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                                                                   EXHIBIT 10.28

TRUST DEED

RELATING TO

Capital Notes

GOODMAN FINANCE LIMITED

as Issuer of the Capital Notes

AND

BURNS, PHILP & COMPANY LIMITED

as Guarantor and Issuer of Ordinary Shares in Redemption of Capital Notes

AND

THE NEW ZEALAND GUARDIAN TRUST COMPANY LIMITED

as Trustee

DATE 30 April 2003

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CONTENTS

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<S>                                                                                            <C>
1.     INTERPRETATION.....................................................................       1

       1.1        Definitions.............................................................       1
       1.2        Interpretation..........................................................       9
       1.3        Miscellaneous...........................................................      10
       1.4        Definitions in Conditions...............................................      11
       1.5        Non-Business Days.......................................................      11
       1.6        Changes in GAAP.........................................................      11

2.     ISSUE AND CONSTITUTION OF CAPITAL NOTES............................................      11

       2.1        Constitution of Capital Notes...........................................      11
       2.2        Further issue...........................................................      11
       2.3        Conditions of issue.....................................................      12
       2.4        Deed and Conditions binding.............................................      12
       2.5        Payment of Issue Price..................................................      12
       2.6        Form of Capital Notes and Holding Certificates..........................      12
       2.7        Covenant to observe the Deed and Conditions.............................      13
       2.8        Noteholder absolute owner...............................................      14
       2.9        Cancellation on redemption .............................................      14
       2.10       Validity of issued Capital Notes........................................      14
       2.11       Payment of brokerage or commission - issue at discount or premium.......      14
       2.12       Unclaimed payments......................................................      14
       2.13       Reinstatement...........................................................      15
       2.14       Further issues..........................................................      15

3.     SUBORDINATION AND STATUS OF CAPITAL NOTES..........................................      15

       3.1        Status and subordination................................................      15
       3.2        Subordinated contingent debt............................................      15
       3.3        Other indebtedness permitted............................................      16
       3.4        No subordination of Trustee's entitlement...............................      16
       3.5        Trust...................................................................      16
       3.6        No Set-off..............................................................      16
       3.7        Contracts (Privity) Act 1982............................................      16
       3.8        Enforcement by Trustee..................................................      17
       3.9        Distribution on Liquidation.............................................      17
       3.10       Reliance on Liquidator..................................................      18
       3.11       Termination of trusts...................................................      18
       3.12       Permitted payments and receipts.........................................      18
       3.13       Permitted proceedings...................................................      18
       3.14       Commencement of Liquidation.............................................      19
       3.15       Interest payable following Commencement of Liquidation..................      19
       3.16       Permitted payments......................................................      19

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<S>                                                                                            <C>
4.     THE REGISTER.......................................................................      19

       4.1        Establish and maintain Register.........................................      19
       4.2        Details on Register.....................................................      19
       4.3        Inspection of Register..................................................      20
       4.4        Change in details.......................................................      20
       4.5        Recognition of transmission of Capital Notes............................      20
       4.6        Registration of transmission of Capital Notes...........................      20
       4.7        Joint Noteholders.......................................................      20
       4.8        Register conclusive.....................................................      21
       4.9        Conflict between Register and Holding Certificates......................      21

5.     WARRANTIES AND COVENANTS...........................................................      21

       5.1        Representations and warranties..........................................      21
       5.2        Company covenants.......................................................      22
       5.3        Financial Covenant......................................................      24
       5.4        BPC Covenants...........................................................      24
       5.5        Accounts and reports of directors.......................................      25
       5.6        Nature of Company's Accounts............................................      27
       5.7        Auditors................................................................      27

6.     TRUSTEE'S POWER TO REMEDY AND WAIVE................................................      27

       6.1        Trustee may remedy......................................................      27
       6.2        Waiver by Trustee.......................................................      27

7.     APPOINTMENT OF AND POWERS AND DISCRETIONS OF TRUSTEE...............................      27

       7.1        Appointment.............................................................      27
       7.2        Powers..................................................................      27
       7.3        Discretion to consult Noteholders.......................................      30
       7.4        Trustee's right to be indemnified.......................................      30
       7.5        Trustee may concur in modification......................................      30
       7.6        Fiduciary relationship..................................................      31

8.     MEETINGS OF NOTEHOLDERS............................................................      32

       8.1        Regulations of meetings.................................................      32
       8.2        Represent Noteholders...................................................      32

9.     INDEMNITY OF TRUSTEE...............................................................      32

10.    RETIREMENT, REMOVAL AND NEW APPOINTMENT OF TRUSTEE.................................      32

       10.1       Retirement of Trustee...................................................      32
       10.2       Appointment of new Trustee..............................................      33

11.    TRUSTEE'S REMUNERATION AND EXPENSES................................................      33

       11.1       Basic remuneration......................................................      33
       11.2       Expenses................................................................      33
       11.3       Liability not terminated................................................      34
</TABLE>

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<TABLE>
<S>                                                                                            <C>
12.    DISCLOSURE OF INFORMATION..........................................................      34

13.    NOTICES............................................................................      34

14.    DISCHARGE OF DEED..................................................................      35

15.    INVALIDITY.........................................................................      35

16.    GOVERNING LAW AND JURISDICTION.....................................................      35

       16.1       Governing Law...........................................................      35
       16.2       Jurisdiction............................................................      36
       16.3       Process Agent...........................................................      36

SCHEDULE 1:  FORM OF CAPITAL NOTE HOLDING CERTIFICATE.....................................      38

SCHEDULE 2:  CONDITIONS OF THE CAPITAL NOTES..............................................      42

SCHEDULE 3:  MEETING OF NOTEHOLDERS.......................................................      58

SCHEDULE 4: EXISTING JOINT VENTURES.......................................................      66
</TABLE>

                                                                             iii

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This TRUST DEED is made on 30 April

BETWEEN              (1)    GOODMAN FINANCE LIMITED (the COMPANY)

AND                  (2)    BURNS, PHILP & COMPANY LIMITED (ABN 65 000 000 359)
                            (BPC)

AND                  (3)    THE NEW ZEALAND GUARDIAN TRUST COMPANY LIMITED
                            (the TRUSTEE)

INTRODUCTION

(A)      The Company will issue Capital Notes constituted under this Deed.

(B)      BPC, and certain of its subsidiaries, have agreed to guarantee all
         indebtedness of the Company under this Deed. BPC has further agreed to
         provide for the issue of shares of BPC in redemption of the Capital
         Notes in the circumstances described in this Deed.

(C)      The Securities Act 1978 and Securities Regulations 1983 require the
         appointment of a trustee in respect of the Capital Notes and the
         execution by the Company, BPC and the Trustee of a trust deed.

(D)      The Trustee has agreed to act as trustee on behalf of the Noteholders
         in accordance with this Deed.

(E)      The Capital Notes are unsecured, subordinated indebtedness of the
         Company. The claims of the Noteholders will, in any liquidation,
         bankruptcy, reorganisation, insolvency, receivership or similar
         proceeding for the benefit of creditors of the Company, rank ahead of
         shareholders of the Company, but behind the claims of all other
         creditors of the Company, other than creditors who have agreed to rank
         subordinate to the obligations of the Company under the Capital Notes,
         or pari passu with such obligations.

IT IS AGREED

1.       INTERPRETATION

1.1      DEFINITIONS

         In this Deed, unless the context otherwise requires:

         ACCRUED INTEREST has the meaning set out in the Conditions;

         APPROVED CHARTERED ACCOUNTANT means KPMG or any other firm of chartered
         accountants acceptable to the Trustee which, for the avoidance of
         doubt, shall be deemed to include any accountant which has been
         approved by the Facility Agent to act in the equivalent role under the
         Senior Facility Agreements;

         ASSOCIATE means:

         (a)      each Existing Joint Venture; and

         (b)      any other corporation, partnership, joint venture, trust or
                  other entity that BPC is required by GAAP to recognise in its
                  accounts on an equity accounting basis;

         A$ means the lawful currency of Australia;

                                                                               1

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         AUDITORS means the auditors for the time being appointed by the
         Company;

         AUSTRALIAN STOCK EXCHANGE means the Australian Stock Exchange or any
         alternative or substitute market for Ordinary Shares or other
         arrangement in Australia on or through which Ordinary Shares may be
         freely traded and which is generally regarded as the principal market
         or arrangement for the trading of Ordinary Shares in Australia;

         BUSINESS DAY means a day (other than a Saturday or Sunday) on which
         banks generally are open for business in Auckland and Sydney;

         CALCULATION DATE means each Quarter Date in each year commencing with
         the Quarter Date falling on 30 September 2003;

         CAPITAL NOTES means the unsecured, subordinated capital notes in an
         aggregate Principal Amount not exceeding $250,000,000, constituted by
         this Deed and which are for the time being outstanding and includes the
         relevant Conditions applicable to such capital notes but, unless the
         context requires otherwise, does not include any Further Capital Notes;

         COMMENCEMENT OF LIQUIDATION means the commencement of Liquidation under
         section 241(5) or section 317 of the Companies Act 1993, as the case
         may be, or under any similar legislation under which the Company, BPC
         or any of its Subsidiaries will cease to be duly incorporated or to
         validly exist or the date on which a statutory manager is appointed to
         the Company, BPC or any of its Subsidiaries under the Corporations
         (Investigations and Management) Act 1989 and includes any analogous
         proceedings in any other jurisdiction;

         CONDITIONS means the terms and conditions (including, where
         appropriate, New Conditions) from time to time applicable to the
         Capital Notes in the form set out in Schedule 2 (as modified from time
         to time in accordance with this Deed);

         COST SAVINGS means:

         (a)      an initial amount of A$50,000,000 in respect of the
                  acquisition of shares in Goodman Fielder Limited and an
                  initial amount of A$8,000,000 in respect of the acquisition of
                  the Fleischmann business unit from Kraft Foods International
                  Inc., as each such amount is reduced on each Calculation Date
                  by the total annualised realised cost savings achieved in the
                  quarter ending on that Calculation Date from the integration
                  of Goodman Fielder Limited and the Fleischmann business unit
                  into the Group, which realised cost savings and reductions
                  have been verified by an Approved Chartered Accountant and a
                  copy of that review has been delivered to the Trustee,
                  provided that:

                  (i)      the amount in respect of the acquisition of shares in
                           Goodman Fielder Limited and integration of Goodman
                           Fielder Limited into the Group, shall reduce to zero
                           by the date which is 12 months after Goodman Fielder
                           Limited becomes a wholly-owned Subsidiary of BPC; and

                  (ii)     the amount in respect of the acquisition and
                           integration of the Fleischmann business unit into the
                           Group, shall reduce to zero on the date which is 12
                           months after the earlier of the date BPC receives all
                           Brazilian anti-trust approvals required in relation
                           to the acquisition of the Fleischmann business unit
                           and 30 June 2003; and

         (b)      in relation to any acquisition (other than an acquisition
                  referred to in paragraph (a)), an amount in respect of a cost
                  saving plan (including the amount, time frame and anticipated
                  milestone dates for any cost savings) agreed between BPC and
                  the Trustee in relation to that acquisition;

