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                                                                    EXHIBIT 4.11

SHARE SALE AGREEMENT

BONDS INDUSTRIES LIMITED

Pacific Dunlop Limited

and

Pacific Brands Holdings Pty Ltd

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                                               5
         1.3      Business Day                                                 6
         1.4      Conflict                                                     6

2        Sale and purchase                                                     6

         2.1      Sale of shares                                               6
         2.2      Associated rights                                            6

3        Purchase Price                                                        7

         3.1      Amount                                                       7
         3.2      Payment at Completion                                        7
         3.3      Final payment                                                7

4        Completion                                                            7

         4.1      Date for Completion                                          7
         4.2      Delivery of documents                                        7
         4.3      Board meetings                                               8
         4.4      Buyer's obligations at completion                            8
         4.5      Interdependence                                              8
         4.6      Conduct until Shares are registered                          9

5        Before Completion                                                     9

         5.1      Carrying on Business                                         9
         5.2      Treatment of Cash in Hand                                   10
         5.3      Inter Company Debt                                          10
         5.4      Strategic Investment Programme                              10

6        After Completion                                                     10

         6.1      Obligations relating to Taxes or Duties                     10
         6.2      Consultation                                                10
         6.3      Indemnity                                                   10

7        Warranties                                                           11

8        Limitation of liability                                              11

9        Competition                                                          11

         9.1      Undertaking                                                 11
         9.2      Acquisition of interests in competing Businesses            11
         9.3      Exclusion from restraint                                    12
         9.4      Related Corporations                                        12
         9.5      Severability                                                12

10       Release of guarantees                                                12

11       Guarantee and indemnity - Seller                                     13

         11.1     Guarantee                                                   13
         11.2     Indemnity                                                   13
         11.3     Extent of guarantee and indemnity                           13

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         11.4     Continuing guarantee and indemnity                          13
         11.5     Warranties of the Guarantor                                 14
         11.6     Rights                                                      14

12       Guarantee and Indemnity - Buyer                                      14

         12.1     Guarantee                                                   14
         12.2     Indemnity                                                   14
         12.3     Extent of guarantee and indemnity                           14
         12.4     Continuing guarantee and indemnity                          15
         12.5     Warranties of the Buyer Guarantor                           15
         12.6     Rights                                                      15

13       Superannuation                                                       15

         13.1     Membership of Buyer's Fund                                  15
         13.2     Transfer                                                    16
         13.3     Calculation of Accrued Benefit Values                       16
         13.4     Payment of Accrued Benefit Values                           17
         13.5     Undertakings by Buyer and Seller                            18

Schedule 1 - Share Details                                                    20

Schedule 2 - Warranties                                                       21
1        Buyer Authorised                                                     21

Schedule 3 - Disclosure Schedule                                              37

Schedule 4 - Intellectual Property Rights                                     38

Schedule 5 - Superannuation Funds                                             39

Schedule 6 - Contracts                                                        40

Schedule 7 - Guarantees                                                       41

Schedule 8 - Employees                                                        42

Schedule 9 - Plant and Equipment                                              43

Schedule 10 - Assets Leases                                                   44

Schedule 11 - Properties                                                      45

Schedule 12 - Inter Company Debts                                             46

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THIS SHARE SALE AGREEMENT

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

RECITALS

          A.   The Seller is the owner of the Shares.

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

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

          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:

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

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

          Accounts Date means 30 June 2001;

          Accrued Benefit Value means the total amount accumulated or accrued in
          respect of a Member under the governing rules of the Seller's Fund as
          at the Completion Date, calculated in accordance with clause 13.3;

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

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

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

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

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

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

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

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

          Buyer Guarantor means the company specified in part 8 of schedule 1;

          Buyer's Fund means the Buyer's superannuation fund established or
          nominated by the Buyer for the purpose of clause 13;

