<PAGE>   1
                                                                  EXHIBIT 10.6.2













                                 LOAN AGREEMENT
                                [              ]
                                   (BORROWER)


                                       AND

                                [              ]
                                    (LENDER)




                      [FREEHILL, HOLLINGDALE, & PAGE LOGO]









              101 Collins Street Melbourne Victoria 3000 Australia
                           GPO Box 128A Melbourne 3001
       Telephone (03) 9288 1234 Facsimile (03) 9288 1567 DX 240 Melbourne
                                 Reference: PWS





                                                    MELBOURNE PERTH CANBERRA
                                                    BRISBANE SINGAPORE HANOI
                                                        HO CHI MINH CITY


                CORRESPONDENT OFFICES IN JAKARTA AND KUALA LUMPUR





LIABILITY IS LIMITED BY THE SOLICITORS SCHEME UNDER THE PROFESSIONAL STANDARDS
ACT 1994 (NSW)


<PAGE>   2


TABLE OF CONTENTS

<TABLE>
<CAPTION>
         CLAUSE                                                              PAGE
<S>                                                                         <C>
1.       DEFINITIONS AND INTERPRETATION                                         1

         1.1.     Definitions                                                   1
         1.2.     Interpretation                                                2
         1.3.     Business Day                                                  3
         1.4.     Loan Facility Agreement                                       3

2.       LOAN                                                                   3

         2.1.     Amount                                                        3
         2.2.     Drawing                                                       3
         2.3.     Currency                                                      3

3.                CONDITIONS PRECEDENT                                          3

         3.1.     Documents to be provided                                      3

4.       INTEREST                                                               3

         4.1.     Interest                                                      3
         4.2.     Funds deposited with Lender                                   4

5.       PAYMENT, REPAYMENT AND PREPAYMENT                                      4

         5.1.     Time and method of payment                                    4
         5.2.     Payments in gross                                             4
         5.3.     Additional payments                                           4
         5.4.     Prepayment                                                    5

6.       REPRESENTATIONS AND WARRANTIES                                         5

         6.1.     Representations and warranties                                5
         6.2.     Survival of representations and warranties                    6

7.      UNDERTAKINGS                                                            6

         7.1.     Term of undertakings                                          6
         7.2.     General undertakings                                          6
         7.3.     Negative pledge and disposal of assets                        6

8.       EVENTS OF DEFAULT                                                      7

         8.1.     Events of Default                                             7
         8.2.     Consequences of default                                       9

9.       INTEREST ON OVERDUE AMOUNTS                                            9

         9.1.     Payment of interest                                           9
         9.2.     Accrual of interest                                           9
         9.3.     Rate of interest                                              9
</TABLE>


                                     PAGE 1
<PAGE>   3

<TABLE>
<CAPTION>
         CLAUSE                                                              PAGE
<S>                                                                         <C>

10.      COSTS AND EXPENSES                                                    10

         10.1.    Costs and expenses                                           10
         10.2.    Tax                                                          10

11.      ASSIGNMENT                                                            11

         11.1.    Assignment by the Borrower                                   11
         11.2.    Assignment by the Lender                                     11

12.      GENERAL                                                               11

         12.1.    Notices                                                      11
         12.2.    Governing law and jurisdiction                               12
         12.3.    Prohibition and enforceability                               12
         12.4.    Waivers                                                      12
         12.5.    Variation                                                    13
         12.6.    Cumulative rights                                            13
         12.7.    Certificates of the Lender                                   13
         12.8.    Counterparts                                                 13
         12.9.    Attorneys                                                    13
</TABLE>


                                     PAGE 2
<PAGE>   4


THIS LOAN AGREEMENT

                  is made on              between the following parties:

                  1.       [                 ]
                          of [               ]
                          (BORROWER)

                  2.       [                 ]
                          of [               ]
                          (LENDER)

RECITALS

                  The Borrower has requested the Lender and the Lender has
                  agreed to lend or procure to be lent to the Borrower up to
                  [        ] on the terms and conditions contained in this
                  agreement.

