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                                                                     EXHIBIT 4.9

SHARE SALE AGREEMENT
PACIFIC BRANDS (UK) LTD

Pacific Dunlop Holdings (Europe) Limited

Pacific Dunlop Limited

and

PB Holdings NV


[LOGO OF FREEHILLS]

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

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

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

Reference

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TABLE OF CONTENTS

Clause                                                                      Page

1        Definitions and interpretation                                        1

         1.1      Definitions                                                  1
         1.2      Interpretation                                               4
         1.3      Business Day                                                 5
         1.4      Conflict                                                     5

2        Sale and purchase                                                     6

         2.1      Sale of shares                                               6
         2.2      Associated rights                                            6

3        Purchase Price                                                        6

         3.1      Amount                                                       6
         3.2      Payment at Completion                                        6
         3.3      Final payment                                                6

4        Completion                                                            6

         4.1      Date for Completion                                          6
         4.2      Delivery of documents                                        6
         4.3      Board meetings                                               7
         4.4      Buyer's obligations at completion                            7
         4.5      Interdependence                                              7
         4.6      Conduct until Shares are registered                          8

5        Before Completion                                                     8

         5.1      Carrying on Business                                         8
         5.2      Treatment of Cash in Hand                                    8
         5.3      Inter Company Debt                                           9

6        After Completion                                                      9

         6.1      Obligations relating to Taxes or Duties                      9
         6.2      Consultation                                                 9

7        Warranties                                                            9

8        Limitation of liability                                               9

9        Competition                                                          10

         9.1      Undertaking                                                 10
         9.2      Acquisition of interests in competing Businesses            10
         9.3      Exclusion from restraint                                    10
         9.4      Associates                                                  11
         9.5      Severability                                                11

10       Release of guarantees                                                11

11       Guarantee and indemnity                                              11

         11.1     Guarantee                                                   11
         11.2     Indemnity                                                   11
         11.3     Extent of guarantee and indemnity                           11
         11.4     Continuing guarantee and indemnity                          12
         11.5     Warranties of the Guarantor                                 12

                                                                          page 1

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         11.6     Rights                                                      12

Schedule 1 - Share Details                                                    13

Schedule 2 - Warranties                                                       14

Schedule 3 - Disclosure Schedule                                              30

Schedule 4 - Intellectual Property Rights                                     31

Schedule 5 - Superannuation funds                                             32

Schedule 6 - Contracts                                                        33

Schedule 7 - Guarantees                                                       34

Schedule 8 - Employees                                                        35

Schedule 9 - Plant and Equipment                                              36

Schedule 10 - Assets Leases                                                   37

Schedule 11 - Properties                                                      38

Schedule 12 - Inter Company Debt                                              39

                                                                          page 2

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THIS SHARE SALE AGREEMENT

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

RECITALS

                  A.      The Seller is the owner of the Shares.

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

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

THE PARTIES AGREE

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

1        DEFINITIONS AND INTERPRETATION

         1.1      DEFINITIONS

                  In this agreement:

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

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

                  Accounts Date means 30 June 2001;

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

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

                  Associate means any person who is a connected person (as
                  defined in section 839 of the Income and Corporations Taxes
                  Act 1988 (United Kingdom)) of a seller;

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

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

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

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

                                                                          page 1

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

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

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

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

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

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

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

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

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

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

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

                  (a)     the Assets Leases; and

                  (b)     leases in relation to the Properties;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  immediately before Completion;

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

                  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;

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

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

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

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

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

                  Properties means the properties leased under the Property
                  Leases;

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

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

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

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

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

                  Shares means all the shares in the capital of the Company, as
                  described in the column headed "Shares legally owned by the
                  Seller" in part 5 of schedule 1;

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

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

                  Stephen Tierney Share means the 1 share held by Stephen
                  Tierney on trust for the Seller as described in part 5 of
                  schedule 1;

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

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

                  Tangible Assets means Plant and Equipment and Stock;

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

                  Tax Law means any law relating to Tax; and

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

         1.2      INTERPRETATION

                  In this agreement, unless the context otherwise requires:

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

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

                  (c)     words importing a gender include any gender;

