<PAGE>

                                                                     EXHIBIT 4.2

SALE OF BUSINESS AGREEMENT
PACIFIC BRANDS - AUSTRALIA

Pacific Dunlop Limited
Textile Industrial Design and Engineering Pty Ltd
Union Knitting Mills Pty Ltd
Boydex International Pty Ltd
Foamlite (Australia) Pty Ltd
Vita Pacific Pty Ltd
PD Licensing Pty Ltd
Niblick Pty Ltd
Cliburn Investments Pty Ltd

and

Pacific Brands Holdings Pty Ltd
Pacific Brands Footwear Pty Ltd
Pacific Brands Sport & Leisure Pty Ltd
Pacific Brands Clothing Pty Ltd
Pacific Brands Household Products Pty Ltd
PB Holdings NV

[LOGO OF FREEHILLS]

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

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

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

Reference NJW:BAE

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS
Clause                                                                          Page
<S>                                                                               <C>
1  Definitions and interpretation                                                  2

   1.1   Definitions                                                               2
   1.2   Interpretation                                                            9
   1.3   Business Day                                                             10
   1.4   The Seller                                                               10
   1.5   The Buyer                                                                11
   1.6   Conflict                                                                 12

2  Sale and purchase                                                              12

   2.1   Sale of Business Assets                                                  12
   2.2   Excluded Assets                                                          12

3  Purchase Price                                                                 12

   3.1   Purchase Price                                                           12
   3.2   Apportionment                                                            13
   3.3   Payments at Completion                                                   13
   3.4   Final payment                                                            13

4  Completion                                                                     13

   4.1   Date for Completion                                                      13
   4.2   Delivery of documents executed by Seller                                 13
   4.3   Delivery of documents executed by third parties                          15
   4.4   Delivery of Business Records and documents of title                      15
   4.5   Buyer's obligations at Completion                                        15
   4.6   Title                                                                    15
   4.7   Effective Time                                                           15
   4.8   Interdependency                                                          16
   4.9   Seller obligations post Completion - Intellectual Property Rights        16

5  Payments in advance and outgoings                                              17

   5.1   Advance payments                                                         17
   5.2   Outgoings                                                                17
   5.3   Quantification                                                           17

6  Liabilities                                                                    17

   6.1   Seller's responsibility - Liabilities                                    17
   6.2   Quotations, tenders and orders                                           17
   6.3   Buyer's responsibility - Accepted Liabilities                            18
   6.4   Reimbursement to Seller                                                  18
   6.5   Indemnity                                                                18
   6.6   Management of Accepted Claims                                            18
</TABLE>

                                                                          page 1

<PAGE>

                                                       Australia Asset Agreement

<TABLE>
<S>                                                                               <C>
7  Receivables                                                                    19

   7.1   Collection by Buyer                                                      19
   7.2   Accounting for Receivables                                               19
   7.3   Payment on account                                                       19
   7.4   Buyer to provide information                                             20
   7.5   Other debts owed to Seller                                               20

8  Contracts, Assets Leases, Property Leases                                      20

   8.1   Transfer of Contracts, Assets Leases and Property Leases                 20
   8.2   Obligations pending transfer                                             20
   8.3   Use or occupation pending transfer                                       21
   8.4   Failure to transfer                                                      21
   8.5   Letters of Credit                                                        22

9  Employees                                                                      22

   9.1   Offer of employment by Buyer                                             22
   9.2   Employment terms and conditions                                          22
   9.3   Best endeavours                                                          22
   9.4   Termination by Seller                                                    22
   9.5   Payment and indemnity by Buyer for Employment Benefits                   23
   9.6   Allowance for Employee Leave Benefits                                    23
   9.7   Restriction                                                              23
   9.8   Indemnity by Seller                                                      23

10 Superannuation                                                                 24

   10.1  Definitions                                                              24
   10.2  Buyer as Associated Employer                                             25
   10.3  Membership of Buyer's Fund - Existing Members                            26
   10.4  Payment of Accrued Benefit Values                                        27
   10.5  Calculation of Accrued Benefit Values                                    27
   10.6  Successor Fund Agreement                                                 28
   10.7  Calculation of Superannuation Amount                                     29
   10.8  Acknowledgments                                                          29
   10.9  External Funds                                                           29
   10.10 Contributions by Associated Employer                                     30
   10.11 Undertakings by Buyer and Seller                                         30
   10.12 Indemnity                                                                31

11 Release of guarantees                                                          31

12 Period before Completion                                                       31

   12.1  Carrying on Business                                                     31
   12.2  Access                                                                   32

13 After Completion                                                               32

   13.1  Supply of after-sales service                                            32
   13.2  Reconciliation for returned goods                                        33
   13.3  Supplier's Warranties                                                    33
</TABLE>

                                                                          page 2

<PAGE>

                                                       Australia Asset Agreement

<TABLE>
<S>                                                                               <C>
   13.4  Access by Seller                                                         33
   13.5  Access to Excluded Records by Buyer                                      33
   13.6  Tax returns                                                              33

14 Strategic Investment Programme                                                 33

15 Competition                                                                    34

   15.1  Undertaking                                                              34
   15.2  Acquisition of interests in competing businesses                         34
   15.3  Exclusion from restraint                                                 34
   15.4  Related Corporations                                                     35
   15.5  Severability                                                             35

16 Warranties                                                                     35

17 Limitation of liability                                                        35

   17.1  Co-ordination Agreement                                                  35
   17.2  Specific exclusions - Freehold  Properties                               35
   17.3  Disclosure statements                                                    37
   17.4  Property Covenants                                                       37
   17.5  Transfer of Sunnybank Hills Property                                     37
   17.6  Obligations pending transfer - Sunnybank Hills Property                  38
   17.7  Use or occupation pending transfer/failure to transfer                   38

18 GST                                                                            39

   18.1  Supply of a going concern                                                39
   18.2  GST pass-on                                                              39

19 Guarantee and indemnity - Seller                                               40

   19.1  Guarantee                                                                40
   19.2  Indemnity                                                                40
   19.3  Extent of guarantee and indemnity                                        40
   19.4  Continuing guarantee and indemnity                                       40
   19.5  Warranties of the Guarantor                                              40
   19.6  Rights                                                                   41

20 Guarantee and indemnity - Buyer                                                41

   20.1  Guarantee                                                                41
   20.2  Indemnity                                                                41
   20.3  Extent of guarantee and indemnity                                        41
   20.4  Continuing guarantee and indemnity                                       42
   20.5  Warranties of the Guarantor                                              42
   20.6  Rights                                                                   42

Schedule 1 - Warranties                                                           43

Schedule 2 - Disclosure Schedule                                                  57

Schedule 3 - Employees                                                            58
</TABLE>

                                                                          page 3

<PAGE>

                                                       Australia Asset Agreement

<TABLE>
<S>                                                                               <C>
Schedule 4 - Intellectual Property Rights                                         59

Schedule 5 - Contracts and Assets Leases                                          63

Schedule 6 - Statutory Licences                                                   67

Schedule 7 - Leased Properties                                                    68

Schedule 8 - Plant and Equipment                                                  69

Schedule 9 - Letters of Credit                                                    72

Schedule 10 - Freehold Properties                                                 73

Schedule 11 - Accepted Liabilities                                                74

Schedule 12 - Guarantees                                                          75

Schedule 13 - External Funds                                                      76

Annexure A - Assignment of Trademarks

Annexure B - Assignment of Contracts and Asset Leases

Annexure C - Assignment of Property Leases

Annexure D - [Not used]

Annexure E - Trade Mark Relationship Agreement

Annexure F - Successor Fund Agreement
</TABLE>

                                                                          page 4

<PAGE>

                                                       Australia Asset Agreement

THIS BUSINESS SALE AGREEMENT

          is made on            2001 between the following parties:

          1.   Pacific Dunlop Limited
               ABN 89 004 085 330
               (Guarantor)

          2.   Textile Industrial Design and Engineering Pty Ltd
               ABN 79 000 283 198

          3.   Union Knitting Mills Pty Ltd
               ABN 38 006 752 021

          4.   Boydex International Pty Ltd
               ABN 81 004 441 758

          5.   Foamlite (Australia) Pty Ltd
               ABN 89 001 595 017

          6.   Vita Pacific Pty Ltd
               ABN 65 004 919 171

          7.   PD Licensing Pty Ltd
               ABN 67 006 599 131

          8.   Niblick Pty Ltd
               ABN 80 006 049 172

          9.   Cliburn Investments Pty Ltd
               ABN 69 006 298 246

               all of Level 3, 678 Victoria Street, Richmond, Victoria, 3121
               (parties 1 to 9 collectively, Seller)