THE PARTIES AGREE

1.       DEFINITIONS AND INTERPRETATION

         1.1.     DEFINITIONS

                  ANSELL means Ansell Healthcare Incorporated;

                  BUSINESS DAY means:

                  (a)      for the purposes of clause 12.1, 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, New York excluding a
                           Saturday, Sunday or public holiday;

                  [DEPOSIT INTEREST RATE means on any day the [Federal Funds
                  Rate/the Equivalent Deposit Rate;]

                  [EQUIVALENT DEPOSIT RATE has the meaning contained in the Loan
                  Facility Agreement;]

                  [EQUIVALENT INTEREST RATE has the meaning contained in the
                  Loan Facility Agreement;]

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

                  EVENT OF DEFAULT means any event specified in clause 8.1 or in
                  clause 8.1 of the Loan Facility Agreement;

                  INTEREST RATE means in respect of each calendar month the
                  aggregate of [LIBOR on the first Business Day of that month
                  and the Margin/the Equivalent Interest Rate on the first
                  Business Day of that month and the Margin];

                  LIBOR has the meaning contained in the Loan Facility
                  Agreement;

                  LIMIT means, subject to clause         , $[          ];


                                     PAGE 1
<PAGE>   5

                  LOAN means each amount lent by a Lender to a Borrower pursuant
                  to this agreement;

                  LOAN FACILITY AGREEMENT means the agreement so called dated
                  [        ] between Pacific Dunlop Holdings Inc. and Ansell
                  Healthcare Inc;

                  MARGIN has the meaning contained in the Loan Facility
                  Agreement;

                  OUTSTANDING MONEYS means all debts and monetary liabilities of
                  the Borrower to the Lender under or in relation to this
                  agreement;

                  PDH means Pacific Dunlop Holdings Inc;

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

                  RELEVANT CURRENCY means                              ];

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


         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;

                  (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;


                                     PAGE 2
<PAGE>   6

                  (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.

         1.4.     LOAN FACILITY AGREEMENT

                  A word or phrase (other than one defined in clause 1.1)
                  defined in the Loan Facility Agreement has the same meaning in
                  this agreement.

2.       LOAN

         2.1.     AMOUNT

                  The Lender agrees to lend moneys to the Borrower 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.

         2.3.     CURRENCY

                  Loans will be made in the Relevant Currency.

3.       CONDITIONS PRECEDENT

         3.1.     DOCUMENTS TO BE PROVIDED

                  The Lender 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 each part of 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;


                                     PAGE 3
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                  (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.     FUNDS DEPOSITED WITH LENDER

                  The Borrower may deposit moneys with the Lender. 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 Lender:

                  (a)      in immediately available funds;

                  (b)      in the Relevant Currency;

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

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

                  or in such other manner as the 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 Borrower is required to make a
                           deduction or withholding by applicable law.

         5.3.     ADDITIONAL PAYMENTS

                  If:

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

                  (b)      the Lender is required to pay any Tax concerning any
                           payment it receives from the Borrower under this
                           agreement


                                     PAGE 4
<PAGE>   8

                  then the Borrower:

                  (c)      indemnifies the Lender against that Tax; and

                  (d)      must pay to the Lender an additional amount which the
                           Lender 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.

         5.4.     PREPAYMENT

                  (a)      The 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 Lender in
                           accordance with clauses 5.1 (other than clause
                           5.1(c)).

                  (b)      Amounts prepaid can be redrawn.

6.       REPRESENTATIONS AND WARRANTIES

         6.1.     REPRESENTATIONS AND WARRANTIES

                  The Borrower 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.


                                     PAGE 5
<PAGE>   9

         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 have been repaid.

         7.2.     GENERAL UNDERTAKINGS

                  The Borrower 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;

                  (b)      INCORRECT REPRESENTATIONS OR WARRANTY: notify the
                           Lender and 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 the Lender or
                           PDH, give the Lender or PDH (as the case may be) a
                           certificate signed by a director of the Borrower
                           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 the Lender
                           and PDH giving full details of the event and any step
                           taken or proposed to remedy it.