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

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

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

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

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

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

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

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

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

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

         1.3      BUSINESS DAY

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

         1.4      CONFLICT

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

                                                                          page 5

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2        SALE AND PURCHASE

         2.1      SALE OF SHARES

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

         2.2      ASSOCIATED RIGHTS

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

3        PURCHASE PRICE

         3.1      AMOUNT

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

         3.2      PAYMENT AT COMPLETION

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

         3.3      FINAL PAYMENT

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

4        COMPLETION

         4.1      DATE FOR COMPLETION

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

         4.2      DELIVERY OF DOCUMENTS

                  At Completion, the Seller must deliver to the Buyer:

                  (a)     original share certificates for the Shares;

                                                                          page 6

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

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

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

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

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

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

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

         4.3      BOARD MEETINGS

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

                  (a)     approval of the registration of the Buyer as the
                          holder of the Shares in the register of members of the
                          Company; and

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

         4.4      BUYER'S OBLIGATIONS AT COMPLETION

                  At Completion the Buyer must pay the Seller an estimate of the
                  Purchase Price in accordance with clause 3.2.

         4.5      INTERDEPENDENCE

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

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

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

                                                                          page 7

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         4.6      CONDUCT UNTIL SHARES ARE REGISTERED

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

5        BEFORE COMPLETION

         5.1      CARRYING ON BUSINESS

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

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

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

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

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

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

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

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

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

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

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

                  (k)     alter its constitution,

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

         5.2      TREATMENT OF CASH IN HAND

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

                                                                          page 8

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

         5.3      INTER COMPANY DEBT

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

6        AFTER COMPLETION

         6.1      OBLIGATIONS RELATING TO TAXES OR DUTIES

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

         6.2      CONSULTATION

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

7        WARRANTIES

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

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

8        LIMITATION OF LIABILITY

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

                                                                          page 9

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9        COMPETITION

         9.1      UNDERTAKING

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

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

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

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

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

         9.2      ACQUISITION OF INTERESTS IN COMPETING BUSINESSES

                  Clause 9.1 does not prevent the Seller or any of its
                  Associates 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 Associate uses its best
                          endeavours to dispose of the competing business or its
                          interest in the business within 12 months after its
                          acquisition.

         9.3      EXCLUSION FROM RESTRAINT

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

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

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

                                                                         page 10

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         9.4      ASSOCIATES

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

         9.5      SEVERABILITY

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

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

10       RELEASE OF GUARANTEES

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

                  (b)     If the Buyer is unable to secure the release under
                          clause 10(a), then the Buyer must pay the Seller an
                          amount equal to any Loss which the Seller or any
                          Associate of the Seller pays, suffers, incurs, or is
                          liable for in relation to any Guarantee or Encumbrance
                          referred to in clause 10(a) which relates to any act
                          or omission of the Company after Completion.

11       GUARANTEE AND INDEMNITY

         11.1     GUARANTEE

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

         11.2     INDEMNITY

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

         11.3     EXTENT OF GUARANTEE AND INDEMNITY

                  (a)     This clause 11 applies:

                                                                         page 11

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

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

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

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

                  (d)     This clause 11 applies:

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

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

         11.4     CONTINUING GUARANTEE AND INDEMNITY

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

         11.5     WARRANTIES OF THE GUARANTOR

                  The Guarantor represents and warrants to the Buyer that:

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

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

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

                          (2)      the constitution of the Guarantor; or

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

         11.6     RIGHTS

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

                                                                         page 12

<PAGE>

SCHEDULE 1 - SHARE DETAILS

         PART 1 - SELLER

         Pacific Dunlop Holdings (Europe) Limited

         PART 2 - BUYER

         PB Holdings NV of 1170 Brussels, Terhulpsesteenweg 166

         PART 3 - GUARANTOR

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

         PART 4 - COMPANY

         Pacific Brands (UK) Ltd

         PART 5 - SHARES

<TABLE>
<CAPTION>
                                                                                                SHARES HELD ON
                          PLACE OF          AUTHORISED        ISSUED       SHARES LEGALLY        BEHALF OF THE
          COMPANY       INCORPORATION        CAPITAL          CAPITAL      OWNED BY SELLER          SELLER
         --------------------------------------------------------------------------------------------------------
         <S>           <C>               <C>                  <C>          <C>                 <C>
         Pacific       United Kingdom    (pound)10,000,000    2,000,000    1,999,999 held      1 held by Stephen
         Brands                          (10,000,000,                      by Seller           Tierney as trustee
         (UK) Ltd                        @ (pound)1  per
                                         share)
</TABLE>