          10.  Pacific Brands Holdings Pty Ltd
               ACN 098 704 646

          11.  Pacific Brands Footwear Pty Ltd
               ACN 098 742 628

          12.  Pacific Brands Sport & Leisure Pty Ltd
               ACN 098 742 708

          13.  Pacific Brands Clothing Pty Ltd
               ACN 098 742 655

          14.  Pacific Brands Household Products Pty Ltd
               ACN 098 742 584

               all c/- Minter Ellision, 88 Phillip Street, Sydney, New South
               Wales 2000 (parties 10 to 14 collectively, Buyer)

          15.  PB Holdings NV
               of 1170 Brussels, Terhulpsesteenweg 166

RECITALS

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

                                                                          page 1

<PAGE>

                                                       Australia Asset Agreement

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

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

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

The parties agree

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

1   DEFINITIONS AND INTERPRETATION

    1.1   DEFINITIONS

          In this agreement:

          Accepted Claims has the meaning given in clause 6.3;

          Accepted Liabilities means:

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

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

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

          (b)  the Liabilities as described in schedule 11,

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

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

          Adjustment Note includes any document or record treated by the
          Commissioner of Taxation as an adjustment note or as enabling the
          claiming of an input tax credit for which an entitlement otherwise
          arises;

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

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

                                                                          page 2

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                                                       Australia Asset Agreement

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

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

          Business means the business carried on by the Seller in Australia
          (excluding the business carried on by Bonds Industries Pty Ltd)
          comprising the manufacture, marketing, sale and distribution of:

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

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

          (c)  footwear; and

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

          Business Assets means the following assets:

          (a)  the Assets Leases;

          (b)  the Business Records;

          (c)  the Contracts;

          (d)  the Freehold Properties;

          (e)  the Goodwill;

          (f)  the Included Cash;

          (g)  the Intellectual Property Rights;

          (h)  the Plant and Equipment;

          (i)  the Property Leases;

          (j)  the SIP Receivable;

          (k)  the Statutory Licences; and

          (l)  the Stock,

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

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

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

          Buyer Guarantor means Pacific Brands Holdings Pty Ltd and PB Holdings
          NV;

                                                                          page 3

<PAGE>

                                                       Australia Asset Agreement

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

          Clothing Business means that part of the Business relating to clothing
          and related apparel including socks, underwear and intimate and
          outerwear garments (excluding clothing and related apparel which
          relates to the Sport & Leisure Business);

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

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

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

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

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

          (a)  the Assets Leases;

          (b)  the Property Leases; and

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

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

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

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

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

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

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

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

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

                                                                          page 4

<PAGE>

                                                       Australia Asset Agreement

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

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

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

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

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

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

          (b)  the Receivables;

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

          (d)  the amount of any payment received or receivable under the SIP
               Scheme relating to any period up to 30 June 2001 to the extent
               that the amount of the payment exceeds an amount equal to the SIP
               Receivable;

          (e)  the Speeds Receivable;

          (f)  the Inter Group Receivables;

          (g)  the Excluded Records;

          (h)  rights to the Licensed Trade Marks as defined in the Trade Mark
               Relationship Agreement and rights to the name Pacific Dunlop and
               any names likely to be confused with that name;

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

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

          (k)  the Foreign Exchange Contracts; and

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

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

          Footwear Business means that part of the Business relating to footwear
          (excluding footwear which relates to the Sport & Leisure Business);

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

                                                                          page 5

<PAGE>

                                                       Australia Asset Agreement

          Freehold Properties means the land more particularly described in
          schedule 10 and the Sunnybank Hills Property;

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

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

          GST includes any replacement or subsequent similar tax;

          GST Act means A New Tax System (Goods and Services Tax) Act 1999
          (Cth);

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

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

          Household Products Business means that part of the Business relating
          to foam, polyester fibre, mattresses and bedding accessories and
          products;

          Immediately Available Funds means cash or bank cheque;

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

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

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

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

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

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

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

                                                                          page 6

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                                                       Australia Asset Agreement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                          page 7

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                                                       Australia Asset Agreement

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

          Properties means the Leased Properties and the Freehold Properties;

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

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

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

          (a)  any Intra Group Receivable; and

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

          but not including the Speeds Receivable, any Inter Group Receivable or
          any amount relating to the SIP Scheme;

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

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

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

          SIP Receivable means the portion of $5,000,000 receivable relating to
          the SIP Scheme as described in clause 9.1 (a)(1) of the Co-ordination
          Agreement, which relates to the Business;

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

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

          Speeds Receivable means all the Seller's rights in relation to the
          Current Speeds Receivable and Non Current Speeds Receivable as defined
          in the Co-ordination Agreement;

          Sport & Leisure Business means that part of the Business relating to
          sporting and leisure equipment and related apparel and footwear and
          workwear;

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

                                                                          page 8

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                                                       Australia Asset Agreement

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

          Sunnybank Hills Property means the property registered in the name of
          Foamlite (Australia) Pty Ltd at 195 Jackson Road, Sunnybank Hills,
          Queensland;

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

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

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

          Tax Law means any law of an Australian parliament relating to Tax;

          Trade Mark Relationship Agreement means the agreement annexed as
          Annexure E;

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

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

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

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

    1.2   INTERPRETATION

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

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

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

          (c)  words importing a gender include any gender;

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

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

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

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

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

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

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

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

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

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

    1.3   BUSINESS DAY

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

    1.4   THE SELLER

          (a)  In this agreement, a reference to the Seller is a separate
               reference to each of Pacific Dunlop Limited ABN 89 004 085 330,
               Textile Industrial Design and Engineering Pty Ltd ABN 79 000 283
               198, Union Knitting Mills Pty Ltd ABN 38 006 752 021, Boydex
               International Pty Ltd ABN 81 004 441 758, Foamlite (Australia)
               Pty Ltd ABN 89 001 595 017, Vita Pacific Pty Ltd ABN 65 004 919
               171, PD Licensing Pty Ltd ABN 67 006 599 131, Niblick Pty Ltd ABN
               80 006 049 172 and Cliburn Investments Pty Ltd ABN 69 006 298 246
               to the extent that, in the context of the reference, an entity so
               named holds rights or obligations in relation to the Business
               generally or owns a Business Asset.

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

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    1.5   THE BUYER

          (a)  In this agreement, a reference to the Buyer is a separate
               reference to:

               (1)  Pacific Brands Holdings Pty Ltd ACN 098 704 646, in the
                    context of a reference to offers of employment to Employees
                    and all related matters (including but not limited to
                    superannuation obligations);

               (2)  Pacific Brands Footwear Pty Ltd ACN 098 742 628, in the
                    context of a reference to matters relating to the sale of
                    the Business Assets, the assumption of the Accepted
                    Liabilities and the collection of the Receivables, which
                    Business Assets, Accepted Liabilities or Receivables relate
                    to the Footwear Business;

               (3)  Pacific Brands Sport & Leisure Pty Ltd ACN 098 742 708, in
                    the context of a reference to matters relating to the sale
                    of the Business Assets, the assumption of the Accepted
                    Liabilities and the collection of the Receivables, which
                    Business Assets, Accepted Liabilities and Receivables relate
                    to the Sport and Leisure Business;

               (4)  Pacific Brands Clothing Pty Ltd ACN 098 742 655, in the
                    context of a reference to matters relating to the sale of
                    the Business Assets, the assumption of the Accepted
                    Liabilities and the collection of the Receivables, which
                    Business Assets, Accepted Liabilities or Receivables relate
                    to the Clothing Business; and

               (5)  Pacific Brands Household Products Pty Ltd ACN 098 742 584,
                    in the context of a reference to matters relating to the
                    sale of the Business Assets, the assumption of the Accepted
                    Liabilities and the collection of the Receivables, which
                    Business Assets, Accepted Liabilities or Receivables relate
                    to the Household Products Business.

