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                                                                     EXHIBIT 4.7

SHARE SALE AGREEMENT

PACIFIC DUNLOP HOLDINGS (HONG KONG) LIMITED

Pacific Dunlop Limited

P.D. International Pty Ltd

and

PB Holdings NV


[LOGO OF FREEHILLS]

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

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

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

Reference NJW:BAE

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TABLE OF CONTENTS

Clause                                                                      Page

1        Definitions and interpretation                                        1

         1.1      Definitions                                                  1
         1.2      Interpretation                                               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                                                        6

         3.1      Amount                                                       6
         3.2      Payment at Completion                                        6
         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                                              9
         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

6        After Completion                                                     10

         6.1      Obligations relating to Taxes or Duties                     10
         6.2      Consultation                                                10
         6.3      Indemnities                                                 11

7        Warranties                                                           11

8        Limitation of liability                                              11

9        Competition                                                          12

         9.1      Undertaking                                                 12
         9.2      Acquisition of interests in competing Businesses            12
         9.3      Exclusion from restraint                                    12
         9.4      Related Corporations                                        13
         9.5      Severability                                                13

10       Release of guarantees                                                13

11       Guarantee and indemnity                                              13

         11.1     Guarantee                                                   13
         11.2     Indemnity                                                   13
         11.3     Extent of guarantee and indemnity                           14
         11.4     Continuing guarantee and indemnity                          14

                                                                          page 1

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         11.5     Warranties of the Guarantor                                 14
         11.6     Rights                                                      14

12       Change of company names                                              15

Schedule 1 - Share Details                                                    16

Schedule 2 - Warranties                                                       18

Schedule 3 - Disclosure Schedule                                              36

Schedule 4 - Intellectual Property Rights                                     37

Schedule 5 - Superannuation funds                                             38

Schedule 6 - Contracts                                                        39

Schedule 7 - Guarantees                                                       41

Schedule 8 - Employees                                                        42

Schedule 9 - Plant and Equipment                                              44

Schedule 10 - Assets Leases                                                   45

Schedule 11 - Properties                                                      46

Schedule 12 - Inter Company Debts                                             47

                                                                          page 2

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THIS SHARE SALE AGREEMENT

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

RECITALS

              A.    The Seller is the owner of the Shares.

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

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

THE PARTIES AGREE

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

1      DEFINITIONS AND INTERPRETATION

       1.1    DEFINITIONS

              In this agreement:

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

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

              Accounts Date means 30 June 2001;

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

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

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

              Business means the business carried on by the Company Group as
              more particularly described in part 8 of schedule 1;

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

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

                                                                          page 1

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              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'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 any member of the Company Group;

              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;

              Company Group means the Company and the Company Subsidiaries;

              Company Subsidiaries means the companies specified in part 5 of
              schedule 1;

              Company Subsidiary Shares means the shares in the capital of the
              Company Subsidiaries as described in the columns headed "Shares
              legally owned by a member of the Company Group" and "Shares held
              on behalf of a member of the Company Group" in part 7 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 a member of the Company
              Group is a party and which are, wholly or partly, executory as at
              the Completion Date, including, but not limited to, those listed
              in part 1 of schedule 6, but excludes:

              (a)   the Assets Leases; and

              (b)   leases in relation to the Properties;

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

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

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

              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 Group listed in
              schedule 8 who is still employed in the Business as at the
              Completion Date;

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

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

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

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

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

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

              Intellectual Property Rights means the rights and interests of the
              Company Group 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 a member of the Company Group to a member of the PDL
                    Group (except in that member's capacity as an entity
                    carrying on any part of the Pacific Brands Business); or

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

              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;

              Investment Company means Dunlop Slazenger (Philippines) Inc;

              Investment Company Shares means the shares in the Investment
              Company described in the columns headed "Legally owned by the
              Company" and "Shares held on behalf of the Company" in part 9 of
              schedule 1;

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

                                                                          page 3

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

              Nominee Holders means the persons who hold Shares, Company
              Subsidiary Shares and Investment Company Shares as nominees, as
              specifically described in the columns headed "Shares held on
              behalf of the Seller" or "Shares held on behalf of a member of the
              Company Group" (as the case may be) in parts 6, 7 and 9 of
              schedule 1;

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

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

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

              Plant and Equipment means the plant, equipment, machinery, tools,
              furniture, fittings, lease hold improvements and motor vehicles
              owned by a member of the Company Group 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 clause by this agreement or any applicable law;

              Properties means the properties leased under the Property Leases;

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

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

              Records means all original and copy records, documents, books,
              files, reports, accounts, plans, correspondence, letters and
              papers of every description and other material regardless of their
              form or medium and whether coming into existence before, on or
              after the date of this agreement, belonging or relating to or used
              by a member of the Company Group 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;

              Shares means all the issued shares in the capital of the Company,
              as specified in the column headed "Issued Capital" in part 6 of
              schedule 1;

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

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

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

              Stock means the stock of the Business owned by a member of the
              Company Group 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;

                                                                          page 4

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              Superannuation Funds means the superannuation funds to which a
              member of the Company Group makes contributions in respect of the
              Employees as listed in schedule 5;

              Tangible Assets means Plant and Equipment and Stock;

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

              Tax Law means any law relating to Tax;

              Uncertificated Shares means 1 share held by Ross Taylor and 24,119
              shares owned by the Company in the Investment Company, in respect
              of which there are no current share certificates; 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 includes all
                    regulations, proclamations, ordinances and by-laws issued
                    under that statute;

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

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

              (j)   no 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;

                                                                          page 5

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

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

       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 (or a nominee of 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.

