyer's Fund is prevented by that Act or the Governing Rules of
          the Seller's Fund from being a member of the Buyer's Fund from
          Completion, membership shall be offered from such other date as is
          allowed under the Act and/or the Governing Rules of the Seller's Fund.
          In the event that a benefit becomes payable to an Existing Member
          electing to transfer to the Buyer's Fund prior to the date of receipt
          of any transfer value in respect of such Existing Member the Seller
          shall use its best endeavours to procure if permitted by the Seller's
          Fund the payment of an amount equivalent to the transfer value to the
          Existing Member or his or her personal representative.

    10.9  INDEMNITY

          The Buyer hereby indemnifies the Seller and the trustees for the time
          being of the Seller's Fund against any claim or action against, and
          all liabilities, losses or damages incurred by the Seller or the
          trustees for the time being of the Seller's Fund relating to:-

          (a)  any breach of the Superannuation Schemes Act 1989 by the trustees
               of the Buyer's Fund.

          (b)  all ongoing obligations (including the provision of any benefit
               arising on or after the Completion Date other than as provided in
               clause 10.2 or 10.3 and including all ongoing employer
               contributions and payments relating to

                                                                         page 25

<PAGE>

                                                           Sale of Business Agmt

               Existing Members superannuation entitlements under the Seller's
               Fund with effect from Completion) relating to Existing Members
               superannuation entitlements or benefits with effect from
               Completion other than those which arise prior to Completion.

          For the purposes of this clause "benefit" includes (but not by way of
          limitation) any death benefit or benefit payable on incapacity and any
          insured benefit the Existing Member would have been entitled to under
          the Seller's Fund on or after the Completion Date to the intent that
          the trustees of the Seller's Fund shall from the Completion Date only
          be liable to pay the amounts specified in clause 10.3a and 10.2of this
          Agreement as applicable to the extent permitted by the Governing Rules
          of the Seller's Fund and the Superannuation Schemes Act 1989.

    10.10 STATEMENT OF INTENTION

          To the extent permitted by the Governing Rules of the Seller's Fund
          the parties shall use their reasonable endeavours to procure that in
          respect of an Existing Member who elects to transfer to the Buyer's
          Fund that the amount transferred is at least equivalent to the value
          of the Member's Member No. 1 Account balance and Member No. 2 Account
          balance in the Seller's Fund as at the date of transfer adjusted for
          interest or earnings in accordance with the Governing Rules of the
          Seller's Fund.

11  RELEASE OF GUARANTEES

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

          (b)  If the Buyer is unable to secure the release under clause 11(a),
               then the Buyer must pay the Seller an amount equal to any Loss
               which the Seller or any Related Corporation of the Seller pays,
               suffers, incurs, or is liable for in relation to any Guarantee or
               Encumbrance referred to in clause 11(a) which relates to any act
               or omission of the Buyer after Completion.

12  PERIOD BEFORE COMPLETION

    12.1  CARRYING ON BUSINESS

          The Seller must use all reasonable endeavours to ensure that between
          the date of this agreement and Completion the Business is conducted in
          the ordinary course of business and:

          (a)  the Seller in carrying on the Business does not acquire or
               dispose of any assets other than on arm's length terms in the
               ordinary course of business;

          (b)  the Seller does not in its conduct of the Business make any
               material change to its policy and practice as to the payment of
               creditors and collection of trade receivables;

                                                                         page 26

<PAGE>

                                                           Sale of Business Agmt

          (c)  the Seller does not engage any new employee to fill a new role in
               relation to the Business with an annual remuneration package in
               excess of $120,000 or, except in the ordinary course of the
               Business, terminate the employment of any of the Employees or
               change in any material respect the terms of employment (including
               remuneration of any of the Employees);

          (d)  the Seller does not sell or agree to sell any fixed asset
               relating to the Business with a value of more than $250,000 or
               buy or commit to buy any fixed asset for use in the Business with
               a value of more than $250,000;

          (e)  neither the Seller nor its Related Corporations create any
               Encumbrance over any asset of the Business;

          (f)  neither the Seller nor its Related Corporations incur any
               indebtedness or liability in the nature of borrowings in relation
               to the Business other than in the ordinary course of business;

          (g)  the Seller does not enter into any contract or arrangement for
               the Business outside the ordinary course of trading or otherwise
               than on arm's length terms;

          (h)  using reasonable endeavours, neither the Seller nor its Related
               Corporations will do anything which may be reasonably likely to
               harm the Goodwill,

          without in each case the prior consent of the Buyer, which must not be
          unreasonably withheld or delayed.

    12.2  ACCESS

          Before Completion the Seller must, after reasonable notice from the
          Buyer, allow the Buyer and any person authorised by the Buyer,
          reasonable access during normal business hours to Employees (only with
          the consent of the Seller, such consent not to be unreasonably
          withheld) the Business Assets and the Properties as is necessary to
          facilitate the smooth transfer of the Business at Completion.

    12.3  CERTAIN FREEHOLD PROPERTY

          (a)  Prior to Completion, the Seller will lodge the declarations and
               application described in clause 4.2(g)(3)(A) at the Wellington
               District Land Registry and promptly respond to and comply with
               any requisitions the Wellington District Land Registry may raise
               prior to Completion.

