<PAGE>   1
                                                                    EXHIBIT 10.5



                              TAX SHARING AGREEMENT


         This Tax Sharing Agreement (this "Agreement"), by and among the U.S.
entities of the Pacific Dunlop Group listed below, is made as of the ____day of
_____,_____,

                                   WITNESSETH:

         WHEREAS, the parties to this Agreement (the "Group") include only the
U.S. entities as follows:

<TABLE>
<CAPTION>
      Group Members                                     Unit
      -------------                                     ----
<S>                                                     <C>
      Pacific Dunlop Investments (USA) Inc.             Administration
      Pacific Dunlop Capital Inc.                       Administration
      Pacific Dunlop Finance Company Inc.               Administration
      Pacific Dunlop Footwear, Inc.                     Administration
      Pacific Dunlop Holdings (USA) Inc.                Administration
      Pacific Dunlop Holdings Inc.                      Administration
      Pacific Dunlop USA Inc.                           Administration
      PAC Brands USA Inc.                               PAC Brands
      Pacific Dunlop GNB Corporation                    Batteries
      GNB Technologies Inc.                             Batteries
      GNB Industrial Battery Company                    Batteries
      GNB Battery Technologies Japan Inc.               Batteries
      Pacific Chloride Inc.                             Batteries
      New Enpak Inc.                                    Batteries
      Ansell Healthcare Incorporated                    Ansell
      Ansell Healthcare Products, Inc.                  Ansell
      Ansell Protective Products, Inc.                  Ansell
      Ansell Services, Inc.                             Ansell
      TPL Holdings Inc.                                 Accufix
      TPLC Holdings Inc.                                Accufix
      Cotac Corporation                                 Accufix
      Accufix Research Institute Inc.                   Accufix
</TABLE>


         WHEREAS, Pacific Dunlop Investments (USA) Inc. ("PD Investments") is
the common parent corporation of all of the Group members,

         WHEREAS, the members of the Group have made or will make an election to
file consolidated federal income tax returns pursuant to Section 1501 of the
Internal Revenue Code, and the regulations thereunder. Such federal consolidated
returns are being filed on a fiscal-year basis commencing July 1, and

         WHEREAS, the parties desire to set forth their agreement with respect
to:

         (1)      The allocation and payment of the liabilities and benefits
                  arising from the filing of a consolidated tax return and the
                  accounting therefore; and



<PAGE>   2

         (2)      the participation and cooperation by each Group member in
                  coordinated tax planning and other matters related to the
                  preparation and filing of consolidated tax returns.

         NOW, THEREFORE, in consideration of the premises and the mutual
         agreement and benefits herein set forth, the parties agree as follows:

I.       DEFINITIONS

         A.       Profitable Unit shall have the meaning attributed to it in
                  Paragraph II(1)

         B.       Loss Unit shall have the meaning attributed to it in Paragraph
                  II(2)

         C.       Separate Return Tax Liability shall mean the U.S. tax
                  liability of a Unit, net of foreign tax credits, that would
                  have accrued and be payable in any tax year, including U.S.
                  alternative minimum tax, if applicable, if such Unit were
                  required to have filed a Separate Unit Return (as defined
                  below).

         D.       Separate Unit Book Income shall mean the income or loss of
                  each Unit, computed pursuant to generally accepted accounting
                  principles.

         E.       Separate Unit Return shall mean with respect to a Unit
                  composed of more than one corporation a consolidated federal
                  income tax return prepared as if such Unit was separate from
                  the Group and with respect to a Unit which is composed of a
                  single corporation a separate federal income tax return
                  prepared as if such Unit was separate from the Group.

         F.       Unit shall mean the reporting division (e.g., Administration,
                  PAC Brands, Batteries, Ansell, or Accufix) to which each group
                  member is assigned by PD Investments and designated on page 1
                  of this agreement.

         G.       100% Owned shall mean a Unit or where applicable a Group
                  member all of whose common shares are owned directly or
                  indirectly by PD Investments.

II.      PURPOSE

         The purposes and intended effects of this Agreement are:

         (1)      To require Units having positive taxable income ("Profitable
                  Units") to pay their share of the Group's consolidated tax
                  liability pursuant to Paragraph III(B) hereafter; and

         (2)      To compensate Group Units with excess losses or credits ("Loss
                  Units") which are utilized by Profitable Units to reduce such
                  Profitable Units' share of the Group's consolidated tax
                  liability when Loss Units could have used the losses or
                  credits if such Unit filed a Separate Unit Return.