3      PURCHASE PRICE

       3.1    AMOUNT

              The Purchase Price is the value ascribed to the Company Group 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.

                                                                          page 6

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       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, Company
                    Subsidiary Shares and Investment Company Shares (excluding
                    the Uncertificated Shares);

              (b)   duly completed instruments of transfer and sold notes in
                    respect of the Shares to the Buyer (and the Buyer's nominee)
                    executed by the Seller (and the Seller's nominee);

              (c)   in respect of the Company Subsidiary Shares which are
                    registered in the names of Nominee Holders, duly completed
                    instruments of transfer and sold notes;

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

              (e)   the original certificates of incorporation or registration
                    of each member of the Company Group;

              (f)   all original documents of title in relation to the
                    Intellectual Property Rights;

              (g)   the written resignations of all directors and the secretary
                    of each member of the Company Group (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 Graham Robert Nurse, Stephen Yean
                    Ing Yong, Anita Man Ping Chan, Stephen James Tierney and
                    Secreco Limited, to be effective on the appointment of the
                    directors to be appointed at the Board meetings to be
                    convened under clause 4.3;

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

              (i)   a duly executed deed of consent between Alwero Holdings (HK)
                    Ltd, Pacific Brands Marketing (Hong Kong) Limited and
                    Pacific Dunlop

                                                                          page 7

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                    Brands (Asia) Limited (in a form agreed between those
                    parties) in respect of the shares in Pacific Brands
                    Marketing (Hong Kong) Limited;

              (j)   all Records, which must be complete and up to date (by
                    constructive delivery at the premises of each member of the
                    Company Group); and

              (k)   duly executed instruments of change of name for the Company
                    and Pacific Dunlop Brands (Asia) Limited.

       4.3    BOARD MEETINGS

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

              (a)   subject to stamping and due completion of the documents in
                    clause 4.2(b), approval of the instruments of transfer and
                    bought and sold notes in respect of the Shares and approval
                    of the registration of the Buyer (and the Buyer's nominee)
                    as the holder of the Shares in the books of the Company;

              (b)   subject to stamping and due completion of the documents in
                    clause 4.2(c) in respect of the Company Subsidiaries,
                    approval by the Company Subsidiaries of the instruments of
                    transfer and bought and sold notes in respect of the Company
                    Subsidiary Shares as are registered in the names of Nominee
                    Holders and approval of the registration of the Buyer (or
                    its nominee) as the holder of those shares in the books of
                    the relevant Company Subsidiary;

              (c)   acceptance of the resignations provided by the Seller in
                    clause 4.2(g) of directors and secretary for each member of
                    the Company Group and appointment of the nominees of the
                    Buyer as directors and secretary for each member of the
                    Company Group;

              (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; and

              (e)   approval by the Company and Pacific Dunlop Brands (Asia)
                    Limited to change the name of those companies to names
                    nominated by the Buyer, in accordance with clause 12.

       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 or procure that the Buyer's nominee execute the
                    instruments of transfer of Shares and Company Subsidiary
                    Shares delivered by the Seller pursuant to clauses 4.2(b)
                    and 4.2(c);

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

                                                                          page 8

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       4.5    INTERDEPENDENCE

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

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

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

       4.6    CONDUCT UNTIL SHARES ARE REGISTERED

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

5      BEFORE COMPLETION

       5.1    CARRYING ON BUSINESS

              The Seller will procure that each member of the Company Group 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
              a member of the Company Group 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;

                                                                          page 9

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              (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 member of the Company Group;
                    and

              (k)   alter its constitution,

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

       5.2    TREATMENT OF CASH IN HAND

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

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

       5.3    INTER COMPANY DEBT

              The parties agree that as soon as practicable after Completion,
              they will take such steps as are necessary to procure that any
              Inter Company Debt owing to or by a member of the Company Group is
              extinguished, including but not limited to those Inter Company
              Debts listed in schedule 12. Each party will on request provide to
              the other evidence of any such extinguishment.

6      AFTER COMPLETION

       6.1    OBLIGATIONS RELATING TO TAXES OR DUTIES

              After Completion, the Buyer must procure that each member of the
              Company Group provides the Seller with access to such employees
              and records of the member of the Company Group 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 a member of the Company Group 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.

                                                                         page 10

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       6.3    INDEMNITIES

              (a)   The Seller indemnifies and holds the Buyer (and from
                    Completion, the Company) harmless from and against all Loss
                    associated with all current and future obligations of the
                    Company in respect to the Acquisition Contract between
                    Hangzhou Futong Group Company, Golden Glory Development Ltd,
                    Pacific Dunlop (Asia) Ltd (now known as ADP Limited) and the
                    Company.