          (b)  Prior to Completion, the Seller will lodge the declarations and
               application described in clause 4.2(g)(3)(C) at the North
               Auckland District Land Registry and promptly respond to and
               comply with any requisitions the North Auckland District Land
               Registry may raise prior to Completion.

          (c)  On or before 7 December 2001, the Seller will make application to
               the High Court of New Zealand for the restoration of Servitor
               Productions Limited and for the transfer of the Greenmount Drive
               Property to the Seller. The Seller will continue to keep the
               Buyer fully informed of the progress of any such application and
               the Seller will do all things within its reasonable power to
               prosecute such application both before and after Completion for
               so long as such application has not been finally

                                                                         page 27

<PAGE>

                                                           Sale of Business Agmt

               determined. In the event that the application to the High Court
               is unsuccessful the Buyer reserves the right to require the
               Seller to make an application to the Crown for the transfer of
               the Greenmount Drive Property to the Seller.

13  AFTER COMPLETION

    13.1  SUPPLY OF AFTER-SALES SERVICE

          After Completion the Buyer must:

          (a)  remedy any defect in the goods or services supplied by the Seller
               in the Business before Completion;

          (b)  supply after-sales service which the Seller undertook to perform
               in respect of goods or services supplied by the Seller in the
               Business before Completion; and

          (c)  perform the Seller's obligations under any guarantee or warranty
               or otherwise in respect of goods or services supplied by the
               Seller in the Business before Completion.

    13.2  RECONCILIATION FOR RETURNED GOODS

          If any goods sold in the Business by the Seller before the Completion
          Date are returned to the Buyer or repudiated for any reason by a
          customer of the Business after the Completion Date, then the Buyer is
          entitled to those goods and must meet any claim for credit or
          otherwise made by the customer in relation to them.

    13.3  SUPPLIER'S WARRANTIES

          To assist the Buyer in meeting its obligations pursuant to clauses
          13.1 and 13.2, the Seller undertakes to use all reasonable endeavours
          to make available to the Buyer the benefit of any supplier or
          manufacturer warranty available to the Seller in connection with the
          transactions contemplated by clauses 13.1 and 13.2.

    13.4  ACCESS BY SELLER

          After Completion the Buyer must, after reasonable notice from the
          Seller, allow the Seller and its representatives:

          (a)  access during normal business hours to Transferring Employees;
               and

          (b)  to inspect and take copies of the Business Records (to the extent
               that they relate to any period before Completion),

          to assist the Seller in relation to any Liability or other obligations
          or rights arising in relation to the conduct or ownership of the
          Business before Completion, provided that any access under this clause
          13.4 is conducted in a manner so as to avoid unreasonable disruption
          to the conduct of the Business as operated by the Buyer and the
          Transferring Employees.

                                                                         page 28

<PAGE>

                                                           Sale of Business Agmt

    13.5  ACCESS TO EXCLUDED RECORDS BY BUYER

          After Completion the Seller must, after reasonable notice from the
          Buyer, allow the Buyer and its representatives access during normal
          business hours to inspect and take copies of the Excluded Records (to
          the extent they relate to any period before Completion) as necessary
          to assist the Buyer in operating the Business.

    13.6  TAX RETURNS

          After Completion, the Buyer must at the reasonable cost and expense of
          the Seller prepare a draft income tax returns, fringe benefits tax
          returns and any other tax returns required by any Governmental Agency
          that imposes Tax in relation to the Business as carried on by the
          Seller in respect of the financial year ending on 30 June 2002 and
          ensure that its employees fully co-operate with the Seller in relation
          to completing and finalising such returns to a form fit for lodgement
          by the Seller. The Buyer must provide a first draft of such returns to
          the Seller on or before 30 October 2002.

    13.7  LAND - SERVITOR PRODUCTIONS LIMITED

          Within 5 Business Days after Servitor Productions Limited is restored
          arising out of the application to the High Court or to the Crown
          referred to in clause 12.3(c), the Seller must deliver the following
          documents to the Buyer:

          (a)  instruments of title for the Greenmount Drive Property (other
               than withdrawal of caveats lodged pursuant to clause 16.3(a));
               and

          (b)  confirmation that the transfer of the Greenmount Drive Property,
               delivered to the Buyer on Completion pursuant to clause 4.2(g),
               is now capable of registration.

14  COMPETITION

    14.1  UNDERTAKING

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

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

          (b)  solicit, canvass, induce or encourage any person who was at any
               time during the 6 months period ending on the Completion Date
               employed in the Business to cease to be employed in the Business;

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

                                                                         page 29

<PAGE>

                                                           Sale of Business Agmt

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

    14.2  ACQUISITION OF INTERESTS IN COMPETING BUSINESSES

          Clause 14.1 does not prevent the Seller or any of its Related
          Corporations from acquiring an interest, directly or indirectly, in a
          business in competition with the Business in the area referred to in
          that clause if:

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

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

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

    14.3  EXCLUSION FROM RESTRAINT

          This clause 14 does not restrict the Seller or any of its Related
          Corporations from:

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

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

    14.4  RELATED CORPORATIONS

          The Buyer agrees that the provisions of this clause 14 only apply to
          the Related Corporations of the Seller for so long as those entities
          remain Related Corporations of the Seller.

    14.5  SEVERABILITY

          (a)  If any of the several separate and independent covenants and
               restraints in clause 14.1 are or become invalid or unenforceable
               for any reason, then that invalidity or unenforceability will not
               affect the validity or enforceability of any of the other
               separate and independent covenants and restraints in clause 14.1.