          (b)  Each of Pacific Brands Holdings Pty Ltd, Pacific Brands Footwear
               Pty Ltd, Pacific Brands Sport & Leisure Pty Ltd, Pacific Brands
               Clothing Pty Ltd and Pacific Brands Household Products Pty Ltd
               acknowledge:

               (1)  for the avoidance of doubt, that the Business Assets,
                    Accepted Liabilities and Receivables relating to each of the
                    Footwear Business, Sport & Leisure Business, Clothing
                    Business and Household Products Business constitute all of
                    the Business Assets, Accepted Liabilities and Receivables;

               (2)  that in the event of any doubt as to which Business Assets,
                    Accepted Liabilities or Receivables relate to each of the 4
                    businesses making up the Business (ie the Footwear Business,
                    the Sport & Leisure Business, the Clothing Business and the
                    Household Products Business), the Buyer is responsible for
                    any consequence; and

               (3)  that the Seller is not liable for any Loss resulting from
                    the way in which the Business Assets, Accepted Liabilities
                    or Receivables are allocated between each of Pacific Brands
                    Footwear Pty Ltd, Pacific Brands Sport & Leisure Pty Ltd,
                    Pacific Brands Clothing Pty Ltd

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                    and Pacific Brands Household Products Pty Ltd as
                    contemplated by clause 1.5(a).

    1.6   CONFLICT

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

2   SALE AND PURCHASE

    2.1   SALE OF BUSINESS ASSETS

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

    2.2   EXCLUDED ASSETS

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

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

3   PURCHASE PRICE

    3.1   PURCHASE PRICE

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

               (1)  less the total value of the Accepted Liabilities (which for
                    the avoidance of doubt, does not include the value of the
                    items described in clauses 3.1(a)(4) and (5));

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

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

               (4)  less that portion of the Restructuring Provision applicable
                    to Australia net of future income tax benefit calculated at
                    the rate of 30%; and

               (5)  less the Residual Provision net of future income tax benefit
                    calculated at the rate of 30%,

               reflected in the Apportionment Statement derived from the
               Completion Statement.

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

    3.2   APPORTIONMENT

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

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

    3.3   PAYMENTS AT COMPLETION

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

    3.4   FINAL PAYMENT

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

4   COMPLETION

    4.1   DATE FOR COMPLETION

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

    4.2   DELIVERY OF DOCUMENTS EXECUTED BY SELLER

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

          (a)  the Trade Mark Relationship Agreement;

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

          (c)  as many transfer of ownership and registration forms for motor
               vehicles leased or hired under the Assets Leases or included in
               the Plant and Equipment as have been assembled as at Completion
               it being agreed by the parties that any costs associated with
               transferring such motor vehicles after Completion including,
               without limitation, costs associated with obtaining roadworthy
               certificates, will be solely to the account of the Buyer;

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

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

          (f)  assignments of the trade marks included in the Intellectual
               Property Rights which are registered in Australia, China,
               Malaysia, Vietnam, United Kingdom, Papua New Guinea, Singapore,
               Hong Kong and Indonesia, in the form annexed as Annexure A;

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

          (h)  properly executed transfers of the Freehold Properties in favour
               of the Buyer which, subject to clause 17.5, is capable of
               registration (after stamping);

          (i)  a Goods Statutory Declaration required by the Duties Act 2000
               (Vic) to be furnished to procure the stamping of a transfer
               referred to in clause 4.2(h);

          (j)  a declaration required by the Stamps Act 1894 (Qld) to be
               furnished to procure the stamping of a transfer referred to in
               clause 4.2(h);

          (k)  any instrument of title for the Freehold Properties required to
               register a transfer referred to in clause 4.2(h);

          (l)  any document required to transfer the SIP Registrations in
               accordance with clause 14(a) which the Seller is able to provide
               at Completion;

          (m)  the assignment or novation to the relevant Buyer Group Companies
               specified by the Principal Buyer of the Property Leases in
               respect of the following sites and receipt of all relevant
               consents to such assignments and/or novations:

               (1)  28-30 Scrivener Street, Warwick Farm, New South Wales;

               (2)  1 Dunlop Drive, Dandenong, Victoria;

               (3)  72-96 Station Street, Nunawading, Victoria;

               (4)  100 Henderson Road, Rowville, Victoria; and

               (5)  47-67 Westgate Drive, Altona North, Victoria.

          (n)  the assignment or novation to the relevant Buyer Group Company of
               the technical aid agreement between PDL, Dunlop Slazenger Group
               Limited and Dunlop Slazenger International Limited, on the terms
               set out in the copy of the agreement that was in the Data Room;
               and

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

               (1)  'Jockey';

               (2)  'Simmons';

               (3)  'Playtex';

               (4)  'Everlast';

               (5)  'Clarks'; and

               (6)  'Hush Puppies',

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                                                       Australia Asset Agreement

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

    4.3   DELIVERY OF DOCUMENTS EXECUTED BY THIRD PARTIES

          At Completion the Seller must give the Buyer:

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

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

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

    4.4   DELIVERY OF BUSINESS RECORDS AND DOCUMENTS OF TITLE

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

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

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

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

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

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

          (b)  If any document referred to in clause 4.4(a) is not available
               because it is lost or destroyed, the Seller must deliver such
               evidence of its title to the Business Assets concerned as is
               acceptable to the Buyer, acting reasonably.

    4.5   BUYER'S OBLIGATIONS AT COMPLETION

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

    4.6   TITLE

          Title to the Business Assets passes to the Buyer on Completion
          (subject to clause 17.5 relating to the Sunnybank Hills Property).

    4.7   EFFECTIVE TIME

          Subject to Completion occurring:

          (a)  risk in the Business Assets;

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                                                       Australia Asset Agreement

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

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

          pass to the Buyer with effect from the Effective Time.

    4.8   INTERDEPENDENCY

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

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

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

    4.9   SELLER OBLIGATIONS POST COMPLETION - INTELLECTUAL PROPERTY RIGHTS

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

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

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

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

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

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

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

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5   PAYMENTS IN ADVANCE AND OUTGOINGS

    5.1   ADVANCE PAYMENTS

          On the Payment Date:

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

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

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

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

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

    5.2   OUTGOINGS

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

    5.3   QUANTIFICATION

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

6   LIABILITIES

    6.1   SELLER'S RESPONSIBILITY - LIABILITIES

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

    6.2   QUOTATIONS, TENDERS AND ORDERS

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

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                                                       Australia Asset Agreement

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

    6.3   BUYER'S RESPONSIBILITY - ACCEPTED LIABILITIES

          The Buyer must:

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

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

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

    6.4   REIMBURSEMENT TO SELLER

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

    6.5   INDEMNITY

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

    6.6   MANAGEMENT OF ACCEPTED CLAIMS

          The Buyer will:

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

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

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

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

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7   RECEIVABLES

    7.1   COLLECTION BY BUYER

          (a)  The Seller is entitled to the Receivables. Title to the
               Receivables will at all times remain with the Seller.

          (b)  The Buyer must use its reasonable endeavours to expedite
               collection of the Receivables on behalf of the Seller. Collection
               of the Receivables will occur in the name of the Seller.

          (c)  The Buyer must not release, agree to delayed payment of or
               otherwise compromise the Seller's rights in relation to a
               Receivable without the Seller's specific written approval.

    7.2   ACCOUNTING FOR RECEIVABLES

          For the purpose of clause 7.3(b)(1), the Buyer must account to the
          Seller for collection of the Receivables as follows:

          (a)  any amount received by the Buyer which is stated to be in payment
               of, or which is readily reconcilable with, specific Receivables
               or debts must be treated as a payment of those Receivables or
               debts (as applicable); and

          (b)  in any other case, the amount received must be applied:

               (1)  first, in payment of the Receivables owed by the debtor,
                    with those which have been outstanding the longest to be
                    paid before the others; and

               (2)  second, in payment of the debts owed by the debtor to the
                    Buyer, with those which have been outstanding the longest to
                    be paid before the others.

    7.3   PAYMENT ON ACCOUNT

          (a)  On account of the Buyer's obligations under clauses 7.1 and 7.2:

               (1)  on Completion the Buyer must pay to the Seller the estimated
                    net value of the Receivables in accordance with the
                    Co-ordination Agreement;

               (2)  on the Payment Date the Buyer must pay the Seller the
                    amount, if any, by which the total of the Receivables set
                    out in the Completion Statement exceeds the amount paid
                    under clause 7.3(a)(1); and

               (3)  on the Payment Date the Seller must reimburse to the Buyer
                    the amount, if any, by which the total of the Receivables
                    set out in the Completion Statement is less than the amount
                    paid under clause 7.3(a)(1).

