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                                                                  EXHIBIT 10.C.3

                                  Term Sheet
                           DSG International Limited


1.   Borrower                DSG International Limited ("DSG" or the "Company")

2.   Lender                  Breakers Investment Holding Limited, a BVI Company
                             ("BIHL")

3.   Principal Amount        US$15,000,000 (United States Dollars Fifteen
                             Million) ("Loan") to be drawn in full at one time

4.   Fees and Expenses       DSG will pay an Advisory Fee equal to 1.0% of the
                             Loan to Schroder Capital Partners Limited ("SCPL"),
                             to be deducted by BIHL from the Loan upon draw
                             down.

                             In addition DSG shall pay all out of pocket
                             expenses including any legal and other fees
                             incurred by SCPL or BIHL in respect or in
                             connection with the Loan.

5.   Interest Rate           14.5% per annum.  Failure to repay the Loan or any
                             part thereof on the due dates will result in an
                             increase in the interest payable to a note of 3%
                             per annum above the Interest Rate on all
                             outstanding amounts whilst they are outstanding.

6.   Interest Period         Interest will be paid and calculated monthly in
                             advance on the principal amount of the Loan and
                             Interest outstanding as of the beginning of the
                             Interest Period in question.

7.   Maturity                The Loan shall be repaid in full twelve months from
                             the date of advance. DSG will have the ability to
                             prepay the Loan in whole or in part at any time
                             after the six-month anniversary of the date of
                             -----
                             advance. For the avoidance of doubt, DSG will not
                             have the ability to prepay the Loan prior to six-
                             month anniversary of the advance.

8.   Collateral              The Loan will be secured by a first priority
                             perfected security interest in DSG's (i) Australian
                             subsidiary companies - DSG Pty Limited and Napples
                             DSG Pty Limited (the "Australian Subsidiaries")

9.   Covenants               DSG and the Australian Subsidiaries will be
                             required to maintain a minimum level of tangible
                             Net Worth and EBITDA identical to the covenants in
                             that regard contained in the $35 Million Loan
                             Agreement and for the Australian Subsidiaries, the
                             covenants and the ratios will

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                              be the same as those contained in the $35 Million
                              Loan Agreement for AHP. DSG will covenant that all
                              necessary consents have been obtained and that
                              this Loan and the terms contained in this Term
                              Sheet do not and will not breach or result in the
                              breach of the $35 Million Loan Agreement or any
                              other agreement to which DSG or any company within
                              its group is party. DSG shall otherwise provide
                              BIHL with such covenants as the Lender considers
                              in its sole absolute discretion appropriate.

10. Warrants                  DSG will grant BIHL Warrants priced at $0.01 for
                              0.75% of the Company's fully diluted common stock
                              for each month whilst any part of the Loan is
                              outstanding - i.e., during the first 12 months
                              after the date of the advance Warrants equivalent
                              to a total of 9.0% of the Company's full diluted
                              common stock.

                              Regardless of the repayment or any prepayment of
                              this Loan, in no event will BIHL receive Warrants
                              equivalent to less than 4.5% of DSG's fully
                              diluted Common Stock.

11.  Conditions Precedent     (1)   DSG is a corporation in good standing in the
                                    state of its incorporation and qualified to
                                    do business in other states and countries
                                    where it has collateral.

                              (2)   Evidence satisfactory to BIHL that DSG has
                                    or will have adequate funds available to
                                    consummate the acquisition of Drypers
                                    Corporation's US Assets based on the terms
                                    of the Asset Purchase Agreement dated
                                    February 20, 2001.

                              (3)   All necessary consents will be obtained.

                              (4)   Such other conditions precedent as BIHL
                                    considers appropriate in the circumstances.

                                    BIHL may in its discretion waive any such
                                    conditions precedent.

12.  Indemnification          DSG will provide BIHL with same indemnification as
                              provided to Foothill under the $35 Million Loan
                              Agreement.

13.  Representations and      DSG will provide BIHL with Representations and
     Warranties               Warranties as BIHL in its sole absolute discretion
                              thinks appropriate but which shall include the
                              same Representations and Warranties as have been
                              provided to Foothill Capital Corporation under the
                              $35 Million Loan Agreement with the additional
                              proviso that such

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                            Representations and Warranties shall be true with
                            respect to DSG in addition to AHP.

14. Governing Law           Hong Kong

15. Formal Documentation    All Formal Documentation evidencing the Loan and the
                            collateral therefor shall be in form and having
                            contents satisfactory to BIHL and its legal counsel.
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     The undersigned hereby certifies that: (i) DSG International Limited has or
will have adequate funds available to consummate the acquisition of Drypers
Corporation's U.S. Assets based upon the terms of the Asset Purchase Agreement
dated February 20, 2001 and (ii) all necessary consents to complete the
acquisition referred to in (i) above will be obtained.


                                           /s/ Brandon Wang
                                           -----------------------------------
                                           Brandon Wang
                                           Chairman, DSG International Limited
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To:   Breakers Investment Holding Limited
      Romasco Place, Wickhams Cay 1
      Tortola BVI


In consideration of your agreeing at my request to advance to DSG International
Limited ("DSG"), a British Virgin Island company, the sum of US$15,000,000
pursuant to the terms of a letter of even date herewith addressed to DSG and the
undersigned a copy of which is attached hereto I the undersigned hereby
guarantee to you the repayment on the due dates therefor by DSG of all sums of
money advanced by you to DSG as aforesaid with interest thereon subject as
hereinafter mentioned that is to say:

1.    Notice in writing of any default on the part of DSG is to be given by you
      to me and within 14 days from its receipt payment shall be made by me of
      all sums then due from me under this guarantee.

2.    This guarantee shall not be considered as satisfied by any intermediate
      payment or satisfaction of the whole or any part of any of such sums of
      money owing as aforesaid but shall be a continuing security and shall
      extend to cover any of such sums of money which shall for the time being
      constitute the balance due to you by DSG on any account and shall be
      binding as a continuing security on me, my executors, administrators and
      legal representatives.

3.    No illegality or invalidity of or in respect of the said letter or sums of
      money advanced by you to DSG as aforesaid shall affect or impair my
      liability hereunder.

4.    I shall not be discharged or released from this guarantee by any
      arrangement made between you and DSG without my consent or by any
      alteration in the obligations undertaken by DSG or by any forbearance
      whether as to payment time performance or otherwise.

5.    A certificate under your hand or that of your duly authorized agent as to
      the amount due at any time from DSG to you and/or any interest due thereon
      shall be conclusive and binding on me in the absence of manifest error.

6.    The proper law of this guarantee is Hong Kong law and I submit to the
      non-exclusive jurisdiction of the Hong Kong Courts.

As Witness whereof I have executed this guarantee the 12th day of March 2001.


   /s/ Brandon S.L. Wang
----------------------------
Brandon S.L. Wang