          (b)  If any of the prohibitions or restrictions contained in this
               clause 14 is judged to go beyond what is reasonable in the
               circumstances and necessary to protect the goodwill of the
               Seller, but would be judged reasonable and necessary if any
               activity were deleted or the period or area were reduced, then
               the prohibitions or restrictions apply with that activity deleted
               or that period or area reduced by the minimum amount necessary.

                                                                         page 30

<PAGE>

                                                           Sale of Business Agmt

15  WARRANTIES

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

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

16  LIMITATION OF LIABILITY

    16.1  CO-ORDINATION AGREEMENT

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

    16.2  SPECIFIC EXCLUSIONS - FREEHOLD PROPERTIES

          (a)  The Buyer acknowledges that apart from the Seller's Warranties
               and provided that nothing in this clause 16.2(a) shall operate in
               any way to limit the liability of the Guarantor under clause 6.8
               of the Co-ordination Agreement, it has relied on its own
               investigations and assessment of and has relied on no
               representation or warranty but acknowledges the disclosure
               referred to in clause 16.2(b) and will bring no Claim against the
               Seller or its Related Corporations, officers, employees, agents
               or advisers in relation to any breach of Environmental Law or any
               Environmental Liability which may affect the Buyer or any other
               person in relation to ownership of those Freehold Properties;

          (b)  The Buyer acknowledges that it has been given the opportunity to
               make physical inspections of the Freehold Properties and
               buildings, plant, equipment and other assets located at the
               Freehold Properties and accepts that apart from the Seller's
               Warranties it has relied on its own investigations and assessment
               of and it has relied on no representation or warranty and will
               bring no Claim against the Seller or its Related Corporations,
               officers, employees, agents or advisers in relation to the
               dimensions, description, condition, fitness for use, safety or
               legal compliance status of those Freehold Properties or any
               buildings, plant, equipment or other assets located at the
               Freehold Properties.

          (c)  The Buyer purchases the Freehold Properties subject to:

               (1)  the encumbrances, easements and covenants noted on the title
                    to the Freehold Properties concerned;

               (2)  the reservations, exceptions and conditions (if any)
                    contained in the crown grant;

               (3)  all easements or rights vested in any Governmental Agency
                    and not registered on the title to the Freehold Properties
                    except for matters not disclosed to the Buyer which
                    constitute breaches of the Seller's Warranties; and

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                                                           Sale of Business Agmt

               (4)  all town planning or other restrictions on the use and
                    development of the Freehold Properties.

    16.3  PROPERTY COVENANTS

          The Seller covenants to the Buyer at the date of this agreement and on
          Completion:

          (a)  that it consents to the lodgement of caveats by the Buyer on
               Completion in respect of the Freehold Properties;

          (b)  that it will not take any action or procure any person to do
               anything that may cause a lapsing notice to be lodged at a Land
               Titles Office;

          (c)  that there are no unsatisfied or outstanding judgements or
               notices against the Freehold Properties;

          (d)  to answer all requisitions that may be made by a Land Titles
               Office or by Land Information New Zealand in relation to
               registration of the Transfers.

17  GST

    17.1  SUPPLY OF A GOING CONCERN

          (a)  The parties agree that the transfer of the Business Assets from
               the Seller to the Buyer under this agreement is the supply of a
               taxable activity as a going concern within Section 11(1)(c) of
               the GST Act on which GST is chargeable at the rate of zero
               percent.

          (b)  The Seller agrees, if requested by the Buyer, to assist the Buyer
               in defending the sale of the Business as a sale as a going
               concern for the purposes of the GST Act.

    17.2  TAXABLE SUPPLY

          In the event that it is determined that the sale of the Business
          Assets is not a supply of a taxable activity as a going concern and
          GST is payable in respect to the transactions evidenced by this
          agreement then:

          (a)  Buyer shall pay to the Seller the amount of the GST and any
               Default GST which is so payable in one sum within five (5)
               Business Days of written demand being made by Seller;

          (b)  where such amount is not so paid to Seller, Buyer shall in
               addition pay to the Seller interest at the rate of twelve (12)
               percent per annum on the amount of GST unpaid from 5 days after
               demand until payment;

          (c)  it shall not be a defence to a claim against Buyer for payment to
               the Seller of any Default GST that Seller has failed to mitigate
               Seller's damage by paying an amount of GST when it fell due under
               the GST Act; and

          (d)  Seller will deliver a tax invoice for the purposes of the GST Act
               to the Buyer as soon as practicable subsequent to recognition
               that GST is payable.

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                                                           Sale of Business Agmt

          Default GST in this clause means any interest, penalty or other sum
          levied against Seller under the GST Act by reason of non-payment of
          the GST payable in respect of the supply made under this agreement,
          but does not include any such sum levied against Seller by reason of a
          default by Seller after payment of the amounts payable pursuant to
          this clause to Seller by Buyer.

18  GUARANTEE AND INDEMNITY - SELLER

    18.1  GUARANTEE

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

    18.2  INDEMNITY

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

    18.3  EXTENT OF GUARANTEE AND INDEMNITY

          (a)  This clause 18 applies:

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

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

          (b)  The obligations of the Guarantor under this clause 18 extend to
               any change in the obligations of the Seller as a result of any
               amendment, supplement, renewal or replacement of this agreement.