         DEEDS OF GUARANTEE means each deed of guarantee entered into by
         Subsidiaries of BPC in support of the Company's obligations under this
         Deed (including, without limitation, in respect of the Capital Notes)
         and DEED OF GUARANTEE means each of them;

                                                                               2

<PAGE>

         EBIT means for the Group for a period, an amount equal to the
         consolidated net profit after tax of the Group for the period that
         would be disclosed by consolidated financial statements of the Group if
         they were prepared in accordance with GAAP as at the last day of that
         period, after:

         (a)      deducting an amount equal to:

                  (i)      profits relating to unrealised revaluations included
                           in consolidated net profit after tax;

                  (ii)     profits realised on the sale or other disposition of
                           any asset not manufactured or acquired for disposal
                           in the ordinary course of ordinary business or which
                           is unusual in nature; and

                  (iii)    unrealised exchange gains included in consolidated
                           net profit after tax; and

         (b)      adding back an amount equal to:

                  (i)      the provision for income tax and other taxation (if
                           any) levied in Australia or anywhere else on or by
                           reference to income or profits relating to that
                           period;

                  (ii)     the Net Interest Expense for that period;

                  (iii)    losses realised on the sale or other disposition of
                           any asset not manufactured or acquired for disposal
                           in the ordinary course of ordinary business or which
                           is unusual in nature (including as a result of
                           revaluations), to the extent that those losses have
                           been charged against that profit;

                  (iv)     unrealised exchange losses relating to that period;

                  (v)      any Restructuring Costs;

                  (vi)     any incremental annualised realised cost savings
                           relating to that period that have been reviewed and
                           verified by an Approved Chartered Accountant
                           (provided that in relation to cost savings described
                           in sub-paragraphs (a)(i) and (ii) of the definition
                           of Cost Savings, such incremental annualised realised
                           cost savings shall reduce to zero with effect from
                           the applicable date in sub-paragraph (a)(i) and (ii)
                           respectively); and

                  (vii)    outside equity interests relating to that period.

         For the purposes of calculating EBIT for any Subsidiary or business
         acquired in any period, provided such EBIT has been verified by an
         Approved Chartered Accountant and a copy of that review is delivered to
         the Trustee, EBIT will be adjusted to take into account the effects of
         any acquisitions made during the period. The adjustments will be made
         on the basis that the acquired Subsidiary or business had been acquired
         on the first day of the period and the EBIT for that acquired
         Subsidiary or business for the whole of the period was included in the
         EBIT of the Group for that period.

         EBITDA means for the Group for a period, the sum of:

         (a)      EBIT for the Group for that period; and

         (b)      depreciation and amortisation on fixed and other assets
                  (including goodwill) of the Group on a consolidated basis
                  during that period;

         that would be disclosed by consolidated financial statements of the
         Group if they were prepared in accordance with GAAP as at the last day
         of that period.

                                                                               3

<PAGE>

         ELECTION DATE has the meaning set out in the Conditions;

         EVENT OF DEFAULT means, in relation to a Senior Creditor Agreement:

         (a)      if that term is defined in the Senior Creditor Agreement, the
                  meaning given to that term;

         (b)      if there is no such definition in that Senior Creditor
                  Agreement, a default, event or circumstance which occurs under
                  that Senior Creditor Agreement which results in the
                  indebtedness of a Group Member to that Senior Creditor being
                  accelerated in accordance with its terms;

         EXISTING JOINT VENTURE means a joint venture described in Schedule 4 to
         this Deed;

         EXISTING SENIOR LOAN AGREEMENTS means:

         (a)      the senior funding agreement dated 2 August 2001 made between
                  BPC, the entities listed in schedule 1 to that agreement,
                  Credit Suisse First Boston, Melbourne Branch, The
                  Toronto-Dominion Bank and the financial institutions listed in
                  schedule 2 to that agreement, as amended;

         (b)      the term loan facility agreement dated 2 August 2001 made
                  between BPC, the entities listed in schedule 1 to that
                  agreement, Credit Suisse First Boston, Melbourne Branch and
                  the financial institutions listed in schedule 2 to that
                  agreement; and

         (c)      the revolving loan facility agreement dated 2 August 2001 made
                  between BPC, the entities listed in schedule 1 to that
                  agreement, Credit Suisse First Boston, Melbourne Branch and
                  the financial institutions listed in schedule 2 to that
                  agreement;

         EXTRAORDINARY RESOLUTION means a resolution passed at a meeting of the
         Noteholders duly convened and held by a majority consisting of not less
         than three-quarters of the votes cast on that resolution or, if a poll
         is required, by not less than three-quarters of the votes cast on the
         poll;

         FACILITY AGENT means Credit Suisse First Boston, Melbourne Branch;

         FURTHER CAPITAL NOTES means capital notes evidencing indebtedness of
         the Company constituted by a Supplemental Deed in accordance with
         clause 2.2 or the amount of such capital notes for the time being
         outstanding or, as the context may require, a specific number of such
         capital notes;

         GAAP means:

         (a)      in relation to the Company, generally accepted accounting
                  practice as such term is defined in section 3 of the Financial
                  Reporting Act 1993; and

         (b)      in relation to BPC or the Group means, generally accepted
                  accounting principles in Australia consistently applied;

         GROUP means BPC, the Subsidiaries and the Associates of BPC from time
         to time;

         GROUP MEMBER means BPC and any Subsidiary of BPC from time to time;

         GUARANTOR means each of BPC and each wholly owned Subsidiary of BPC
         incorporated in Australia, New Zealand or the United States which has
         gross revenues from non-Group Members of greater than A$10,000,000 (or
         equivalent) in a financial year as disclosed in its most recent annual
         accounts and includes any new guarantor which accedes to any Deed of
         Guarantee in accordance with the terms of the relevant Deed of
         Guarantee (in each case to

                                                                               4

<PAGE>

         the extent not subsequently released in accordance with the terms of
         the relevant Deed of Guarantee);

         HOLDING CERTIFICATE means a holding certificate issued by the Company
         in, or substantially in, the form set out in Schedule 1 setting out the
         information required under Rules 11.2.1 and 11.2.5 of the Listing Rules
         and having a summary of the Conditions endorsed on, or attached to,
         that holding certificate and any holding certificate, acknowledgement,
         receipt or other written evidence issued in replacement of, or
         substitution for, any such holding certificate;

         INSOLVENCY EVENT means, in respect of a person:

         (a)      an order being made, or the person passing a resolution, for
                  its winding up, dissolution or deregistration;

         (b)      an application being made to a court for an order for
                  protection from creditors or for its reorganisation, winding
                  up, dissolution or deregistration, unless the application is
                  withdrawn or dismissed within 5 Business Days;

         (c)      an administrator, statutory manager, liquidator or analogous
                  person being appointed to the person;

         (d)      that person enters into a scheme of arrangement, composition
                  with, or assignment for the benefit of, its creditors (or any
                  class of them) or proposes a moratorium in relation to its
                  creditors (or any class of them);

         (e)      (i)      the person resolving to appoint a controller or
                           analogous person to the person or any of the person's
                           property;

                  (ii)     an application being made to a court for an order to
                           appoint a controller, provisional liquidator, trustee
                           for creditors or in bankruptcy or analogous person to
                           the person or any of the person's property, unless
                           the application is withdrawn or dismissed within 5
                           Business Days; or

                  (iii)    an appointment of the kind referred to in
                           subparagraph (ii) being made (whether or not
                           following a resolution or application);

         (f)      the holder of a security interest taking possession of any of
                  the person's property;

         (g)      the person being taken under section 458F(1) of the
                  Corporations Act 2001 or section 287 of the Companies Act 1993
                  (as applicable) to have failed to comply with a statutory
                  demand;

         (h)      the person:

                  (i)      suspending payment of its debts, ceasing (or
                           threatening to cease) to carry on all or a material
                           part of its business, stating that it is unable to
                           pay its debts as they fall due or being or becoming
                           otherwise insolvent; or

                  (ii)     being taken by applicable law to be (or if a court
                           would be entitled or required to presume that the
                           person is) unable to pay its debts as they fall due
                           or otherwise insolvent;

         (i)      the process of any court or authority being invoked against
                  the person or any of its property to enforce any judgment or
                  order for the payment of money or the recovery of any
                  property;

                                                                               5

<PAGE>

         (j)      the person taking any step that could result in the person
                  becoming an insolvent under administration (as defined in
                  section 9 of the Corporations Act 2001);

         (k)      the person taking any step toward entering into a compromise
                  or arrangement with, or assignment for the benefit of, any of
                  its members or creditors; or

         (l)      any analogous event in any relevant jurisdiction;

         INTEREST DATE has the meaning set out in the Conditions;

         INTEREST RATE has the meaning set out in the Conditions;

         ISSUE PRICE means, in relation to a Capital Note and from time to time,
         the price determined by the Company for the issue of that Capital Note
         which may be set at a premium or discount to the Principal Amount of
         the Capital Note and may differ in respect of different Capital Notes;

         LIQUIDATION means, in relation to the Company, BPC or any of its
         Subsidiaries, either:

         (a)      the process of liquidation provided for in Part XVI of the
                  Companies Act 1993; or

         (b)      any analogous procedure following which the Company, BPC or
                  any of its Subsidiaries, as the case may be, will cease to
                  validly exist, or be duly incorporated, except for the
                  purposes of, and followed by, a reconstruction or an
                  amalgamation (not including or arising out of insolvency) of
                  the Company, BPC or any of its Subsidiaries provided that,
                  upon such reconstruction or amalgamation, the successor to the
                  Company, BPC or any of its Subsidiaries assumes the
                  obligations of the Company, BPC or any of its Subsidiaries
                  under this Deed and the terms of the Capital Notes, and that
                  the form of the restructuring or amalgamation has been
                  approved by Extraordinary Resolution; or

         (c)      its becoming subject to statutory management under the
                  Corporations (Investigation and Management) Act 1989;

         LIQUIDATION AMOUNT has the meaning set out in the Conditions;

         LIQUIDATOR means, in relation to the Company, any official in whom
         management of the Company may become vested for the purposes of
         liquidating its assets and repaying its debts and administering to the
         eventual cessation of its business and shall include a statutory
         manager;

         LISTING RULES means:

         (a)      in relation to the Company, the listing rules of the New
                  Zealand Stock Exchange in force from time to time; and

         (b)      in relation to BPC, the listing rules of the Australian Stock
                  Exchange in force from time to time;

         LTM EBITDA means, for a period, the aggregate EBITDA for that period
         plus Cost Savings for that period;

         NET INTEREST EXPENSE means for the Group for a period, Total Interest
         Expense for the Group for that period less interest income of the Group
         over that period, calculated on a consolidated basis in accordance with
         GAAP;

         NET TOTAL DEBT means, on any day, the Total Debt on that day less the
         sum of the amount of cash held on that day by:

                                                                               6

<PAGE>

         (a)      BPC; or

         (b)      any other Group Member, to the extent that there is no legal,
                  contractual or other restriction on the ability of BPC to
                  readily procure that the cash is transferred to BPC or a
                  Guarantor;

         NEW CONDITIONS has the meaning set out in the Conditions;