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

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

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

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

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

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

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

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

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

          (a)  the Assets Leases; and

          (b)  leases in relation to the Leased Properties;

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

          Dollars, A$ and $ means Australian dollars;

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

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

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

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

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

          External Funds means the superannuation schemes listed in part 2 of
          schedule 5;

          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 the date of this agreement and at
          Completion;

          Freehold Properties means the freehold land owned by the Company and
          more particularly described in part 1 of schedule 11;

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

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

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

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

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

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

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

          immediately before Completion;

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

          Leased Properties means the properties leased under the Property
          Leases;

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

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

          Member means an Employee who is a member of the Seller's Fund
          immediately before the Completion Date;

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

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

          Properties means the Leased Properties and the Freehold Properties;

          Property Leases means the leases of real property listed in part 2 of
          schedule 11;

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

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

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

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

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

          Seller's Actuary means a qualified actuary nominated by the Seller for
          the purposes of clause 13.3;

          Seller's Fund means the superannuation fund listed in part 1 of
          schedule 5;

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

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

          SIP Registrations means the registrations of the Company for the
          financial years ended 2001 and 2002 under the SIP Scheme;

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

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

          Tangible Assets means Plant and Equipment and Stock;

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

          Tax Law means any law relating to Tax;

          Transfer Date means:

          (a)  the date agreed by the Seller and the Buyer for this purpose, not
               being earlier than the Completion Date; or

          (b)  if the Buyer and Seller do not agree a date for the purposes of
               paragraph (a) of this definition within one month of the
               Completion Date, the date which is three months after the
               Completion Date; and

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

    1.2   INTERPRETATION

          In this agreement, unless the context otherwise requires:

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

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

          (c)  words importing a gender include any gender;

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

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

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

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

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               includes all regulations, proclamations, ordinances and by-laws
               issued under that statute;

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

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

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

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

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

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

    1.3   BUSINESS DAY

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

    1.4   CONFLICT

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

2   SALE AND PURCHASE

    2.1   SALE OF SHARES

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

    2.2   ASSOCIATED RIGHTS

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

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3   PURCHASE PRICE

    3.1   AMOUNT

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

    3.2   PAYMENT AT COMPLETION

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

    3.3   FINAL PAYMENT

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

4   COMPLETION

    4.1   DATE FOR COMPLETION

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

    4.2   DELIVERY OF DOCUMENTS

          At Completion, the Seller must deliver to the Buyer:

          (a)  original share certificates for the Shares;

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

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

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

          (e)  all original documents of title in relation to the Freehold
               Properties and Intellectual Property Rights;

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

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          (g)  evidence that the Company has transferred its shares in Mt
               Waverley Estates Pty Ltd ACN 004 552 694 to a member of the PDL
               Group which is not being sold as part of the sale of the Pacific
               Brands Business;

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

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

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

    4.3   BOARD MEETINGS

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

          (a)  approval of the registration of the Buyer as the holder of the
               Shares in the books of the Company;

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

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

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

    4.4   BUYER'S OBLIGATIONS AT COMPLETION

          At Completion the Buyer must:

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

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

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

          (d)  deliver to the Seller evidence obtained by it that it has
               replaced the Guarantee as required under clause 10(c).

    4.5   INTERDEPENDENCE

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

          (b)  Subject to clause 4 of the Co-ordination Agreement, all actions
               at Completion under this agreement and completion under each
               other Linked Transaction Agreement will be deemed to take place
               simultaneously and

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               no delivery or payment will be deemed to have been made until all
               deliveries and payments under the Linked Transaction Agreements
               due to be made at or immediately after completion (as defined in
               each Linked Transaction Agreement) have been made.