              (b)   In relation to the Uncertificated Shares:

                    (1)    the Seller and Buyer acknowledge that at Completion
                           the Company will have beneficial but not legal title
                           to the Uncertificated Shares;

                    (2)    from Completion, the Seller is responsible for, and
                           must take all steps necessary at its cost to, perfect
                           the Company's legal title to the Uncertificated
                           Shares;

                    (3)    the Buyer must provide the Seller with the assistance
                           it reasonably requires in order to meet its
                           obligation in clause 6.3(b)(2), including but not
                           limited to, providing information and records to the
                           Seller and procuring that the Company execute all
                           necessary documents;

                    (4)    the Seller undertakes that neither the Company nor
                           Ross Taylor has effected or purported to effect any
                           transfer, charge, loan, deposit or other dealing of
                           or with the Uncertificated Shares; and

                    (5)    the Seller indemnifies and keeps indemnified the
                           Buyer and the Company from and against all and any
                           actions, claims, demands, costs, charges and expenses
                           whatsoever which may be brought against or incurred
                           by the Buyer or the Company in consequence of any
                           subsequent acceptance and registration of a transfer
                           of any of the Uncertificated Shares without the
                           production of the original certificates for those
                           shares, other than any subsequent transfer effected
                           by the Buyer or the Company.

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.

                                                                         page 11

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9      COMPETITION

       9.1    UNDERTAKING

              In consideration for the respective promises of the Seller and the
              Buyer to each other in this agreement, the Seller undertakes to
              the Buyer that it will not for a period of 5 years, 4 years, 3
              years, 2 years or 1 year after the Completion Date in the Peoples
              Republic of China (including Hong Kong):

              (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 Group to
                    leave the employment or agency of the Company Group;

              (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
                    Group 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 members of the
                    Company Group and its clients, customers, employees or
                    suppliers.

       9.2    ACQUISITION OF INTERESTS IN COMPETING BUSINESSES

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

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

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

              (c)   the Seller or the relevant Related Corporation uses its best
                    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.

                                                                         page 12

<PAGE>

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

11     GUARANTEE AND INDEMNITY

       11.1   GUARANTEE

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

       11.2   INDEMNITY

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

                                                                         page 13

<PAGE>

       11.3   EXTENT OF GUARANTEE AND INDEMNITY

              (a)   This clause 11 applies:

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

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

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

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

              (d)   This clause 11 applies:

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

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

       11.4   CONTINUING GUARANTEE AND INDEMNITY

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

       11.5   WARRANTIES OF THE GUARANTOR

              The Guarantor represents and warrants to the Buyer that:

              (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.

                                                                         page 14

<PAGE>

12     CHANGE OF COMPANY NAMES

              On, or immediately prior to, Completion the Seller will procure
              that the names of the Company and Pacific Dunlop Brands (Asia)
              Limited are changed to names which do not include the words
              "Pacific Dunlop", as follows:

              (a)   Pacific Dunlop Holdings (Hong Kong) Limited to Pacific
                    Brands Holdings (Hong Kong) Limited;

              (b)   Pacific Dunlop Brands (Asia) Limited to Pacific Brands
                    (Asia) Limited.

                                                                         page 15

<PAGE>

SCHEDULE 1 - SHARE DETAILS

       PART 1 - SELLER

       P.D. International Pty Ltd

       PART 2 - BUYER

       PB Holdings NV of 1170 Brussels, Terhulpsesteenweg 166.

       PART 3 - GUARANTOR

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

       PART 4 - COMPANY

       Pacific Dunlop Holdings (Hong Kong) Limited

       PART 5 - COMPANY SUBSIDIARIES

       .    Pacific Dunlop Brands (Asia) Limited

       .    Grosby (China) Limited

       .    Pacific Brands Marketing (Hong Kong) Limited

       PART 6 - SHARES

<TABLE>
<CAPTION>
                                                                                                SHARES HELD ON
                     PLACE OF                                ISSUED        SHARES LEGALLY       BEHALF OF THE
       COMPANY       INCORPORATION    AUTHORISED CAPITAL     CAPITAL       OWNED BY SELLER      SELLER
       -------------------------------------------------------------------------------------------------------
       <S>           <C>              <C>                    <C>           <C>                  <C>
       Pacific       Hong Kong        HK$1,000,000,000       10,129,602    10,129,601 held by   1 (held by
       Dunlop                         (100,000,000 @ HK$10                 P.D. International   S.T.P. (Hong
       Holdings                       per share)                           Pty Ltd              Kong) Limited)
       (Hong Kong)                                                                              (as nominee)
       Limited
</TABLE>