          (b)  At the end of the period 6 months after the Completion Date
               (Collection Period):

               (1)  the Buyer must give the Seller a detailed account of the
                    Receivables collected by it in the Collection Period; and

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                                                       Australia Asset Agreement

               (2)  the Seller if requested in writing by the Buyer must assign
                    to the Buyer all its right, title and interest to such
                    Receivables as remain uncollected as at the end of the
                    Collection Period.

    7.4   BUYER TO PROVIDE INFORMATION

          The Buyer must give the Seller any information in relation to the
          collection of the Receivables that the Seller reasonably requests.

    7.5   OTHER DEBTS OWED TO SELLER

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

8   CONTRACTS, ASSETS LEASES, PROPERTY LEASES

    8.1   TRANSFER OF CONTRACTS, ASSETS LEASES AND PROPERTY LEASES

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

          (b)  A transfer under clause 8.1(a) may be made by assignment in the
               form of the deed of assignment annexed, in the case of Contracts
               and Assets Leases, as Annexure B or, in the case of Property
               Leases, as Annexure C or in other terms agreed by the Buyer and
               Seller which include indemnities in the terms of clause 8.2(a)(2)
               and 8.2(b)(3).

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

    8.2   OBLIGATIONS PENDING TRANSFER

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

          (a)  the Buyer must:

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

               (2)  indemnify the Seller against any Loss suffered, paid or
                    incurred by the Seller after the Effective Time under the
                    relevant Assets Lease, Contract or Property Lease other than
                    one which is attributable to default of the Seller in
                    discharging the Seller's obligations under the relevant
                    Assets Lease, Contract or Property Lease before the
                    Effective Time provided always that this exclusion from the
                    Buyer's indemnity obligation does not apply to a default or
                    obligation relating to the physical condition of the Leased

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                                                       Australia Asset Agreement

                    Properties unless it is the subject of notice from the
                    relevant lessor received by the Seller before the date of
                    this agreement; and

          (b)  the Seller must:

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

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

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

    8.3   USE OR OCCUPATION PENDING TRANSFER

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

          (b)  If, notwithstanding that the Seller and the Buyer have complied
               with clause 8.1, the Seller is not able to allow the Buyer to use
               or occupy any property the subject of an Asset Lease as licensee
               pursuant to clause 8.3(a), the Buyer must pay to the relevant
               lessor all moneys necessary to pay out the Assets Lease and the
               Seller will then direct that title to the assets concerned be
               transferred to the Buyer provided that it is permitted under the
               terms of the relevant Asset Lease.

    8.4   FAILURE TO TRANSFER

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

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                                                       Australia Asset Agreement

    8.5   LETTERS OF CREDIT

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

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

          (c)  The Buyer indemnifies the Seller in respect of any amounts
               payable to the Seller by it under this clause 8.5.

9   EMPLOYEES

    9.1   OFFER OF EMPLOYMENT BY BUYER

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

    9.2   EMPLOYMENT TERMS AND CONDITIONS

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

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

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

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

    9.3   BEST ENDEAVOURS

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

    9.4   TERMINATION BY SELLER

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

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

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                                                       Australia Asset Agreement

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

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

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

    9.5   PAYMENT AND INDEMNITY BY BUYER FOR EMPLOYMENT BENEFITS

          After Completion the Buyer must:

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

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

    9.6   ALLOWANCE FOR EMPLOYEE LEAVE BENEFITS

          In consideration of the obligations undertaken by the Buyer under
          clause 9.5, the Buyer is entitled to an allowance equal to 70% of the
          monetary value of the Transferring Employees' accrued annual leave,
          leave loading and long service leave as set out in the Completion
          Accounts. The Buyer acknowledges that this allowance will be reflected
          in the Completion Statement.

    9.7   RESTRICTION

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

    9.8   INDEMNITY BY SELLER

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

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10  SUPERANNUATION

    10.1  DEFINITIONS

          In this clause 10 and paragraph 13 of the Seller's Warranties:

          Accrued Benefit Value means, in relation to a Transferring Member, the
          total amount accumulated or accrued in respect of the member under the
          governing rules of the Seller's Fund as at the Completion Date
          calculated in accordance with clause 10.5;

          Associated Employer has the same meaning as in the governing rules of
          the Seller's Fund, as amended from time to time;

          Buyer's Actuary means a qualified actuary nominated by the Buyer;

          Buyer's Fund means the fund to be established by the Buyer in order to
          comply with its obligations under clause 10.3;

          Existing Member means a Transferring Employee who is a member of the
          Seller's Fund on the date immediately before the Completion Date but
          is not a Transferring Ex-Clarks Member;

          External Funds means the funds listed in schedule 13 to which the
          Seller is obliged to contribute in respect of certain Employees
          pursuant to an industrial award or agreement;

          Expert means a person agreed in writing by the Seller's Actuary and
          the Buyer's Actuary or, in default of agreement within 2 Business
          Days, an independent person appointed by the President of the
          Institute of Actuaries of Australia or his nominee;

          Factor means:

          (a)  if the Successor Fund Transfer Date occurs no later than six
               months after the Completion Date, 0.66/0.85; or

          (b)  if the Successor Fund Transfer Date occurs more than six months
               after the Completion Date, such fraction as the Seller and the
               Buyer may agree, or in default of agreement, as the Expert may
               determine.

          Principal Employer means Pacific Dunlop Limited as the current
          "principal employer" of the Seller's Fund;

          Ring-fenced Amount means the amount determined as the Ring-fenced
          Amount as at the Successor Fund Transfer Date in accordance with a
          successor fund agreement dated 7 September 2000 between Clarks Shoes
          Australia Superannuation Pty Ltd and the trustee of the Seller's Fund;

          Seller's Actuary means a qualified actuary nominated by the Seller;

          Seller's Fund means the Pacific Dunlop Superannuation Fund
          (established by a trust deed dated 7 April 1986, as subsequently
          amended);

          Successor Fund has the same meaning as in the Superannuation Industry
          (Supervision) Act 1993;

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                                                       Australia Asset Agreement

          Successor Fund Agreement means the deed of agreement to be entered
          into between the trustee of the Seller's Fund and the trustee of the
          Buyer's Fund substantially in the form of Annexure F;

          Successor Fund Transfer means a transfer of the amount specified in
          clause 10.6(b) from the Seller's Fund to the Buyer's Fund on the basis
          that the Buyer's Fund is a Successor Fund;

          Successor Fund Transfer Date means:

          (a)  the date six months after the Completion Date; or

          (b)  such earlier or later date as the Buyer and the Seller may agree,

          but in any event not before any claims in respect of the Ring-fenced
          Amount have been resolved to the Buyer's satisfaction;

          Superannuation Amount means:

          (a)  the value of the Ring-fenced Amount calculated as at the
               Successor Fund Transfer Date,

          less

          (b)  the value of the Transferring Ex-Clarks Members' accrued benefits
               (calculated in the same manner as is provided in clause 10.5) as
               at the Successor Fund Transfer Date,

          multiplied by the Factor;

          Superannuation Date means the date which is 20 Business Days after the
          Successor Fund Transfer Date or such later date as the Buyer and the
          Seller may agree;

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

          Transfer Date means:

          (a)  the date three months after the Completion Date; or

          (b)  such earlier or later date as the Buyer and Seller may agree;

          Transferring Ex-Clarks Member means a Transferring Employee who is a
          member of the Seller's Fund on the date immediately before the
          Completion Date and who was a member of the Clarks Shoes Australia
          Limited Staff Superannuation Fund immediately prior to becoming a
          member of the Seller's Fund; and

          Transferring Member means an Existing Member who gives the
          authorisation referred to in clause 10.3(b)(2) to transfer his or her
          Accrued Benefit Value to the Buyer's Fund.

    10.2  BUYER AS ASSOCIATED EMPLOYER

          (a)  The Buyer will continue to participate as an Associated Employer
               in the Seller's Fund in respect of the Transferring Ex-Clarks
               Members until the Successor Fund Transfer Date.

          (b)  Whilst the Buyer is an Associated Employer in the Seller's Fund:

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                                                       Australia Asset Agreement

               (1)  the Principal Employer undertakes not to exercise any of its
                    powers in a manner materially adverse to the Buyer's
                    financial interests or contrary to the intent of this clause
                    10; and

               (2)  the Buyer undertakes not to exercise any of its powers in a
                    manner contrary to the intent of this clause 10.