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

    4.6   CONDUCT UNTIL SHARES ARE REGISTERED

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

5   BEFORE COMPLETION

    5.1   CARRYING ON BUSINESS

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

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

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

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

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

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

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

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

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

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

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

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          (k)  alter its constitution,

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

    5.2   TREATMENT OF CASH IN HAND

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

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

    5.3   INTER COMPANY DEBT

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

    5.4   STRATEGIC INVESTMENT PROGRAMME

          The parties acknowledge that their respective entitlements to receive
          the benefit of any amounts received under the SIP Scheme in respect of
          the SIP Registrations, are set out in the Co-ordination Agreement.

6   AFTER COMPLETION

    6.1   OBLIGATIONS RELATING TO TAXES OR DUTIES

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

    6.2   CONSULTATION

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

    6.3   INDEMNITY

          The Seller indemnifies and holds the Buyer harmless from and against
          all reasonable costs and expenses associated with the claim against
          the Company described as the Footwear Import Group/Loscam Pallet
          claim, details of which are

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          contained in the Data Room (Footwear Import Group Folder, section 4.1,
          document 100426).

7   WARRANTIES

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

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

8   LIMITATION OF LIABILITY

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

9   COMPETITION

    9.1   UNDERTAKING

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

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

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

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

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

    9.2   ACQUISITION OF INTERESTS IN COMPETING BUSINESSES

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

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

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

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

    9.3   EXCLUSION FROM RESTRAINT

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

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

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

    9.4   RELATED CORPORATIONS

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

    9.5   SEVERABILITY

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

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

10  RELEASE OF GUARANTEES

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

          (b)  If the Buyer is unable to secure the release under clause 10(a),
               then the Buyer must pay the Seller an amount equal to any Loss
               which the Seller or any Related Corporation of the Seller pays,
               suffers, incurs, or is liable for

                                                                         page 12

<PAGE>

               in relation to any Guarantee or Encumbrance referred to in clause
               10(a) which relates to any act or omission of the Company after
               Completion.

          (c)  In the case of the Guarantee provided in favour of the WorkCover
               Authority of New South Wales (Authority), the Buyer agrees to
               procure the replacement of that Guarantee by a Related
               Corporation acceptable to the Authority and in accordance with
               the requirements of the Authority, at or as soon as practicable
               after Completion.

11  GUARANTEE AND INDEMNITY - SELLER

    11.1  GUARANTEE

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

    11.2  INDEMNITY

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

    11.3  EXTENT OF GUARANTEE AND INDEMNITY

          (a)  This clause 11 applies:

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

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

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

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

          (d)  This clause 11 applies:

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

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

    11.4  CONTINUING GUARANTEE AND INDEMNITY

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

                                                                         page 13

<PAGE>

    11.5  WARRANTIES OF THE GUARANTOR

          The Guarantor represents and warrants to the Buyer that:

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

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

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

               (2)  the constitution of the Guarantor; or

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

    11.6  RIGHTS

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

12  GUARANTEE AND INDEMNITY - BUYER

    12.1  GUARANTEE

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

    12.2  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.

    12.3  EXTENT OF GUARANTEE AND INDEMNITY

          (a)  This clause 12 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 12
               extend to any change in the obligations of the Buyer as a result
               of any amendment, supplement, renewal or replacement of this
               agreement.

                                                                         page 14

<PAGE>

          (c)  This clause 12 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 12 applies:

               (1)  regardless of whether the Buyer Guarantor is aware of, or
                    has consented to, or is given notice of, any amendment,
                    supplement, renewal or replacement of any agreement to which
                    the Seller 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.

    12.4  CONTINUING GUARANTEE AND INDEMNITY

          This clause 12 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.

    12.5  WARRANTIES OF THE BUYER 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.

    12.6  RIGHTS

          The Buyer Guarantor waives any right it has of first requiring any of
          the Seller Group Companies to commence proceedings or enforce any
          other right against the Buyer or any of the Buyer Group Companies or
          any other person before claiming under this clause 12.