          (c)  This clause 18 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 18 applies:

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

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

    18.4  CONTINUING GUARANTEE AND INDEMNITY

          This clause 18 is a continuing obligation of the Guarantor despite any
          settlement of account and remains in full force and effect until the
          obligations of the Principal under this agreement have been performed.

    18.5  WARRANTIES OF THE GUARANTOR

          The Guarantor represents and warrants to the Buyer that:

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                                                           Sale of Business Agmt

          (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.

    18.6  RIGHTS

          The Guarantor waives any right it has of first requiring the Buyer to
          commence proceedings or enforce any other right against the Seller or
          any other person before claiming under this clause 18.

19  GUARANTEE AND INDEMNITY - BUYER

    19.1  GUARANTEE

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

    19.2  INDEMNITY

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

    19.3  EXTENT OF GUARANTEE AND INDEMNITY

          (a)  This clause 19 applies:

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

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

          (b)  The obligations of the Buyer Guarantor under this clause 19
               extend to any change in the obligations of the Buyer as a result
               of any amendment, supplement, renewal or replacement of this
               agreement.

          (c)  This clause 19 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 19 applies:

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                                                           Sale of Business Agmt

               (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 and the Buyer are a party or the occurrence of
                    any other thing; and

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

    19.4  CONTINUING GUARANTEE AND INDEMNITY

          This clause 19 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 under this agreement have been
          performed.

    19.5  WARRANTIES OF THE GUARANTOR

          The Buyer Guarantor represents and warrants to the Seller 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 Buyer Guarantor; or

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

    19.6  RIGHTS

          The Buyer Guarantor waives any right it has of first requiring the
          Seller to commence proceedings or enforce any other right against the
          Buyer or any other person before claiming under this clause 19.

                                                                         page 35

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                                                           Sale of Business Agmt

SCHEDULE 1 - WARRANTIES

CLAUSE 1.1 (DEFINITIONS)

A.  BUYER'S WARRANTIES

1   BUYER AUTHORISED

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

2   POWER TO BUY

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

3   NO LEGAL IMPEDIMENT

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

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

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

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

4   NO LIQUIDATION OR WINDING-UP

          The Buyer has not gone into liquidation nor passed a winding-up
          resolution nor received a notice under part XVI of the Companies Act
          1993.

5   NO PETITION

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

6   NO WRIT OF EXECUTION

          No writ of execution has issued against the Buyer.

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                                                           Sale of Business Agmt

7   NO RECEIVER OR ADMINISTRATOR

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

8   BUYER'S KNOWLEDGE

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

9   GST REGISTERED

          The Buyer is registered for GST under the GST Act and evidence of such
          registration has been provided to the Seller.

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                                                           Sale of Business Agmt

B.  SELLER'S WARRANTIES

1   AUTHORITIES

    1.1   SELLER AUTHORISED

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

    1.2   POWER TO SELL

          The Seller has full power to enter into and perform its obligations
          under this agreement and can do so without the consent of any other
          person (except for consents required under the Contracts, Assets
          Leases and Property Leases) and free of any pre-emptive rights or
          rights of first refusal.

    1.3   NO LEGAL IMPEDIMENT

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

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

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

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

    1.4   CORPORATE POWER

          The Seller has full corporate power to own, lease and operate the
          Business Assets and the Business.

2   COMPLIANCE WITH LAW

    2.1   COMPLIANCE WITH LAW

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

    2.2   AUTHORISATIONS

          The Seller holds all necessary material Authorisations required to
          conduct the Business, use the Business Assets and occupy the
          Properties and has paid all fees due in relation to them and is not in
          breach of any conditions under them where such

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                                                           Sale of Business Agmt

          breach would be likely to have a material and adverse effect on the
          Business as currently carried on.

3   POSITION SINCE 30 JUNE 2001

    3.1   POST ACCOUNTS DATE

          Since 30 June 2001:

          (a)  the Seller in carrying on the Business has not acquired or
               disposed of any assets other than on arm's length terms in the
               ordinary course of business;

          (b)  the Seller has not in its conduct of the Business made any
               material change to its policy or practice as to the payment of
               creditors or collection of trade receivables;

          (c)  the Seller has not engaged any new employee to fill a new role in
               relation to the Business with an annual remuneration package in
               excess of $120,000 or, except in the ordinary course of the
               Business, terminated the employment of any of the Employees or
               changed, in any material respect, the terms of employment
               (including remuneration of any of the Employees);

          (d)  the Seller has not sold or agreed to sell any fixed asset
               relating to the Business with a value of more than $250,000 or
               bought or committed to buy any fixed asset for use in the
               Business with a value of more than $250,000;

          (e)  neither the Seller nor its Related Corporations has created any
               Encumbrance over any asset of the Business;

          (f)  neither the Seller nor its Related Corporations has incurred any
               indebtedness or liability in the nature of borrowings in relation
               to the Business other than in the ordinary course of business;

          (g)  the Seller has not entered into any contract or arrangement for
               the Business outside the ordinary course of trading or otherwise
               than on arm's length terms;

          (h)  there has been no material adverse change in the Business Assets
               and liabilities of the Business;

          (i)  there has been no change in the accounting policies, practices
               and principles used by the Seller in respect of the Business.

