<PAGE>   1
                                                                  EXHIBIT 10.6.1













                             LOAN FACILITY AGREEMENT




                         ANSELL HEALTHCARE INCORPORATED
                                    (ANSELL)




                                       AND




                          PACIFIC DUNLOP HOLDINGS INC.
                                      (PDH)




<PAGE>   2


TABLE OF CONTENTS

<TABLE>
<CAPTION>
Clause                                                                              Page
<S>                                                                              <C>

1.       DEFINITIONS AND INTERPRETATION                                                1

         1.1.     Definitions                                                          1
         1.2.     Interpretation                                                       5
         1.3.     Business Day                                                         6

2.       LOAN                                                                          6

         2.1.     Amount                                                               6
         2.2.     Drawing                                                              6
         2.3.     Currency                                                             7
         2.4.     Loan Agreement                                                       7
         2.5.     External Finance                                                     7

3.       CONDITIONS PRECEDENT                                                          7

         3.1.     Documents to be provided                                             7

4.       INTEREST                                                                      7

         4.1.     Interest                                                             7
         4.2.     Margin                                                               7
         4.3.     Funds deposited with Lender                                          8

5.       PAYMENT, REPAYMENT AND PREPAYMENT                                             8

         5.1.     Time and method of payment                                           8
         5.2.     Payments in gross                                                    8
         5.3.     Prepayment                                                           8

6.       REPRESENTATIONS AND WARRANTIES                                                9

         6.1.     Representations and warranties                                       9
         6.2.     Survival of representations and warranties                           9

7.       UNDERTAKINGS                                                                  9

         7.1.     Term of undertakings                                                 9
         7.2.     General undertakings                                                 9
         7.3.     Negative pledge and disposal of assets                              10
         7.4.     Financial Indebtedness                                              10
         7.5.     Application of surplus cash                                         10

8.       EVENTS OF DEFAULT                                                            11

         8.1.     Events of Default                                                   11
         8.2.     Consequences of default                                             13
</TABLE>




                                     PAGE 1
<PAGE>   3

<TABLE>
<CAPTION>
Clause                                                                              Page
<S>                                                                              <C>
9.       COSTS AND EXPENSES                                                           13

         9.1.     Costs and expenses                                                  13
         9.2.     Establishment Fee                                                   14
         9.3.     Tax                                                                 14
         9.4.     Additional payments                                                 14

10.      GUARANTEE                                                                    15

         10.1.    Guarantee                                                           15
         10.2.    Payment                                                             15
         10.3.    Amount of Secured Moneys                                            15
         10.4.    Proof by PDH                                                        15
         10.5.    Avoidance of payments                                               15
         10.6.    Indemnity for avoidance of Outstanding Moneys                       17
         10.7.    No obligation to marshal                                            17
         10.8.    Non-exercise of Ansell's rights                                     17
         10.9.    Principal and independent obligation                                17
         10.10.   Suspense account                                                    17
         10.11.   Unconditional nature of obligations                                 18
         10.12.   No competition                                                      19
         10.13.   Continuing guarantee                                                20
         10.14.   Variation                                                           20

11.      INTEREST ON OVERDUE AMOUNTS                                                  21

         11.1.    Payment of interest                                                 21
         11.2.    Accrual of interest                                                 21
         11.3.    Rate of interest                                                    21
         11.4.    Payment of Interest                                                 21

12.      ASSIGNMENT                                                                   21

         12.1.    Assignment by Ansell                                                21
         12.2.    Assignment by PDH                                                   21

13.      GENERAL                                                                      21

         13.1.    Notices                                                             21
         13.2.    Governing law and jurisdiction                                      22
         13.3.    Prohibition and enforceability                                      23
         13.4.    Waivers                                                             23
         13.5.    Variation                                                           23
         13.6.    Cumulative rights                                                   23
         13.7.    Certificates of PDH                                                 23
         13.8.    Counterparts                                                        24
</TABLE>


SCHEDULE 1 - CONDITIONS PRECEDENT




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THIS LOAN FACILITY AGREEMENT

                  is made on                 2000 between the following parties:

                  1.      ANSELL HEALTHCARE INCORPORATED, a Delaware corporation
                          (ANSELL)

                  2.      PACIFIC DUNLOP HOLDINGS INC., a Delaware corporation
                          (PDH)

RECITALS

                  Ansell has requested PDH and PDH has agreed to lend or procure
                  to be lent to Ansell and certain of Ansell Subsidiaries up to
                  $200,000,000 (or its equivalent in Optional Currencies) on the
                  terms and conditions contained in this agreement.

THE PARTIES AGREE

1.       DEFINITIONS AND INTERPRETATION

         1.1.     DEFINITIONS

                  ANSELL SUBSIDIARY means a Subsidiary of Ansell;

                  AUTHORISATION includes:

                  (a)      any consent, registration, filing, agreement,
                           notarisation, certificate, licence, approval, permit,
                           authority or exemption from by or with a Governmental
                           Agency; or

                  (b)      any consent or authorisation regarded as given by a
                           Governmental Agency due to the expiration of the
                           period specified by a statute within which the
                           Governmental Agency should have acted if it wished to
                           proscribe or limit anything already filed, lodged,
                           registered or notified under that statute;

                  BORROWER means, in respect of a Loan, Ansell or such other
                  person being an Ansell Subsidiary nominated by Ansell and
                  approved by PDH as the Borrower for the purpose of that Loan;

                  BUSINESS DAY means:

                  (a)      for the purposes of clause 13.1, a day on which banks
                           are open for business in the city where the notice or
                           other communication is received excluding a Saturday,
                           Sunday or public holiday; and

                  (b)      for all other purposes, a day on which banks are open
                           for business in New York excluding a Saturday, Sunday
                           or public holiday;

                  DEPOSIT INTEREST RATE means on any day:

                  (c)      in respect of a deposit in Dollars, the Federal Funds
                           Rate;

                  (d)      in respect of a deposit in an Optional Currency, the
                           Equivalent Deposit Rate for that Optional Currency;


                                     PAGE 1
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                  EQUIVALENT DEPOSIT RATE means, in respect of an Interest
                  Period and an Optional Currency, the interest rate determined
                  by PDH in good faith to be the equivalent or nearest possible
                  equivalent to the Federal Funds Rate for that Optional
                  Currency;

                  EQUIVALENT INTEREST RATE means, in respect of an Optional
                  Currency in respect of which LIBOR is inapplicable, the
                  interest rate determined by PDH in good faith to be the
                  equivalent or the nearest possible equivalent to LIBOR for
                  that currency;

                  DOLLARS, US$ and $ means the lawful currency of the United
                  States of America;

                  ENCUMBRANCE means any Security Interest, easement given by way
                  of security, restrictive covenant given by way of security,
                  garnishee order, writ of execution, assignment of income or
                  monetary claim, and any agreement to create any of them or
                  allow them to exist;

                  ERISA means the Employee Retirement Income Security Act of
                  1974, as amended.

                  ERISA AFFILIATE means any trade or business (whether or not
                  incorporated) which, together with Ansell or any Borrower, as
                  the case may be, is treated as a single employer under Section
                  414(b) or (c) of the Code, or solely for purposes of Section
                  302 of ERISA and Section 412 of the Code, is treated as a
                  single employer under Section 414 of the Code.