III.     TAX SHARING

         A.       The parties to this Agreement will use their best efforts and
                  will take all necessary action to assure that a consolidated
                  federal income tax return is filed by the Group for each year
                  that PD Investments is entitled to file a consolidated return
                  for the Group. PD Investments shall sign separate company tax
                  returns on behalf of the Group member.

         B.       Each Unit shall pay to PD Investments an amount equal to its
                  Separate Return Tax Liability. If the Unit is 100% Owned on
                  the last day of the taxable year, the tax computation shall
                  take into consideration the unexpired carryforward tax
                  benefits that such Unit generated prior to the tax year. If
                  the Unit is not 100% Owned on the last day of the taxable
                  year, the tax computation shall take into consideration only
                  the unexpired carryforward tax benefits that such Unit
                  generated (1)


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<PAGE>   3

                  in prior tax years that it was not 100% Owned for the entire
                  tax year; and (2) in the tax year that it became non-100%
                  Owned, the prorated portion of the unexpired carryforward tax
                  benefits determined to be generated after the date it was no
                  longer 100% Owned. The prorated portion of the unexpired
                  carryforward tax benefits generated after the date the Unit
                  was no longer 100% Owned will be determined based on the
                  entire carryforward tax benefit generated in that tax year
                  multiplied by the percentage of days in the tax year the Unit
                  was not 100% Owned.

                  Payments to PD Investments by any Unit shall not be increased
                  because a separate company tax benefit is limited as a result
                  of a consolidated income tax return being filed, provided that
                  benefit could have been used to reduce the Unit's tax
                  liability if the Unit filed a Separate Unit Return.

                  Based on information provided by Units, PD Investments will
                  determine the required installment for the payment period and
                  bill each Profitable Unit accordingly. PD Investments will
                  remit the appropriate amount of the estimated consolidated
                  federal tax liability to the Internal Revenue Service ("IRS").

                  Profitable Units shall pay PD Investments, by the last day of
                  the month following the end of each fiscal quarter, an amount
                  equal to the estimated combined federal and state effective
                  income tax rate as determined by PD Investments for this
                  purpose on an annual basis multiplied by the period to date
                  tax-adjusted book income calculated through the end of each
                  fiscal quarter, less tax payments previously made. However,
                  any Unit which is 100% Owned by PD Investments at the end of
                  the fiscal quarter and with carryforward tax benefits
                  generated prior to the tax year, which could be used by that
                  Unit if a Separate Unit Return were filed, will not have to
                  make payments to PD Investments until such benefits have been
                  used (as computed on a separate company basis, or expire
                  unused). Any Unit which is not 100% Owned at the end of the
                  fiscal quarter and with carryforward tax benefits generated
                  (1) in prior years in which it was not 100% Owned, or (2) in a
                  prior year in which it was not 100% Owned for part of the tax
                  year, as determined in paragraph 1 of Section III B. above,
                  which could be used by that Unit if such Unit filed a Separate
                  Unit Return, will not have to make payments to PD Investments
                  until such benefits either would have been used or would have
                  expired unused by such Unit (if the Unit filed a Separate Unit
                  Return).

                  If a Unit has underestimated its tax-adjusted Separate Unit
                  Book Income for any period, such Unit shall pay PD Investments
                  all interest and penalties attributable to such
                  underestimation.

                  PD Investments will be responsible for managing the funds
                  received from Profitable Units in excess of estimated
                  consolidated federal tax liability and shall, in its sole
                  discretion, advance such excess funds to Loss Units in
                  accordance with the excess losses or credits of the Loss Units
                  utilized by Profitable Units to reduce such Profitable Unit's
                  share of the Group's consolidated tax liability. The advance
                  of such excess funds will bear interest at the rate determined
                  by PD Investments to be paid on intercompany group advances,
                  either until such advance is repaid or until the time PD
                  Investments is required to credit or pay such excess funds to
                  the Loss Unit. PD Investments shall be required to credit or
                  pay such excess funds, less amounts previously advanced or
                  allowed as a credit against the estimated tax liability owed
                  to PD Investments, to any Loss Unit at the time the Loss Unit
                  would be able to utilize eligible carryforward tax benefits if
                  it filed a Separate Unit Return.