    10.3  MEMBERSHIP OF BUYER'S FUND - EXISTING MEMBERS

          (a)  Before the Transfer Date, the Buyer will ensure that each
               Existing Member becomes a member of the Buyer's Fund with effect
               from the Completion Date on terms and conditions which provide:

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

               (2)  in the case of a Transferring Member but subject to payment
                    of the Transferring Member's Accrued Benefit Value under
                    clause 10.4, benefits which in the aggregate are of amounts
                    and payable on conditions no less favourable than those
                    provided in respect of the Transferring Member under the
                    governing rules of the Seller's Fund as at the Completion
                    Date, with the Transferring Member's Accrued Benefit Value
                    to be taken into account in the Buyer's Fund:

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

                    (B)  in such other manner as may be agreed with the
                         Transferring Member.

          (b)  As part of the process of becoming a member of the Buyer's Fund
               pursuant to clauses 10.3(a)(1) and (2), the Seller will use all
               reasonable endeavours to ensure that a form that is reasonably
               acceptable to the trustee of the Seller's Fund and the trustee of
               the Buyer's Fund will be given to each relevant Existing Member
               before the Transfer Date under which the Existing Member may
               elect either:

               (1)  that the trustee of the Seller's Fund provides the
                    Termination Benefit to the Existing Member; or

               (2)  in lieu of receiving a Termination Benefit, that the trustee
                    of the Seller's Fund cause the Existing Member's Accrued
                    Benefit Value to be transferred to the Buyer's Fund.

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                                                       Australia Asset Agreement

    10.4  PAYMENT OF ACCRUED BENEFIT VALUES

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

               (1)  the Transfer Date; and

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

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

          (b)  The interest payable under clause 10.4(a) accrues from day to
               day.

          (c)  The Seller and the Buyer agree that the Accrued Benefit Values
               and any interest payable under clause 10.4(a) will be paid in
               immediately available funds, except to the extent that the
               trustee of the Buyer's Fund agrees to accept other assets in
               whole or partial satisfaction of those amounts and the Buyer and
               the Seller agree that, to the extent that the trustee of the
               Buyer's Fund agrees to accept other assets, the calculation of
               the relevant amounts under this clause 10.4 shall be based on the
               value of those assets as agreed between the trustees of the
               Seller's Fund and the Buyer's Fund.

    10.5  CALCULATION OF ACCRUED BENEFIT VALUES

          (a)  The Seller will use all reasonable endeavours to procure that the
               Accrued Benefit Values of the Transferring Members will be
               calculated by the Seller's Actuary as at the Completion Date in
               accordance with this clause 10.5 and the calculations of the
               Seller's Actuary shall be conclusive and binding on the parties.

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

          (c)  Where clause 10.5(b) does not apply to a Transferring Member, the
               Transferring Member's Accrued Benefit Value as at the Completion
               Date shall be calculated in accordance with the following formula
               (subject to a minimum of the benefit which would have become
               payable to the Transferring Member from the Seller's Fund had the
               Transferring Member voluntarily ceased to be an Employee while in
               good health on the Completion Date):

                              [ABM X FAS X DF] + AC

               Where:

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                                                       Australia Asset Agreement

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

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

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

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

    10.6  SUCCESSOR FUND AGREEMENT

          The Seller and the Buyer will use their best endeavours to procure
          that:

          (a)  on or before the Successor Fund Transfer Date the trustee of the
               Seller's Fund and the trustee of the Buyer's Fund execute the
               Successor Fund Agreement in respect of the Transferring Ex-Clarks
               Members; and

          (b)  on the Superannuation Date the trustee of the Seller's Fund and
               the trustee of the Buyer's Fund give effect to the Successor Fund
               Agreement by transferring from the Seller's Fund to the Buyer's
               Fund the Transferring Ex-Clarks Members and the greater of :

               (1)  the Ring-fenced Amount; and

               (2)  the aggregate value of the accrued benefits of all
                    Transferring Ex-Clarks Members (calculated in the same
                    manner as is provided in clause 10.5) as at the Successor
                    Fund Transfer Date,

               with interest from the Successor Fund Transfer Date to the
               Superannuation Date at the rate which applies as at the Successor
               Fund Transfer Date under the governing rules of the Seller's Fund
               for the purpose of determining relevant benefits which are
               payable from the Seller's Fund.

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    10.7  CALCULATION OF SUPERANNUATION AMOUNT

          (a)  Within 10 Business Days after the Successor Fund Transfer Date,
               the Seller's Actuary must calculate the Ring-fenced Amount and
               the Superannuation Amount and notify the Buyer's Actuary of the
               Superannuation Amount and provide all information reasonably
               required to review the calculation of the Superannuation Amount.

          (b)  The Buyer is taken to have accepted the Superannuation Amount
               unless the Buyer's Actuary notifies the Seller's Actuary that it
               does not accept the Superannuation Amount within 10 Business Days
               after the Seller's Actuary provides to the Buyer's Actuary the
               information referred to in clause 10.7(a).

          (c)  The Buyer must pay the Superannuation Amount to the Guarantor on
               the Superannuation Date, with interest from the Superannuation
               Date to the date of payment at the rate which applies as at the
               Superannuation Date under the governing rules of the Seller's
               Fund for the purpose of determining relevant benefits which are
               payable from the Seller's Fund.

          (d)  If the Buyer's Actuary disputes the Superannuation Amount, the
               parties agree as follows:

               (1)  the parties must endeavour in good faith to resolve promptly
                    between themselves the dispute;

               (2)  if the parties are not able to resolve between themselves
                    the dispute within 10 Business Days of the date the Buyer's
                    Actuary serves the Seller's Actuary with written notice
                    under clause 10.7(b) the matter must be referred to the
                    Expert for determination; and

               (3)  the parties must bear the cost of the determination in such
                    manner as the Expert directs.

          (e)  Following completion of the Expert's calculation of the
               Superannuation Amount (Expert's SA Value):

               (1)  if the Expert's SA Value exceeds the Superannuation Amount,
                    then within 5 Business Days after the Expert's determination
                    is made the Buyer must pay to the Seller the amount of the
                    excess; or

               (2)  if the Expert's SA Value is less than the Superannuation
                    Amount, then within 5 Business Days after the Expert's
                    determination is made the Seller must pay to the Buyer the
                    amount of the deficiency.

    10.8  ACKNOWLEDGMENTS

          The Seller and the Buyer each acknowledge that the transactions
          contemplated by this agreement, and in particular the transactions
          contemplated by this clause 10, are not intended to cause a
          Termination Benefit to become payable from the Seller's Fund to any
          Transferring Ex-Clarks Member.

    10.9  EXTERNAL FUNDS

          Within one month (or any longer period agreed between the Buyer and
          the Seller) after the Completion Date, but in any event before the
          Transfer Date, the Buyer

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                                                       Australia Asset Agreement

          must become a participating employer in the External Funds with
          respect to the Transferring Employees who are members of the External
          Funds and must make contributions to the External Funds at a rate
          which is at least equal to the minimum rate prescribed by the
          Superannuation Guarantee (Administration) Act 1992.

    10.10 CONTRIBUTIONS BY ASSOCIATED EMPLOYER

          The Buyer must continue to contribute to the Seller's Fund in respect
          of the Transferring Ex-Clarks Members in accordance with its deed of
          admission as an Associated Employer until the Successor Fund Transfer
          Date.

    10.11 UNDERTAKINGS BY BUYER AND SELLER

          (a)  The Seller will provide, and will use all reasonable endeavours
               to ensure that the trustee of the Seller's Fund provides, to the
               Buyer and to the trustee of the Buyer's Fund any information
               reasonably required by them to give effect to this clause 10.

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

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

               (2)  alter any Accrued Benefit Value,

               except:

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

               (4)  with the consent of the Buyer.

          (c)  The Buyer will provide, and will use all reasonable endeavours to
               ensure that the trustee of the Buyer's Fund provides, to the
               Seller and to the trustee of the Seller's Fund any information
               reasonably required by them to give effect to this clause 10.

          (d)  The Buyer will use all reasonable endeavours to ensure that the
               governing rules of the Buyer's Fund contain provisions to the
               extent necessary to give effect to this clause 10.