                  ERISA EVENT means (a) any "reportable event", as defined in
                  Section 4043 of ERISA or the regulations issued thereunder,
                  with respect to a Plan; (b) the adoption of any amendment to a
                  Plan that would require the provision of security pursuant to
                  Section 401(a)(29) of the Code or Section 307 of ERISA; (c)
                  the existence with respect to any Plan of an "accumulated
                  funding deficiency" (as defined in Section 412 of the Code or
                  Section 302 of ERISA), whether or not waived; (d) the filing
                  pursuant to Section 412(d) of the Code or Section 303(c) of
                  ERISA of an application for a waiver of the minimum funding
                  standard with respect to any Plan; (e) the incurrence of any
                  liability under Title IV of ERISA with respect to the
                  termination of any Plan or Multiemployer Plan; (f) the receipt
                  by Ansell, any Borrower or any ERISA Affiliate from the PBGC
                  or a plan administrator of any notice relating to the
                  intention to terminate any Plan or Plans or to appoint a
                  trustee to administer any Plan; (g) the receipt by Ansell, any
                  Borrower or any ERISA Affiliate of any notice concerning the
                  imposition of Withdrawal Liability or a determination that a
                  Multiemployer Plan is, or is expected to be, insolvent or in
                  reorganization, within the meaning of Title IV of ERISA; (h)
                  the occurrence of a "prohibited transaction" with respect to
                  which Ansell or any of its Subsidiaries is a "disqualified
                  person" (within the meaning of Section 4975 of the Code) or
                  with respect to which Ansell or any such Subsidiary could
                  otherwise be liable; and (i) any other event or condition with
                  respect to a Plan or Multiemployer Plan that could reasonably
                  be expected to result in a Material Adverse Effect;

                  EVENT OF DEFAULT means any event specified in clause 8.1;

                  FEDERAL FUNDS RATE means, in relation to any day, the rate per
                  annum (rounded upward, if necessary, to the nearest whole
                  multiple of one one-hundredth of one per cent) equal to the
                  weighted average of the rates on overnight Federal funds
                  transactions with members of the United States Federal Reserve
                  System arranged by Federal funds brokers, as published for
                  that day (or, if that day is not a


                                     PAGE 2
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                  New York Business Day, for the immediately preceding New York
                  Business Day) by the Federal Reserve Bank of New York, or if a
                  rate is not so published for any day which is a New York
                  Business Day, the average of the quotations for that day on
                  such transactions received by PDH from three Federal funds
                  brokers of recognised standing selected by PDH. For the
                  purposes of this definition "New York Business Day" means a
                  day on which such Federal funds transactions are carried on in
                  New York City.

                  FINANCIAL INDEBTEDNESS means any debt or other monetary
                  liability in respect of moneys borrowed or raised or any
                  financial accommodation whatever including, but not limited
                  to, under or in respect of any:

                  (a)      bill of exchange, bond, debenture, note or similar
                           instrument;

                  (b)      acceptance, indorsement or discounting arrangement;

                  (c)      guarantee;

                  (d)      finance lease;

                  (e)      deferred purchase price (for more than 90 days) of
                           any asset or service;

                  (f)      obligation to deliver goods or provide services paid
                           for in advance by any financier or in relation to any
                           other financing transaction;

                  (g)      amount of capital and premium payable on or in
                           connection with the redemption of any preference
                           shares or any amount of purchase price payable for or
                           in connection with the acquisition of redeemable
                           preference shares; or

                  (h)      foreign exchange contract, currency swap agreement,
                           interest rate swap, cap or collar agreement,
                           commodity derivative transaction or other similar
                           agreement or arrangement designed to alter or modify
                           risks arising from fluctuations in currency values,
                           interest rates or commodity prices,

                  and irrespective of whether the debt or liability:

                  (i)      is present or future;

                  (j)      is actual, prospective, contingent or otherwise;

                  (k)      is at any time ascertained or unascertained;

                  (l)      is owed or incurred alone or severally or jointly or
                           both with any other person; or

                  (m)      comprises any combination of the above;

                  GOVERNMENTAL AGENCY means any government or any governmental,
                  quasi-governmental, administrative, fiscal or judicial body,
                  department, commission, authority, tribunal, agency or entity;

                  INTEREST RATE means in respect of each calendar month:


                                     PAGE 3
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                  (a)      in respect of a Loan denominated in Dollars, the
                           aggregate of LIBOR on the first Business Day of that
                           month and the Margin;

                  (b)      in respect of a Loan denominated in an Optional
                           Currency, the aggregate of the Equivalent Interest
                           Rate on the first Business Day of that month for that
                           Optional Currency and the Margin.

                  LENDER means, in relation to a Loan, PDH or such other person
                  being an affiliate of PDH nominated by PDH as the Lender for
                  the purpose of that Loan;

                  LIBOR means, on any date, the rate per annum determined by PDH
                  to be equal to the arithmetic mean (rounded upwards, if
                  necessary, to the nearest whole multiple of one thirty-second
                  of one per cent) of:

                  (a)      the offered quotations for deposits in the currency
                           in which the Loan is or is to be denominated for a
                           term of 30 days for an amount closest to the amount
                           of the Loan which appear on the display designated as
                           page "LIBO" on the Reuter Monitor Money Rates Service
                           (or such other page or service as may replace the
                           LIBO page or the Reuter Monitor Money Rates Service
                           for the purpose of displaying London Interbank
                           Offered Rates of leading banks) as at 11.00 a.m. on
                           such day for delivery on the second London Business
                           Day after such day; or

                  (b)      if, fewer than two such quotations appear on such
                           display or if no such display rate is then available,
                           the rate determined by PDH in good faith.

                  For the purposes of this definition London Business Day means
                  a day (other than a Saturday or Sunday) on which banks and
                  foreign exchange markets are open for business in London;

                  LIMIT means $200,000,000;

                  LOAN means each amount lent by a Lender to a Borrower pursuant
                  to a Loan Agreement;

                  LOAN AGREEMENT means each agreement between a Lender and a
                  Borrower in respect of a Loan, substantially in the form
                  attached hereto as Exhibit A;

                  MARGIN means, subject to clause 4.2, 0.95 per centum per
                  annum;

                  MATERIAL ADVERSE EFFECT means a material adverse effect on:

                  (a)      the ability of Ansell to perform its obligations
                           under this agreement;

                  (b)      the ability of a Borrower to perform its obligations
                           under a Loan Agreement;

                  (c)      the rights and entitlements of PDH under this
                           agreement; or

                  (d)      the rights and entitlements of a Lender under a Loan
                           Agreement;

                  MULTIEMPLOYER PLAN means a "multiemployer plan" as defined in
                  Section 4001(a)(3) of ERISA to which Ansell or any Borrower or
                  any ERISA Affiliate is making or accruing an obligation to
                  make contributions or has within any of the preceding five
                  plan years made or accrued an obligation to make
                  contributions;


                                     PAGE 4
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                  OPTIONAL CURRENCY means any currency which is for the time
                  being freely transferable and convertible into dollars and
                  deposits of which are readily available and freely dealt in;

                  OUTSTANDING MONEYS means all debts and monetary liabilities of
                  a Borrower to a Lender under or in relation to a Loan
                  Agreement;

                  PBGC means the Pension Benefit Guaranty Corporation or any
                  entity succeeding to any or all of its functions under ERISA;

                  PLAN means any employee pension benefit plan (other than a
                  Multiemployer Plan) subject to the provisions of Title IV of
                  ERISA or Section 412 of the Code or Section 307 of ERISA, and
                  in respect of which Ansell or any Borrower or any ERISA
                  Affiliate is (or, if such plan were terminated, would under
                  Section 4069 of ERISA be deemed to be) an "employer" as
                  defined in Section 3(5) of ERISA.