13  SUPERANNUATION

    13.1  MEMBERSHIP OF BUYER'S FUND

          Within three months (or any longer period agreed between the Buyer and
          the Seller) after the Completion Date, the Buyer will ensure that each
          Member becomes a member of the Buyer's Fund in accordance with clause
          13.2 with effect from the Completion Date on terms and conditions
          which provide:

                                                                         page 15

<PAGE>

          (a)  in respect of the period after the Completion Date, benefits in
               respect of each Member which in the aggregate are of amounts and
               payable on conditions no less favourable than those that would
               have been provided in respect of the Member under the governing
               rules of the Seller's Fund in force on the Completion Date; and

          (b)  that the Accrued Benefit Value of each Member transferred to the
               Buyer's Fund in accordance with clause 13.2 will be:

               (1)  a fully vested benefit equal to the Member's Accrued Benefit
                    Value and adjusted to take account of the earnings and
                    expenses of the Buyer's Fund after the date that the Accrued
                    Benefit Value is transferred to the Buyer's Fund;

               (2)  taken account of in another manner that complies with the
                    "successor fund" requirements of the Superannuation Industry
                    (Supervision) Act 1993 (where the transfer under clause 13.2
                    occurs by way of successor fund transfer), in which case the
                    requirements of clause 12.1(a) are deemed to be satisfied;
                    or

               (3)  taken account of in the Buyer's Fund in a manner agreed to
                    by the Member.

    13.2  TRANSFER

          The Seller must use its best endeavours to ensure that the trustee of
          the Seller's Fund transfers each Member's Accrued Benefit Value from
          the Seller's Fund to the Buyer's Fund (either on the basis of
          obtaining the consent of each Member or on a "successor fund" basis in
          accordance with the Superannuation Industry (Supervision) Act 1993).

    13.3  CALCULATION OF ACCRUED BENEFIT VALUES

          (a)  CALCULATED BY SELLER'S ACTUARY

               The Seller will use all reasonable endeavours to procure that the
               Accrued Benefit Values of Members will be calculated by the
               Seller's Actuary as at the Completion Date in accordance with
               this clause 13.3 and the calculations of the Seller's Actuary
               will be conclusive and binding on the parties.

          (b)  CALCULATION FOR ACCUMULATION BENEFITS

               Where the whole of the normal retirement benefit to be provided
               from the Seller's Fund in respect of a Member under the governing
               rules of the Seller's Fund is calculated on the basis of the
               accumulation of amounts paid or credited in respect of the Member
               with interest or other earnings, the Member's Accrued Benefit
               Value will be the total amount accumulated in respect of the
               Member for that purpose under those governing rules as at the
               Completion Date.

          (c)  CALCULATION FOR DEFINED BENEFITS

               Where clause 13.3(b) does not apply to a Member, the Member's
               Accrued Benefit Value as at the Completion Date will be
               calculated in accordance

                                                                         page 16

<PAGE>

               with the following formula (subject to a minimum of the benefit
               which would have become payable to the Member from the Seller's
               Fund had the Member voluntarily ceased to be an Employee while in
               good health on the Completion Date):

               [ABM X FAS X DF] + AC

               Where:

               ABM  is the benefit multiple accrued in respect of the Member as
                    at the Completion Date in relation to the period before that
                    date for the purpose of calculating the normal retirement
                    benefit to be provided from the Seller's Fund if the Member
                    ceased to be an employee on attaining the normal retirement
                    date in terms of the governing rules of the Seller's Fund,
                    calculated using the defined benefit accrual rate or rates
                    applicable in respect of that period under those governing
                    rules and including any initial retirement benefit multiple
                    granted in respect of the Member upon the Member
                    transferring into the Seller's Fund from another fund or
                    benefit arrangement.

               FAS  is the Member's Final Average Salary (as defined in the
                    governing rules of the Seller's Fund) as at the Completion
                    Date.

               DF   is (1/1.03)/55-age/, where age denotes the Member's age at
                    the Completion Date (and where DF is 1 at age 55 or older).