                  Within thirty (30) days after the filing of the federal
                  consolidated tax return or such other later date as PD
                  Investments may determine, a final payment or credit, as
                  determined herein, will be due from or to each Unit. Such
                  final payment or credit shall be equal to the difference
                  between the total estimated payments made by such Units for
                  the year, the Separate Return Tax Liability and the state tax
                  liability, as determined in accordance with Article IV below,
                  and adjusted for


                                       3
<PAGE>   4

                  each Unit's actual share of interest, late payment penalties
                  and other penalties (if any) arising from the filing of a
                  federal consolidated or state tax return.

                  If a Unit incurs a Net Operating Loss or has excess credits
                  (determined as if the Unit filed a Separate Unit Return) for a
                  Taxable Year and such Unit could carry back such Net Operating
                  Loss or credits on a Separate Unit Return basis, then such
                  Unit will be treated as carrying back such Net Operating Loss
                  or credits and will be entitled to payment in accordance with
                  this paragraph. A Net Operating Loss incurred or credit
                  generated by a Unit which is 100% Owned for the full year in
                  which such Net Operating Loss was incurred or credit generated
                  may be carried back on a Separate Unit Return basis only to
                  years in which the Unit was 100% Owned for the full year. A
                  Net Operating Loss incurred or credit generated by a Unit that
                  is not 100% Owned for the full year in which such Net
                  Operating Loss was incurred or credit generated may be carried
                  back only to years in which the Unit was not 100% Owned for
                  the full year. If a Unit may carry back a Net Operating Loss
                  or credits under this paragraph, then it shall calculate the
                  refund, if any, to which it would be entitled, if it had filed
                  Separate Unit Returns for the current and carryback years. PD
                  Investments shall pay to the Unit the amount of such refund
                  within 30 days of filing of the Consolidated Federal Income
                  Tax Return for the year in which such Net Operating Loss or
                  credits arise. A Net Operating Loss or Credit which cannot be
                  carried back may be carried forward as provided in this
                  Agreement.

         C.       PD Investments will have the responsibility for handling all
                  IRS examinations for the Group for all years for which the
                  Group files a consolidated federal income tax return. All
                  expenses of the examination and of defending any adjustments
                  or proposed adjustments which are directly attributable to a
                  specific Unit will be billed to such Unit. In addition, all
                  costs and expenses not directly attributable to any specific
                  Unit will be allocated by PD Investments among the Group in an
                  equitable manner.

         D.       If the consolidated federal tax liability for a taxable year
                  is changed as a result of an amended return, an IRS audit, or
                  a carryover or carryback of losses and/or credits, the Unit's
                  allocated shares of federal income tax liability will be
                  recomputed. Any difference between a Unit's previously
                  allocated share of the tax liabilities and benefits arising
                  from the filing of a consolidated tax return of the taxable
                  year and its recomputed allocated share of the tax liability,
                  benefits, interest, late payment penalties and other penalties
                  (if any), shall be remitted to PD Investments or the Units as
                  the case may be, within thirty (30) days after the change has
                  been determined to be final. Interest will be charged or paid
                  after thirty (30) days (such interest to be computed from the
                  date the change has been determined to be final) at the same
                  rate or rates used by the IRS with respect to late payments of
                  tax. Notwithstanding anything to be contrary, any Unit that is
                  not 100% Owned shall not be required to pay any amount to PD
                  Investments as a result of an adjustment which reduces a
                  Unit's Net Operating Loss carryover from a year or portion
                  thereof in which such Unit was 100% owned.

                  If any interest is to be paid to or received from the IRS as a
                  result of a consolidated tax deficiency or refund, such
                  interest will be allocated to Units in the same ratio that
                  each Unit's change in tax liabilities and benefits bears to
                  the total change in tax liability and shall be remitted to PD
                  Investments or the Unit, as the case may be.

         E.       Separate Return Tax Liability will be computed by allocating
                  all credits and adjustments to the Unit who earned the credit.

         F.       Pursuant to Section I C. above, Separate Return Tax Liability
                  includes U.S. alternative minimum tax. Each Unit shall
                  determine tax liabilities and make payments to PD Investments
                  equal to its


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<PAGE>   5

                  Separate Return Tax Liability, including U.S. alternative
                  minimum tax, following the principle as discussed in Section
                  III B. above.

         G.       This Agreement shall govern the use of all carryover or
                  carryback of net operating losses of each Group member for
                  federal income tax purposes including those, if any, which
                  arose in a prior separate return limitation year ( as defined
                  in the Internal Revenue Code of 1986, as amended and the
                  treasury regulations issued thereunder).