                  POTENTIAL EVENT OF DEFAULT means an event which, with the
                  giving of notice, lapse of time or fulfillment of any
                  condition, would be likely to become an Event of Default;

                  POWER means any right, power, authority, discretion or remedy
                  conferred on PDH or any leave by this agreement or Loan
                  Agreement or any applicable law;

                  PRIME RATE means, on any date, the rate posted as such by J.
                  P. Morgan on the Reuters Monitor System on that date and, if
                  no such rate is posted, the rate determined by PDH in good
                  faith;

                  RELEVANT CURRENCY means the currency in which any payment is
                  required under a Loan Agreement to be made;

                  REPAYMENT DATE means the date which is 3 years from the date
                  of this agreement or such later date agreed by PDH and Ansell;

                  SECURITY INTEREST means any security for the payment of money
                  or performance of obligations including a mortgage, charge,
                  lien, pledge, trust or power;

                  SUBSIDIARY of an entity means another entity which is a
                  subsidiary of or otherwise controlled by the first within the
                  meaning of any approved accounting standard;

                  TAXES means taxes, levies, imposts and duties imposed by any
                  authority (including stamp and transaction duties) together
                  with any related interest, penalties, fines and expenses in
                  connection with them, except if imposed on the overall net
                  income of PDH or a Lender; and

                  WITHDRAWAL LIABILITY means liability to a Multiemployer Plan
                  as a result of a complete or partial withdrawal from such
                  Multiemployer Plan, as such terms are defined in Part I of
                  Subtitle E of Title IV of ERISA.

         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 otherwise requires:

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

                  (b)      words importing a gender include any gender;


                                     PAGE 5
<PAGE>   9

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

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

                  (e)      a reference to any thing (including, but not limited
                           to, any right) includes a part of that thing but
                           nothing in this clause 1.2(e) implies that
                           performance of part of an obligation constitutes
                           performance of the obligation;

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

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

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

                  (i)      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;

                  (j)      a reference to liquidation includes official
                           management, appointment of an administrator,
                           compromise, arrangement, merger, amalgamation,
                           reconstruction, winding-up, dissolution, assignment
                           for the benefit of creditors, scheme, composition or
                           arrangement with creditors, insolvency, bankruptcy,
                           or any similar procedure or, where applicable,
                           changes in the constitution of any partnership or
                           person, or death.

         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 preceding
                  Business Day.

2.       LOAN

         2.1.     AMOUNT

                  PDH agrees to lend moneys or to procure moneys to be lent to
                  Ansell or to Ansell Subsidiaries nominated by Ansell and
                  approved by PDH on the terms and conditions contained in this
                  agreement provided that the aggregate outstanding principal
                  amount of all Loans must not exceed the Limit.

         2.2.     DRAWING

                  The amount of each Loan must be agreed between the relevant
                  Lender and Borrower.


                                     PAGE 6
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         2.3.     CURRENCY

                  Loans will be made in Dollars or in any Optional Currency
                  requested by the relevant Borrower approved by PDH.

         2.4.     LOAN AGREEMENT

                  Prior to any Loan being made, a Loan Agreement must be entered
                  into between the relevant Lender and relevant Borrower.

         2.5.     EXTERNAL FINANCE

                  Nothing in this agreement requires Ansell or any Ansell
                  Subsidiary to borrow moneys from PDH or any Subsidiary of PDH.
                  Subject to clause 7.4, any Loan may be refinanced from moneys
                  borrowed from any bank or other financial institution.

3.       CONDITIONS PRECEDENT

         3.1.     DOCUMENTS TO BE PROVIDED

                  PDH is not obliged to provide or procure any Loan until each
                  of the conditions precedent set out in schedule 1 has been
                  satisfied.

4.       INTEREST

         4.1.     INTEREST

                  Interest on the Outstanding Moneys in respect of each Loan:

                  (a)      accrues daily from and including the day on which
                           each part of the Outstanding Moneys becomes owing up
                           to the day immediately preceding the day on which
                           that part is paid;

                  (b)      is calculated monthly by reference to the applicable
                           Interest Rate on the first Business Day of the
                           relevant month;

                  (c)      is payable in arrears on the first Business Day of
                           the month immediately following the month in which it
                           accrues;

                  (d)      is calculated on actual days elapsed and a year of
                           360 days.

         4.2.     MARGIN

                  (a)      PDH has the right to review and alter the Margin in
                           accordance with this clause.

                  (b)      If following a review of the Margin, PDH decides that
                           it is appropriate that the Margin be altered, it may
                           give Ansell notice to that effect, which notice must:

                           (1)      be in writing;

                           (2)      specify the proposed new Margin;

                           (3)      specify the date on which the new Margin is
                                    to take effect;


                                     PAGE 7
<PAGE>   11

                           (4)      be given not less than 30 days before the
                                    new Margin is to take effect;

                           (5)      not be given within the period of 11 months
                                    following the date of this agreement or
                                    within the period of 11 months following any
                                    previous notice given under this clause.

         4.3.     FUNDS DEPOSITED WITH LENDER

                  Ansell or any Ansell Subsidiary may deposit moneys with PDH or
                  with any Subsidiary of PDH nominated by PDH. Interest at the
                  applicable Deposit Interest Rate:

                  (a)      accrues daily from and including the day on which the
                           deposit is made;

                  (b)      is payable monthly in arrears on the 2nd Business Day
                           of each month; and

                  (c)      is calculated on actual days elapsed and a year of
                           360 days.

5.       PAYMENT, REPAYMENT AND PREPAYMENT

         5.1.     TIME AND METHOD OF PAYMENT

                  Outstanding Moneys in respect of each Loan must be repaid to
                  the relevant Lender:

                  (a)      in immediately available funds;

                  (b)      in the Relevant Currency;

                  (c)      on the Repayment Date or on such later date agreed by
                           the relevant Lender and Borrower; and

                  (d)      to the account specified by the relevant Lender to
                           the relevant Borrower,

                  or in such other manner as the relevant Lender directs.

         5.2.     PAYMENTS IN GROSS

                  All payments in respect of a Loan must be made without:

                  (a)      any set-off, counterclaim or condition; and

                  (b)      any deduction or withholding for any Tax or any other
                           reason, unless the relevant Borrower is required to
                           make a deduction or withholding by applicable law.

         5.3.     PREPAYMENT

                  (a)      A Borrower may prepay all or any part of a Loan
                           together with all unpaid accrued interest in respect
                           of the amount prepaid on any day to the relevant
                           Lender in accordance with clause 5.1 (other than
                           clause 5.1(c)).

                  (b)      Amounts prepaid can be redrawn.