               AC   is, to the extent that the retirement benefit of the Member
                    under the Seller's Fund is not calculated on a defined
                    benefit basis but on the basis of the accumulation of
                    amounts paid or credited in respect of the Member with
                    interest or other earnings, the total amount accumulated in
                    respect of the Member for that purpose under the governing
                    rules of the Seller's Fund as at the Completion Date.

    13.4  PAYMENT OF ACCRUED BENEFIT VALUES

          (a)  The Seller will use all reasonable endeavours to ensure that on
               or before the day which is 10 Business Days after the later of:

               (1)  the Transfer Date; and

               (2)  the date on which the Accrued Benefit Values of Members have
                    been calculated,

               the trustee of the Seller's Fund pays the Accrued Benefit Values
               of Members to the trustee of the Buyer's Fund, adjusted for
               interest in respect of the period between the Completion Date and
               the date the amount is paid at the rate which applies under the
               governing rules of the Seller's Fund as at the date in clause
               13.4(a)(2) for the purpose of determining relevant benefits which
               are payable from the Seller's Fund.

                                                                         page 17

<PAGE>

          (b)  The interest payable under clause 13.4(a) accrues from day to
               day.

          (c)  The Accrued Benefit Values and any interest payable under clause
               13.4(a) will be paid in immediately available funds except to the
               extent that the trustee of the Buyer's Fund agrees to accept
               other assets in whole or partial satisfaction of those amounts
               and, to the extent that the trustee of the Buyer's Fund agrees to
               accept other assets, the calculation of the relevant amounts
               under this clause 13.4 will be based on the value of those assets
               as agreed between the trustee of the Seller's Fund and the
               Buyer's Fund.

    13.5  UNDERTAKINGS BY BUYER AND SELLER

          (a)  SELLER TO PROVIDE INFORMATION

               The Seller will provide, and will use all reasonable endeavours
               to ensure that the trustee of the Seller's Fund provides, to the
               Buyer and to the trustee of the Buyer's Fund any information
               reasonably required by them to give effect to this clause 13.

          (b)  NO ALTERATION TO BENEFITS

               As from the date of this agreement the Buyer and the Seller will
               use all reasonable endeavours to ensure that no action is taken,
               discretion exercised or omission occurs which would:

               (1)  alter the level of benefits or contributions in respect of a
                    Member under the governing rules of the Seller's Fund from
                    the level applicable immediately before the date of this
                    agreement;

               (2)  alter the rights or liabilities of the Company under the
                    governing rules of the Seller's Fund from those which
                    existed immediately before the date of this agreement; or

               (3)  alter any Accrued Benefit Value,

               except:

               (4)  to the extent reasonably necessary to secure or better
                    secure a concession or relief in respect of any duty or Tax
                    or to avoid a penalty, detriment or disadvantage under a law
                    affecting the Seller's Fund; or

               (5)  with the consent of the Buyer.

          (c)  LIMITATIONS CONCERNING THE COMPANY'S EMPLOYEES

               The Buyer and the Seller will use all reasonable endeavours to
               ensure that:

               (1)  no employee of the Company is admitted as a member of the
                    Seller's Fund after the Completion Date;

               (2)  the Seller and the Company comply with the governing rules
                    of the Seller's Fund at all material times after the date of
                    this agreement; and

               (3)  the Company permanently ceases to contribute to the Seller's
                    Fund in respect of each Employee on the Completion Date.

                                                                         page 18

<PAGE>

          (d)  COMPANY TO PROVIDE INFORMATION

               The Buyer will provide and will ensure that, after the Completion
               Date, the Company provides, and will use all reasonable
               endeavours to ensure that the trustee of the Buyer's Fund
               provides, to the Seller and to the trustee of the Seller's Fund
               any information reasonably required by them to give effect to
               clause 13.