         NEW ZEALAND STOCK EXCHANGE means the New Zealand Stock Exchange or any
         alternative or substitute market for Ordinary Shares or other
         arrangement in New Zealand on or through which Ordinary Shares may be
         freely traded and which is generally regarded as the principal market
         or arrangement for the trading of Ordinary Shares in New Zealand;

         NOTEHOLDER means, at any time, in relation to a Capital Note, the
         person named in the Register as the holder of the Capital Note;

         ORDINARY SHARES means fully paid ordinary shares in BPC of the class on
         issue at the date of this Deed or the shares which result if such
         ordinary shares in BPC are at any time subdivided, consolidated or
         reclassified after the date of this Deed;

         POTENTIAL EVENT OF DEFAULT means, in relation to a Senior Creditor
         Agreement:

         (a)      if that term is defined in the Senior Creditor Agreement, the
                  meaning given to that term;

         (b)      if there is no such definition in that Senior Creditor
                  Agreement, an event or circumstance which with the passage of
                  time, or the giving of notice or both would become an Event of
                  Default;

         PRINCIPAL AMOUNT means, in relation to a Capital Note, the principal
         amount of such Capital Note as recorded in the Register;

         PROXY CLOSING TIME means 48 hours before the time appointed for
         commencement of the relevant meeting of Noteholders or the taking of a
         poll of Noteholders;

         QUARTER DATE means 31 March, 30 June, 30 September and 31 December in
         each year;

         QUARTER PERIOD means a period from a Quarter Date and ending on the
         next Quarter Date;

         REGISTER means the register of Capital Notes to be established and
         maintained in accordance with this Deed;

         REGISTRAR means the person appointed by the Company to maintain the
         Register;

         RESTRUCTURING COSTS means, in respect of any period, costs and expenses
         incurred by the Group during that period in relation to restructuring
         (including, for the avoidance of doubt, all costs and expenses relating
         to redundancy, closure and make good costs, asset relocation costs not
         capable of capitalisation, consultant fees and asset write downs)
         provided such costs have been verified by an Approved Chartered
         Accountant and a copy of that review has been delivered to the Trustee;

         SENIOR CREDITOR AGREEMENT means any agreement or document governing the
         terms of any indebtedness of a Group Member to a Senior Creditor;

         SENIOR CREDITORS has the meaning set out in the Conditions;

                                                                               7

<PAGE>

         SENIOR FACILITY AGREEMENTS means each of the financing arrangements
         entered into by BPC and various subsidiaries of BPC in February and
         March 2003 in connection with the funding of the acquisition of Goodman
         Fielder Limited;

         SUBSIDIARY means in relation to an entity, another entity which is:

         (a)      a subsidiary of the first within the meaning of Part 1.2
                  Division 6 of the Corporations Act (Cwlth) or;

         (b)      a subsidiary of the first within the meaning of section 5 of
                  the Companies Act 1993; or

         (c)      a subsidiary of or otherwise controlled by the first within
                  the meaning of any approved accounting standard;

         SUPPLEMENTAL DEED means a deed supplemental to this Deed under which
         any Further Capital Notes are constituted;

         TOTAL DEBT means, on any date, the gross amount of all financing
         liabilities of the Group on that date (including for the avoidance of
         doubt, the liabilities in relation to the Capital Notes and any other
         financing liabilities that rank pari passu with or ahead of the Capital
         Notes), calculated on a consolidated basis in accordance with GAAP,
         including:

         (a)      the redemption amount of all debt instruments;

         (b)      the principal amount of all finance leases and hire purchase
                  agreements;

         (c)      the redemption amount of all redeemable shares issued by a
                  Group Member; and

         (d)      all other liabilities that are required by GAAP to be treated
                  as financing liabilities;

         TOTAL INTEREST EXPENSE means for the Group for a period, the gross
         amount of all interest and financing costs incurred by the Group over
         that period, calculated on a consolidated basis in accordance with
         GAAP, after taking into account all realised losses and profits on
         foreign currency borrowings and financing transactions (other than
         amounts transferred to foreign currency translation reserves),
         including:

         (a)      the amount of all discounts and similar allowances on the
                  issue or disposal of debt instruments;

         (b)      all finance charges under finance leases and hire purchase
                  agreements;

         (c)      the amount of all dividends paid or payable on redeemable
                  shares issued by any Group Member; and

         (d)      all other expenses and amounts that are required by GAAP to be
                  treated as an interest or financing cost other than
                  amortisation of loan establishment costs,

         but excluding:

         (e)      interest and financing costs on money borrowed or raised to
                  acquire, develop or improve fixed assets, to the extent that
                  they have been capitalised in the accounts of the Group; and

         (f)      interest and financing costs on the redeemed USD100,000,000
                  aggregate amount of 5 1/2 Guaranteed Subordinated Convertible
                  Bonds issued by Burns Philp Treasury (Europe) BV and the
                  redeemed USD100,000,000 aggregate amount of Conversion Bonds
                  issued by BPC;

                                                                               8

<PAGE>

         (g)      the make whole premium on existing financial accommodation of
                  Goodman Fielder Limited;

         (h)      any realised costs of closing out a Treasury Transaction that
                  are incurred in connection with the refinancing of the
                  Existing Senior Loan Agreements or any acquisition of a
                  Subsidiary or business after 4 March 2003;

         (i)      any dividends paid during the period on the converting
                  preference shares issued by BPC prior to the date of this Deed
                  (up to conversion); and

         (j)      any non-cash items included in interest in the most recent
                  statement of the financial performance of the Group;

         TRANCHE means either the Five Year Notes, the Eight Year Notes or both
         of them as the case may be;

         TREASURY TRANSACTION means any foreign exchange agreement, currency or
         interest purchase agreement, interest rate swap, cap or collar
         agreement, currency swap agreement, currency and interest rate future
         or option contract and other similar agreement (whether entered into
         before, on or after the date of this agreement); and

         UNPAID INTEREST has the meaning set out in the Conditions.

1.2      INTERPRETATION

         Except to the extent that the context otherwise requires, any reference
         in this Deed (including in the Conditions) to:

         BORROWED MONEY means any indebtedness for or in respect of money
         borrowed or raised by whatever means (including acceptances, deposits,
         finance leases, debt factoring with recourse and the issue of
         redeemable preference shares) or for the deferred purchase price of
         assets and services (other than assets or services supplied in the
         ordinary course of business on normal trade terms);

         the CAPITAL NOTES shall be interpreted as a reference to all Capital
         Notes or, as the context may require, to each Tranche of Capital Notes;

         a CLAUSE or SCHEDULE is a reference to a clause of, or the schedule to,
         this Deed;

         a COMPANY means any company or body corporate wherever incorporated or
         domiciled and, where the context so permits, includes an individual;

         INDEBTEDNESS includes any obligation (whether present or future, actual
         or contingent, secured or unsecured, as principal or surety or
         otherwise) for the payment or repayment of money;

         LAW means all laws, statutes, regulations and ordinances of New Zealand
         and all judgments, decrees, injunctions, writs and orders of any New
         Zealand court;

         FINANCIAL STATEMENTS includes statements of financial position,
         financial performance, movements in equity and cashflows, and the notes
         relating to any such statements, and CONSOLIDATED FINANCIAL STATEMENTS
         has a corresponding meaning;

         MONTH means calendar month;

         a NOTEHOLDER or the NOTEHOLDERS shall be interpreted as a reference to
         all Noteholders or, as the context may require, the holders of a
         particular Tranche of Capital Notes;

                                                                               9

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         OUTSTANDING means, in relation to Capital Notes, all the Capital Notes
         as from time to time have been issued in accordance with this Deed
         other than:

         (a)      those which have been repaid or redeemed in accordance with
                  this Deed and the relevant Conditions; and

         (b)      those which have been purchased and surrendered for
                  cancellation and in respect of which notice of cancellation
                  has been given to the Registrar;

         PERSON includes an individual, firm, company, corporation or
         unincorporated body of persons, organisation or trust, and any state or
         government agency, in each case whether or not having a separate legal
         personality;

         TAX includes any present or future tax, levy, impost, duty, rate,
         charge, fee, deduction or withholding of any nature and whatever
         called, imposed or levied by any government or governmental agency; and

         WRITTEN and IN WRITING includes all means of reproducing words in a
         tangible and permanently visible form.

1.3      MISCELLANEOUS

         (a)      DEFINITIONS IN COMPANIES ACT 1993 AND SECURITIES ACT 1978

                  Except where otherwise expressly provided in this Deed, words
                  defined in the Companies Act 1993 or the Securities Act 1978
                  have the same meanings in this Deed.

         (b)      HEADINGS

                  The introduction to, and each heading in this Deed, is
                  inserted for convenience only and is to be ignored in
                  construing this Deed.

         (c)      PLURAL, SINGULAR AND GENDER REFERENCES

                  Unless the context otherwise requires, words denoting the
                  singular number only are to include the plural and vice versa
                  and words denoting any gender are to include all genders.

         (d)      REFERENCES TO LEGISLATION

                  References to any legislation or to any provision of any
                  legislation are deemed to be references to that legislation or
                  provision as from time to time amended, re-enacted or
                  substituted.

         (e)      MODIFIED, NOVATED, SUPPLEMENTED, VARIED AND REPLACED DOCUMENT

                  References to any document (however described) will include
                  references to such document as modified, novated,
                  supplemented, varied or replaced from time to time.

         (f)      SCHEDULES

                  Each schedule has the same form and effect as if set out in
                  the body of this Deed.

         (g)      REFERENCES TO TIME

                  Anything which may be done at any time may also be done from
                  time to time.

                                                                              10

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1.4      DEFINITIONS IN CONDITIONS

         Words and expressions defined in the Conditions and not otherwise
         defined in this Deed have the same meanings where used in this Deed
         unless the context otherwise requires.

1.5      NON-BUSINESS DAYS

         Anything which is required by this Deed or the Conditions to be done
         on, or as of, a day which is not a Business Day is to be done on, or as
         of, the next Business Day.

1.6      CHANGES IN GAAP

         The parties acknowledge that changes in GAAP after the date of this
         Deed may make the operation of clauses 5.3, 5.5 and 5.6, the defined
         terms in clause 1.1, or another clause in this Deed that refers to
         GAAP, inappropriate. If the Company or the Trustee considers that this
         has occurred and notifies the other of them to that effect (the
         NOTIFICATION DATE), the Company and the Trustee agree to make
         appropriate amendments to the affected clause or definition. If the
         Company and the Trustee fail to agree on the appropriate amendments to
         the affected clause or definition within 20 Business Days of the
         Notification Date, then the Company's compliance with such affected
         clause or definition shall be determined on the basis of GAAP in effect
         immediately before the relevant change in GAAP became effective, until
         such notification is withdrawn or such clause or definition is amended
         in a manner satisfactory to the Company and the Trustee.

2.       ISSUE AND CONSTITUTION OF CAPITAL NOTES

2.1      CONSTITUTION OF CAPITAL NOTES

         The Company may, from time to time, constitute and issue Capital Notes
         in accordance with this Deed.