                                     PAGE 8
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6.       REPRESENTATIONS AND WARRANTIES

         6.1.     REPRESENTATIONS AND WARRANTIES

                  Ansell represents and warrants that:

                  (a)      INCORPORATION AND EXISTENCE: it has been duly
                           incorporated in accordance with the laws of its place
                           of incorporation, is validly existing and is in good
                           standing under those laws;

                  (b)      POWER: it has power to enter into this agreement and
                           observe its obligations under this agreement;

                  (c)      AUTHORISATIONS: it has in full force and effect the
                           authorisations necessary for it to enter into this
                           agreement, to observe its obligations and exercise
                           its rights under this agreement and to allow them to
                           be enforced;

                  (d)      VALIDITY OF OBLIGATIONS: its obligations under this
                           agreement are valid and binding and are enforceable
                           against it in accordance with their terms subject
                           only to laws relating to insolvency and creditors'
                           rights generally and the discretionary nature of
                           equitable remedies;

                  (e)      NO CONTRAVENTION OR EXCEEDING POWER: this agreement
                           and the transactions under it which involve it do not
                           contravene its constituent documents or any law or
                           obligation by which it is bound or to which any of
                           its assets are subject or cause a limitation on its
                           powers or the powers of its directors to be exceeded;

                  (f)      RANKING OF OBLIGATIONS: its obligations under this
                           agreement rank at least equally with all its senior
                           unsecured indebtedness except liabilities mandatorily
                           preferred by laws of general application.

         6.2.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES

                  The representations and warranties in, or given under, this
                  agreement including, but not limited to, clause 6.1 survive
                  the execution of this agreement.

7.       UNDERTAKINGS

         7.1.     TERM OF UNDERTAKINGS

                  The undertakings in this clause 7 continue in full force and
                  effect from the date of this agreement until all Outstanding
                  Moneys under all Loan Agreements have been repaid.

         7.2.     GENERAL UNDERTAKINGS

                  Ansell undertakes to:

                  (a)      MAINTAIN AUTHORISATIONS: obtain, renew on time and
                           comply with the terms of, each Authorisation
                           necessary for it to enter into this agreement to
                           which it is a party, to observe its obligations and
                           exercise its rights under them and to allow them to
                           be enforced;


                                     PAGE 9
<PAGE>   13

                  (b)      INCORRECT REPRESENTATIONS OR WARRANTY: notify PDH if
                           any representation or warranty made by it or on its
                           behalf in connection with this agreement is found to
                           be incorrect or misleading;

                  (c)      RANKING: ensure that at all times its obligations
                           under this agreement rank at least equally with all
                           its other senior unsecured indebtedness except
                           liabilities mandatorily preferred by law;

                  (d)      STATUS CERTIFICATES: on request from PDH, give PDH a
                           certificate signed by a director of Ansell which
                           states whether an Event of Default or Potential Event
                           of Default continues unremedied; and

                  (e)      NOTIFY DETAILS OF EVENTS OF DEFAULT OR POTENTIAL
                           EVENT OF DEFAULT: if an Event of Default or Potential
                           Event of Default occurs, promptly notify PDH giving
                           full details of the event and any step taken or
                           proposed to remedy it.

         7.3.     NEGATIVE PLEDGE AND DISPOSAL OF ASSETS

                  Whilst PDH has any obligations under this agreement, any
                  Lender has any obligation to lend any moneys under any Loan
                  Agreement or there are any Outstanding Moneys under any Loan
                  Agreement, Ansell must not, and must ensure that each Ansell
                  Subsidiary does not:

                  (a)      deal with, sell or otherwise dispose of or part with
                           possession of;

                  (b)      create, permit, suffer to exist, or agree to, any
                           Encumbrance, other than any Encumbrance existing on
                           the date hereof and an Encumbrance in favour of PDH
                           or a Lender, over; or

                  (c)      attempt to do anything listed in clauses 7.3(a) and
                           (b) in respect of,

                  any of its assets or the assets of an Ansell Subsidiary,
                  except in the ordinary course of its ordinary business,
                  without the prior written consent of PDH.

         7.4.     FINANCIAL INDEBTEDNESS

                  Ansell must not, and must ensure that each of its Subsidiaries
                  does not, incur Financial Indebtedness other than:

                  (a)      under a Loan Agreement; or

                  (b)      with the prior written consent of PDH.

         7.5.     APPLICATION OF SURPLUS CASH

                  Ansell must and must ensure that each of its Subsidiaries
                  applies surplus cash either:

                  (a)      by placing the same on deposit with PDH or any
                           Lender;

                  (b)      by placing the sum on deposit with any other person
                           approved by PDH; or

                  (c)      in reduction of Outstanding Moneys under applicable
                           Loan Agreements.


                                    PAGE 10
<PAGE>   14

8.       EVENTS OF DEFAULT

         8.1.     EVENTS OF DEFAULT

                  An Event of Default occurs if:

                  (a)      NON PAYMENT: a Borrower does not pay any money
                           payable under a Loan Agreement in accordance with the
                           relevant Loan Agreement;

                  (b)      ENFORCEMENT OF JUDGMENT: distress is levied or a
                           judgment, order or Encumbrance is enforced, or
                           becomes enforceable against any property of a
                           Borrower and there is likely, in the reasonable
                           opinion of PDH, to be a Material Adverse Effect;

                  (c)      INCORRECT REPRESENTATION OR WARRANTY: a
                           representation or warranty made or taken to be made
                           by or on behalf of Ansell under this agreement or a
                           Borrower in or in connection with a Loan Agreement is
                           found to be incorrect or misleading when made or
                           taken to be made and, if the relevant fact or
                           circumstance can be remedied, it is not remedied
                           within 5 Business Days after a notice from PDH to
                           Ansell specifying the representation and warranty
                           concerned;

                  (d)      CEASING BUSINESS: Ansell or a Borrower stops payment,
                           ceases to carry on its business or a material part of
                           it, or threatens to do either of those things except
                           to reconstruct or amalgamate while solvent on terms
                           approved by PDH;

                  (e)      INVESTIGATION: a person is appointed under
                           legislation to investigate or manage any part of the
                           affairs of Ansell or a Borrower and the outcome of
                           the investigation or appointment to manage is likely,
                           in the reasonable opinion of PDH, to have a Material
                           Adverse Effect;

                  (f)      VOID DOCUMENT: this agreement or a Loan Agreement is
                           or becomes wholly or partly (in a material part)
                           void, voidable or unenforceable, or is claimed to be
                           so by Ansell or a Borrower or by anyone on behalf of
                           Ansell or a Borrower and with its authority, and
                           alternative documents or other arrangements
                           acceptable to PDH have not been entered into within
                           20 days after Ansell or the relevant Borrower (as the
                           case may be) becomes aware of the matter of concern;

                  (g)      MATERIAL ADVERSE CHANGE: a change occurs in the
                           business, assets or financial condition of Ansell or
                           a Borrower, which is likely, in the reasonable
                           opinion of PDH, to have a Material Adverse Effect;

                  (h)      CROSS DEFAULT: any present or future, or actual,
                           prospective or contingent, indebtedness of Ansell or
                           a Borrower in respect of any financial accommodation
                           (other than under this agreement or a Loan Agreement)
                           including, but not limited to, moneys payable under a
                           guarantee:

                           (1)      is or becomes due and payable or is or
                                    becomes capable of being declared due and
                                    payable before the due date for payment; or


                                    PAGE 11
<PAGE>   15

                           (2)      is not paid when due or upon the expiration
                                    of any period of grace which may apply;

                  (i)      ENCUMBRANCE: any Encumbrance is or becomes
                           enforceable against any asset of Ansell or any Ansell
                           Subsidiary;

                  (j)      VITIATION OF THIS AGREEMENT:

                           (1)      all or any part of any provision of this
                                    agreement or any Loan Agreement is or
                                    becomes illegal, void, voidable,
                                    unenforceable or otherwise of limited force
                                    or effect;

                           (2)      any person becomes entitled to terminate,
                                    rescind or avoid all or any material part or
                                    material provision of this agreement or any
                                    Loan Agreement;

                           (3)      any person other than PDH or a Lender
                                    alleges or claims that an event as described
                                    in clause 8.1(j)(1) has occurred or that it
                                    is entitled as described in clause
                                    8.1(j)(2); or

                           (4)      the execution, delivery or performance of
                                    this agreement or any Loan Agreement
                                    violates, breaches or results in a
                                    contravention of any law, regulation or
                                    Authorisation;

                  (k)      CHANGE IN CONTROL: Pacific Dunlop Limited ceases to
                           hold directly or indirectly at least 51% of the
                           issued stock in Ansell;

                  (l)      VOLUNTARY INSOLVENCY: Ansell or any Ansell Subsidiary
                           incorporated in the United States of America
                           commences a voluntary case or other proceeding
                           seeking liquidation, reorganisation or other relief
                           with respect to itself or its debts under any
                           bankruptcy, insolvency or other similar law now or
                           hereafter in effect or seeking the appointment of a
                           trustee, receiver, liquidator, custodian or other
                           similar official of it or all or any substantial part
                           of its undertaking, property or assets, or consenting
                           to any such relief or to the appointment of or taking
                           possession by any such official in an involuntary
                           case or other proceeding commenced against it, or
                           making a general assignment for the benefit or
                           creditors, or failing generally to pay its debts as
                           they become due, or taking any corporate action to
                           authorize any of the foregoing; or

                  (m)      INVOLUNTARY INSOLVENCY: an involuntary case or other
                           proceeding being commenced against Ansell or any
                           Ansell Subsidiary incorporated in the United States
                           of America seeking liquidation, reorganisation or
                           other relief with respect to it or its debts under
                           any bankruptcy, insolvency or other similar law now
                           or hereafter in effect or seeking the appointment of
                           a trustee, receiver, liquidator, custodian or other
                           similar official of it or all or any substantial
                           party of its undertaking, property or assets, and
                           such involuntary case or other proceeding remaining
                           undismissed, unnullified, unstayed or otherwise
                           effective for a period of 90 days or an order for
                           relief being entered against relevant person under
                           United States of America federal bankruptcy laws as
                           now or hereafter in effect;


                                    PAGE 12
<PAGE>   16

                  (n)      WINDING UP: a petition is presented or application is
                           made and is not withdrawn or dismissed or stayed
                           within 21 days or an order is made for the winding-up
                           or administration of any Borrower which is not
                           incorporated within the United States of America, or
                           an effective resolution is passed for the winding-up
                           of any such Borrower;

                  (o)      ADMINISTRATOR: an administrative receiver, receiver,
                           manager or administrator is appointed or an
                           encumbrancer takes possession of all or a substantial
                           part of the undertaking, property or assets of any
                           Borrower, and is not paid out or discharged within 60
                           days after such appointment or taking possession;

                  (p)      ANALOGOUS PROCEEDINGS: anything analogous and having
                           substantially similar effect to any of the events
                           specified in paragraphs (l) to (o) happens under the
                           laws of the jurisdiction of incorporation of a
                           Borrower; or

                  (q)      ERISA. any ERISA Event shall have occurred or exist
                           with respect to Ansell or any Borrower which subjects
                           Ansell or such Borrower to any tax, penalty, or other
                           liability under or in connection with ERISA in an
                           aggregate amount in excess of $150,000.

         8.2.     CONSEQUENCES OF DEFAULT

                  If an Event of Default occurs, then PDH and each Lender may
                  declare at any time by notice to Ansell or each relevant
                  Borrower that:

                  (a)      Outstanding Moneys in respect of each Loan are:

                           (1)      payable to the relevant Lender on demand; or

                           (2)      immediately due for payment to the relevant
                                    Lender; and

                  (b)      PDH's or the relevant Lender's obligations specified
                           in the notice are terminated.

9.       COSTS AND EXPENSES

         9.1.     COSTS AND EXPENSES

                  Ansell must pay all costs and expenses of PDH and any
                  employee, officer, agent or contractor of PDH in relation to:

                  (a)      the negotiation, preparation, execution, delivery and
                           stamping of this agreement;

                  (b)      the enforcement, protection or waiver, or attempted
                           or contemplated enforcement or protection, of any
                           rights under this agreement;

                  (c)      the consent or approval of PDH given under this
                           agreement; and

                  (d)      any enquiry by any Governmental Agency involving
                           Ansell or a Borrower,


                                    PAGE 13
<PAGE>   17

                  including, but not limited to, any administration costs of PDH
                  and any legal costs and expenses and any professional
                  consultant's fees for any of the above on a full indemnity
                  basis.

         9.2.     ESTABLISHMENT FEE

                  Ansell must pay to PDH on or before the date of this agreement
                  an establishment fee of US$200,000.

         9.3.     TAX

                  (a)      Ansell must pay any Tax incurred or payable by PDH in
                           respect of the execution, delivery, performance,
                           release, discharge, amendment, enforcement or
                           attempted enforcement or otherwise in respect of any
                           of the following:

                           (1)      this agreement;

                           (2)      any agreement or document entered into or
                                    signed under this agreement including any
                                    Loan Agreement; and

                           (3)      any transaction contemplated under this
                                    agreement or any agreement or document
                                    described in clause 9.3(a)(2) including the
                                    making of any Loan .

                  (b)      Ansell must pay any fine, penalty or other cost in
                           respect of a failure to pay any Tax described in
                           clause 9.3(a) except to the extent that the fine,
                           penalty or other cost is caused by the PDH's failure
                           to lodge money received from Ansell within 10
                           Business Days before the due date for lodgement.

                  (c)      Ansell must indemnify PDH against any amount payable
                           under clause 9.3(a) or 9.3(b) or both.

         9.4.     ADDITIONAL PAYMENTS

                  If:

                  (a)      Ansell is required to make a deduction or withholding
                           of Tax from any payment to be made to PDH under this
                           agreement; or

                  (b)      PDH is required to pay any Tax concerning any payment
                           it receives from Ansell under this agreement,

                  then Ansell:

                  (c)      must indemnify PDH against that Tax; and

                  (d)      must pay to PDH an additional amount which PDH
                           determines to be necessary to ensure that it receives
                           when due a net amount (after payment of any Tax for
                           each additional amount) that is equal to the full
                           amount it would have received had a deduction or
                           withholding or payment of Tax not been made.