       PART 7 - COMPANY SUBSIDIARY SHARES

<TABLE>
<CAPTION>
                                                                             SHARES LEGALLY       SHARES HELD ON
                                                                             OWNED BY A MEMBER    BEHALF OF A MEMBER
       COMPANY         PLACE OF                                ISSUED        OF THE COMPANY       OF THE COMPANY
       SUBSIDIARY      INCORPORATION    AUTHORISED CAPITAL     CAPITAL       GROUP                GROUP
       -------------------------------------------------------------------------------------------------------------
       <S>             <C>              <C>                    <C>           <C>                  <C>
       Pacific         Hong Kong        $HK500,000 (500,000      500,000     499,999 held by      1 held by S.T.P.
       Dunlop Brands                    @ $HK1 per share)                    Pacific Dunlop       (Hong Kong)
       (Asia) Limited                                                        Holdings (Hong       Limited (as
                                                                             Kong) Limited        nominee)

       Grosby          Hong Kong        $HK22,760,000          2,276,000     2,275,999 held by    1 held by S.T.P.
       (China)                          (2,276,000 @ $HK10                   Pacific Dunlop       (Hong Kong)
       Limited                          per share)                           Holdings (Hong       Limited (as
                                                                             Kong) Limited        nominee)

       Pacific         Hong Kong        $HK1,000,000                   2     1 held by Pacific    Nil
       Brands                           (100,000 @ $HK10 per                 Dunlop Brands
       Marketing                        share)                               (Asia) Limited
</TABLE>

                                                                         page 16

<PAGE>

<TABLE>
<CAPTION>
                                                                             SHARES LEGALLY       SHARES HELD ON
                                                                             OWNED BY A MEMBER    BEHALF OF A MEMBER
       COMPANY         PLACE OF                                ISSUED        OF THE COMPANY       OF THE COMPANY
       SUBSIDIARY      INCORPORATION    AUTHORISED CAPITAL     CAPITAL       GROUP                GROUP
       -------------------------------------------------------------------------------------------------------------
       <S>             <C>              <C>                    <C>           <C>                  <C>
       (Hong Kong)                                                           = 50% ownership
       Limited
</TABLE>

       PART 8 - BUSINESS

       The business carried on by the Company Group comprising the sourcing of
       clothing and footwear, the manufacture of footwear and the marketing of
       clothing goods, but does not include the business carried on by the
       Investment Company.

       PART 9 - INVESTMENT COMPANY SHARES

<TABLE>
<CAPTION>
                                                                                                 SHARES HELD ON BEHALF OF
       NAME OF           PLACE OF                              ISSUED        LEGALLY OWNED BY    A MEMBER OF THE COMPANY
       COMPANY           INCORPORATION    AUTHORISED CAPITAL   CAPITAL       THE COMPANY         GROUP
       ------------------------------------------------------------------------------------------------------------------
       <S>               <C>              <C>                  <C>           <C>                 <C>
       Dunlop            Philippines      PhP125,000,000       8,960,290     298,450 held by     1 held by Ross Taylor
       Slazenger                          (1,250,000 @                       Pacific Dunlop      (as nominee)
       (Philippines)                      PhP100 per share)                  Holdings (Hong
       Inc                                                                   Kong) Limited       1 held by Maurice
                                                                                                 Wulfsohn (as nominee)

                                                                                                 24, 119 held by Pacific
                                                                                                 Dunlop (Asia) Limited
                                                                                                 (now ADP Limited)
</TABLE>

                                                                         page 17

<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 or any similar insolvency law in Belgium.

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 18

<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 19

<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

              (a)   Each member of the Company Group:

                    (1)    is validly existing and in good standing;

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

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

              (b)   The Company Group 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 Group 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 20

<PAGE>

2      COMPLIANCE WITH LAW

       2.1    COMPLIANCE WITH LAW

              The Company Group 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 Group 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

              (a)   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.

              (b)   The Company is the legal and beneficial owner of the Company
                    Subsidiary Shares free of all Encumbrances and other third
                    party interests or rights.

              (c)   The Company is the beneficial owner of the Investment
                    Company Shares.

       3.2    ISSUED CAPITAL

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

              (b)   The shares described in the column headed "Issued Capital"
                    in part 7 of schedule 1 are all the issued shares in the
                    capital of the Company Subsidiaries and those shares were
                    all validly issued by the applicable Company Subsidiary.

       3.3    FULLY PAID

              The Shares, Company Subsidiary Shares and Investment Company
              Shares are fully paid and no money is owing in respect of them.

       3.4    ISSUE OF OTHER SECURITIES

              No member of the Company Group is under an 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 Group which is still current and
              subsisting.

                                                                         page 21

<PAGE>

4      POSITION SINCE THE ACCOUNTS DATE

       4.1    POST ACCOUNTS DATE

              Since the Accounts Date no member of the Company Group has:

              (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;

              (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 a member of the Company Group;

              (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)   changed its accounting policies, practices or principles,

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

       4.2    SUPPLIERS/CUSTOMERS

              Since the Accounts Date:

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

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

                                                                         page 22

<PAGE>

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

                    (3)    materially altered the terms on which it trades with
                           a member of the Company Group; 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 a member of the
                           Company Group other than in the ordinary course of
                           business;

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

                    (3)    materially altered the terms on which it trades with
                           a member of the Company Group.

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 relevant member of
                    the Company Group;

              (b)   the absolute property of the relevant member of the Company
                    Group 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 members of the
              Company Group but are not owned by those companies 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.