          (e)  BUYER'S FUND GOVERNING RULES

               The Buyer will use all reasonable endeavours to ensure that the
               governing rules of the Buyer's Fund contain provisions to the
               extent necessary to give effect to clause 13.

          (f)  DEATH AND DISABILITY BENEFIT PROTECTIONS

               (1)  The Buyer will secure in respect of each Member a benefit on
                    his or her death or total and permanent disablement while
                    employed by the Buyer or the Company (as applicable) between
                    the Completion Date and the date he or she becomes a member
                    of the Buyer's Fund pursuant to clause 13.1.

               (2)  The amount of the benefit to be provided under clause
                    13.5(f)(1) must be at least equal to:

                    (A)  the value of the benefit which would have been payable
                         from the Seller's Fund if the Member had died or become
                         totally and permanently disabled immediately before the
                         Completion Date,

                    less:

                    (B)  amounts paid or payable to or in respect of the Member
                         from the Seller's Fund, as applicable, (whether as a
                         result of the Member's transfer to the Buyer's Fund or
                         the Member's death or total and permanent disablement).

          (g)  BUYER'S FUND TO BE A COMPLYING SUPERANNUATION FUND

               The Buyer will use all reasonable endeavours to ensure that the
               Buyer's Fund is a "complying superannuation fund" in terms of
               Part IX of the Income Tax Assessment Act 1936 (as amended or
               replaced from time to time).

                                                                         page 19

<PAGE>

SCHEDULE 1 - SHARE DETAILS

               [Schedules 1 and 3-12 to be provided separately]

                                                                         page 20

<PAGE>

SCHEDULE 2 - WARRANTIES

PART 1 - BUYER'S WARRANTIES

1   BUYER AUTHORISED

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

2   POWER TO BUY

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

3   NO LEGAL IMPEDIMENT

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

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

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

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

4   NO LIQUIDATION OR WINDING-UP

    The Buyer has not gone into liquidation nor passed a winding-up resolution
    nor received or published a notice under sections 601AA or 601AB of the
    Corporations Act.

5   NO PETITION

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

6   NO WRIT OF EXECUTION

    No writ of execution has issued against the Buyer.

                                                                         page 21

<PAGE>

7   NO RECEIVER OR ADMINISTRATOR

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

8   KNOWLEDGE OF BUYER

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

                                                                         page 22

<PAGE>

PART 2 - SELLER'S WARRANTIES

1   AUTHORITIES

    1.1   SELLER AUTHORISED

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

    1.2   POWER TO SELL

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

    1.3   NO LEGAL IMPEDIMENT

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

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

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

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

    1.4   CORPORATE POWER

          The Company:

          (a)  is validly existing and in good standing;

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

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

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

    1.5   CONSTITUTION

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

    1.6   CORPORATE NAME

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

                                                                         page 23

<PAGE>

2   COMPLIANCE WITH LAW

    2.1   COMPLIANCE WITH LAW

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

    2.2   AUTHORISATIONS

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

3   SHARES AND CAPITAL

    3.1   TITLE

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

    3.2   ISSUED CAPITAL

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

    3.3   FULLY PAID

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

    3.4   ISSUE OF OTHER SECURITIES

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

4   POSITION SINCE THE ACCOUNTS DATE

    4.1   POST ACCOUNTS DATE

          Since the Accounts Date the Company has not:

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

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

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

                                                                         page 24

<PAGE>

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

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

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

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

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

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

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

          (k)  altered its constitution,

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

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

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

    4.2   SUPPLIERS/CUSTOMERS

          Since the Accounts Date:

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

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

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

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

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

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

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

                                                                         page 25

<PAGE>

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

5   TANGIBLE ASSETS

    5.1   TITLE TO ASSETS

          All material Tangible Assets are:

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

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

    5.2  ASSETS NOT OWNED

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

    5.3   PLANT AND EQUIPMENT

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

          (a)  in good working order;