                                    PAGE 14
<PAGE>   18
10.      GUARANTEE

         10.1.    GUARANTEE

                  In consideration of the agreements on the part of PDH
                  contained in this agreement, Ansell unconditionally and
                  irrevocably guarantees to PDH as agent for and on behalf of
                  each Lender the payment of the Outstanding Moneys due to each
                  Lender under each Loan Agreement.

         10.2.    PAYMENT

                  If Outstanding Moneys under any Loan Agreement are not paid
                  when due, Ansell must immediately on demand from PDH pay to
                  PDH for the account of the relevant Lender those Outstanding
                  Moneys in the same manner and currency as those Outstanding
                  Moneys are required to be paid under the relevant Loan
                  Agreement.

         10.3.    AMOUNT OF SECURED MONEYS

                  (a)      This clause 10 applies to the Outstanding Moneys
                           under present and future Loan Agreements.

                  (b)      The obligations of Ansell under this clause 10 extend
                           to any increase in the Outstanding Moneys as a result
                           of:

                           (1)      any amendment, supplement, renewal or
                                    replacement of any Loan Agreement; or

                           (2)      the occurrence of any other thing.

                  (c)      Clause 10.3(b):

                           (1)      applies regardless of whether Ansell is
                                    aware of or consented to or is given notice
                                    of any amendment, supplement, renewal or
                                    replacement of any Loan Agreement or the
                                    occurrence of any other thing; and

                           (2)      does not limit the obligations of Ansell
                                    under this clause 10.

         10.4.    PROOF BY PDH

                  In the event of the liquidation of a Borrower, Ansell
                  authorises PDH on behalf of each relevant Lender to prove for
                  all moneys which Ansell has paid or is or may be obliged to
                  pay under any this agreement, other document or agreement or
                  otherwise in respect of any Outstanding Moneys.

         10.5.    AVOIDANCE OF PAYMENTS

                  (a)      If any payment, conveyance, transfer or other
                           transaction relating to or affecting any Outstanding
                           Moneys is:

                           (1)      void, voidable or unenforceable in whole or
                                    in part; or

                           (2)      is claimed to be void, voidable or
                                    unenforceable and that claim is upheld,
                                    conceded or compromised in whole or in part,


                                    PAGE 15
<PAGE>   19

                                    the liability of Ansell under this clause 10
                                    and any Power is the same as if:

                           (3)      that payment, conveyance, transfer or
                                    transaction (or the void, voidable or
                                    unenforceable part of it); and

                           (4)      any release, settlement or discharge made in
                                    reliance on any thing referred to in clause
                                    10.5(a)(3),

                           had not been made and Ansell must immediately take
                           all action and sign all documents necessary or
                           required by PDH to restore to PDH and each Lender the
                           benefit of this clause 10.

                  (b)      Clause 10.5(a) applies whether or not PDH or any
                           Lender knew, or ought to have known, of anything
                           referred to in that clause 10.5(a).

         10.6.    INDEMNITY FOR AVOIDANCE OF OUTSTANDING MONEYS

                  (a)      If any of the Outstanding Moneys (or moneys which
                           would have been Outstanding Moneys had they not been
                           irrecoverable) are irrecoverable by any Lender:

                           (1)      from any Borrower; or

                           (2)      from Ansell on the footing of a guarantee,

                           Ansell unconditionally and irrevocably and, as a
                           separate and principal obligation:

                           (3)      indemnifies each Lender against any claim,
                                    action, damage, loss, liability, cost,
                                    charge, expense, outgoing or payment
                                    suffered, paid or incurred by each Lender in
                                    relation to the non- payment of those
                                    moneys; and

                           (4)      must pay to PDH for the account of each
                                    relevant Lender an amount equal to those
                                    moneys.

                  (b)      Clause 10.6(a) applies to Outstanding Moneys (or
                           moneys which would have been Outstanding Moneys had
                           they not been irrecoverable) which are or may be
                           irrecoverable irrespective of whether:

                           (1)      they are or may be irrecoverable by reason
                                    of any event described in clause 10.11;

                           (2)      they are or may be irrecoverable by reason
                                    of any other fact or circumstance
                                    whatsoever;

                           (3)      the transactions or any of them relating to
                                    those moneys are void or illegal or avoided
                                    or otherwise unenforceable; and

                           (4)      any matters relating to Outstanding Moneys
                                    are or should have been within the knowledge
                                    of PDH or any Lender.


                                    PAGE 16
<PAGE>   20
         10.7.    NO OBLIGATION TO MARSHAL

                  Neither PDH nor any Lender is required to marshal or to
                  enforce or apply under or appropriate, recover or exercise:

                  (a)      any Encumbrance, guarantee or other document or
                           agreement held, at any time, by or on behalf of PDH
                           or any Lender; or

                  (b)      any money or asset which that Lender, at any time,
                           holds or is entitled to receive.

         10.8.    NON-EXERCISE OF ANSELL'S RIGHTS

                  Ansell must not exercise any rights it may have inconsistent
                  with this clause 10.

         10.9.    PRINCIPAL AND INDEPENDENT OBLIGATION

                  (a)      This clause 10 is:

                           (1)      a principal obligation and is not to be
                                    treated as ancillary or collateral to any
                                    other right or obligation; and

                           (2)      independent of and not in substitution for
                                    or affected by any Encumbrance which PDH or
                                    any Lender may hold in respect of any
                                    Outstanding Moneys or any obligations of any
                                    Borrower or any other person.

                  (b)      This clause 10 is enforceable against Ansell:

                           (1)      without first having recourse to any
                                    Encumbrance;

                           (2)      whether or not PDH or any Lender has:

                                    (A)      made demand upon any Borrower; or

                                    (B)      given notice to any Borrower or any
                                             other person in respect of any
                                             thing; or

                                    (C)      taken any other steps against any
                                             Borrower or any other person;

                           (3)      whether or not any Outstanding Moneys is
                                    due; and

                           (4)      despite the occurrence of any event
                                    described in clause 10.11.

         10.10.   SUSPENSE ACCOUNT

                  (a)      PDH and each Lender may apply to the credit of a
                           suspense account:

                           (1)      any amounts received under this clause 10;

                           (2)      any dividends, distributions or other
                                    amounts received in respect of the
                                    Outstanding Moneys in any liquidation; and

                           (3)      any other amounts received from any other
                                    person in respect of the Outstanding Moneys.

                  (b)      PDH and each Lender may retain the amounts in the
                           suspense account for as long as it determines and is
                           not obliged to apply them in or towards satisfaction
                           of the Outstanding Moneys.