                                                                         page 23

<PAGE>

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 Group 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, each member of the Company Group
              owns or has an enforceable right to use all intellectual property
              rights needed to carry on the Business in the places and in the
              manner currently carried on.

       7.2    OWNERSHIP AND USE

              (a)   Each member of the Company Group is the legal and beneficial
                    owner of the Intellectual Property Rights listed as
                    applicable to that member of the Company Group in parts 1
                    and 3 of schedule 4.

              (b)   Each member of the Company Group 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 that Company Group member in the Business
                    all the Intellectual Property Rights listed as applicable to
                    that member of the Company Group 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 Company Subsidiary, or a licensee of the Company or a Company
              Subsidiary 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 members of the
              Company Group 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 a member of the Company Group has
              infringed or is infringing the intellectual property rights of a
              third party.

                                                                         page 24

<PAGE>

       7.5    DISPUTES

              No member of the Company Group is 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 members of the Company Group
              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

              No member of the Company Group 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 a member of the Company Group in carrying
              on the Business and no member of the Company Group has received
              notice of any default of any Asset Lease.

       8.3    VALIDITY

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

              (a)   is valid and subsisting;

              (b)   has not been amended or modified; and

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

       8.4    ASSETS LEASES USED IN THE BUSINESS

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

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;

                                                                         page 25

<PAGE>

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

              (d)   restrict a Company Group member'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 a
                    member of the Company Group of more than $1,000,000;

              (f)   are distribution or agency agreements; and

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

       9.2    NO DEFAULT

              No member of the Company Group 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 a member of the Company Group 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 members of
              the Company Group 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 or
              written summaries 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 a Company Group member is a party, or that a
              Company Group member has an interest in enforcing have been paid
              or are provided for in the Accounts.

10     PROPERTIES

       10.1   COMPANY GROUP'S INTEREST

              No member of the Company Group has an interest in real property
              which it uses in the Business except for its interest in the
              Properties.

                                                                         page 26

<PAGE>

       10.2   OCCUPATION AND USE

              The Company and Grosby (China) Limited have exclusive occupation
              and quiet enjoyment of the Properties and the use by the Company
              and Grosby (China) Limited 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

              Neither the Company nor Grosby (China) Limited have 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

              Neither the Company nor Grosby (China) Limited have received any
              notice from any third party in respect of the Properties:

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

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

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

       10.5   [NOT USED]

       10.6   PROPERTY DETAILS

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

       10.7   PROPERTY DISCLOSURE

              Details of all material documentation pursuant to which the
              Properties are owned, used or occupied by the members of the
              Company Group 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 members of the Company Group in the
              Properties.

       10.8   DISPUTES

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

                                                                         page 27

<PAGE>

       10.9   [NOT USED]

       10.10  PROPOSED DISPOSAL

              No member of the Company Group is party to any outstanding
              agreement to acquire or dispose of land or Properties or any
              interest in land or Properties.

       10.11  PROPERTY LEASE DISCLOSURE

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

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

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

       10.12  TERMINATION NOTICE

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

       10.13  ASSIGNMENT

              Neither the Company, the Company Subsidiaries nor the Seller:

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

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

11     OFFERS OUTSTANDING

              Any offer, tender or quotation made by a member of the Company
              Group 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

              No member of the Company Group is the holder or beneficial owner
              of any shares or other securities in any company (except for
              shares in the Company Subsidiaries and Investment Company as
              described in parts 7 and 9 of schedule 1).

13     MEMBERSHIPS

              No member of the Company Group is a member of any joint venture,
              partnership or unincorporated association (other than a recognised
              trade association).

                                                                         page 28

<PAGE>

14     EMPLOYEES

       14.1   LIST OF EMPLOYEES COMPLETE

              Schedule 8 contains a complete list of the employees employed by
              each of the Company Group members in the Business as at the date
              indicated in the schedule and the Buyer has been given all
              material details of the employment benefits of these employees.

       14.2   INCENTIVE SCHEMES

              No member of the Company Group has 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

              No member of the Company Group is 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

              No member of the Company Group has any material agreements with
              any person for the provision of consulting or management services
              in respect of the Business which has not been fairly disclosed to
              the Buyer.

       14.5   DISPUTES

              No member of the Company Group is 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

              No member of the Company Group is in breach in any material
              respect of any employment contract with any Employee as at the
              date of this agreement.

       14.7   COMPLIANCE

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

                                                                         page 29

<PAGE>

       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 Group.

15     SUPERANNUATION

       15.1   LIST OF SUPERANNUATION FUNDS

              The Superannuation Funds are the only superannuation schemes or
              pension arrangements to which members of the Company Group make
              contributions in respect of the Employees.

       15.2   FUNDING

              Each member of the Company Group has paid all contributions due by
              it to the Superannuation Funds in respect of the Employees.

16     LITIGATION

       16.1   NOT A PARTY TO ANY LITIGATION

              No member of the Company Group is:

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

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

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

       16.2   NO CIRCUMSTANCES

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

17     [NOT USED]

                                                                         page 30

<PAGE>

18     SOLVENCY

       18.1   NO LIQUIDATION OR WINDING-UP

              No member of the Company Group has gone into liquidation under the
              Companies Ordinance of Hong Kong (Cap.32) nor been removed from
              the register of Hong Kong Companies Registry.