         PART 6 - BUSINESS

         Footwear wholesaler

                                                                         page 13

<PAGE>

SCHEDULE 2 - WARRANTIES

PART 1 - BUYER'S WARRANTIES

1        BUYER AUTHORISED

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

2        POWER TO BUY

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

3        NO LEGAL IMPEDIMENT

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

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

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

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

4        SOLVENCY

         (a)      The Buyer has not:

                  (1)     gone into liquidation nor passed a winding up
                          resolution nor received or published a notice under
                          sections 601AA or 601AB of the Corporations Act or any
                          similar insolvency law of Belgium;

                  (2)     gone into  liquidation  under the  Insolvency  Act
                          1986 (United Kingdom) nor been removed from the United
                          Kingdom companies register.

         (b)      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.

         (c)      No writ of execution has issued against the Buyer.

         (d)      No receiver or statutory manager of any part of the Buyer's
                  undertaking or assets has been appointed.

                                                                         page 14

<PAGE>

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.

7        NO RECEIVER OR ADMINISTRATOR

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

8        KNOWLEDGE OF BUYER

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

                                                                         page 15

<PAGE>

PART 2 - SELLER'S WARRANTIES

1        AUTHORITIES

         1.1      SELLER AUTHORISED

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

         1.2      POWER TO SELL

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

         1.3      NO LEGAL IMPEDIMENT

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

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

                  (b)     the memorandum or articles of association of the
                          Seller; and

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

         1.4      CORPORATE POWER

                  The Company:

                  (a)     is validly existing and in good standing;

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

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

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

         1.5      CONSTITUTION

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

         1.6      CORPORATE NAME

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

                                                                         page 16

<PAGE>

2        COMPLIANCE WITH LAW

         2.1      COMPLIANCE WITH LAW

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

         2.2      AUTHORISATIONS

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

3        SHARES AND CAPITAL

         3.1      TITLE

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

         3.2      ISSUED CAPITAL

                  The Shares and the 1 share held by Stephen Tierney (as
                  described in part 5 of schedule 1) are all the issued shares
                  in the capital of the Company and were validly issued by the
                  Company.

         3.3      FULLY PAID

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

         3.4      ISSUE OF OTHER SECURITIES

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

4        POSITION SINCE THE ACCOUNTS DATE

         4.1      POST ACCOUNTS DATE

                  Since the Accounts Date the Company has not:

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

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

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

                                                                         page 17

<PAGE>

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

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

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

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

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

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

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

                  (k)     altered its memorandum or articles of association;

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

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

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

         4.2      SUPPLIERS/CUSTOMERS

                  Since the Accounts Date:

                  (a)     none of the following suppliers of the Business:
                          Kuehne & 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
                                   Company other than in the ordinary course of
                                   business;

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

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

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

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

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

                                                                         page 18

<PAGE>

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

5        TANGIBLE ASSETS

         5.1      TITLE TO ASSETS

                  All material Tangible Assets are:

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

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

         5.2      ASSETS NOT OWNED

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

         5.3      PLANT AND EQUIPMENT

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

                  (a)     in good working order;

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

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

6        ENCUMBRANCES

         6.1      OWNERSHIP OF SHARES

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

         6.2      DISCHARGES BY COMPLETION

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

7        INTELLECTUAL PROPERTY RIGHTS

         7.1      SCOPE

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

                                                                         page 19

<PAGE>

         7.2      OWNERSHIP AND USE

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

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

         7.3      NO THIRD PARTY RIGHTS

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

         7.4      NO INFRINGEMENT

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

         7.5      DISPUTES

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

         7.6      ROYALTIES/FEES

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

8        ASSETS LEASES

         8.1      NATURE

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

         8.2      NO DEFAULT

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

         8.3      VALIDITY

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

                  (a)     is valid and subsisting;