          (e)  The Buyer will secure in respect of each Existing Member a
               benefit on his or her death or total and permanent disablement
               while employed by the Buyer between the Completion Date and the
               date he or she becomes a member of the Buyer's Fund pursuant to
               clause 10.3 of an amount at least equal to:

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

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                                                       Australia Asset Agreement

               less:

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

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

    10.12 INDEMNITY

          The Guarantor indemnifies the Buyer against:

          (a)  any claim (including legal costs incurred ) in respect of the
               Ring-fenced Amount (other than in respect of the Transferring
               Ex-Clarks Members' accrued benefits);

          (b)  any claim (including legal costs incurred) in respect of the
               Buyer's participation as an Associated Employer (other than in
               respect of the usual obligations of an Associated Employer); and

          (c)  any loss or liability incurred as a result of a breach of
               paragraph 13.5 of the Seller's Warranties.

11  RELEASE OF GUARANTEES

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

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

12  PERIOD BEFORE COMPLETION

    12.1  CARRYING ON BUSINESS

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

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

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                                                       Australia Asset Agreement

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

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

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

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

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

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

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

    12.2  ACCESS

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

13  AFTER COMPLETION

    13.1  SUPPLY OF AFTER-SALES SERVICE

          After Completion the Buyer must:

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

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

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

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                                                       Australia Asset Agreement

    13.2  RECONCILIATION FOR RETURNED GOODS

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

    13.3  SUPPLIER'S WARRANTIES

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

    13.4  ACCESS BY SELLER

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

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

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

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

    13.5  ACCESS TO EXCLUDED RECORDS BY BUYER

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

    13.6  TAX RETURNS

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

14  STRATEGIC INVESTMENT PROGRAMME

          (a)  The parties agree that at or as soon as practicable after
               Completion, they will do everything necessary to procure that
               each SIP Registration is transferred to the Buyer.

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          (b)  The parties acknowledge that their respective entitlements to
               receive the benefit of any amounts received under the SIP Scheme
               in respect of the SIP Registrations, are set out in the
               Co-ordination Agreement, except in relation to the SIP Receivable
               which is a Business Asset transferred under this agreement.

15  COMPETITION

    15.1  UNDERTAKING

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

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

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

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

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

    15.2  ACQUISITION OF INTERESTS IN COMPETING BUSINESSES

          Clause 15.1 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.

    15.3  EXCLUSION FROM RESTRAINT

          This clause 15 does not restrict the Seller or any of its Related
          Corporations from:

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

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

    15.4  RELATED CORPORATIONS

          The Buyer agrees that the provisions of this clause 15 only apply to
          the Related Corporations of the Seller for so long as those entities
          remain Related Corporations of the Seller.

    15.5  SEVERABILITY

          (a)  If any of the several separate and independent covenants and
               restraints in clause 15.1 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 15.1.

          (b)  If any of the prohibitions or restrictions contained in this
               clause 15 is judged to go beyond what is reasonable in the
               circumstances and necessary to protect the goodwill of the
               Seller, but would be judged reasonable and necessary if any
               activity were deleted or the period or area were reduced, then
               the prohibitions or restrictions apply with that activity deleted
               or that period or area reduced by the minimum amount necessary.

16  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.

17  LIMITATION OF LIABILITY

    17.1  CO-ORDINATION AGREEMENT

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

    17.2  SPECIFIC EXCLUSIONS - FREEHOLD  PROPERTIES

          (a)  The Buyer acknowledges that apart from the Seller's Warranties
               the terms and warranties implied by the operation of section 52A
               of the Conveyancing Act 1919 (NSW) and Regulations 6 and 7 of the
               Conveyancing (Sale of Land) Regulations (2000), and provided that
               nothing in this clause 17.2(a) shall operate in any way to limit
               the liability of the Guarantor under clause 6.8 of the
               Co-ordination Agreement, in respect of the Freehold Properties
               known as:

               (1)  159 Kingsgrove Road, Kingsgrove, New South Wales; and

               (2)  16 Bellambi Road, Bellambi, New South Wales,

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               it has relied on its own investigations and assessment of and has
               relied on no representation or warranty but acknowledges the
               disclosure referred to in clause 17.2(b) and will bring no Claim
               against the Seller or its Related Corporations, officers,
               employees, agents or advisers in relation to any breach of
               Environmental Law or any Environmental Liability which may affect
               the Buyer or any other person in relation to ownership of those
               Freehold Properties.

          (b)  The Buyer acknowledges that it has been given the opportunity to
               make physical inspections of the Freehold Properties and
               buildings, plant, equipment and other assets located at the
               Freehold Properties and accepts that apart from the Seller's
               Warranties and the terms and warranties implied by the operation
               of section 52A of the Conveyancing Act 1919 NSW and Regulations 6
               and 7 of the Conveyancing (Sale of Land) Regulations (2000) , in
               respect of the Freehold Properties known as:

               (1)  159 Kingsgrove Road, Kingsgrove, New South Wales; and

               (2)  16 Bellambi Road, Bellambi, New South Wales,

               it has relied on its own investigations and assessment of and it
               has relied on no representation or warranty and will bring no
               Claim against the Seller or its Related Corporations, officers,
               employees, agents or advisers in relation to the dimensions,
               description, condition, fitness for use, safety or legal
               compliance status of those Freehold Properties or any buildings,
               plant, equipment or other assets located at the Freehold
               Properties.

          (c)  The Buyer acknowledges that in respect of the property known as 9
               Sodium Street, Narangba, Queensland (Narangba Property):

               (1)  the Narangba Property is included in the Environmental
                    Management Register;

               (2)  the Buyer has received from the Seller and read before the
                    date of this agreement, a notice pursuant to section 421(2)
                    of the Environmental Protection Act 1994 (Qld) in respect of
                    the Narangba Property.

          (d)  The Buyer acknowledges that the warranties implied by section 3
               of the Conveyancing and Law of Property Act 1884 (Tasmania) and
               section 56 of the Land Titles Act 1980 (Tasmania) do not apply to
               this agreement.

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

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

               (2)  in the case of the Freehold Property located at Bellambi
                    (described in paragraph 3(b) above), the registered lease
                    number 727645;

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

               (4)  in the case of the Sunnybank Hills Property, the provisions
                    of the Land Act 1994 (Qld) and the reservations, exceptions
                    and conditions (if any) contained in the terms of the grant
                    of the Sunnybank Hills Property;

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

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

    17.3  DISCLOSURE STATEMENTS

          (a)  The Buyer acknowledges that prior to the execution of this
               agreement, the Buyer received from the Seller:

               (1)  a Vendor's Statement under section 32 of the Sale of Land
                    Act 1962 (Vic) (Vendor's Statement) in relation to all
                    Freehold Properties located in Victoria;

               (2)  the prescribed documents under section 52A(2) of the
                    Conveyancing Act 1919 (NSW) (Section 52A Statement) in
                    relation to all Freehold Properties located in New South
                    Wales; and

               (3)  a notice pursuant to section 421(2) of the Environmental
                    Protection Act 1994 (Qld) (Environmental) Management
                    Register Notice in respect of the Narangba Property.

          (b)  The Vendor's Statement, section 52A Statement and Environmental
               Management Register Notice are scheduled to the Disclosure
               Schedule.

    17.4  PROPERTY COVENANTS

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

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

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

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

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

    17.5  TRANSFER OF SUNNYBANK HILLS PROPERTY

          (a)  Despite anything to the contrary in this agreement, the Buyer
               acknowledges that on Completion the Buyer may not obtain a
               transfer of the Sunnybank Hills Property capable of immediate
               registration.

          (b)  As soon as practicable following the date of this agreement, the
               Seller and the Buyer must use their best endeavours to transfer
               the Sunnybank Hills Property to the Buyer by attending to the
               matters referred to in clause 17.5(c).

          (c)  The Seller and the Buyer must:

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               (1)  at the Seller's cost, make the necessary application
                    pursuant to the Land Act 1994 for consent to the transfer of
                    the Sunnybank Hills Property to the Buyer; and

               (2)  the Seller must deliver the consent to the Buyer within 2
                    Business Days of receipt of the same or on Completion
                    whichever is the latter.

          (d)  For the purposes of this clause 17.5, the Buyer must do all
               things necessary to enable the Seller to obtain the consent
               referred to in clause 17.5(c)(1).