2.2      FURTHER ISSUE

         With the consent of the Trustee, the Company may, from time to time,
         without the consent of the Noteholders create and issue Further Capital
         Notes, subject to this Deed, either:

         (a)      RANKING PARI PASSU WITH CAPITAL NOTES

                  on the same terms as the initial offer of Capital Notes in all
                  respects (or in all respects except for the Interest Rate,
                  Interest Dates and the Election Date) so as to form a single
                  issue with the Capital Notes; or

         (b)      ON OTHER TERMS

                  upon such other terms as to interest rates or payment dates,
                  redemption, ranking (whether in Liquidation or otherwise),
                  premium, discount and otherwise as the Company may determine
                  at the time of issue.

           Any Further Capital Notes are to be constituted by a Supplemental
           Deed executed by the Company, BPC and the Trustee in a form agreed by
           them. The consent of the Trustee shall not be required in relation to
           any issue of capital notes which are not subject to this Deed.

                                                                              11

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2.3      CONDITIONS OF ISSUE

         Each Capital Note is to be issued subject to the Conditions in
         accordance with this Deed. The conditions applicable to Further Capital
         Notes are to be in the form set out or referred to in the relevant
         Supplemental Deed.

2.4      DEED AND CONDITIONS BINDING

         This Deed and the Conditions are binding on the Company, BPC, the
         Trustee, the Noteholders and all persons claiming through or under them
         respectively and the Capital Notes are to be held subject to this Deed
         and the Conditions and, in relation to the initial issue of Capital
         Notes, each Deed of Guarantee.

2.5    PAYMENT OF ISSUE PRICE

         (a)      PAYMENT ON APPLICATION

                  Each applicant for Capital Notes must pay to the Company, upon
                  application, the Issue Price for the Capital Notes set out in
                  his or her application for Capital Notes.

         (b)      ISSUE OF CAPITAL NOTES

                  Following receipt of the Issue Price for Capital Notes,
                  subject to acceptance of that application by the Company in
                  full or in part, the Company must issue that Noteholder with
                  the appropriate Principal Amount of Capital Notes for which
                  the application is accepted as soon as practicable after the
                  date on which it received payment of the Issue Price.

         (c)      CLEARED FUNDS

                  The Company is not obliged to pay Accrued Interest to a
                  Noteholder (or the Trustee on its behalf) under this Deed
                  unless and until the Noteholder has paid in full and in
                  cleared funds the Issue Price for the Capital Notes issued to
                  him or her. The Company may also (but need not) forfeit any
                  Capital Notes issued to a Noteholder if that Noteholder does
                  not pay the Issue Price in full and cleared funds for the
                  relevant Capital Notes. Any Capital Notes forfeited under this
                  clause may be cancelled or transferred by the Company to any
                  person or persons.

2.6      FORM OF CAPITAL NOTES AND HOLDING CERTIFICATES

         Capital Notes will be issued in uncertificated book entry form in a
         minimum denomination of $5000 for each Tranche (and thereafter in
         multiples of $1000 for each Tranche) by entry of the details specified
         in clause 4.2 on the Register. The Company may issue to each initial
         Noteholder, and to each subsequent Noteholder within five Business Days
         after he or she is transferred a Capital Note in accordance with this
         Deed, a Holding Certificate in respect of his or her Capital Notes.

         Each Holding Certificate must:

         (a)      be and remain subject to the Conditions applicable from time
                  to time;

         (b)      have endorsed on it a summary of the relevant Conditions as at
                  the date of issue; and

         (c)      be numbered sequentially and be transferable on registration
                  of the relevant details on the Register as set out in the
                  Conditions.

                                                                              12

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         Subject to the Conditions, the Company may, upon such terms (if any)
         that it determines, issue to a Noteholder:

         (d)      SUBSTITUTE HOLDING CERTIFICATE

                  a new Holding Certificate in substitution for one issued in an
                  incorrect form, or for an incorrect principal amount of
                  Capital Notes, or otherwise containing incorrect terms or
                  Conditions;

         (e)      MULTIPLE HOLDING CERTIFICATES

                  several new Holding Certificates in substitution for a single
                  Holding Certificate and vice versa;

         (f)      SUBSTITUTION IN PART a new Holding Certificate in part
                  substitution for a Holding Certificate where some (but not
                  all) of the Capital Notes represented by the latter Holding
                  Certificate are cancelled, redeemed, redeemed by the issue of
                  Ordinary Shares or transferred, or the subject of a
                  transmission, in accordance with this Deed and the Conditions;
                  and

         (g)      NEW CONDITIONS

                  a new Holding Certificate where the Noteholder of a Capital
                  Note has, or is deemed to have, accepted the New Conditions
                  offered by the Company in relation to that Capital Note as
                  soon as practicable following the relevant Election Date.

2.7      COVENANT TO OBSERVE THE DEED AND CONDITIONS

         (a)      INDEBTEDNESS

                  The Company acknowledges its indebtedness to each Noteholder,
                  and to the Trustee on behalf of the Noteholders, in relation
                  to the payment or repayment of the Principal Amount of, and
                  interest and any other amount payable under, each Capital Note
                  upon and subject to this Deed. The Company covenants to pay
                  all amounts in relation to the Capital Notes to, or as
                  directed by, the Trustee.

         (b)      COMPLIANCE

                  Each of the Company and BPC covenants with the Trustee that it
                  will comply with, perform and observe all the provisions of
                  this Deed and the Conditions.

         (c)      PAYMENT IN SATISFACTION OF OBLIGATIONS

                  Each payment in respect of the Capital Notes duly made to the
                  Noteholders or the Trustee, and every issue of Ordinary Shares
                  in redemption of the Capital Notes duly made in accordance
                  with the Conditions, will be in satisfaction, to the extent of
                  the amount paid, of the relevant obligation of the Company to
                  the Noteholders and the Trustee under this Deed.

         (d)      BENEFIT OF COVENANTS

                  The Trustee is to take and hold the benefit of the covenants
                  given to it by the Company and BPC under this Deed, and those
                  of the Guarantors under the Deeds of Guarantee, in respect of
                  the Capital Notes (other than those covenants intended to be
                  for the benefit of the Trustee for its own account) for the
                  Noteholders generally.

                                                                              13

<PAGE>

2.8      NOTEHOLDER ABSOLUTE OWNER

         Subject to clause 4.5, each of the Company, BPC and the Trustee is,
         notwithstanding any notice to the contrary, entitled to treat the
         Noteholder of any Capital Note as its absolute and beneficial owner and
         is not required to recognise any trust or equity or security interest
         affecting such ownership (except as required by law or order of any
         competent court).

2.9      CANCELLATION ON REDEMPTION (BY WAY OF PAYMENT OF CASH OR ISSUE OF
         ORDINARY SHARES) OR PURCHASE

         Each Capital Note which is redeemed by the issue of an Ordinary Share
         or for cash in accordance with this Deed and the Conditions is and will
         be deemed to be cancelled, and neither the Company, BPC nor the Trustee
         will have any further liabilities or obligations in respect of that
         Capital Note or the relevant Noteholder. Each of BPC and its
         Subsidiaries may, subject to and in accordance with the Listing Rules
         and BPC's or the relevant Subsidiary's constitutional documents, at any
         time purchase a Capital Note for its own account. Each Capital Note so
         purchased by BPC or a wholly owned Subsidiary of BPC will be cancelled
         and neither the Company, BPC nor the Trustee will have any further
         liabilities or obligations in respect of that Capital Note or the
         relevant Noteholder.

2.10     VALIDITY OF ISSUED CAPITAL NOTES

         Neither the Trustee nor any person named as a Noteholder in any Holding
         Certificate in relation to any Capital Note need be concerned or
         obliged to enquire whether any Capital Note purporting to be evidenced
         by the Register or a Holding Certificate has been issued in accordance
         with this Deed, the Listing Rules or the Company's constitution. Each
         Capital Note issued for valuable consideration will be deemed to be
         validly issued and constituted by this Deed notwithstanding that the
         issue of such Capital Note was in breach of any provision of this Deed,
         but without prejudice to the Trustee's rights under or in accordance
         with this Deed against the Company in respect of any such breach.

2.11     PAYMENT OF BROKERAGE OR COMMISSION - ISSUE AT DISCOUNT OR PREMIUM

         The Company or BPC may pay a commission, procuration, application or
         issue fee or brokerage to any person or company in respect of
         subscribing for, underwriting the issue of, or obtaining subscriptions
         for the Capital Notes, and the Company may issue any Capital Note or
         Further Capital Note at a discount or premium to its Principal Amount.

2.12     UNCLAIMED PAYMENTS

         Any payment made by the Company, BPC or the Trustee to any Noteholder
         at its address last entered in the Register which is returned unclaimed
         and remains unclaimed by the person entitled to it during the 12 month
         period thereafter, must (unless the Company has in the interim received
         notice of a change of address to be entered in the Register and made
         payment to the Noteholder at this changed address) be held by the
         Company in a separate bank account (such bank account to be held with a
         bank, and on terms, as the Trustee shall reasonably require) for the
         Noteholder concerned without any liability to invest or pay interest on
         that amount. Unless otherwise required by law, any money not so claimed
         within a period of six years from the original date of payment may be
         retained by the Company or BPC together with accrued interest (if any),
         but less any deductions required by law and the Company or BPC, as the
         case may be, and the Trustee will have no further liability in respect
         of the amount concerned.

2.13     REINSTATEMENT

         If any payment made to the Trustee or to any Noteholder by or on behalf
         of the Company or BPC is avoided by law, such payment will be deemed
         not to have discharged or affected the liability of the Company or BPC,
         as the case may be, in respect of which that payment was

                                                                              14

<PAGE>

         made. In this circumstance, the Trustee, the Noteholder and the Company
         or BPC, as the case may be, will each be restored to the position in
         which it would have been, and will be entitled to exercise all the
         rights which each would have had, if such payment had not been made.

2.14     FURTHER ISSUES

         The Company may at any time prior to 1 January 2025, and by one or more
         issues, issue up to 2,000,000,000 of any class of ordinary, preferred
         or deferred shares without requiring the consent of the Trustee or the
         Noteholders.

3.       SUBORDINATION AND STATUS OF CAPITAL NOTES

3.1      STATUS AND SUBORDINATION

         Each Capital Note is the direct, unsecured, subordinated obligation of
         the Company and ranks equally without any preference with all other
         Capital Notes. In any distribution of assets by the Company in
         Liquidation (including by way of exercise of rights of set-off) or in
         any bankruptcy, reorganisation, insolvency, receivership or similar
         proceeding for the benefit of creditors, the rights of the Trustee and
         the Noteholders to the Principal Amounts of, and interest on, the
         Capital Notes, are to be subordinated to all moneys payable by the
         Company to Senior Creditors, so that in any such distribution or
         proceeding no payment will be made on account of the Principal Amount
         of, or interest on, the Capital Notes to the Trustee or the Noteholders
         until the Senior Creditors have been paid in full. The Trustee agrees,
         and, by purchasing a Capital Note, each Noteholder will be deemed to
         agree that:

         (a)      AGREEMENT TO ACCEPT LOWER PRIORITY

                  in accordance with section 313(3) of the Companies Act 1993,
                  he or she is accepting a lower priority in respect of the debt
                  represented by such Capital Note than that which it would
                  otherwise have under section 313; and

         (b)      DEED TO TAKE EFFECT IN ACCORDANCE WITH ITS TERMS

                  nothing in section 313 of the Companies Act 1993 will prevent
                  this Deed from having effect in accordance with its terms.