    3.2   SUPPLIERS / CUSTOMERS

          Since 30 June 2001:

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

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

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

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

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                                                           Sale of Business Agmt

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

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

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

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

4   TANGIBLE ASSETS

    4.1   TITLE TO ASSETS

          All material Tangible Assets are:

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

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

    4.2   ASSETS NOT OWNED

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

    4.3   PLANT AND EQUIPMENT

          All Plant and Equipment listed in part 1 of schedule 8 and currently
          in use in the Business is:

          (a)  in good working order;

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

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

5   ENCUMBRANCES

    5.1   OWNERSHIP OF BUSINESS ASSETS

          As at Completion the Seller will be the legal and beneficial owner of
          the Business Assets free of Encumbrances.

    5.2   DISCHARGES BY COMPLETION

          The Seller has not granted or created, or agreed to grant or create,
          any Encumbrance in respect of the Business Assets other than any which
          will be discharged on or before Completion.

                                                                         page 40

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                                                           Sale of Business Agmt

    5.3   BUSINESS ASSETS USED IN BUSINESS

          The Business Assets comprise all the assets used by the Seller in the
          Business and are the only assets required for the operation of the
          Business in the manner in which it is currently operated.

6   INTELLECTUAL PROPERTY RIGHTS

    6.1   SCOPE

          So far as the Seller is aware, it or its Related Corporations own or
          have an enforceable right to use all the Intellectual Property Rights
          needed to carry on the Business in the places and in the manner
          currently carried on and all the Intellectual Property Rights will be
          transferred or licensed to the Buyer at Completion.

    6.2   OWNERSHIP AND USE

          (a)  The Seller or its Related Corporations is the legal and
               beneficial owner of all the Intellectual Property Rights listed
               in parts 1 and 3 of schedule 4.

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

    6.3   NO THIRD PARTY RIGHTS

          So far as the Seller is aware, no person, other than the Seller or its
          Related Corporations or a licensee from the Seller or its Related
          Corporations disclosed in part 3 of schedule 4 has any right to any
          intellectual property right listed in part 1 of schedule 4.

    6.4   NO INFRINGEMENT

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

    6.5   DISPUTES

          Neither the Seller nor its Related Corporations is currently involved
          in any material dispute with any third party in relation to the
          Intellectual Property Rights listed in schedule 4.

    6.6   ASSIGNMENTS

          The execution of assignments of Intellectual Property Rights by the
          Seller or its Related Corporations and the performance by the Seller
          or any Related Corporations of its obligations under those assignments
          will not cause the Seller or its Related Corporations to be in breach
          of any contract with a third party.

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                                                           Sale of Business Agmt

    6.7   ROYALTIES/FEES

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

7   ASSETS LEASES

    7.1   NATURE

          The Assets Leases to which the Seller is a party were entered into
          within the ordinary course of business.

    7.2   NO DEFAULT

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

    7.3   VALIDITY

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

          (a)  is valid and subsisting;

          (b)  has not been amended or modified; and

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

    7.4   ASSETS LEASES USED IN THE BUSINESS

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

8   CONTRACTS

    8.1   NATURE OF CONTRACTS

          So far as the Seller is aware, part 1 of schedule 5 and parts 2 and 3
          of schedule 4 contain details of all Contracts which:

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

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

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

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

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                                                           Sale of Business Agmt

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

          (f)  are distribution or agency agreements; or

          (g)  entitle the other party to terminate the Contract or impose less
               favourable terms by reason of a sale of some or all of the
               Business Assets.

    8.2   NO DEFAULT

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

    8.3   FOREIGN CURRENCY

          Part 3 of Schedule 5 contains a listing, which is accurate in all
          material respects, of outstanding commitments of the Seller in the
          Business as at the date stated in that schedule in relation to foreign
          currency hedging contracts.

    8.4   COPIES OF CONTRACTS

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

9   PROPERTIES AND FREEHOLD  PROPERTIES

    9.1   INTERESTS

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

    9.2   OCCUPATION AND USE

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

    9.3   NO BREACH

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

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                                                           Sale of Business Agmt

    9.4   NO NOTICES

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

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

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

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

    9.5   PROPERTY DETAILS

          The particulars of the Properties set out in schedules 7 and 10 are
          true and correct in all material respects.

    9.6   PROPERTY DISCLOSURE

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

    9.7   DISPUTES

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

    9.8   FREEHOLD PROPERTY - SPECIFIC WARRANTIES

          (a)  So far as the Seller is aware, it is not in breach of or in
               default under any covenant, easement or right affecting the
               Freehold Properties which breach or default would have a
               materially adverse effect on the use of the Freehold Properties
               in the Business as currently used.

          (b)  Except for any matters indicated in documents of title provided
               to the Buyer, the Freehold Properties are not, so far as the
               Seller is aware:

               (1)  affected by any rights of adverse possession, easements,
                    rights vested in any Governmental Agency, restrictive
                    covenants, rights of way, proposed roads or resumptions or
                    proposed drains, sewers or stormwater channels;

               (2)  affected by any leases, licences or Encumbrances; or

               (3)  the subject of any claim notified to the Seller that any
                    third party asserts an ownership interest in any of the
                    Freehold Properties,

               which, in any of the above cases, would be likely to have a
               material and adverse effect on the current use of the Freehold
               Properties in the Business.