    17.6  OBLIGATIONS PENDING TRANSFER - SUNNYBANK HILLS PROPERTY

          If the Sunnybank Hills Property has not been transferred to the Buyer
          by Completion, then after Completion:

          (a)  the Buyer must:

               (1)  to the extent it lawfully can, perform all the Seller's
                    obligations in respect of the Sunnybank Hills Property; and

               (2)  indemnify the Seller against any Loss suffered, paid or
                    incurred by the Seller after the Effective Time in respect
                    of the Sunnybank Hills Property other than one which is
                    attributable to default of the Seller in discharging the
                    Seller's obligations in respect of the Sunnybank Hills
                    Property before the Effective Time provided always that this
                    exclusion from the Buyer's indemnity obligation does not
                    apply to a default or obligation relating to the physical
                    condition of the Sunnybank Hills Property unless it is the
                    subject of a notice from the relevant lessor received by the
                    Seller before the date of this agreement; and

               (3)  pay all rental for the Sunnybank Hills Property from the
                    Effective Time, as and when it falls due; and

          (b)  the Seller must:

               (1)  if the Buyer cannot lawfully perform an obligation or
                    exercise a right of the Seller in respect of the Sunnybank
                    Hills Property, at the request and expense of and with the
                    full assistance of the Buyer use all reasonable endeavours
                    to perform that obligation or exercise that right; and

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

    17.7  USE OR OCCUPATION PENDING TRANSFER/FAILURE TO TRANSFER

          (a)  If the Sunnybank Hills Property has not been transferred to the
               Buyer by Completion the Seller must, to the extent it lawfully
               can, allow the Buyer to use or occupy the Sunnybank Hills
               Property as licensee from Completion until the transfer is
               completed.

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          (b)  If the Sunnybank Hills Property has not been transferred to the
               Buyer by the date [6 months] after Completion or another later
               date agreed by the parties, the Seller will immediately repay the
               amount of the Purchase Price apportioned to the Sunnybank Hills
               Property under the Co-ordination Agreement to the Buyer and the
               Sunnybank Hills Property will remain the Seller's.

18  GST

    18.1  SUPPLY OF A GOING CONCERN

          (a)  The parties agree that the transfer of the Business Assets from
               the Seller to the Buyer under this agreement is the supply of a
               going concern for the purposes of section 38-325 of the GST Act.

          (b)  Under this agreement, the Seller supplies to the Buyer all of the
               things necessary for the continued operation of the Business.

          (c)  The Buyer warrants that it is registered or required to be
               registered for GST purposes.

    18.2  GST PASS-ON

          (a)  If it is subsequently determined by the Commissioner of Taxation
               that a liability exists in respect of a supply made by a party
               (Supplier) under or in connection with this agreement, the
               Supplier may, to the extent that the consideration otherwise
               provided for that supply under this agreement is not stated to
               already include an amount in respect of GST on the supply:

               (1)  increase the consideration otherwise provided for that
                    supply under this agreement by the amount of that GST; or

               (2)  otherwise recover from the recipient of the supply
                    (Recipient) the amount of that GST together with any penalty
                    or interest amount levied on that GST.

          (b)  The recovery of any amount in respect of GST by the Supplier
               under this agreement on a supply is subject to the issuing of the
               relevant Tax Invoice or Adjustment Note to the Recipient.

          (c)  If there is an adjustment event in relation to a supply which
               results in the amount of GST on a supply being different from the
               amount in respect of GST recovered by the Supplier, as
               appropriate, the Supplier:

               (1)  may recover from the Recipient the amount by which the
                    amount of GST on the supply exceeds the amount recovered;
                    and

               (2)  must refund to the Recipient the amount by which the amount
                    recovered exceeds the amount of GST on the supply.

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19  GUARANTEE AND INDEMNITY - SELLER

    19.1  GUARANTEE

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

    19.2  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.

    19.3  EXTENT OF GUARANTEE AND INDEMNITY

          (a)  This clause 19 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 19 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 19 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 19 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.

    19.4  CONTINUING GUARANTEE AND INDEMNITY

          This clause 19 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.

    19.5  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:

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                                                       Australia Asset Agreement

               (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.

    19.6  RIGHTS

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

20  GUARANTEE AND INDEMNITY - BUYER

    20.1  GUARANTEE

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

    20.2  INDEMNITY

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

    20.3  EXTENT OF GUARANTEE AND INDEMNITY

          (a)  This clause 20 applies:

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

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

          (b)  The obligations of the Buyer Guarantor under this clause 20
               extend to any change in the obligations of the Buyer as a result
               of any amendment, supplement, renewal or replacement of this
               agreement.

          (c)  This clause 20 is not affected, nor are the obligations of the
               Buyer Guarantor under this agreement released or discharged or
               otherwise affected, by anything which, but for this provision,
               might have that effect.

          (d)  This clause 20 applies:

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

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

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    20.4  CONTINUING GUARANTEE AND INDEMNITY

          This clause 20 is a continuing obligation of the Buyer Guarantor
          despite any settlement of account and remains in full force and effect
          until the obligations of the Buyer under this agreement have been
          performed.

    20.5  WARRANTIES OF THE GUARANTOR

          The Buyer Guarantor represents and warrants to the Seller that:

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

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

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

               (2)  the constitution of the Buyer Guarantor; or

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

    20.6  RIGHTS

          The Buyer Guarantor waives any right it has of first requiring the
          Seller to commence proceedings or enforce any other right against the
          Buyer or any other person before claiming under this clause 20.

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SCHEDULE 1 - WARRANTIES

CLAUSE 1.1 (DEFINITIONS)

A.  BUYER'S WARRANTIES

1   BUYER AUTHORISED

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

2   POWER TO BUY

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

3   NO LEGAL IMPEDIMENT

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

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

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

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

4   NO LIQUIDATION OR WINDING-UP

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

5   NO PETITION

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

6   NO WRIT OF EXECUTION

          No writ of execution has issued against the Buyer.

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7   NO RECEIVER OR ADMINISTRATOR

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

8   BUYER'S KNOWLEDGE

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

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B.  SELLER'S WARRANTIES

1   AUTHORITIES

    1.1   SELLER AUTHORISED

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

    1.2   POWER TO SELL

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

    1.3   NO LEGAL IMPEDIMENT

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

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

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

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

    1.4   CORPORATE POWER

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

2   COMPLIANCE WITH LAW

    2.1   COMPLIANCE WITH LAW

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

    2.2   AUTHORISATIONS

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

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3   POSITION SINCE 30 JUNE 2001

    3.1   POST ACCOUNTS DATE

          Since 30 June 2001:

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

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

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

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

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

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

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

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

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

    3.2   SUPPLIERS/CUSTOMERS

          Since 30 June 2001:

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

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

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

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

          (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:

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

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

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

4   TANGIBLE ASSETS

    4.1   TITLE TO ASSETS

          All material Tangible Assets are:

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

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

    4.2   ASSETS NOT OWNED

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

    4.3   PLANT AND EQUIPMENT

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

          (a)  in good working order;

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

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

5   ENCUMBRANCES

    5.1   OWNERSHIP OF BUSINESS ASSETS

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

    5.2   DISCHARGES BY COMPLETION

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

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                                                       Australia Asset Agreement

    5.3   BUSINESS ASSETS USED IN BUSINESS

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

6   INTELLECTUAL PROPERTY RIGHTS

    6.1   SCOPE

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

    6.2   OWNERSHIP AND USE

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

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

    6.3   NO THIRD PARTY RIGHTS

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

    6.4   NO INFRINGEMENT

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

    6.5   DISPUTES

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

    6.6   ASSIGNMENTS

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

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                                                       Australia Asset Agreement

    6.7   ROYALTIES/FEES

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

7   ASSETS LEASES

    7.1   NATURE

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

    7.2   NO DEFAULT

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

    7.3   VALIDITY

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

          (a)  is valid and subsisting;

          (b)  has not been amended or modified; and

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

    7.4   ASSETS LEASES USED IN THE BUSINESS

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

8   CONTRACTS

    8.1   NATURE OF CONTRACTS

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

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

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

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

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

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

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                                                       Australia Asset Agreement

          (f)  are distribution or agency agreements; or

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

    8.2   NO DEFAULT

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

    8.3   FOREIGN CURRENCY

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

    8.4   COPIES OF CONTRACTS

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

9   PROPERTIES

    9.1   INTERESTS

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

    9.2   OCCUPATION AND USE

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

    9.3   NO BREACH

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

    9.4   NO NOTICES

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

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                                                       Australia Asset Agreement