3.2      SUBORDINATED CONTINGENT DEBT

         In Liquidation, or in any bankruptcy, reorganisation, insolvency,
         receivership or similar proceeding for the benefit of creditors,
         neither the Trustee nor any Noteholder is entitled to prove for, or
         vote in respect of, the Principal Amount of nor interest on any Capital
         Note except as a debt which is subject to, and contingent upon, prior
         payment of the Senior Creditors in full.

3.3      OTHER INDEBTEDNESS PERMITTED

         Subject to clause 5, nothing in this Deed, prior to the Commencement of
         Liquidation of the Company or BPC, in any way restricts the right of
         the Company or BPC to incur indebtedness or issue obligations ranking
         in priority to, or pari passu with, or subordinate to, the indebtedness
         and obligations of the Company or BPC in respect of any Capital Notes.
         If any modification to this Deed or the Conditions, or any other
         documentation, consent or acknowledgement is necessary to give effect
         to such ranking, the Trustee must (at the Company's cost) execute any
         document reasonably required by the Company to give effect to this
         clause (which must be in a form and substance reasonably acceptable to
         the Trustee), and any such modification, consent or acknowledgement
         will be on behalf of, and bind, the Noteholders.

                                                                              15

<PAGE>

3.4      NO SUBORDINATION OF TRUSTEE'S ENTITLEMENT

         Nothing in this Deed or the Conditions subordinates or otherwise
         affects or prejudices, or defers in priority of payment, the payment of
         the costs, charges, expenses, liabilities, indemnified amounts,
         remuneration or other moneys payable to the Trustee (or any officer,
         employee or agent of the Trustee in its personal capacity (other than
         as a holder of Capital Notes)) as provided for, or referred to, in this
         Deed, all of which will be payable to the Trustee at the time and in
         the manner provided by this Deed.

3.5      TRUST

         Any payment or distribution, whether voluntarily or in any other
         circumstances, received by a Noteholder from or on account of the
         Company (including by way of credit, set off or otherwise but excluding
         any amount received under a Deed of Guarantee) or from the Liquidator
         or any receiver, manager or statutory manager of the Company in breach
         of this clause 3 is to be held by the relevant Noteholder in trust for,
         and to the order of, the Senior Creditors according to their respective
         rights and interests. The trust hereby created will, subject to clause
         3.11, be for a term expiring on the earlier of the date on which all
         Senior Creditors have been paid in full or the date on which the
         Liquidator determines that the Company has no further assets with which
         to satisfy the claims of the creditors. Insofar as the trusts may be a
         security interest for the purposes of the Personal Property Securities
         Act 1999, the Trustee shall have no obligation whatsoever to register a
         financing statement in respect of that security interest under that Act
         or otherwise comply with that Act.

3.6      NO SET-OFF

         No Noteholder may set off against any amounts due in respect of any
         Capital Note held by that Noteholder, any amount held by that
         Noteholder to the credit of the Company, whether in an account, in cash
         or otherwise, nor any advances to, or debts of, the Company, nor any
         other amount owing by the Noteholder to the Company on any account
         whatsoever, nor may any Noteholder effect any reduction of the amount
         due to that Noteholder in relation to a Capital Note by merger of
         accounts or lien or the exercise of any other right, in all such cases,
         the effect of which set-off, merger, lien or exercise of such right is
         or may be to reduce the amount due in relation to that Capital Note in
         breach of this clause 3.

3.7      CONTRACTS (PRIVITY) ACT 1982

         (a)      BENEFIT OF SENIOR CREDITORS

                  For the purposes of the Contracts (Privity) Act 1982, but
                  subject to (b) below, this clause 3 is intended to confer a
                  benefit upon the Senior Creditors and to be enforceable by the
                  Senior Creditors directly.

         (b)      AMENDMENTS BINDING ON SENIOR CREDITORS

                  For the purposes of section 6 of the Contracts (Privity) Act
                  1982, it is agreed that any amendments made to this Deed in
                  accordance with clause 7.5 of this Deed shall be binding upon
                  the Senior Creditors whether or not they have consented to
                  such amendment.

3.8      ENFORCEMENT BY TRUSTEE

         (a)      ENFORCEMENT BY TRUSTEE ONLY

                  Subject to this clause 3, only the Trustee may enforce the
                  provisions of the Capital Notes, this Deed or any Deed of
                  Guarantee, and no Noteholder is entitled to proceed directly
                  against the Company, BPC, or any Guarantor as the case may be,
                  unless the

                                                                              16

<PAGE>

                  Company or BPC is in breach of this Deed and the Trustee fails
                  to act (to the extent that it is able under this Deed) with
                  respect to that breach in a reasonable time.

         (b)      CLAIMS BY NOTEHOLDERS

                  No Noteholder may claim or prove in the Liquidation of the
                  Company or any Guarantor for any amount owing to him or her
                  under any Capital Note, this Deed or any Deed of Guarantee to
                  the extent that the Trustee has claimed or proved for, or has
                  determined to claim or prove for, such amount in such
                  Liquidation on behalf of such Noteholder, and any claim or
                  proof made contrary to this clause must be withdrawn by such
                  Noteholder.

         (c)      ENFORCEMENT BY NOTEHOLDERS

                  No Noteholder may proceed against the Company, BPC, any
                  Guarantor, or the Trustee for the enforcement or performance
                  of any provision of this Deed, the Conditions or any Deed of
                  Guarantee that is solely for the benefit of the Trustee.

3.9      DISTRIBUTION ON LIQUIDATION

         Other than any amounts received by the Trustee under a Deed of
         Guarantee which will be applied in accordance with the terms of that
         Deed of Guarantee, any amount received by the Trustee under or in
         respect of this Deed or the Capital Notes in Liquidation or upon the
         Commencement of Liquidation and not paid to the Liquidator, or received
         by the Trustee in any bankruptcy, reorganisation, insolvency,
         receivership, or similar proceeding for the benefit of creditors, must
         be applied, and pending such application must be held by the Trustee
         upon trust to be applied, subject to any direction made by any court
         and except as required by law:

         (a)      TRUSTEE'S EXPENSES

                  first, in payment or retention of all costs, charges, expenses
                  and liabilities incurred and payments made by or on behalf of
                  the Trustee (or any officer, employee or agent of the Trustee)
                  and of all remuneration, indemnified amounts and other moneys
                  payable to the Trustee (or any officer, employee or agent of
                  the Trustee) as provided or referred to in this Deed or the
                  Deeds of Guarantee;

         (b)      SENIOR CREDITOR'S INDEBTEDNESS

                  secondly, in payment to the Company to be held by it upon
                  trust, and immediately deposited in a separate account (the
                  name of which indicates the terms of trust on which the
                  account is held), to apply the same in or towards the
                  discharge of all moneys payable by the Company to Senior
                  Creditors according to their respective rights and interests;

         (c)      NOTEHOLDER'S INDEBTEDNESS

                  thirdly, subject to the indebtedness of the Company to Senior
                  Creditors having been paid or satisfied or provided for in
                  full, in or towards payment to each Noteholder, pari passu in
                  proportion to the Principal Amounts of the Capital Notes held
                  by him or her, of the aggregate Liquidation Amount and any
                  interest payable in accordance with clause 3.15; and

         (d)      SURPLUS TO COMPANY

                  fourthly, in payment of the surplus (if any) of such moneys to
                  the Company, or to such other person as may otherwise be
                  lawfully entitled to those moneys.

                                                                              17

<PAGE>

3.10     RELIANCE ON LIQUIDATOR

         Following the Commencement of Liquidation, the Trustee will be entitled
         and is authorised to call for and to accept as conclusive evidence a
         certificate from the Liquidator for the time being regarding the amount
         of indebtedness to Senior Creditors which has not been satisfied or
         otherwise provided for and the Trustee shall be entitled to rely upon a
         statement in writing from the Liquidator to the effect that all such
         indebtedness has been satisfied or discharged.

3.11     TERMINATION OF TRUSTS

         The trusts contained in this Deed in favour of the Trustee and the
         Senior Creditors terminate on the date which is 80 years after the date
         of execution of this Deed, except to the extent that any interests
         under such trusts have vested at that date and without affecting the
         contractual rights and obligations of the Company and the Trustee under
         this Deed. Any amounts which would, but for this clause, have been held
         on trust for the Senior Creditors will be held on trust for the Company
         absolutely.

3.12     PERMITTED PAYMENTS AND RECEIPTS

         Subject to clause 3.16, until the Commencement of Liquidation, or the
         commencement of any bankruptcy, reorganisation, insolvency,
         receivership or similar proceeding for the benefit of creditors, the
         Company is entitled to pay, and a Noteholder or the Trustee or any
         other person on behalf of a Noteholder is entitled to receive payment
         from or on behalf of the Company of, any amount payable in respect of
         the Principal Amount of, or interest on, the Capital Notes or other
         amount payable in respect of the Capital Notes and the Trustee is
         entitled to pay any amounts to or for the benefit of the Noteholders or
         any other person on behalf of any Noteholders. The payment and receipt
         in compliance with the foregoing of any such amount will not constitute
         a breach of, or be subject to, clause 3.1 and such payment is to be
         received free of any obligation on the recipient of that payment to
         refund or return the same, or to hold the same in trust, in accordance
         with this Deed.

3.13     PERMITTED PROCEEDINGS

         Nothing in this Deed or the Deeds of Guarantee excludes, limits, defers
         or otherwise affects:

         (a)      PROCEEDINGS SEEKING DIRECTIONS FROM COURT

                  the right of the Trustee to seek directions from a court in
                  accordance with the Securities Act 1978 or to take any other
                  proceedings seeking the directions of, or guidance by, any
                  court or other authority as to the performance of its
                  functions and duties hereunder or otherwise in relation to
                  this Deed; or

         (b)      PROCEEDINGS SEEKING DECLARATORY JUDGMENT

                  any proceedings taken by the Trustee or any Noteholder at any
                  time seeking a judgment or order declaratory of the rights or
                  obligations of any Noteholder or any party to this Deed; or

         (c)      OTHER PROCEEDINGS

                  the right of the Trustee or a Noteholder, in the circumstances
                  expressly permitted by this Deed and the Conditions, to take
                  any action permitted by this Deed.

3.14     COMMENCEMENT OF LIQUIDATION

         Upon the Commencement of Liquidation of the Company, and subject to
         this clause 3, the Capital Notes will cease to be capable of being
         redeemed by the issue of Ordinary Shares

                                                                              18

<PAGE>

         and the Principal Amount of the Capital Notes, together with all
         Accrued Interest and Unpaid Interest in respect of that amount, will
         become repayable and each Capital Note will be due to be redeemed for
         an amount equal to the Liquidation Amount of the Capital Note.

3.15     INTEREST PAYABLE FOLLOWING COMMENCEMENT OF LIQUIDATION

         Upon the Commencement of Liquidation of the Company, interest on the
         Capital Notes will cease to accrue. Nothing in this Deed limits the
         application of section 311 of the Companies Act 1993, and the Trustee
         and each Noteholder may, notwithstanding any provision in this Deed,
         claim for interest payable thereunder.