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                                                           Sale of Business Agmt

    9.9   PROPERTY LEASE DISCLOSURE

          The Property Leases, particulars of which are set out in schedule 7:

          (a)  so far as the Seller is aware, are, in all material respects, a
               complete recording of their terms and there are no other
               agreements, documents or understandings in relation to the
               Property Leases; and

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

    9.10  TERMINATION NOTICE

          The lessor under the Property Leases has not served any notice to
          terminate the relevant Property Lease.

    9.11  ASSIGNMENT

          The Seller:

          (a)  has not agreed to any assignment, subletting, parting with
               possession or surrender of any of the Property Leases or any part
               of them; and

          (b)  has not given any materially false or misleading information to
               any authority having jurisdiction over the property the subject
               of the Property Leases.

10  OFFERS OUTSTANDING

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

11  MEMBERSHIPS

          The Seller is not a member of any joint venture, partnership or
          unincorporated association (other than a recognised trade association)
          in respect of the Business.

12  EMPLOYEES

    12.1  LIST OF EMPLOYEES COMPLETE

          Schedule 3 contains a complete list of the Employees as at the date
          indicated in the schedule and the Buyer has been given all material
          details of their Employment Benefits.

    12.2  INCENTIVE SCHEMES

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

                                                                         page 45

<PAGE>

                                                           Sale of Business Agmt

    12.3  SERVICE AGREEMENTS

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

    12.4  MANAGEMENT AGREEMENTS

          The Seller is not a party to any material agreement with any person
          for the provision of consulting or management services in respect of
          the Business which has not been fairly disclosed to the Buyer.

    12.5  DISPUTES

          The Seller is not involved in any material dispute with any of the
          Employees as at the date of this agreement and is not aware of any
          circumstances likely to give rise to any dispute.

    12.6  COMPLIANCE

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

    12.7  DISCLOSURE

          The Seller is not a party to any agreement, arrangements or
          understanding with a union or industrial organisation in respect of
          the Employees which is not set out in the Data Room.

13  SUPERANNUATION

    13.1  LIST OF SUPERANNUATION SCHEMES COMPLETE

          The Seller's Fund is the only superannuation scheme or pension
          arrangement to which the Seller pays contributions in respect of the
          Employees.

    13.2  GOVERNING RULES OF SELLER'S FUND

          The copy of the Governing Rules of the Seller's Fund in respect of the
          Employees are the Trust Deed dated 30 November 1994 as amended by
          deeds dated 13 August 1996 and 16 November 1999 and in respect of each
          Employee the Deed of Adherence and any amendment thereto applicable to
          that Employee.

    13.3  FUNDING

          The Seller has paid all contributions due by the Seller to the
          Seller's Fund in respect of the Employees.

    13.4  ACCRUED BENEFIT VALUES

          There are sufficient assets at Completion in the Seller's Fund to
          support, in respect of the Transferring Employees who are Existing
          Members, the transfer or payment of the total Termination Benefits of
          those members.

                                                                         page 46

<PAGE>

                                                           Sale of Business Agmt

    13.5  COMPLIANCE OF FUND

          So far as the Seller is aware from its establishment the Seller's Fund
          has complied with all applicable laws.

    13.6  COMPLIANCE OF SELLER

          The Seller has complied with all laws applicable to it in respect of
          the Seller's Fund.

    13.7  CONDITIONS

          The Seller has complied and will comply to Completion with all of its
          obligations under the Governing Rules of the Seller's Fund including
          but not limited to the making of all contributions to the Seller's
          Fund under the Governing Rules of the Seller's Fund.

    13.8  RECORDS

          So far as the Seller is aware full and proper records and accounts of
          the Seller's Fund have been kept, are up to date and disclose a full
          and fair view of the Seller's Fund.

    13.9  CLAIMS

          So far as the Seller is aware neither the Seller nor the trustees of
          the Seller's Fund have received notice of any claim or dispute in
          relation to the Seller's Fund.

14  LITIGATION

    14.1  NOT A PARTY TO ANY LITIGATION

          The Seller is not:

          (a)  a party to any material prosecution, litigation or arbitration
               proceedings affecting all or part of the Business or any of the
               Business Assets; or

          (b)  so far as the Seller is aware, subject to any material
               administrative or governmental investigation in respect of all or
               part of the Business or any of the Business Assets,

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

    14.2  NO CIRCUMSTANCES

          There are no circumstances of which the Seller is aware which may give
          rise to any proceeding or investigation referred to in warranty 14.1.

15  [NOT USED]

                                                                         page 47

<PAGE>

                                                           Sale of Business Agmt

16  SOLVENCY

    16.1  NO LIQUIDATION OR WINDING-UP

          The Seller has not gone into liquidation nor passed a winding-up
          resolution nor received a notice part XVI of the Companies Act 1993.

    16.2  NO PETITION

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

    16.3  NO WRIT OF EXECUTION

          No writ of execution has issued against the Seller or any of the
          Business Assets.

    16.4  NO RECEIVER OR ADMINISTRATOR

          No receiver, receiver and manager, liquidator, provisional liquidator
          or administrator of any part of the undertaking or assets of the
          Seller has been appointed.

    16.5  PAYMENT OF DEBTS

          The Seller:

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

          (b)  is not insolvent within the meaning of the Companies Act 1993;
               and

          (c)  is not subject to voluntary administration under the Companies
               Act 1993.