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

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

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

    9.5   PROPERTY DETAILS

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

    9.6   PROPERTY DISCLOSURE

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

    9.7   DISPUTES

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

    9.8   FREEHOLD PROPERTY - SPECIFIC WARRANTIES

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

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

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

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

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

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

    9.9   PROPERTY LEASE DISCLOSURE

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

                                                                         page 51

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                                                       Australia Asset Agreement

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

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

    9.10  TERMINATION NOTICE

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

    9.11  ASSIGNMENT

          The Seller:

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

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

10  OFFERS OUTSTANDING

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

11  MEMBERSHIPS

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

12  EMPLOYEES

    12.1  LIST OF EMPLOYEES COMPLETE

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

    12.2  INCENTIVE SCHEMES

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

    12.3  SERVICE AGREEMENTS

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

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                                                       Australia Asset Agreement

    12.4  MANAGEMENT AGREEMENTS

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

    12.5  DISPUTES

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

    12.6  COMPLIANCE

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

    12.7  DISCLOSURE

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

13  SUPERANNUATION

    13.1  LIST OF SUPERANNUATION SCHEMES COMPLETE

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

    13.2  GOVERNING RULES OF SELLER'S FUND

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

    13.3  FUNDING

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

    13.4  ACCRUED BENEFIT VALUES

          There are sufficient assets in the Seller's Fund to support the
          payment of:

          (a)  each Existing Member's Termination Benefit or Accrued Benefit
               Value (as applicable); and

          (b)  the amount specified in clause 10.6(b) in respect of the
               Transferring Ex-Clarks Members.

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                                                       Australia Asset Agreement

    13.5  POWER TO PAY AMOUNT IN RESPECT OF TRANSFERRING EX-CLARKS MEMBERS

          The Trustee of the Seller's Fund has power and may properly pay the
          amount specified in clause 10.6(b) to the Buyer's Fund under the
          Successor Fund Agreement.

14  LITIGATION

    14.1  NOT A PARTY TO ANY LITIGATION

          The Seller is not:

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

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

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

    14.2  NO CIRCUMSTANCES

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

15  [NOT USED]

16  SOLVENCY

    16.1  NO LIQUIDATION OR WINDING-UP

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

    16.2  NO PETITION

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

    16.3  NO WRIT OF EXECUTION

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

    16.4  NO RECEIVER OR ADMINISTRATOR

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

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                                                       Australia Asset Agreement

    16.5  PAYMENT OF DEBTS

          The Seller:

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

          (b)  is not insolvent within the meaning of section 95A of the
               Corporations Act; and

          (c)  is not subject to voluntary administration under Part 5.3A of the
               Corporations Act.

17  INSURANCE

    17.1  POLICIES

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

    17.2  NOTICE

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

18  INFORMATION

    18.1  WRITTEN INFORMATION

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

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

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

    18.2  ACCURACY

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

19  BUSINESS RECORDS

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

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                                                       Australia Asset Agreement

20  SELLER'S KNOWLEDGE

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

21  DUTIES

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

22  TRADE PRACTICES

          So far as the Seller is aware, the Seller has not in the two years
          before Completion, committed or omitted to do any act or thing the
          commission or omission of which is a material contravention of the
          Trade Practices Act 1979 (Cth), the Fair Trading Act (NSW) or like
          legislation in any other state or territory of Australia.

23  LIABILITY UNDER ASSET AND OTHER SALE AGREEMENTS

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

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                                                       Australia Asset Agreement

SCHEDULE 2 - DISCLOSURE SCHEDULE

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

          Seller Warranty Number              Matter Disclosed

                                                                         page 57

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                                                       Australia Asset Agreement

SCHEDULE 3 - EMPLOYEES

    As annexed

                                                                         page 58

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                                                       Australia Asset Agreement

SCHEDULE 4 - INTELLECTUAL PROPERTY RIGHTS

    Part 1 - Owned by the Seller

    Part 2 - Licensed to the Seller

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

                                                                         page 59

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                                                       Australia Asset Agreement

    PART 1

    As annexed

                                                                         page 60

<PAGE>

                                                       Australia Asset Agreement

    PART 2

    As annexed

                                                                         page 61

<PAGE>

                                                       Australia Asset Agreement

    PART 3

    As annexed

                                                                         page 62

<PAGE>

                                                       Australia Asset Agreement

SCHEDULE 5 - CONTRACTS AND ASSETS LEASES

    PART 1   CONTRACTS

    As annexed

    PART 2   ASSETS LEASES

    As annexed
t
    PART 3   FOREIGN EXCHANGE CONTRACTS

    As annexed

                                                                         page 63

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                                                       Australia Asset Agreement

    PART 1

    As annexed

                                                                         page 64

<PAGE>

                                                       Australia Asset Agreement

    PART 2

    As annexed

                                                                         page 65

<PAGE>

                                                       Australia Asset Agreement

    PART 3

    As annexed

                                                                         page 66

<PAGE>

                                                       Australia Asset Agreement

SCHEDULE 6 - STATUTORY LICENCES

                                                                         page 67

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                                                       Australia Asset Agreement

SCHEDULE 7 - LEASED PROPERTIES

    As annexed

                                                                         page 68

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                                                       Australia Asset Agreement

SCHEDULE 8 - PLANT AND EQUIPMENT

    PART 1   PLANT AND EQUIPMENT

    As annexed

    PART 2   NOVATED LEASES

    As annexed

                                                                         page 69

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                                                       Australia Asset Agreement

    PART 1

    As annexed

                                                                         page 70

<PAGE>

                                                       Australia Asset Agreement

    PART 2

    As annexed

                                                                         page 71

<PAGE>

                                                       Australia Asset Agreement

SCHEDULE 9 - LETTERS OF CREDIT

    As annexed

                                                                         page 72

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                                                       Australia Asset Agreement

SCHEDULE 10 - FREEHOLD PROPERTIES

                                                                         page 73

<PAGE>

                                                       Australia Asset Agreement

SCHEDULE 11 - ACCEPTED LIABILITIES

                                                                         page 74

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                                                       Australia Asset Agreement

SCHEDULE 12 - GUARANTEES
u
                                                                         page 75

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                                                       Australia Asset Agreement

SCHEDULE 13 - EXTERNAL FUNDS

                                                                         page 76

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                                                       Australia Asset Agreement

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
Textile Industrial Design and Engineering Pty Ltd
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
Union Knitting Mills Pty Ltd
by its duly authorised Attorney under Power
in the presence of:

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


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

                                                                         page 77

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                                                       Australia Asset Agreement

Signed for and on behalf of
Boydex International Pty Ltd
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
Foamlite (Australia) Pty Ltd
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
Vita Pacific Pty Ltd
by its duly authorised Attorney under Power
in the presence of:

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


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


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

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


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

                                                                         page 78

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                                                       Australia Asset Agreement

Signed for and on behalf of
Niblick Pty Ltd
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
Cliburn Investments Pty Ltd
by its duly authorised Attorney under Power
in the presence of:

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


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

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

/s/ Andrew Cummins                                     /s/ Justin Ryan
-------------------------                              -------------------------
Director                                               Director

Andrew Cummins                                         Justin Ryan
-------------------------                              -------------------------
Name (please print)                                    Name (please print)

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

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


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

                                                                         page 79

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                                                       Australia Asset Agreement

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

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


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

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

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


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

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

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

/s/
-------------------------                              -------------------------
Name (please print)                                    Name (please print)

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

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


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

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

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

                                                                         page 80

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                                                       Australia Asset Agreement

                                                                         page 81

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                                                       Australia Asset Agreement

ANNEXURE A - ASSIGNMENT OF TRADEMARKS

    As annexed

<PAGE>

                                                       Australia Asset Agreement

ANNEXURE B - ASSIGNMENT OF CONTRACTS AND ASSET LEASES

    As annexed

<PAGE>

                                                       Australia Asset Agreement

ANNEXURE C - ASSIGNMENT OF PROPERTY LEASES

    As annexed

<PAGE>

                                                       Australia Asset Agreement

ANNEXURE D - [NOT USED]

<PAGE>

                                                       Australia Asset Agreement

ANNEXURE E - TRADE MARK RELATIONSHIP AGREEMENT

    As annexed

<PAGE>

                                                       Australia Asset Agreement

ANNEXURE F - SUCCESSOR FUND AGREEMENT

    As annexed