3.16     PERMITTED PAYMENTS

         The Company must not make any payment under this Deed if:

         (a)      an Insolvency Event in relation to any Group Member has
                  occurred, or if any such Insolvency Event would occur as a
                  result of the payment being made; or

         (b)      an Event of Default or Potential Event of Default under a
                  Senior Creditor Agreement has occurred or if such an Event of
                  Default or Potential Event of Default would occur as a result
                  of the payment being made.

4.       THE REGISTER

4.1      ESTABLISH AND MAINTAIN REGISTER

         The Company shall appoint a Registrar and cause the Registrar to
         establish and maintain the Register in accordance with this Deed and
         all relevant legal requirements.

4.2      DETAILS ON REGISTER

         The Register must show:

         (a)      NAME AND ADDRESS

                  the name and address of each person registered as a
                  Noteholder;

         (b)      ALLOTMENT DATE

                  the allotment date of each Capital Note;

         (c)      OTHER DETAILS

                  the Tranche, Principal Amount, Interest Rate, Interest Dates
                  and Election Date applicable to each Capital Note;

         (d)      TRANSFERS

                  details of all transfers of the Capital Notes, including the
                  date of registration of each transfer;

         (e)      CANCELLATION

                  all cancellations of Capital Notes; and

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         (f)      OTHER INFORMATION

                  such other information as may be required by law or by the
                  Trustee.

4.3      INSPECTION OF REGISTER

         Each of the Company, BPC and the Trustee may at any reasonable time
         inspect the Register and take copies of, and extracts from, the
         Register without payment of any fee. Each Noteholder may, at such times
         determined by the Registrar, inspect the Register in relation to the
         Notes held by that Noteholder and, upon payment of any reasonable fee
         stipulated by the Registrar, take a copy of the relevant section of the
         Register.

4.4      CHANGE IN DETAILS

         Any change of name or address of any Noteholder or any change in any
         other information required to be inserted in the Register in relation
         to any Noteholder must immediately be notified to the Registrar in
         writing by the Noteholder, or, if a joint holding, by all the joint
         Noteholders and, following such notice, the Register must be altered
         accordingly.

4.5      RECOGNITION OF TRANSMISSION OF CAPITAL NOTES

         Each executor or administrator of a deceased Noteholder (not being one
         of several joint Noteholders) and, in the case of the death of one or
         more of several joint Noteholders, each survivor of a joint Noteholder,
         is the only person recognised by the Company as having any title to the
         relevant Capital Note.

4.6      REGISTRATION OF TRANSMISSION OF CAPITAL NOTES

         Each person becoming entitled to a Capital Note on the death or
         bankruptcy of a Noteholder, upon producing evidence to the satisfaction
         of the Company of his or her entitlement to that Capital Note may be
         registered as the Noteholder. The Company may retain any amount payable
         upon the Capital Note to which any person is so entitled until that
         person is so registered or duly transfers the Capital Note.

4.7      JOINT NOTEHOLDERS

         The joint Noteholders of a Capital Note are entitled to only one
         Holding Certificate in relation to their joint holding. This Holding
         Certificate is, except where the joint Noteholders otherwise direct, to
         be issued to the joint Noteholder whose name appears first in the
         Register in relation to that joint holding.

4.8      REGISTER CONCLUSIVE

         Each of the Trustee, the Company and BPC is:

         (a)      RELY ON REGISTER

                  entitled to rely upon the entries in the Register as
                  constituting the sole and conclusive record of each Capital
                  Note and Holding Certificate (if any) and as to the person
                  entitled to the Capital Note, notwithstanding any discrepancy
                  between the Register and a Holding Certificate;

         (b)      NO ENQUIRIES

                  not obliged to make further enquiry as to the status in
                  relation to this Deed, or ownership, of any securities or
                  indebtedness of the Company, or of any claim, entitlement or
                  interest, not so entered in the Register;

                                                                              20

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         (c)      CORRECT REGISTER

                  to have the power, in its absolute discretion, to authorise
                  the correction of the Register upon being satisfied that the
                  Register or a Holding Certificate is incorrect, and, in the
                  case of the Trustee, to be deemed to have accepted trusteeship
                  in respect of Capital Notes and on behalf of the Noteholders
                  of any such Capital Notes as shown by the Register or a
                  Holding Certificate so corrected as from the date of
                  correction;

         (d)      TRUSTEE NOT LIABLE

                  in the case of the Trustee, not liable to the Company, BPC or
                  any Noteholder or former Noteholder for relying on the
                  Register or for accepting in good faith as valid any detail
                  recorded on the Register subsequently found to be forged,
                  irregular or not authentic; and

         (e)      COMPANY AND BPC NOT LIABLE

                  in the case of the Company and BPC, not liable to the Trustee
                  or any Noteholder or former Noteholder for relying on the
                  Register or for accepting in good faith as valid any detail
                  recorded on the Register subsequently found to be forged,
                  irregular or not authentic.

4.9      CONFLICT BETWEEN REGISTER AND HOLDING CERTIFICATES

         In the event of any conflict between the Holding Certificate for a
         Capital Note and the particulars recorded in the Register in respect of
         that Capital Note, the Register is to prevail.

5.       WARRANTIES AND COVENANTS

5.1      REPRESENTATIONS AND WARRANTIES

         Each of the Company and BPC represents and warrants to the Trustee on
         the date of this Deed and on the date of issue of the Capital Notes
         that:

         (a)      INCORPORATION

                  it is a company duly incorporated under the laws of its
                  jurisdiction of incorporation;

         (b)      POWER

                  it has power to enter into this Deed, issue the Capital Notes
                  (in the case of the Company) and perform its obligations under
                  this Deed and the Capital Notes;

         (c)      CONSENTS AND AUTHORISATION

                  it has all the necessary consents and has taken all necessary
                  corporate and other action to authorise the execution and
                  performance of this Deed and the Capital Notes;

         (d)      OBLIGATIONS LEGALLY BINDING

                  its obligations under this Deed and the Capital Notes are
                  legally binding and enforceable, subject to general equitable
                  principles and to bankruptcy, insolvency or similar laws
                  affecting creditors generally; and

                                                                              21

<PAGE>

         (e)      NO BREACH OF AGREEMENT, LAWS ETC.

                  the execution and performance of this Deed by it and the
                  performance by it of its obligations under the Capital Notes
                  will not constitute a breach under any law or regulation by
                  which it is bound, including, without limitation, its
                  constitutional documents and the applicable Listing Rules.

5.2      COMPANY COVENANTS

         The Company covenants with the Trustee and each Noteholder that it
         will:

         (a)      NOTIFY TRUSTEE OF NON-PAYMENT

                  promptly notify the Trustee if the Company intends not to, or
                  fails to, make a payment of interest on the Capital Notes when
                  due (and to the extent that the Company has determined that it
                  will not make a payment of interest at any time before the
                  relevant Interest Date, it will notify the Trustee promptly
                  after making that determination);

         (b)      GIVE TRUSTEE NOTICES

                  send a copy to the Trustee of each notice given by it to
                  Noteholders generally;

         (c)      ADVISE TRUSTEE

                  advise the Trustee as soon as reasonably practicable of each
                  decision by the Company to redeem (whether by payment of cash
                  or issue of Ordinary Shares) or compulsorily purchase a
                  Capital Note under Condition 4;

         (d)      QUOTATION OF CAPITAL NOTES AND PROVIDE INFORMATION

                  use reasonable endeavours to ensure that the Capital Notes
                  are, upon their issue, quoted on the New Zealand Stock
                  Exchange and that such quotation is maintained;

         (e)      ANNUAL REPORT

                  send to the Trustee a copy of each annual and semi-annual
                  report which it (or any person on its behalf) sends to
                  Noteholders in accordance with Rule 10.5 of the Listing Rules,
                  at the same time as those reports are distributed;

         (f)      CONDUCT BUSINESS

                  conduct its affairs in a proper and businesslike manner;

         (g)      INFORMATION

                  whenever so requested, give to the Trustee such information as
                  may reasonably be required for the purposes of the discharge
                  of the duties, trusts and powers vested in the Trustee under
                  this Deed or imposed upon it by law;

         (h)      COMPLIANCE WITH LEGISLATION ETC.

                  at all times comply with the Securities Act 1978, Securities
                  Regulations 1983, Companies Act 1993, Financial Reporting Act
                  1993, the Listing Rules and all applicable laws;

                                                                              22

<PAGE>

         (i)      OFFERING DOCUMENTS

                  not issue an investment statement or prospectus in respect of
                  the issue of Capital Notes (or Further Capital Notes which are
                  constituted pursuant to this Deed) without prior notice to the
                  Trustee, and not include any statement in any such prospectus
                  or investment statement, or any Advertisement (as defined in
                  the Securities Act 1978) for the Capital Notes, concerning the
                  Trustee, without the prior consent of the Trustee;

         (j)      NOTEHOLDER RIGHTS

                  in relation to the Capital Notes, comply with the provisions
                  of sections 116 and 117 of the Companies Act 1993 on the basis
                  that:

                  (i)      references in those sections to "shares" are deemed
                           to be references to the Capital Notes, and references
                           to "holders of shares" and "shareholders" are deemed
                           to be modified accordingly;

                  (ii)     the references to pre-emptive rights under section 45
                           of that Act are deemed to be deleted from those
                           sections;

                  (iii)    the reference in section 117 to a "special
                           resolution" is deemed to be a reference to an
                           Extraordinary Resolution;

                  (iv)     the references in section 117 to the "constitution"
                           are deemed to be references to this Deed; and

                  (v)      the Company will not be required to comply with those
                           sections in relation to actions that affect the
                           rights attached to the Capital Notes if this Deed or
                           the Conditions (or, in relation to Further Capital
                           Notes, those Further Capital Notes were issued on
                           terms which) expressly permitted the action in
                           question to be taken without the prior approval of
                           Noteholders, and those terms, in each case, have been
                           disclosed clearly in the offering document (if any)
                           in accordance with which those Capital Notes were
                           offered,

                  provided that section 118 of the Companies Act 1993 will not,
                  by virtue of this clause, be deemed to apply to any Capital
                  Note. Further, the issue of Further Capital Notes which rank
                  behind, equally with, or in priority to, the Capital Notes,
                  whether as to voting rights, distributions or otherwise, or
                  the issue of further Ordinary Shares, is deemed not to be an
                  action affecting the rights attaching to the Capital Notes for
                  the purposes of this clause.

5.3      FINANCIAL COVENANT

         BPC undertakes to ensure that, while any Capital Note remains
         outstanding:

         (a)      it will not incur; and

         (b)      it will procure that none of its Subsidiaries will incur,

                  any indebtedness for borrowed money ranking pari passu with,
                  or in priority to, the obligations of the relevant entity
                  under the Capital Notes or a Deed of Guarantee, as the case
                  may be, if incurring that indebtedness would result in the
                  ratio of Net Total Debt to LTM EBITDA exceeding:

         (c)      during the period from the date of this Deed until 31 December
                  2004, 5.00:1; and

         (d)      at all times thereafter 4.75:1.