17  INSURANCE

    17.1  POLICIES

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

    17.2  NOTICE

          The Seller has not received any notice from an insurer adversely
          affecting its insurances for the Business or the Business Assets.

18  INFORMATION

    18.1  WRITTEN INFORMATION

          In relation to written information provided by the Seller to the Buyer
          in relation to the sale of the Business:

                                                                         page 48

<PAGE>

                                                           Sale of Business Agmt

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

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

    18.2  ACCURACY

          Each of the statements and all information set out, or referred to, in
          the Disclosure Schedule, the schedules numbered 3 to 13 to this
          agreement is complete and accurate in all material respects and not
          misleading.

19  BUSINESS RECORDS

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

20  SELLER'S KNOWLEDGE

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

21  DUTIES

          All Duties or Taxes or documents which are necessary to establish the
          title of the Seller to the Business Assets have been duly assessed and
          paid.

22  TRADE PRACTICES

          So far as the Seller is aware, the Seller has not in the two years
          before Completion, committed or omitted to do any act or thing the
          commission or omission of which is a material contravention of the
          Commerce Act 1986, the Fair Trading Act 1986, Consumer Guarantees Act
          1993 or like legislation in New Zealand.

23  LIABILITY UNDER ASSET AND OTHER SALE AGREEMENTS

          Neither the Seller nor any Related Corporation is a party to any
          agreement entered into prior to Completion for the sale or purchase of
          any business interest, shares or partnership interest which contain
          any obligations or liabilities (actual or contingent) which may affect
          the Business and/or any Buyer Group Company.

                                                                         page 49

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 2 - DISCLOSURE SCHEDULE

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

          Seller Warranty Number        Matter Disclosed

                                                                         page 50

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 3 - EMPLOYEES

    As annexed

                                                                         page 51

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 4 - INTELLECTUAL PROPERTY RIGHTS

    Part 1 - Owned by the Seller

    Part 2 - Licensed to the Seller

    Part 3 - Owned by the Seller and licensed to third parties

                                                                         page 52

<PAGE>

                                                           Sale of Business Agmt

    PART 1

    As annexed

                                                                         page 53

<PAGE>

                                                           Sale of Business Agmt

    PART 2

    As annexed

                                                                         page 54

<PAGE>

                                                           Sale of Business Agmt

    PART 3

    As annexed

                                                                         page 55

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 5 - CONTRACTS AND ASSETS LEASES

    PART 1   CONTRACTS

    As annexed

    PART 2   ASSETS LEASES

    As annexed

    PART 3   FOREIGN EXCHANGE CONTRACTS

    As annexed

                                                                         page 56

<PAGE>

                                                           Sale of Business Agmt

    PART 1

    As annexed

                                                                         page 57

<PAGE>

                                                           Sale of Business Agmt

    PART 2

    As annexed

                                                                         page 58

<PAGE>

                                                           Sale of Business Agmt

    PART 3

    As annexed

                                                                         page 59

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 6 - STATUTORY LICENCES

                                                                         page 60

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 7 - LEASED PROPERTIES

    As annexed

                                                                         page 61

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 8 - PLANT AND EQUIPMENT

    PART 1 PLANT AND EQUIPMENT

    As annexed

    PART 2 NOVATED LEASES

    As annexed

                                                                         page 62

<PAGE>

                                                           Sale of Business Agmt

    PART 1

    As annexed

                                                                         page 63

<PAGE>

                                                           Sale of Business Agmt

    PART 2

    As annexed

                                                                         page 64

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 9 - LETTERS OF CREDIT

    As annexed

                                                                         page 65

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 10 - FREEHOLD PROPERTIES

                                                                         page 66

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 11 - ACCEPTED LIABILITIES

                                                                         page 67

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 12 - GUARANTEES

                                                                         page 68

<PAGE>

                                                           Sale of Business Agmt

SCHEDULE 13 - SELLER'S FUND

A   The PACIFIC DUNLOP (NZ) SUPERANNUATION SCHEME (called "the Scheme") was
    constituted by a Trust Deed ("the Original Trust Deed") dated the 1st day of
    November 1989 (the "Date of Establishment") to provide retirement and other
    benefits for Employees invited to become members of the Scheme.

B   Since the Date of Establishment the Original Trust Deed has been amended and
    the Scheme is presently governed by the consolidating deed dated 30 November
    1994 and the amending Deeds dated 13 August 1996 and 16 November 1999
    (together called "the Trust Deed") and in respect of a member to whom a Deed
    of Adherence applies by the Deed of Adherence applicable to the Member.

C   The Scheme is a registered superannuation scheme under the Superannuation
    Schemes Act 1989.

D   [   ] was admitted as an Employer in respect of Employees employed by it, by
    way of a Deed of Adherence executed on [   ].

E   The Scheme as it relates to employees of [     ] is governed by the Trust
    Deed as modified in respect of such employees by the existing [  ] Deed of
    Adherence.