                                    PAGE 17
<PAGE>   21

         10.11.   UNCONDITIONAL NATURE OF OBLIGATIONS

                  (a)      This clause 10 and the obligations of Ansell are not
                           released or discharged or otherwise affected by
                           anything which but for this provision might have that
                           effect, including, but not limited to:

                           (1)      the grant to any Borrower or any other
                                    person of any time, waiver, covenant not to
                                    sue or other indulgence;

                           (2)      the release (including without limitation a
                                    release as part of any novation) or
                                    discharge of any Borrower or any other
                                    person;

                           (3)      the cessation of the obligations, in whole
                                    or in part, of any Borrower or any other
                                    person under any Loan Agreement or any other
                                    document or agreement;

                           (4)      the liquidation of any Borrower or any other
                                    person;

                           (5)      any arrangement, composition or compromise
                                    entered into by PDH, any Lender, any
                                    Borrower or any other person;

                           (6)      any Loan Agreement or any other document or
                                    agreement being in whole or in part illegal,
                                    void, voidable, avoided, unenforceable or
                                    otherwise of limited force or effect;

                           (7)      any extinguishment, failure, loss, release,
                                    discharge, abandonment, impairment,
                                    compound, composition or compromise, in
                                    whole or in part of any Loan Agreement or
                                    any other document or agreement;

                           (8)      any Encumbrance being given to PDH or any
                                    Lender by any Borrower or any other person;

                           (9)      any alteration, amendment, variation,
                                    supplement, renewal or replacement of any
                                    Loan Agreement or any other document or
                                    agreement;

                           (10)     any moratorium or other suspension of any
                                    Power;

                           (11)     PDH or any Lender exercising or enforcing,
                                    delaying or refraining from exercising or
                                    enforcing, or being not entitled or unable
                                    to exercise or enforce any Power;

                           (12)     PDH or any Lender obtaining a judgment
                                    against any Borrower or any other person for
                                    the payment of any Outstanding Moneys;

                           (13)     any transaction, agreement or arrangement
                                    that may take place with PDH, any Lender,
                                    any Borrower or any other person;

                           (14)     any payment to PDH or any Lender, including
                                    any payment which at the payment date or at
                                    any time after the payment date is in whole
                                    or in part illegal, void, voidable, avoided
                                    or unenforceable;

                           (15)     any failure to give effective notice to any
                                    Borrower or any other person of any default
                                    under any Loan Agreement or any other
                                    document or agreement;

                           (16)     any legal limitation, disability or
                                    incapacity of any Borrower or of any other
                                    person;


                                    PAGE 18
<PAGE>   22

                           (17)     any breach of any Loan Agreement or any
                                    other document or agreement;

                           (18)     the acceptance of the repudiation of, or
                                    termination of, any Loan Agreement or any
                                    other document or agreement;

                           (19)     any Outstanding Moneys being irrecoverable
                                    for any reason;

                           (20)     any disclaimer by any Borrower or any other
                                    person of any Loan Agreement or any other
                                    document or agreement;

                           (21)     any assignment, novation, assumption or
                                    transfer of, or other dealing with, any
                                    Powers or any other rights or obligations
                                    under any Loan Agreement or any other
                                    document or agreement;

                           (22)     the opening of a new account of any Borrower
                                    with PDH or any Lender or any transaction on
                                    or relating to the new account;

                           (23)     any prejudice (including, but not limited
                                    to, material prejudice) to any person as a
                                    result of:

                                    (A)      any thing done, or omitted by PDH,
                                             any Lender, any Borrower or any
                                             other person;

                                    (B)      PDH, any Lender or any other person
                                             selling or realising any property
                                             the subject of an Encumbrance at
                                             less than the best price;

                                    (C)      any failure or neglect by PDH, any
                                             Lender, a Receiver, Attorney or any
                                             other person to recover any
                                             Outstanding Moneys from any
                                             Borrower or by the realisation of
                                             any property the subject of an
                                             Encumbrance; or

                                    (D)      any other thing;

                           (24)     the receipt by PDH or any Lender of any
                                    dividend, distribution or other payment in
                                    respect of any liquidation; or

                           (25)     any other act, omission, matter or thing
                                    whatsoever whether negligent or not.

                  (b)      Clause 10.11(a) applies irrespective of:

                           (1)      the consent or knowledge or lack of consent
                                    or knowledge, of PDH or any Lender, any
                                    Borrower or any other person of any event
                                    described in clause 10.11(a); or

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

         10.12.   NO COMPETITION

                  (a)      Until all Outstanding Moneys have been fully paid and
                           this clause 10 has been finally discharged, Ansell is
                           not entitled to:

                           (1)      be subrogated to PDH or any Lender;

                           (2)      claim or receive the benefit of:

                                    (A)      any Encumbrance, other document or
                                             agreement of which PDH or any
                                             Lender has the benefit;


                                    PAGE 19
<PAGE>   23

                                    (B)      any moneys held by PDH or any
                                             Lender; or

                                    (C)      any Power;

                           (3)      subject to clause 10.12(b) either directly
                                    or indirectly to prove in, claim or receive
                                    the benefit of any distribution, dividend or
                                    payment arising out of or relating to the
                                    liquidation of any Borrower liable to pay
                                    any Outstanding Moneys;

                           (4)      make a claim or exercise or enforce any
                                    right, power or remedy (including, but not
                                    limited to, under Encumbrance or by way of
                                    contribution) against any Borrower liable to
                                    pay any Outstanding Moneys;

                           (5)      accept, procure the grant of or allow to
                                    exist any Encumbrance in favour of Ansell
                                    from any Borrower liable to pay any
                                    Outstanding Moneys;

                           (6)      exercise or attempt to exercise any right of
                                    set-off against, or realise any Encumbrance
                                    taken from, any Borrower liable to pay any
                                    Outstanding Moneys; or

                           (7)      raise any defence or counterclaim in
                                    reduction or discharge of its obligations
                                    under this clause 10.

                  (b)      If required by PDH or any Lender, Ansell must prove
                           in any liquidation of any Borrower liable to pay any
                           Outstanding Moneys for all moneys owed to Ansell.

                  (c)      Ansell must not do or seek, attempt or purport to do
                           anything referred to in clause 10.12(a).

         10.13.   CONTINUING GUARANTEE

                  This clause 10 is a continuing obligation of Ansell, despite:

                  (a)      any settlement of account; or

                  (b)      the occurrence of any other thing,

                  and remains in full force and effect until:

                  (c)      all Outstanding Moneys have been paid in full; and

                  (d)      this clause 10 has been finally discharged by PDH on
                           behalf of all Lenders.

         10.14.   VARIATION

                  This clause 10 extends to cover the Loan Agreements as
                  amended, varied or replaced, whether with or without the
                  consent of Ansell, including, but not limited to, any increase
                  in the limit or maximum principal amount available under a
                  Loan Agreement.


                                    PAGE 20
<PAGE>   24
11.      INTEREST ON OVERDUE AMOUNTS

         11.1.    PAYMENT OF INTEREST

                  Ansell must pay interest on:

                  (a)      any of the moneys due and payable by it under clause
                           10, but unpaid; and

                  (b)      on any interest payable but unpaid under clause 11.

         11.2.    ACCRUAL OF INTEREST

                  The interest payable under this clause 11:

                  (a)      accrues from day to day from and including the due
                           date for payment up to the actual date of payment,
                           before and, as an additional and independent
                           obligation, after any judgment or other thing into
                           which the liability to pay such moneys becomes
                           merged; and

                  (b)      may be capitalised at 30 day intervals.

         11.3.    RATE OF INTEREST

                  The rate of interest payable under this clause 11 is the
                  higher of:

                  (a)      Prime Rate:

                           (1)      on the date that moneys became due and
                                    payable under clause 10; and

                           (2)      on each date which is 30 days after the
                                    immediately preceding date on which the
                                    Prime Rate was determined under this clause
                                    11.3(a); and

                  (b)      the rate fixed or payable under a judgment or other
                           thing referred to in clause 11.2(a).