                                                                              23

<PAGE>

         When calculating the ratio of Net Total Debt to LTM EBITDA under this
         clause 5.3 on any test date:

                  (i)      during the period from the date of this Deed until
                           the date falling 12 months after the date on which
                           Goodman Fielder Limited and its subsidiaries form
                           part of the Group for the purpose of preparing
                           consolidated financial statements, LTM EBITDA shall
                           be determined in relation to the Group by reference
                           to the 12 month period ending on the test date and on
                           a pro forma basis as if Goodman Fielder Limited and
                           its subsidiaries had formed part of the Group since
                           30 April 2002; and

                  (ii)     at any time after the end of the period described in
                           (i) above, LTM EBITDA shall be determined in relation
                           to the Group by reference to the 12 month period
                           ending on the test date.

         This clause is not intended to, and shall not in any way, restrict the
         refinancing of any indebtedness for borrowed money existing at the date
         of this Deed, drawings made by BPC or any Subsidiary under a revolving
         facility in the ordinary course of business or any indebtedness
         incurred between Group Members.

5.4      BPC COVENANTS

         BPC covenants with the Trustee:

         (a)      NO PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

                  at any time while either:

                  (i)      the ratio in clause 5.3 is not complied with if it
                           were then tested, or would not be so complied with if
                           BPC made a payment of the kind described in this
                           clause 5.4(a); or

                  (ii)     any amount of principal or interest payable on the
                           Capital Notes has fallen due and remains unpaid
                           (including where interest has been suspended in
                           accordance with the Conditions),

                  not to pay any dividend on, or make any other distribution in
                  respect of, or pay any interest on:

                  (iii)    any of its shares, indebtedness or other securities
                           ranking, in its liquidation, pari passu with or
                           behind its obligations under the relevant Deed of
                           Guarantee; or

                  (iv)     any indebtedness owed to a related company; and

                  not to acquire, redeem, or repay, or assist any person to
                  acquire, redeem or repay any of its indebtedness, shares or
                  other securities ranking, in liquidation, pari passu with or
                  behind its obligations under the relevant Deed of Guarantee;

         (b)      to forward to the Trustee, communications sent to holders of
                  Ordinary Shares generally, at the same time as those
                  communications are distributed to such holders of Ordinary
                  Shares;

         (c)      to issue Ordinary Shares on redemption of Capital Notes in
                  accordance with the Conditions and otherwise comply with the
                  obligations expressed to be assumed by it in the Conditions;
                  and

         (d)      use its reasonable endeavours to ensure that Ordinary Shares
                  issued on the redemption of Capital Notes are, upon their
                  issue, entitled to be quoted on the

                                                                              24

<PAGE>

                  Australian Stock Exchange and the New Zealand Stock Exchange
                  and that such quotation is maintained.

5.5      ACCOUNTS AND REPORTS OF DIRECTORS

         The Company covenants with the Trustee that, while any Capital Notes
         are outstanding, the Company will, no later than three months after the
         end of each of its or BPC's financial years and financial half-years as
         the case may be, deliver to the Trustee the reports and other
         information referred to in sub-paragraphs (a), (b)(i) and (b)(ii) and,
         if applicable, (c) below and send to each Noteholder the information
         referred to in sub-paragraphs (b)(i) and, in relation to each full
         financial year only, (b)(ii) below:

         (a)      DIRECTORS' REPORT

                  a report signed by two directors on behalf of the board of
                  directors of the Company, and a director and the Chief
                  Financial Officer of BPC on behalf of the board of BPC,
                  stating to the best of their knowledge and belief having made
                  due enquiry, during the immediately preceding financial year
                  or half-year (as the case may be):

                  (i)      whether any matter has arisen relating to the Company
                           or BPC and its Subsidiaries which would adversely
                           affect the ability of the Company or BPC, as the case
                           may be, to perform its obligations under this Deed
                           and the Capital Notes and, if so, details of that
                           matter;

                  (ii)     that each of the Company and BPC has duly observed,
                           performed and complied in all respects with its
                           obligations under this Deed and the Conditions (and,
                           if not, details of the contravention);

                  (iii)    whether any Capital Notes have been redeemed (by
                           payment of cash or issue of Ordinary Shares),
                           cancelled or purchased by the Company, BPC or any of
                           its Subsidiaries and, if so, details of the
                           redemption, cancellation or purchase;

                  (iv)     that all interest due on the Capital Notes has been
                           paid, or, if any interest has been deferred, in
                           accordance with the provisions of this Deed, the
                           amount of interest deferred;

                  (v)      that each of the Company, BPC and each Guarantor has
                           remained solvent;

                  (vi)     that the financial covenant specified in clause 5.3
                           was complied with at all times during the relevant
                           period (together with such supporting information as
                           is reasonably necessary to demonstrate the
                           calculation of that covenant);

                  (vii)    that the covenant specified in clause 7 of each of
                           the Deeds of Guarantee was complied with at all times
                           during the relevant period; and

                           (A)      the names of each of the companies referred
                                    to in the financial statements delivered
                                    pursuant to clause 5.5(b) which guarantees
                                    the obligations of the Company under the
                                    Capital Notes; and

                           (B)      the value of the net tangible assets of each
                                    such company determined for the preceding
                                    financial half year or year, as the case may
                                    be, by reference to the relevant financial
                                    statements.

         (b)      COMPANY'S ACCOUNTS

                  to the extent not provided pursuant to clause 5.2(e) (or, in
                  relation to Noteholders, Rule 10.5 of the Listing Rules), a
                  copy of:

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<PAGE>

                  (i)      the consolidated financial statements for the
                           Company; and

                  (ii)     the consolidated financial statements for BPC and its
                           Subsidiaries (including financial statements for BPC
                           only),

                  in each case for the preceding financial year or half-year (as
                  the case may be) and, in the case of half-year statements
                  provided pursuant to (ii) above, those statements will be in
                  the form provided by BPC to the Australian Stock Exchange in
                  accordance with BPC's reporting obligations under the Listing
                  Rules;

         (c)      AUDITOR'S REPORT

                  at the same time as the audited annual consolidated financial
                  statements for BPC and its Subsidiaries are provided in
                  accordance with clause 5.5(b), a separate report by the
                  Auditors (addressed to the Trustee) stating:

                  (i)      whether, in the course of performing their duties as
                           Auditors, they have become aware of any non-payment
                           by the Company of any interest under Capital Notes
                           (including any interest suspended in accordance with
                           the Conditions);

                  (ii)     the aggregate Principal Amount of Capital Notes on
                           issue and outstanding;

                  (iii)    whether the Register has been maintained in
                           accordance with the requirements of this Deed;

                  (iv)     whether in the performance of their duties as
                           Auditors they have become aware of any matter which,
                           in their opinion, is relevant to the exercise or
                           performance of the powers or duties conferred or
                           imposed on the Trustee by this Deed or the Securities
                           Act 1978, and if so giving particulars thereof;

                  (v)      whether their audit has disclosed any matter, and if
                           so giving particulars thereof, calling in their
                           opinion for further investigation by the Trustee in
                           the interests of the Noteholders; and

                  (vi)     that they have perused the reports given by the
                           directors of the Company pursuant to clause 5.5(a)
                           since the last report by the Auditor (or the date of
                           this Deed, whichever is later) and that, so far as
                           matters which they have observed in the performance
                           of their duties as Auditors are concerned, nothing
                           has come to their attention to show that the
                           statements made in such reports by the directors are
                           not correct.

5.6      NATURE OF COMPANY'S ACCOUNTS

         Each of BPC and the Company undertakes to ensure that any financial
         statements delivered by it pursuant to clause 5.2(e) or 5.5(b) will be
         prepared in accordance with GAAP, and audited in the case of financial
         statements for a financial year.

5.7      AUDITORS

         In the terms of engagement of the Auditors, the Company shall procure
         that the Auditors shall:

         (a)      acknowledge the obligations imposed on an auditor under the
                  Securities Act 1978; and

         (b)      carry out the audit of the financial statements referred to in
                  clause 5.6 in accordance with GAAP.

                                                                              26

<PAGE>

6.       TRUSTEE'S POWER TO REMEDY AND WAIVE

6.1      TRUSTEE MAY REMEDY

         If the Company fails to pay any moneys due and payable under this Deed
         then, without prejudice to any other rights and remedies of the
         Trustee, the Trustee may (at its sole discretion) pay any such moneys.
         All moneys so paid by the Trustee will be payable by the Company, as
         applicable, to the Trustee upon demand in writing, together with all
         costs, charges or expenses properly incurred by the Trustee in that
         payment.

6.2      WAIVER BY TRUSTEE

         Subject to any direction or request given by the Noteholders, the
         Trustee may from time to time by notice in writing to the Company waive
         in part or in whole, for a specified period or completely, and on such
         terms and conditions (if any) as it deems expedient, any breach or
         anticipated breach by the Company or BPC of any of the provisions of
         this Deed or the Conditions, provided the Trustee is satisfied that the
         interests of the Noteholders will not be materially prejudiced as a
         result. Any such waiver will be binding on all Noteholders but will not
         affect the rights of the Trustee and the Noteholders in respect of any
         other breach. Notwithstanding anything in this Deed or otherwise
         contained or implied or any rule of law to the contrary, the Trustee
         will not be deemed to have given any such waiver unless the waiver is
         given by the Trustee in writing.

7.       APPOINTMENT OF AND POWERS AND DISCRETIONS OF TRUSTEE

7.1      APPOINTMENT

         The Company hereby appoints the Trustee, and the Trustee accepts
         appointment, as trustee for the Noteholders in respect of the Capital
         Notes, with the rights, powers, duties and obligations set out in this
         Deed and in the Conditions.

