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                                                                   EXHIBIT 10.31

                                       [BLAKE DAWSON WALDRON LAWYERS LETTERHEAD]




                              GUARANTOR ACCESSION
                                      DEED


                          BURNS PHILP CAPITAL PTY LTD
                               ABN 42 100 768 803



                                  [LETTERHEAD]
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                            GUARANTOR ACCESSION DEED

DATE 14 June 2002

PARTIES

    Burns Philp Capital Pty Ltd ABN 42 100 768 803 (the "NEW GUARANTOR")

RECITALS

A.  Under a guarantee and indemnity entitled "Deed of Guarantee and Indemnity"
    dated 28 July 1998 from the companies described in item 1 of the schedule to
    that guarantee and indemnity in favour of J.P. Morgan Australia Limited
    (formerly Chase Securities Australia Limited) and the Debenture Stockholders
    (the "GUARANTEE AND INDEMNITY") a person may become a Guarantor by execution
    of a deed in the form of this document.

B.  The New Guarantor wants to become a Guarantor under the Guarantee and
    Indemnity.

OPERATIVE PROVISIONS

1.  INTERPRETATION

    (a)  Terms and expressions defined in the Guarantee and Indemnity have the
         same meaning as in this document.

    (b)  The following words have these meanings in this document, unless the
         contrary intention appears:

         "EXISTING GUARANTOR" means each Guarantor which is a signatory (or has
         otherwise become a party) to the Guarantee and Indemnity and has not
         been released from that document.

2.  RIGHTS AND OBLIGATIONS OF GUARANTOR

    For valuable consideration including, among other things, the payment by the
    Trustee to the New Guarantor of $10.00 (receipt of which is acknowledged),
    the New Guarantor jointly and severally with each Existing Guarantor
    irrevocably and unconditionally agrees to be bound by the terms and
    conditions of the Guarantee and Indemnity.

3.  STATUS OF GUARANTOR

    The New Guarantor irrevocably acknowledges and confirms that it becomes a
    "GUARANTOR" as defined in, and for all purposes under, the Guarantee and
    Indemnity as if named in and as a party to the Guarantee and Indemnity from
    the date of this document, and accordingly is bound by the Guarantee and
    Indemnity as a Guarantor on and from that date.

4.  GOVERNING LAW

    This document is governed by the laws of the Australian Capital Territory.

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5.   BENEFIT OF DEED POLL

     This document is given in favour of and for the benefit of the Trustee and
     Debenture Stockholders, each Existing Guarantor, and persons claiming
     through the Trustee, Debenture Stockholder or an Existing Guarantor and
     their respective successors and permitted assigns.



EXECUTED as a deed poll.



SIGNED, SEALED and DELIVERED for
BURNS PHILP CAPITAL PTY LTD under
power of attorney in the presence of:   /s/ Philip West
                                        -----------------------------------
                                        Signature of attorney


/s/ Scott Neilson                       Philip West
-----------------------------------     -----------------------------------
Signature of witness                    Name


Scott Neilson                           13 June 2002
-----------------------------------     -----------------------------------
Name                                    Date of power of attorney












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