       18.2   NO PETITION

              No petition or other process for winding-up has been presented or
              threatened against any member of the Company Group 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 any member of the Company
              Group.

       18.4   NO RECEIVER OR ADMINISTRATOR

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

       18.5   PAYMENT OF DEBTS

              No member of the Company Group:

              (a)   has stopped paying its debts as and when they fall due;

              (b)   is insolvent within the meaning of the Companies Ordinance
                    Hong Kong; and

              (c)   is subject to voluntary administration under the Companies
                    Ordinance Hong Kong.

       18.6   LIQUIDATION

              The Seller has not gone into liquidation under the Australian
              Corporations Act nor been removed from the register of the
              Australian Securities and Investments Commission.

       18.7   PETITION

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

       18.8   WRIT OF EXECUTION

              No writ of execution has issued against the Seller.

                                                                         page 31

<PAGE>

       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 Group which are of an insurable nature
              are insured by the relevant Company Group members 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 members of the Company
                    Group, 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, and the schedules numbered 4 to 12
              to this agreement are complete and accurate in all material
              respects and not misleading.

21     BUSINESS RECORDS

              The Business Records are in the possession or control of the
              relevant Company Group member and will be maintained by that
              Company Group member 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 any of the members of the Company
              Group which has become due for payment has been paid.

                                                                         page 32

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

       22.5   RECORDS

              Each member of the Company Group 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

              Each member of the Company Group 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 that Company Group member.

       22.7   RETURNS ACCURATE

              Any information, notice, computation, return, declaration or
              election which has been submitted by a member of the Company Group
              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 a member of the Company
              Group in respect of any Tax or Duty which has been supplied to the
              Buyer by the Seller are true copies of the originals.

                                                                         page 33

<PAGE>

       22.9   NO DISPUTES

              No member of the Company Group is currently engaged in any dispute
              with any Governmental Agency in respect of any Tax or Duty and is
              not aware of any circumstances that may give rise to such a
              dispute.

23     SELLER'S KNOWLEDGE

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

24     EFFECT OF SALE OF SHARES

       24.1   CUSTOMERS/SUPPLIER RELATIONSHIPS

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

       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 a member
                    of the Company Group is a party; or

              (b)   relieve any person from any obligation to a member of the
                    Company Group;

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

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

                                                                         page 34

<PAGE>

25     TRADE PRACTICES

       So far as the Seller is aware, no member of the Company Group nor any of
       the officers or employees of each member of the Company Group has, in the
       two years before Completion, committed or omitted to do any act or thing
       the commission or omission of which is a material contravention of the
       legislation applicable in Hong Kong which regulates trade practices
       matters.

26     LIABILITY UNDER ASSET AND OTHER SALE AGREEMENTS

       No member of the Company Group will 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 35

<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 36

<PAGE>

SCHEDULE 4 - INTELLECTUAL PROPERTY RIGHTS

PART 1 - INTELLECTUAL PROPERTY RIGHTS OWNED BY THE COMPANY GROUP

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

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

                                                                         page 37

<PAGE>

SCHEDULE 5 - SUPERANNUATION FUNDS

       1      COMPANY

              Nil

       2      COMPANY SUBSIDIARIES

              (a)   PACIFIC DUNLOP BRANDS (ASIA) LIMITED

                    .      Pacific Dunlop Holdings (Hong Kong) Limited Provident
                           Fund;

                    .      Pacific Dunlop Brands (Asia) Limited HSBC Mandatory
                           Provident Fund - Supertrust; and

                    .      Pacific Dunlop Superannuation Fund.

              (b)   GROSBY (CHINA) LIMITED

                    Statutory Fund.

              (c)   PACIFIC BRANDS MARKETING (HONG KONG) LIMITED

                    Nil

                                                                         page 38

<PAGE>

SCHEDULE 6 - CONTRACTS

PART 1 - CONTRACTS

1      COMPANY

<TABLE>
<CAPTION>
  BUSINESS UNIT                           PARTIES                                             CONTRACT NAME
-------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                        <C>
Head Office           Pacific Dunlop Holdings (Hong Kong) Limited, Grosby        Grosby China Option Agreement
                      (China) Limited, Alwero Holdings Limited [agreement to
                      be signed]

                      Hangzhou Futong Group Company, Golden Glory                Acquisition Contract
                      Development Ltd, Pacific Dunlop (Asia) Limited and
                      Pacific Dunlop Holdings (Hong Kong) Limited

                      Pacific Dunlop Brands (Asia) Limited, PD Clothing &        Rescission Deed for Grosby Share Sale
                      Textiles Ltd and Grosby (China) Limited [agreement         Agreement
                      to be signed]

                      Pacific Dunlop Holdings (Hong Kong) Limited, PD            Grosby China Sale Agreement
                      Garments Ltd and Grosby (China) Limited [agreement
                      to be signed]
</TABLE>