         11.4.    PAYMENT OF INTEREST

                  Interest payable under this clause is payable on demand by
                  PDH.

12.      ASSIGNMENT

         12.1.    ASSIGNMENT BY ANSELL

                  Ansell must not transfer or assign any of its rights or
                  obligations under this agreement without the prior written
                  consent of PDH.

         12.2.    ASSIGNMENT BY PDH

                  PDH must not assign any of its rights or transfer by novation
                  any of its rights and obligations under this agreement except
                  to an affiliate of PDH without the prior written consent of
                  Ansell, which consent must not be unreasonably withheld.

13.      GENERAL

         13.1.    NOTICES

                  (a)      Any notice or other communication including, but not
                           limited to, any request, demand, consent or approval,
                           to or by a party to this agreement:


                                    PAGE 21
<PAGE>   25

                          (1)    must be in legible writing and in English
                                 addressed as shown below:

                                 (A)  if to PDH:

                                      Address:    Pacific Dunlop Holdings Inc.
                                                  6121 Lakeside Drive
                                                  Suite 200
                                                  Reno, Nevada  89511
                                      Attention:  Stephen C. Geerling
                                      Facsimile:  775-824-4626

                                 (B)  if to Ansell:

                                      Address:    Ansell Healthcare Incorporated
                                                  200 Schulz Drive
                                                  Red Bank, New Jersey  07701
                                      Attention:  President
                                      Facsimile:  732-345-5353

                                 or as specified to the sender by any party
                                 by notice;

                          (2)    where the sender is a company, must be
                                 signed on behalf of the sender;

                          (3)    is regarded as being given by the sender and
                                 received by the addressee:

                                 (A)      if by delivery in person, when
                                          delivered to the addressee;

                                 (B)      if by post, [10] Business Days from
                                          and including the date of postage;
                                          or

                                 (C)      if by facsimile transmission,
                                          whether or not legibly received,
                                          when transmitted to the addressee,

                                 but if the delivery or receipt is on a day
                                 which is not a Business Day or is after
                                 4.00pm (addressee's time) it is regarded as
                                 received at 9.00 am on the following Business
                                 Day; and

                          (4)    can be relied upon by the addressee and the
                                 addressee is not liable to any other person
                                 for any consequences of that reliance if the
                                 addressee believes it to be genuine, correct
                                 and authorised by the sender.

                 (b)      A facsimile transmission is regarded as legible
                          unless the addressee telephones the sender within 24
                          hours after the transmission is received or regarded
                          as received under clause 13.1(a)(3) and informs the
                          sender that it is not legible.

                 (c)      In this clause 13.1, a reference to an addressee
                          includes a reference to an addressee's officers,
                          agents or employees or any person reasonably believed
                          by the sender to be an officer, agent, or employee of
                          the addressee.

        13.2.    GOVERNING LAW AND JURISDICTION

                 This agreement is governed by, and construed in accordance
                 with, the internal laws of the State of Delaware.


                                    PAGE 22
<PAGE>   26

         13.3.    PROHIBITION AND ENFORCEABILITY

                  (a)      Any provision of, or the application of any provision
                           of, this agreement or any Power which is prohibited
                           in any jurisdiction is, in that jurisdiction,
                           ineffective only to the extent of that prohibition.

                  (b)      Any provision of, or the application of any provision
                           of, this agreement which is void, illegal or
                           unenforceable in any jurisdiction does not affect the
                           validity, legality or enforceability of that
                           provision in any other jurisdiction or of the
                           remaining provisions in that or any other
                           jurisdiction.

         13.4.    WAIVERS

                  (a)      Waiver of any right arising from a breach of this
                           agreement or of any Power arising upon default under
                           this agreement or upon the occurrence of an Event of
                           Default must be in writing and signed by the party
                           granting the waiver.

                  (b)      A failure or delay in exercise, or partial exercise,
                           of:

                           (1)      a right arising from a breach of this
                                    agreement or the occurrence of an Event of
                                    Default; or

                           (2)      a Power created or arising upon default
                                    under this agreement or upon the occurrence
                                    of an Event of Default,

                          does not result in a waiver of that right or Power.

                  (c)      A party is not entitled to rely on a delay in the
                           exercise or non-exercise of a right or Power arising
                           from a breach of this agreement or on a default under
                           this agreement or on the occurrence of an Event of
                           Default as constituting a waiver of that right or
                           Power.

                  (d)      A party may not rely on any conduct of another party
                           as a defence to exercise of a right or Power by that
                           other party.

                  (e)      This clause may not itself be waived except by
                           writing.

         13.5.    VARIATION

                  A variation of any term of this agreement must be in writing
                  and signed by the parties.

         13.6.    CUMULATIVE RIGHTS

                  The Powers are cumulative and do not exclude any other right,
                  power, authority, discretion or remedy of PDH.

         13.7.    CERTIFICATES OF PDH

                  (a)      A certificate under the hand of an officer of PDH
                           detailing the amount of the Outstanding Moneys due
                           and payable under this agreement or under any Loan
                           Agreement whether currently due and payable or not is
                           sufficient evidence unless the contrary is proved.


                                    PAGE 23
<PAGE>   27

                  (b)      A certificate under the hand of an officer of PDH
                           stating the opinion of PDH as to any thing is
                           sufficient evidence of that opinion at the date
                           stated on the certificate or failing that as at the
                           date of that certificate unless the contrary is
                           proved.

         13.8.    COUNTERPARTS

                  (a)      This agreement may be executed in any number of
                           counterparts.

                  (b)      All counterparts, taken together, constitute one
                           instrument.

                  (c)      A party may execute this agreement by signing any
                           counterpart.




                                    PAGE 24
<PAGE>   28




         This Agreement is entered into between the parties hereto for the uses
and purpose hereinabove set forth as of the date first above written.

                                    ANSELL HEALTHCARE INCORPORATED



                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------



                                    PACIFIC DUNLOP HOLDINGS INC.



                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------







                                    PAGE 25
<PAGE>   29


SCHEDULE 1 - CONDITIONS PRECEDENT

CLAUSE 3.1

                  PDH must have received all of the following in a form and
                  substance satisfactory to PDH:

                  (a)      a certified copy of:

                           (1)      an extract of the minutes of a meeting of
                                    the board of directors of Ansell which
                                    evidences the resolutions authorising the
                                    signing and delivery of and observance of
                                    obligations under the agreement and which
                                    acknowledges that the agreement will benefit
                                    Ansell; and

                           (2)      each instrument which evidence any other
                                    necessary corporate or other action in
                                    connection with the agreement; and

                  (b)      a certificate of Ansell certifying that attached
                           thereto are true and correct copies of all
                           governmental and regulatory authorisations and
                           approvals required for the due execution, delivery
                           and performance of this agreement; and

                  (c)      a certificate of Ansell certifying that attached
                           thereto are true and correct copies of the
                           Certificate of Incorporation and the By-laws of
                           Ansell, in each case in effect on such date.




                                    PAGE 26
<PAGE>   30






                                    EXHIBIT A





                             FORM OF LOAN AGREEMENT







                                [TO BE ATTACHED]




                                    PAGE 27