                  (b)     has not been amended or modified; and

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

                                                                         page 20

<PAGE>

         8.4      ASSETS LEASES USED IN THE BUSINESS

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

9        CONTRACTS

         9.1      NATURE OF CONTRACTS

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

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

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

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

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

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

                  (f)     are distribution or agency agreements; and

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

         9.2      NO DEFAULT

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

         9.3      FOREIGN CURRENCY

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

         9.4      COPIES OF CONTRACTS

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

         9.5      TAXES

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

                                                                         page 21

<PAGE>

10       PROPERTIES

         10.1     COMPANY'S INTEREST

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

         10.2     OCCUPATION AND USE

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

         10.3     NO BREACH

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

         10.4     NO NOTICES

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

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

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

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

         10.5     [NOT USED]

         10.6     PROPERTY DETAILS

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

         10.7     PROPERTY DISCLOSURE

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

         10.8     DISPUTES

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

                                                                         page 22

<PAGE>

         10.9     [NOT USED]

         10.10    PROPOSED DISPOSAL

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

         10.11    PROPERTY LEASE DISCLOSURE

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

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

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

         10.12    TERMINATION NOTICE

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

         10.13    ASSIGNMENT

                  Neither the Company nor the Seller:

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

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

11       OFFERS OUTSTANDING

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

12       SHAREHOLDINGS

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

13       MEMBERSHIPS

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

                                                                         page 23

<PAGE>

14       EMPLOYEES

         14.1     LIST OF EMPLOYEES COMPLETE

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

         14.2     INCENTIVE SCHEMES

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

         14.3     SERVICE AGREEMENTS

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

         14.4     MANAGEMENT AGREEMENTS

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

         14.5     DISPUTES

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

         14.6     COMPLIANCE

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

         14.7     COMPLIANCE

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

         14.8     DISCLOSURE

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

                                                                         page 24

<PAGE>

15       SUPERANNUATION

         15.1     LIST OF SUPERANNUATION FUNDS

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

         15.2     FUNDING

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

16       LITIGATION

         16.1     NOT A PARTY TO ANY LITIGATION

                  The Company is not:

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

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

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

         16.2     NO CIRCUMSTANCES

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

17       [NOT USED]

18       SOLVENCY

         18.1     NO LIQUIDATION OR WINDING-UP

                  The Company has not gone into liquidation under the Insolvency
                  Act 1986 (United Kingdom) nor been removed from the United
                  Kingdom companies register.

         18.2     NO PETITION

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

         18.3     NO WRIT OF EXECUTION

                  No writ of execution has issued against the Company.

                                                                         page 25

<PAGE>

         18.4     NO RECEIVER OR ADMINISTRATOR

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

         18.5     PAYMENT OF DEBTS

                  The Company:

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

                  (b)     is not insolvent within the meaning of the Insolvency
                          Act 1986; and

                  (c)     is not subject to voluntary administration under the
                          Insolvency Act 1986 (United Kingdom).

         18.6     LIQUIDATION

                  The Seller has not gone into liquidation under the Insolvency
                  Act 1986 (United Kingdom) nor been removed from the United
                  Kingdom companies register.

         18.7     PETITION

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

         18.8     WRIT OF EXECUTION

                  No writ of execution has issued against the Seller.

         18.9     RECEIVER MANAGER

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

19       INSURANCE

         19.1     POLICIES

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

20       INFORMATION

         20.1     WRITTEN INFORMATION

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

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

                                                                         page 26

<PAGE>

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

         20.2     ACCURACY

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

21       BUSINESS RECORDS

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

22       TAXES AND DUTIES

         22.1     TAX PAID

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

         22.2     SINCE ACCOUNTS DATE

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

         22.3     PROVISION IN ACCOUNTS

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

         22.4     WITHHOLDING TAX

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

         22.5     RECORDS

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

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

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

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

                                                                         page 27

<PAGE>

         22.6     RETURNS SUBMITTED

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

         22.7     RETURNS ACCURATE

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

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

                  (b)     has been submitted on time.