         7.3.     NEGATIVE PLEDGE AND DISPOSAL OF ASSETS

                  The Borrower must not, and must ensure that each of its
                  Subsidiaries 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
                           interest or Encumbrance, other than any Encumbrance
                           existing on the date hereof and an Encumbrance in
                           favour of PDH or the 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 any of its Subsidiaries,
                  except in the ordinary course of its ordinary business,
                  without the prior written consent of PDH.


                                     PAGE 6
<PAGE>   10

8.       EVENTS OF DEFAULT

         8.1.     EVENTS OF DEFAULT

                  An Event of Default occurs if:

                  (a)      NON PAYMENT: the Borrower does not pay any money
                           payable under this agreement in accordance with this
                           agreement;

                  (b)      ENFORCEMENT OF JUDGMENT: distress is levied or a
                           judgment, order or Encumbrance is enforced, or
                           becomes enforceable against any property of the
                           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 the Borrower in or in connection
                           with this 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 [ ] Business Days after a notice
                           from the relevant Lender specifying the
                           representation and warranty concerned;

                  (d)      CEASING BUSINESS: the 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 the 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 is or becomes wholly or
                           partly (in a material part) void, voidable or
                           unenforceable, or is claimed to be so by the Borrower
                           or by anyone on behalf of the Borrower and with its
                           authority, and alternative documents or other
                           arrangements acceptable to PDH have not been entered
                           into within 20 days after the Borrower becomes aware
                           of the matter of concern;

                  (g)      MATERIAL ADVERSE CHANGE: a change occurs in the
                           business, assets or financial condition of the
                           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 the
                           Borrower in respect of any financial accommodation
                           (other than under a this 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

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


                                     PAGE 7
<PAGE>   11

                  (i)      ENCUMBRANCE: any Encumbrance is or becomes
                           enforceable against any asset of the Borrower or any
                           of its Subsidiaries;

                  (j)      VITIATION OF THIS AGREEMENT:

                           (1)      all or any part of any provision of this
                                    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;

                           (3)      any person other than PDH or the 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 violates, breaches or results
                                    in a contravention of any law, regulation or
                                    Authorisation;

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

                  (l)      [VOLUNTARY INSOLVENCY: the Borrower 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 the Borrower
                           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 the Borrower under United States of
                           America federal bankruptcy laws as now or hereafter
                           in effect; ]

                  (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 the Borrower or an effective
                           resolution is passed for the winding-up of the
                           Borrower;]


                                     PAGE 8
<PAGE>   12

                  (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 the
                           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 the
                           Borrower; or

                  (q)      FACILITY AGREEMENT: an Event of Default shall occur
                           under the Facility Agreement dated ________, 2000
                           between Ansell Healthcare Incorporated and Pacific
                           Dunlop Holdings Inc.

         8.2.     CONSEQUENCES OF DEFAULT

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

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

                           (1)      payable to the Lender on demand; or

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

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

9.       INTEREST ON OVERDUE AMOUNTS

         9.1.     PAYMENT OF INTEREST

                  The Borrower must pay interest on:

                  (a)      any of the Outstanding Moneys due and payable by it
                           under this agreement, but unpaid; and

                  (b)      on any interest payable but unpaid under clause 9.

         9.2.     ACCRUAL OF INTEREST

                  The interest payable under this clause 9:

                  (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.

         9.3.     RATE OF INTEREST

                  The rate of interest payable under this clause 9 is the higher
                  of:

                  (a)      Prime Rate:


                                     PAGE 9
<PAGE>   13

                           (1)      on the date those Outstanding Moneys became
                                    due and payable; and

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

                  (b)      the rate fixed or payable under a judgment or other
                           thing referred to in clause 9.2(a).

10.      COSTS AND EXPENSES

         10.1.    COSTS AND EXPENSES

                  The Borrower must pay all costs and expenses of the Lender and
                  any employee, officer, agent or contractor of the Lender 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 the Lender or PDH given
                           under this agreement; and

                  (d)      any enquiry by any Governmental Agency involving the
                           Borrower,

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

         10.2.    TAX

                  (a)      The Borrower must pay any Tax incurred or payable by
                           the Lender 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; and

                           (3)      any transaction contemplated under this
                                    agreement or any agreement or document
                                    described in clause 10.2(a)(2) including the
                                    making of any Loan .