         H.       PD Investments agrees to indemnify each Unit of the Group for
                  taxes (including interest and penalties) assessed directly on
                  and collected from the Unit by a governmental authority as a
                  result of filing a consolidated return with the Group to the
                  extent the Unit has previously made payment of such taxes
                  (including interest and penalties) under this agreement to PD
                  Investments or such taxes (including interest and penalties)
                  are properly charged under this agreement to another Unit
                  regardless of whether such taxes (including interest and
                  penalties) have been paid by the other Unit to PD Investments.
                  Where PD Investments has indemnified a Unit of the Group for
                  another Unit's taxes (including interest and penalties), the
                  Unit to whom the taxes (including interest and penalties) are
                  properly charged under this agreement must remit payment to PD
                  Investments upon notice.

IV.      STATE INCOME TAXES

         In the event consolidated or combined unitary state income tax returns
         are required or elected, each Unit shall pay to PD Investment an amount
         equal to its separate return tax liability using the apportionment
         factors applicable if a separate state income tax return were filed.
         Each Unit shall further determine tax liabilities and make payments to
         PD Investments following the principle as discussed in Section III B.
         above.

V.       DURATION

         This Agreement shall continue in full force and effect for so long as
         the relationship among the Group members permits them to participate in
         a consolidated return, unless otherwise terminated. In the event that a
         party to this Agreement ceases to be a Group member, the Agreement
         shall continue among the remaining Group members and their Units. In
         the event a party to this Agreement ceases to be a Group member or in
         the event a new election is validly exercised by the Group not to file
         a consolidated federal income tax return, then an accounting shall be
         made to determine the extent, if any, that a Group member received a
         credit, payment or advance for any tax benefit which has not been
         realized by the Group. Such amounts previously credited shall become
         null and void. Amounts paid or advanced to such member will become due
         and payable to PD Investments within thirty (30) days of termination.

VI.      MODIFICATIONS

         This Agreement may be modified by a signed writing to reflect changes
         in the tax law, changes required by regulatory agencies, or changes to
         more equitably share tax liability. This Agreement may also be modified
         to include new subsidiaries joining the Group. Additional subsidiaries
         will be covered by this Agreement in writing among PD Investments and
         the subsidiaries.

VII.     EFFECTIVE DATE

         This Agreement shall be effective with respect to all taxable years
         beginning after June 30, 1999.


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<PAGE>   6

VIII.    MISCELLANEOUS

         This Agreement may be modified in whole or in party by a duly
         authorized written instrument signed by all of the parties. If any
         provisions of this Agreement are declared invalid, unenforceable or in
         conflict with any applicable statute, rule or law, then such provisions
         shall be deemed null and void to the extent that they conflict
         therewith, but without invalidating any other provision hereof. This
         Agreement shall be governed by and construed in accordance with the
         state laws of the state of Delaware and the federal laws of the United
         States.

                            [Signatures on next page]



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<PAGE>   7




IN WITNESS WHEREOF, the parties have set forth their hands and seals below.

<TABLE>
<S>                                                            <C>
PACIFIC DUNLOP INVESTMENTS (USA) INC.                            PACIFIC DUNLOP CAPITAL INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------

PACIFIC DUNLOP FINANCE COMPANY INC.                              PACIFIC DUNLOP FOOTWEAR, INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------

PACIFIC DUNLOP HOLDINGS (USA), INC.                              PACIFIC DUNLOP HOLDINGS, INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------

PACIFIC DUNLOP USA INC.                                          PAC BRANDS USA, INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------

PACIFIC DUNLOP GNB CORPORATION                                   GNB TECHNOLOGIES INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------
</TABLE>




                                       7
<PAGE>   8





<TABLE>
<S>                                                            <C>
GNB INDUSTRIAL BATTERY COMPANY                                   GNB BATTERY TECHNOLOGIES JAPAN INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------

PACIFIC CHLORIDE INC.                                            NEW ENPAK INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------

ANSELL HEALTHCARE INCORPORATED                                   ANSELL HEALTHCARE PRODUCTS, INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------

ANSELL PROTECTIVE PRODUCTS, INC.                                 ANSELL SERVICES, INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------

TPL HOLDINGS INC.                                                TPLC HOLDINGS INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------

COTAC CORPORATION                                                ACCUFIX RESEARCH INSTITUTE, INC.

By:                                                              By:
   --------------------------------------------                      --------------------------------------------

Name:                                                            Name:
     ------------------------------------------                       -------------------------------------------

Title:                                                           Title:
      -----------------------------------------                        ------------------------------------------
</TABLE>



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