                                                                         page 69

<PAGE>

                                                           Sale of Business Agmt

EXECUTED AS AN AGREEMENT:

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

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

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

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

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


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

Signed for and on behalf of
PD Licensing Pty Ltd
by its duly authorised Attorney under Power
in the presence of:

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


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

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

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


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

                                                                         page 70

<PAGE>

                                                           Sale of Business Agmt

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 71

<PAGE>

                                                           Sale of Business Agmt

ANNEXURE A - ASSIGNMENT OF TRADEMARKS

    As annexed

                                                                          page 1

<PAGE>

                                                           Sale of Business Agmt

ANNEXURE B - ASSIGNMENT OF CONTRACTS AND ASSET LEASES

    As annexed

                                                                          page 2

<PAGE>

                                                           Sale of Business Agmt

ANNEXURE C - ASSIGNMENT OF PROPERTY LEASES

    As annexed

                                                                          page 1

<PAGE>

                                                           Sale of Business Agmt

ANNEXURE D  - DEED OF ADHERENCE

    As annexed

                                                                          page 1

<PAGE>

                                                           Sale of Business Agmt

                                      [   ]

                      PACIFIC DUNLOP HOLDINGS (NZ) LIMITED


       Vaughan Martyn Renner, Maureen Dale Jacobson, Michael Neill Phelan,
                 John Anthony Gilchrist and Jeffrey Ward Taylor


                    PACIFIC DUNLOP (NZ) SUPERANNUATION SCHEME


                                   KPMG Legal

                                   Solicitors

                              Wellington & Auckland

                                                                          page 2

<PAGE>

                                                           Sale of Business Agmt

Deed dated                                      2001

PARTIES

1              ("The Employer")

2   Pacific Dunlop Holdings (NZ) Limited ("the Principal Employer")

3   Vaughan Martyn Renner, Maureen Dale Jacobson, Michael Neill Phelan, John
    Anthony Gilchrist and Jeffrey Ward Taylor ("the Trustees")

BACKGROUND

A   By a Trust Deed dated the 1st day of November 1989 (hereinafter called "the
    Trust Deed") there was established a superannuation scheme (known as the
    Pacific Dunlop (NZ) Superannuation Scheme) (hereinafter called "the
    Scheme"). The Scheme is currently governed by a consolidating trust deed
    dated 30 November 1994 as subsequently amended and in respect of employees
    of Employers by various Deeds of Adherence.

B   The Trustees are the current Trustees of the Scheme.

C   The Scheme was established for the benefit of Employees of the Principal
    Employer and of such Employers as may be Deed of Adherence participate in
    the Scheme.

D   The Employer wishes to participate in the Scheme.

E   The Principal Employer and the Trustees accept the Employer as a participant
    of the Scheme.

COVENANTS

1.  The Employer agrees to be bound by the Trust Deed as amended by this Deed of
    Adherence in all matters relating to the Scheme and this Deed of Adherence
    shall form part of and be read in conjunction with the Trust Deed.

2.  This Deed of Adherence shall apply to Employees of the Employer.

3.  The provisions of the Trust Deed shall apply to all Employees of the
    Employer who become Members of the Scheme save that where a Member becomes
    bound by this Deed of Adherence by virtue of the application of clause 10(a)
    of the Trust Deed and immediately prior to becoming bound by this Deed of
    Adherence was covered by another Deed of Adherence ("the previous deed of
    adherence") then in respect of such member

                                                                          page 1

<PAGE>

                                                           Sale of Business Agmt

    the benefits and conditions applying in respect of such Member shall
    continue to be determined in accordance with the Trust Deed and the
    previous deed of adherence as it relates to such Member so that such Member
    remains entitled to the same benefits as he or she would have been entitled
    to had he or she not become bound by this Deed of Adherence and in respect
    of any Employees of the Employer, the Trust Deed is amended accordingly.

EXECUTION

Signed for and on behalf of

by two of its directors in the presence of:


-------------------------------------   ----------------------------------------
Director                                Director


-------------------------------------   ----------------------------------------
Witness Signature                       Witness Signature


-------------------------------------   ----------------------------------------
Witness Name                            Witness Name


-------------------------------------   ----------------------------------------
Witness Occupation                      Witness Occupation


-------------------------------------   ----------------------------------------
Witness Address                         Witness Address

                                                                          page 2

<PAGE>

                                                           Sale of Business Agmt

Signed for and on behalf of
Pacific Dunlop Holdings (NZ) Limited
by two of its directors in the presence of:


-------------------------------------   ----------------------------------------
Director                                Director


-------------------------------------   ----------------------------------------
Witness Signature                       Witness Signature


-------------------------------------   ----------------------------------------
Witness Name                            Witness Name


-------------------------------------   ----------------------------------------
Witness Occupation                      Witness Occupation


-------------------------------------   ----------------------------------------
Witness Address                         Witness Address


Signed for and on behalf of the Trustees
of the PACIFIC DUNLOP (NZ) SUPERANNUATION
SCHEME by MICHAEL NEILL PHELAN and
JEFFREY WARD TAYLOR acting under the authority of the Trustees
pursuant to clause 2(c) and clause 13(k) of the Trust Deed


-------------------------------------   ----------------------------------------
Michael Neill Phelan                    Jeffrey Ward Taylor


-------------------------------------   ----------------------------------------
Witness Signature                       Witness Signature


-------------------------------------   ----------------------------------------
Witness Name                            Witness Name

                                                                          page 3

<PAGE>

                                                           Sale of Business Agmt


-------------------------------------   ----------------------------------------
Witness Occupation                      Witness Occupation


-------------------------------------   ----------------------------------------
Witness Address                         Witness Address

                                                                          page 4