         22.8     COPIES ACCURATE

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

         22.9     NO DISPUTES

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

23       SELLER'S KNOWLEDGE

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

24       EFFECT OF SALE OF SHARES

         24.1     CUSTOMERS/SUPPLIER RELATIONSHIPS

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

         24.2     EFFECT OF SALE

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

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

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

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

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

                                                                         page 28

<PAGE>

25       TRADE PRACTICES

         So far as the Seller is aware, neither the Company nor any of its
         officers or employees has, in the two years before Completion,
         committed or omitted to do any act or thing the commission or omission
         of which is a material contravention of the Competition Act 1998 in the
         United Kingdom.

26       LIABILITY UNDER ASSET AND OTHER SALE AGREEMENTS

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

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

         (b)      pay any moneys under any indemnity,

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

                                                                         page 29

<PAGE>

SCHEDULE 3 - DISCLOSURE SCHEDULE

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

             Seller Warranty Number                 Matter Disclosed

                                                                         page 30

<PAGE>

SCHEDULE 4 - INTELLECTUAL PROPERTY RIGHTS

PART 1 - INTELLECTUAL PROPERTY RIGHTS OWNED BY THE COMPANY

         Refer to attached schedule of owned IP.

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

<TABLE>
<CAPTION>
                                  PROPERTY
PARTIES                           (eg TRADE MARK Etc)            TERRITORY/ EXCLUSIVITY         EXPIRY DATE
----------------------------------------------------------------------------------------------------------------
<S>                               <C>                            <C>                            <C>
Licensor - JC Bamford             JCB brand and any              United Kingdom, Channel        31 May 2002
Excavator Limited                 associated imagery owned       Islands Republic of
                                  or controlled by the           Ireland, France, Italy,
The Representative                Licensor                       Spain, Germany, Portugal,
                                                                 Benelux, South Africa,
-The Licensing Company Limited                                   Australia and Canada

Licensee - Pacific Brands                                        Non-exclusive for fashion
(UK) Limited                                                     and performance outdoor
                                                                 footwear

                                                                 Exclusivity for safety
                                                                 industrial footwear

Licensor - Stride Rite            "Sperry, " "Sperry             UK                             30 November 2004
International Corporation         Top-Sider" and associated
                                  Trade Marks for the
Licensee: Pacific Brands UK       purpose of the
                                  Distributor's performance
                                  under the agreement.
</TABLE>

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

                                                                         page 31

<PAGE>

SCHEDULE 5 - SUPERANNUATION FUNDS

         1. Royal & Sun alliance, Group Personal Pension Plan (25 employees).

         2. Sun Life Flexible Executive Pension Plan for Paul Simpson.

         3. Sun Life Flexible Executive Pension Plan for Jillian Helm.

         4. Sun Life Flexible Executive Pension Plan for Robert Williams.

                                                                         page 32

<PAGE>

SCHEDULE 6 - CONTRACTS

PART 1 - CONTRACTS

<TABLE>
<CAPTION>
  BUSINESS UNIT                         PARTIES                                         CONTRACT NAME
----------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                                   <C>
Pacific Brands UK      Pacific Brands (UK) & Famous Army Stores Ltd          Supply Agreement (5 October 1998)

                       Stride Rite International Corporation (USA) Ltd &     Distributorship Agreement (July 1, 2000)
                       Pacific Brands (UK)
</TABLE>

PART 2 - FOREIGN EXCHANGE CONTRACTS

         See attached

                                                                         page 33

<PAGE>

SCHEDULE 7 - GUARANTEES

                                                                         page 34

<PAGE>

SCHEDULE 8 - EMPLOYEES

                                                                         page 35

<PAGE>

SCHEDULE 9 - PLANT AND EQUIPMENT

                                                                         page 36

<PAGE>

SCHEDULE 10 - ASSETS LEASES

                                                                         page 37

<PAGE>

SCHEDULE 11 - PROPERTIES

Unit 1, Stretton Green Distribution Park, Appleton, Warrington, UK.

                                                                         page 38

<PAGE>

SCHEDULE 12 - INTER COMPANY DEBT

                                                                         page 39

<PAGE>

EXECUTED AS AN AGREEMENT:


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

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


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


Signed for and on behalf of
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:
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/                                          /s/
-----------------------------------------    -----------------------------------
Witness                                      Attorney


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

                                                                         page 40