2      COMPANY SUBSIDIARIES

       (a)    PACIFIC DUNLOP BRANDS (ASIA) LIMITED

<TABLE>
<CAPTION>
  BUSINESS UNIT                           PARTIES                                             CONTRACT NAME
-------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                        <C>
Head Office           Pacific Dunlop Brands (Asia) Limited & Others              Novation Agreement for Non-Competition Deed

                      Pacific Dunlop Brands (Asia) Limited & Others              Non-Competition Deed

Grosby Australia      Grosby Australia & Pacific Dunlop Brands (Asia)            Unwritten Buying/Selling and agency Agreement
                      (Shoe Talk HK division)

Shoe Talk HK (PDBAL)  Grosby (China) Limited, Shoe Talk Limited, Grosby          Distribution Agreement
                      Australia division, Pacific Brands (UK) Limited,
                      Pacific Brands Canada & TT Group Limited

PD Asia Clothing      Pacific Dunlop Brands (Asia) Limited (c/- Shoe Talk        Agency Agreement
                      HK) and RMS (HK) Ltd (South Africa)

                      Pacific Dunlop Brands (Asia) Limited (c/- PD Asia          Agency Agreement
                      Clothing) and Pacific Dunlop Holdings NZ Ltd

                      Pacific Dunlop Brands (Asia) Limited and Berlei            Agency Agreement

                      Pacific Dunlop Brands (Asia) Limited and Holeproof         Agency Agreement

                      Pacific Dunlop Brands (Asia) Limited and Union             Agency Agreement
                      Knitting Mills Pty Ltd

                      Pacific Dunlop Brands (Asia) Limited and Tontine           Agency Agreement

                      Pacific Brands Marketing (HK) Ltd, Pacific Dunlop          Hong Kong Joint Venture Shareholders Agreement
                      (Asia) Limited, Alwero Holdings (HK) Limited

                      Pacific Dunlop (Asia) Ltd, Pacific Dunlop Brands           Hong Kong Marketing JV Novation Agreement
                      (Asia) Limited, Pacific Brands Marketing (Hong
                      Kong) Ltd and Alwero Holdings (HK) Ltd

                      Pacific Dunlop Brands (Asia) Limited, Alwero               Call Option Agreement Novation and Amendment
                      Holdings (HK) Ltd and Others [agreement to be              Deed
                      signed]

                      Pacific Dunlop (Asia) Limited, Alwero Holdings (HK)        Call Option Agreement
                      Ltd and Others

                      Pacific Dunlop Brands (Asia) Limited, PD Clothing &        Rescission Deed for Grosby Share Sale
                      Textiles Ltd and Grosby (China) Limited [agreement         Agreement
                      to
</TABLE>

                                                                         page 39

<PAGE>

<TABLE>
<S>                   <C>                                                        <C>
                      be signed]

                      Alwero Holdings (HK) Ltd, Pacific Brands Marketing         Deed of Consent
                      (Hong Kong) Limited and Pacific Dunlop Brands
                      (Asia) Ltd [agreement to be signed]
</TABLE>

       (b)    GROSBY (CHINA) LIMITED

<TABLE>
<CAPTION>
  BUSINESS UNIT                           PARTIES                                             CONTRACT NAME
-------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                        <C>
Grosby China          Grosby Australia & Grosby (China) Ltd                      Unwritten Supply of Footwear Contract

                      Grosby (China) Limited, Shoe Talk Limited, Grosby          Distribution Agreement
                      Australia division, Pacific Brands (UK) Limited,
                      Pacific Brands Canada & TT Group Limited

                      Legamex State Company & Grosby (China) Limited             Unwritten contract for the supply of footwear

                      Shenzhen Bo (foreign trade company) & Hong Kong            Contract Processing for the Manufacture of
                      Silver Roof (Grosby) Ltd                                   Footwear

                      Legamex State Company, (Vietnam), Grosby (China)           Unwritten supply agreement and equipment and
                      Limited and Shoe Talk HK                                   management arrangement

                      RK Factory, Fujian, Grosby (China) Limited and Shoe        Unwritten supply agreement and equipment and
                      Talk HK                                                    management arrangement

                      Pacific Dunlop Holdings (Hong Kong) Limited, Grosby        Grosby China Option Agreement
                      (China) Limited, Alwero Holdings Limited [agreement
                      to be signed]

                      Grosby (China) Limited and Fani King Properties            Land Use Agreement

                      Grosby (China) Limited and P D Enterprises Limited         Management Agreement
                      [agreement to be signed]

                      Pacific Dunlop Brands (Asia) Limited, PD Clothing &        Rescission Deed for Grosby Share Sale
                      Textiles Ltd and Grosby (China) Limited [agreement         Agreement
                      to be signed]

                      Grosby (China) Limited and PD Enterprise Ltd               Rescission Deed for Management Agreement
                      [agreement to be signed]

                      Pacific Dunlop Holdings (Hong Kong) Limited, PD            Grosby China Sale Agreement
                      Garments Ltd and Grosby (China) Limited [agreement
                      to be signed]
</TABLE>