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

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

6   ENCUMBRANCES

    6.1   OWNERSHIP OF SHARES

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

    6.2   DISCHARGES BY COMPLETION

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

7   INTELLECTUAL PROPERTY RIGHTS

    7.1   SCOPE

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

                                                                         page 26

<PAGE>

    7.2   OWNERSHIP AND USE

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

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

    7.3   NO THIRD PARTY RIGHTS

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

    7.4   NO INFRINGEMENT

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

    7.5   DISPUTES

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

    7.6   ROYALTIES/FEES

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

8   ASSETS LEASES

    8.1   NATURE

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

    8.2   NO DEFAULT

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

    8.3   VALIDITY

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

          (a)  is valid and subsisting;

          (b)  has not been amended or modified; and

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

                                                                         page 27

<PAGE>

    8.4   ASSETS LEASES USED IN THE BUSINESS

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

9   CONTRACTS

    9.1   NATURE OF CONTRACTS

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

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

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

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

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

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

          (f)  are distribution or agency agreements;

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

    9.2   NO DEFAULT

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

    9.3   FOREIGN CURRENCY

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

    9.4   COPIES OF CONTRACTS

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

    9.5   TAXES

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

                                                                         page 28

<PAGE>

10  PROPERTIES

    10.1  COMPANY'S INTEREST

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

    10.2  OCCUPATION AND USE

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

    10.3  NO BREACH

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

    10.4  NO NOTICES

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

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

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

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

    10.5  ADVERSE RIGHTS

          (a)  So far as the Seller is aware, the Company 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, none of the Freehold Properties are:

               (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, licenses or Encumbrances; or

               (3)  the subject of any claim notified to the Company 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

                                                                         page 29

<PAGE>

                    have a material and adverse effect on the current use of the
                    Freehold Properties in the Business.

    10.6  PROPERTY DETAILS

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

    10.7  PROPERTY DISCLOSURE

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

    10.8  DISPUTES

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

    10.9  FREEHOLD PROPERTIES

          In relation to the Freehold Properties:

          (a)  the Company is the registered holder and beneficial owner of the
               Freehold Property;

          (b)  all rates, Taxes and levies (including land tax) applicable to
               the Freehold Property have been paid; and

          (c)  the Company has not sold, agreed to sell, granted any option to
               sell, lease or sublease or agreed to lease or sublease any of the
               Freehold Property.

    10.10 PROPOSED DISPOSAL

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

    10.11 PROPERTY LEASE DISCLOSURE

          In relation to the Property Leases, particulars of which are set out
          in part 2 of schedule 11:

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

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

    10.12 TERMINATION NOTICE

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

    10.13 ASSIGNMENT

          Neither the Company nor the Seller:

                                                                         page 30

<PAGE>

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

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

11  OFFERS OUTSTANDING

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

12  SHAREHOLDINGS

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

13  MEMBERSHIPS

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

14  EMPLOYEES

    14.1  LIST OF EMPLOYEES COMPLETE

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

    14.2  INCENTIVE SCHEMES

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

    14.3  SERVICE AGREEMENTS

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

    14.4  MANAGEMENT AGREEMENTS

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

                                                                         page 31

<PAGE>

    14.5  DISPUTES

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

    14.6  COMPLIANCE

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

    14.7  COMPLIANCE

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

    14.8  DISCLOSURE

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

15  SUPERANNUATION

    15.1  LIST OF SUPERANNUATION SCHEMES COMPLETE

          The Seller's Fund and the External Funds are the only superannuation
          schemes or pension arrangements to which the Company makes
          contributions in respect of the Employees.

    15.2  GOVERNING RULES OF THE SELLER'S FUND

          Any copy of the governing rules of the Seller's Fund supplied to the
          Buyer on or before the date of this agreement is a true and complete
          copy.

    15.3  FUNDING

          The Company has paid all contributions due by it to the Seller's Fund
          and each External Fund in respect of the Employees.