                  (b)      The Borrower must pay any fine, penalty or other cost
                           in respect of a failure to pay any Tax described in
                           clause 10.2(a) except to the extent that the fine,
                           penalty or other cost is caused by the Lender's
                           failure to lodge money received from the Borrower
                           within 10 Business Days before the due date for
                           lodgement.


                                    PAGE 10
<PAGE>   14

                  (c)      The Borrower indemnifies the Lender against any
                           amount payable under clause 10.2(a) or 10.2(b) or
                           both.

11.      ASSIGNMENT

         11.1.    ASSIGNMENT BY THE BORROWER

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

         11.2.    ASSIGNMENT BY THE LENDER

                  The Lender must not assign any of its rights or transfer by
                  novation any of its rights and obligations under this
                  agreement except to a related body corporate (as defined by
                  the Corporations Law) of PDH without the prior written consent
                  of the Borrower, which consent must not be unreasonably
                  withheld.

12.      GENERAL

         12.1.    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:

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

                                    (A)      if to the Lender:

                                             Address:         [            ]
                                                              [            ]
                                             Attention:       [            ]
                                             Facsimile:       [            ]

                                    (B)      if to the Borrower:

                                             Address:         [            ]
                                                              [            ]
                                             Attention:       [            ]
                                             Facsimile:       [            ]

                                    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,


                                    PAGE 11
<PAGE>   15

                                    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 2
                           hours after the transmission is received or regarded
                           as received under clause 12.1(a)(3) and informs the
                           sender that it is not legible.

                  (c)      In this clause 12.1, 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.

         12.2.    GOVERNING LAW AND JURISDICTION

                  (a)      This agreement is governed by the laws of [ ].

                  (b)      The Borrower irrevocably submits to the non-exclusive
                           jurisdiction of the courts of the [ ].

                  (c)      The Borrower appoints [ ] in relation to proceedings
                           in [ ] as its agent to receive service of any legal
                           process on its behalf without excluding any other
                           means of service permitted by the law of the relevant
                           jurisdiction.

                  (d)      The Borrower irrevocably waives any objection to the
                           venue of any legal process on the basis that the
                           process has been brought in an inconvenient forum.

         12.3.    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.

         12.4.    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.


                                    PAGE 12
<PAGE>   16

                  (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.

         12.5.    VARIATION

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

         12.6.    CUMULATIVE RIGHTS

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

         12.7.    CERTIFICATES OF THE LENDER

                  (a)      A certificate under the hand of an officer of the
                           Lender detailing the amount of the Outstanding Moneys
                           due and payable under this agreement whether
                           currently due and payable or not and the applicable
                           Interest Rate at any time is sufficient evidence
                           unless the contrary is proved.

                  (b)      A certificate under the hand of an officer of the
                           Lender stating the opinion of the Lender 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.

         12.8.    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.

         12.9.    ATTORNEYS

                  Each of the attorneys executing this agreement states that the
                  attorney has no notice of the revocation of the power of
                  attorney appointing that attorney.


                                    PAGE 13
<PAGE>   17


SCHEDULE 1 - CONDITIONS PRECEDENT

CLAUSE 3.1

                  The Lender and 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 the Borrower 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
                                    the Borrower; and

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

                  (b)      a certificate of the Borrower 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 the Borrower certifying that
                           attached thereto are true and correct copies of the
                           constitute documents (in its constitution) of the
                           Borrower.


                                    PAGE 14
<PAGE>   18


<TABLE>
<S>                                                              <C>
EXECUTED AS AN AGREEMENT:
SIGNED for
[                                               ]
by its attorney in
the presence of:


------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney


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

SIGNED for
[                                              ]
by its attorney in
the presence of:


------------------------------------------------                 --------------------------------------------------
Witness                                                          Attorney


------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)
</TABLE>



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