       (c)    PACIFIC BRANDS MARKETING (HONG KONG) LIMITED

<TABLE>
<CAPTION>
  BUSINESS UNIT                           PARTIES                                             CONTRACT NAME
-------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                        <C>
                      Pacific Brands Marketing (HK) Ltd, Pacific Dunlop          Hong Kong Joint Venture Shareholders
                      (Asia) Limited, Alwero Holdings (HK) Limited               Agreement

                      Pacific Dunlop (Asia) Ltd, Pacific Dunlop Brands           Hong Kong Marketing JV Novation Agreement
                      (Asia) Limited, Pacific Brands Marketing (Hong
                      Kong) Ltd and Alwero Holdings (HK) Ltd

                      Alwero Holdings (HK) Ltd, Pacific Brands Marketing         Deed of Consent
                      (Hong Kong) Limited and Pacific Dunlop Brands
                      (Asia) Ltd [agreement to be signed]
</TABLE>

PART 2 - FOREIGN EXCHANGE CONTRACTS

                                                                         page 40

<PAGE>

SCHEDULE 7 - GUARANTEES

                                                                         page 41

<PAGE>

SCHEDULE 8 - EMPLOYEES

       1      COMPANY

              Nil.

       2      COMPANY SUBSIDIARIES

              (a)   PACIFIC DUNLOP BRANDS (ASIA) LIMITED

                    C&T GROUP

                    Lee Foon

                    Chan Man Ping, Anita

                    Ho Pik Yiu, Peggy

                    Lai Mei Yee, Vivian

                    Lee Siu Mei, May

                    Young Lai Shan, Liza

                    Tsui Siu Hing

                    Siu Chui Ping, Rowena

                    Cheung Yuk Lan, Biddy

                    Lo Ka Ling, Nowel

                    Lai Wan Sze, Ada

                    Lee Yuk Kam, Rebecca

                    Lee Wai Ling, Elsa

                    Cheng Ngar Shan, Pian

                    Ho Wai Ching, Winnie

                    Law Kit Yi, Kitty

                    Lai Wai Man, Aaron

                    Wong Yim Chun, Sidney

                    SHOE TALK DIVISION

                    (1)    HONG KONG

                           Ku Kwai Lin, Audrey

                           Sum Siu King, Ivy

                           Leung Kwok Ping, Pauline

                           Lo Koon Kiu, Lovem

                           Cheung Tak Wah, Susanna

                           Ng Lai Ching, Albrey

                           Graham Robert Nurse

                           Lee Chi Keung, Simon

                                                                         page 42

<PAGE>

                           Leung Kam Ying, Rin

                           John David Johnston

                           Lai Wing Chi, Emily

                    (2)    FUJIAN (RK/KR)

                           Enrico Binalber

                           Eduardo Roxas

                           Nestor Jimenez

                    (3)    VIETNAM

                           Rodolfo D Jr Marquez

              (b)   GROSBY (CHINA) LIMITED

                    Ng Chung Yu, Norman

                    Lee Chi Hung, Triango

                    Wong Koon Ming

                    Yong Yean Ing, Stephen

                    Antonio Espiritu

                    Celedonio Espiritu

                    Pang Kwok Fai, Trico

                    Antonio Acosta

                    See also attached schedule of Grosby (China) Limited
                    employees.

              (c)   PACIFIC BRANDS MARKETING (HONG KONG) LIMITED

                    Nil.

                                                                         page 43

<PAGE>

SCHEDULE 9 - PLANT AND EQUIPMENT

       1      COMPANY

       2      COMPANY SUBSIDIARIES

              (a)   PACIFIC DUNLOP BRANDS (ASIA) LIMITED

              (b)   GROSBY CHINA

<TABLE>
<CAPTION>
                    DESCRIPTION OF ASSET            LOCATION                     WDV $,000
                    ----------------------------------------------------------------------
                    <S>                             <C>                            <C>
                    Leasehold buildings             Hanggeng, China                5,676
</TABLE>

              (c)   PACIFIC BRANDS MARKETING (HK) LIMITED

                                                                         page 44

<PAGE>

SCHEDULE 10 - ASSETS LEASES

       1      COMPANY

       2      COMPANY SUBSIDIARIES

              (a)   PACIFIC DUNLOP BRANDS (ASIA) LIMITED

                    Lease of Canon NP-4050 Copier (renewed until 31/12/01) with
                    Jardine One Solution (Lessor)

              (b)   GROSBY CHINA

              (c)   PACIFIC BRANDS MARKETING (HK) LIMITED

                                                                         page 45

<PAGE>

SCHEDULE 11 - PROPERTIES

       1      COMPANY

              Suite 1607-1611, Tower 2, The Gateway, Harbour City, 25-27 Canton
              Road, Kowloon, Hong Kong

       2      COMPANY SUBSIDIARIES

              (a)   GROSBY (CHINA) LIMITED

                    189 Industrial District, Henggang, Longbang, Shenzhen, China

                                                                         page 46

<PAGE>

SCHEDULE 12 - INTER COMPANY DEBTS

                                                                         page 47

<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 for and on behalf of
P.D. International Limited
by its duly authorised Attorney under Power
in the presence of:

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


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


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

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


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

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


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

                                                                         page 48