    15.4  ACCRUED BENEFIT VALUES

16  THERE ARE SUFFICIENT ASSETS IN THE SELLER'S FUND TO SUPPORT THE TRANSFER OF
    EACH EMPLOYEE'S ACCRUED BENEFIT VALUE.LITIGATION

    16.1  NOT A PARTY TO ANY LITIGATION

          The Company is not:

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

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

                                                                         page 32

<PAGE>

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

    16.2  NO CIRCUMSTANCES

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

17  [NOT USED]


18  SOLVENCY

    18.1  NO LIQUIDATION OR WINDING-UP

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

    18.2  NO PETITION

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

    18.3  NO WRIT OF EXECUTION

          No writ of execution has issued against the Company.

    18.4  NO RECEIVER OR ADMINISTRATOR

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

    18.5  PAYMENT OF DEBTS

          The Company:

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

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

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

    18.6  LIQUIDATION

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

    18.7  PETITION

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

                                                                         page 33

<PAGE>

    18.8  WRIT OF EXECUTION

          No writ of execution has issued against the Seller.

    18.9  RECEIVER MANAGER

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

19  INSURANCE

    19.1  POLICIES

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

20  INFORMATION

    20.1  WRITTEN INFORMATION

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

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

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

    20.2  ACCURACY

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

21  BUSINESS RECORDS

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

22  TAXES AND DUTIES

    22.1  TAX PAID

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

                                                                         page 34

<PAGE>

    22.2  SINCE ACCOUNTS DATE

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

    22.3  PROVISION IN ACCOUNTS

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

    22.4  WITHHOLDING TAX

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

    22.5  RECORDS

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

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

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

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

    22.6  RETURNS SUBMITTED

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

    22.7  RETURNS ACCURATE

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

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

          (b)  has been submitted on time.

    22.8  COPIES ACCURATE

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

    22.9  NO DISPUTES

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

                                                                         page 35

<PAGE>

23  SELLER'S KNOWLEDGE

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

24  EFFECT OF SALE OF SHARES

    24.1  CUSTOMERS/SUPPLIER RELATIONSHIPS

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

    24.2  EFFECT OF SALE

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

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

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

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

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

25  TRADE PRACTICES

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

26  LIABILITY UNDER ASSET AND OTHER SALE AGREEMENTS

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

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

    (b)   pay any moneys under any indemnity,

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

                                                                         page 36

<PAGE>

SCHEDULE 3 - DISCLOSURE SCHEDULE

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

             Seller Warranty Number        Matter Disclosed

                                                                         page 37

<PAGE>

SCHEDULE 4 - INTELLECTUAL PROPERTY RIGHTS

PART 1 - INTELLECTUAL PROPERTY RIGHTS OWNED BY THE COMPANY


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


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

                                                                         page 38

<PAGE>

SCHEDULE 5 - SUPERANNUATION FUNDS

                                                                         page 39

<PAGE>

SCHEDULE 6 - CONTRACTS

PART 1 - CONTRACTS


PART 2 - FOREIGN EXCHANGE CONTRACTS

                                                                         page 40

<PAGE>

SCHEDULE 7 - GUARANTEES

                                                                         page 41

<PAGE>

SCHEDULE 8 - EMPLOYEES

                                                                         page 42

<PAGE>

SCHEDULE 9 - PLANT AND EQUIPMENT

                                                                         page 43

<PAGE>

SCHEDULE 10 - ASSETS LEASES

                                                                         page 44

<PAGE>

SCHEDULE 11 - PROPERTIES

PART 1 - FREEHOLD PROPERTIES


PART 2 - LEASED PROPERTIES

                                                                         page 45

<PAGE>

SCHEDULE 12 - INTER COMPANY DEBTS

                                                                         page 46

<PAGE>

EXECUTED AS AN AGREEMENT:


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

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

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


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

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


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


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

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


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

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


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

                                                                         page 47