7.2      POWERS

         In addition to the powers, authorities and discretions which may be
         vested in trustees by law relating to trustees, and to facilitate the
         discharge of its duties under this Deed, it is expressly declared that:

         (a)      ACT ON ADVICE

                  the Trustee may, subject to the provisions of this Deed,
                  without liability for loss, obtain, accept and act on, or
                  decline and elect not to accept and act on:

                  (i)      the opinion or advice of, or any information obtained
                           from, any barrister, solicitor, valuer, stockbroker,
                           financial adviser, auditor, chartered accountant or
                           other expert, even though it may subsequently be
                           found to contain some error or not be authentic;

                  (ii)     a certificate or report signed by any two directors
                           or senior officers, of the Company as to any fact or
                           matter prima facie within their knowledge as
                           sufficient evidence of that fact or matter; and

                  (iii)    the statements contained in any certificate or report
                           given in accordance with this Deed as conclusive
                           evidence of the facts stated in that certificate or
                           report;

                                                                              27

<PAGE>

         (b)      RESOLUTION OF NOTEHOLDERS

                  the Trustee will not be liable to the Company or BPC, nor any
                  Noteholder for acting or relying upon any resolution
                  purporting to have been passed at any meeting of the
                  Noteholders in respect of which a proper record has been made
                  and which the Trustee believes to have been properly passed,
                  even though it afterwards appears that such resolution is not
                  binding or valid by reason of a defect in the convening of the
                  meeting or in the proceedings conducted at the meeting or for
                  any other reason;

         (c)      PROCEEDS OF CAPITAL NOTES AND DELIVERY OF HOLDING CERTIFICATES
                  AND ORDINARY SHARES

                  the Trustee will not be liable to the Company nor BPC, nor any
                  Noteholder for the receipt or application by the Company of
                  the Issue Price or be bound to see to the application of those
                  proceeds or for the delivery of Holding Certificates or
                  letters of allotment or certificates representing the Ordinary
                  Shares (if issued) to the persons entitled to them;

         (d)      BREACH OF DEED OR CAPITAL NOTES

                  except to the extent it is obligated to do so by law, the
                  Trustee will not be bound to take steps to ascertain whether
                  or not the Company or BPC has committed any breach of the
                  provisions of this Deed or any of the Capital Notes (and shall
                  be entitled to assume without enquiry that no such breach is
                  occurring or has occurred) unless:

                  (i)      the Trustee has become aware that, or has received
                           specific advice that, a breach has, or appears to
                           have, occurred or threatens to occur, from the
                           directors of the Company, BPC or the Auditors; or

                  (ii)     the Trustee has received notice of the Commencement
                           of Liquidation;

         (e)      DUTY OF CARE

                  the Trustee will not be liable to the Company, BPC or the
                  Noteholders unless the Trustee has acted in gross negligence,
                  fraudulently, dishonestly or in wilful breach of trust or any
                  law or has otherwise failed to show the degree of care and
                  diligence required of it having regard to the powers,
                  authorities and discretions conferred or imposed upon it by
                  this Deed or by any applicable law;

         (f)      EXERCISE OF TRUSTS, POWERS, AUTHORITIES, DISCRETIONS AND
                  RESPONSIBILITIES

                  except as otherwise expressly provided in this Deed, the
                  Trustee as regards all trusts, powers, authorities,
                  discretions and responsibilities vested in it by this Deed,
                  will have absolute discretion as to their exercise or
                  non-exercise and as to the commencement, modification,
                  discontinuance, compromise or conduct of any action,
                  proceeding or claim and, provided it acts in good faith, it
                  will not be responsible for any loss, damage, cost or expense
                  that may result from the exercise or non-exercise of such;

         (g)      POWER TO DELEGATE

                  the Trustee may, whenever it thinks it expedient in the
                  interests of the Noteholders to do so:

                  (i)      delegate at any time to any person any of the trusts,
                           powers, authorities, discretions or responsibilities
                           vested in the Trustee by this Deed which cannot
                           conveniently be exercised by it or through its
                           employees upon such terms and conditions (including
                           the power to sub-delegate) as the Trustee may
                           reasonably

                                                                              28

<PAGE>

                           think fit (provided that the Trustee shall remain
                           liable for the actions of any delegate);

                  (ii)     authorise such person as it thinks fit to act as its
                           representative at any meeting; and

                  (iii)    apply to the court at any time for directions in
                           relation to any matter or for an order that the
                           powers and trusts contained in this Deed be exercised
                           under the direction of the court, or, subject to
                           clause 7.4, consent to, approve or oppose any
                           application to court by the Company or by or at the
                           instance of any Noteholder;

         (h)      CONSENTS

                  any consent given by the Trustee for the purposes of this Deed
                  may be given on such terms and conditions (if any) as the
                  Trustee reasonably thinks fit;

         (i)      POWER TO REMEDY BREACH

                  the Trustee's powers to remedy any breach of this Deed are
                  subject to any other provision of this Deed which is
                  inconsistent with the exercise of such powers;

         (j)      DUTIES TO COMPANY

                  the Trustee has no duties and responsibilities under this
                  Deed, other than under clause 3.9, to any Noteholder which is
                  BPC or any of its Subsidiaries;

         (k)      POWER TO INVEST

                  any moneys held by the Trustee and subject to the trusts
                  constituted or to be constituted under this Deed may, at the
                  discretion of the Trustee, be invested in the name of the
                  Trustee or its nominee in any investments it considers fit
                  with power to vary or transpose such investments for others of
                  a like nature and deal with or dispose of such investments
                  (less any customary fees and expenses incurred in connection
                  with such investments), and all income from such investments
                  will belong to the person in respect of whom such moneys are
                  held by the Trustee;

         (l)      LISTING RULES

                  subject to compliance by the Trustee with its obligations
                  under the Securities Regulations 1983, the Trustee shall not
                  be required to monitor compliance by the Company, BPC or any
                  other party with the Listing Rules and, in the absence of
                  notice to the contrary from the Company, BPC or the Australian
                  Stock Exchange or New Zealand Stock Exchange, shall be
                  entitled to assume that each of the Company and BPC is so
                  complying. In the event of non-compliance with any Listing
                  Rule, the Trustee, in determining the action to be taken or
                  not taken by it, shall be entitled to have regard to the
                  actions of the Australian Stock Exchange or New Zealand Stock
                  Exchange, as the case may be, in relation to that
                  non-compliance by the Company or BPC, as the case may be;

         (m)      MATERIALITY

                  the Trustee may determine whether or not a failure by the
                  Company or BPC to perform any obligation under the provisions
                  of the Conditions or this Deed is in its opinion capable of
                  remedy or is materially prejudicial to the interests of the
                  Noteholders and any such determination shall be conclusive and
                  binding upon the Noteholders; and

                                                                              29

<PAGE>

         (n)      DUTY TO CONSULT

                  unless the Trustee considers it is impractical or undesirable
                  to do so, the Trustee will consult with the Company before
                  seeking the advice or opinion of any of the persons listed in
                  clause 7.2(a)(i).

7.3      DISCRETION TO CONSULT NOTEHOLDERS

         Subject to clause 12, following any breach of this Deed (or any Deed of
         Guarantee) by the Company or BPC (or any Guarantor) or the occurrence
         of any circumstances which may result in such a breach which the
         Trustee reasonably considers may be materially prejudicial to the
         interests of the Noteholders, the Trustee may, in its absolute
         discretion:

         (a)      report to the Noteholders, or any of them, the circumstances
                  and nature of such breach and any other information concerning
                  the Company, BPC (or the relevant Guarantor) which the Trustee
                  has received under or in relation to this Deed or the Capital
                  Notes and which it reasonably considers to be material to the
                  Noteholders or any of them; and

         (b)      invite the Noteholders or any of them to indicate to the
                  Trustee their preferences as to any exercise or non-exercise
                  of the Trustee's powers under this Deed, any Deed of Guarantee
                  or the Capital Notes or as to any action or omission to act by
                  the Trustee in relation to the breach.

         Any such report may be given in such manner as is considered by the
         Trustee to be practicable and expedient in all the circumstances.

7.4      TRUSTEE'S RIGHT TO BE INDEMNIFIED

         The Trustee may decline to take any action or exercise any power or
         discretion or comply with or implement any direction or request given
         in accordance with this Deed whether or not it is otherwise bound to so
         act unless and until the Trustee and each of its officers, employees or
         agents are first indemnified and/or secured by the Noteholders to its
         satisfaction against all actions, proceedings, claims and demands to
         which any of them may be rendered liable and all costs, charges,
         losses, damages and expenses which it or they may incur by so doing.

7.5      TRUSTEE MAY CONCUR IN MODIFICATION

         The Trustee may, without the consent of the Noteholders, concur with
         the Company and BPC in making any modification or addition to this
         Deed, each Deed of Guarantee or the Conditions:

         (a)      MANIFEST ERROR OR OF TECHNICAL NATURE

                  if:

                  (i)      it is made to correct a manifest error; or

                  (ii)     it is made to comply with law or any applicable
                           Listing Rules; or

                  (iii)    it is of a formal or technical nature; or

                  (iv)     it is convenient for the purpose of obtaining or
                           maintaining any quotation of the Capital Notes on the
                           New Zealand Stock Exchange; or

                  (v)      it is necessary pursuant to the operation of clause
                           1.6;

                                                                              30

<PAGE>

         (b)      AUTHORISED BY EXTRAORDINARY RESOLUTION

                  if it is authorised by an Extraordinary Resolution; or

         (c)      NO PREJUDICE TO NOTEHOLDERS

                  if the Trustee is of the opinion that it is not, and is not
                  likely to become, materially prejudicial to the interest of
                  the Noteholders generally.

         Any such modification or addition will be binding on all Noteholders.
         No such modification or addition will be effective unless it is in
         writing signed by the Company, BPC and the Trustee. In addition, the
         Trustee may:

                  (i)      without requiring the consent of the Noteholders,
                           execute a deed of release pursuant to clause 8 of
                           each Deed of Guarantee in relation to any Guarantor
                           other than BPC provided the Trustee has received, in
                           a form satisfactory to it, all relevant certificates
                           and documents required to be delivered to the Trustee
                           under that clause; and

                  (ii)     execute a deed of release in relation to any other
                           Guarantor (including BPC) if either:

                           (A)      execution of that release has been
                                    authorised by an Extraordinary Resolution;
                                    or

                           (B)      the Trustee is of the opinion that execution
                                    of that release would not be, and is not
                                    likely to become, materially prejudicial to
                                    the interest of the Noteholders generally.

7.6      FIDUCIARY RELATIONSHIP

         The Trustee may not be a Noteholder on its own account. However,
         nothing in this Deed prohibits the Trustee or its holding company or
         any of their Subsidiaries or their officers or shareholders (all for
         the purposes of this clause, where the context permits, being included
         in the expression the Trustee) from being a Noteholder in any trustee,
         agency, nominee or other representative capacity, or from being a
         creditor or shareholder of, or having any other interest in, BPC or of
         any of its Subsidiaries or from acting in any other fiduciary,
         contractual, agency or representative capacity for a Noteholder or BPC
         or any of its Subsidiaries without breach of any obligations
         established by this Deed or otherwise imposed or implied by law arising
         out of any such relationship. The Trustee may enter into any
         transaction with BPC or any of its Subsidiaries in the ordinary course
         of business and will not be accountable to the Noteholders for any
         profits arising from such transactions.

8.       MEETINGS OF NOTEHOLDERS

8.1      REGULATIONS OF MEETINGS

         Each meeting of Noteholders is to be convened and held in accordance
         with Schedule 3.

8.2      REPRESENT NOTEHOLDERS

         The Trustee may, of its volition or in accordance with any directions
         or in accordance with an Extraordinary Resolution, represent
         Noteholders in any investigation, negotiation, action, transaction,
         matter or proceedings affecting the interests of Noteholders.

                                                                              31

<PAGE>

9.       INDEMNITY OF TRUSTEE

         Without prejudice to the right of indemnity by law given to trustees,
         the Trustee and each of its officers, employees, attorneys or agents
         are entitled to be indemnified by the Company and out of any moneys it
         holds upon the trusts of this Deed, on an unsubordinated basis, in
         respect of all liabilities and expenses incurred by it or any of them
         in the performance or exercise or attempted or purported performance or
         exercise of any of the trusts, powers, authorities or discretions
         conferred on the Trustee or any of them by this Deed and against all
         actions, proceedings, costs, losses, claims and demands in respect of
         any matter or thing done or omitted in any way relating to this Deed
         other than liabilities, expenses, actions, proceedings, costs, losses,
         claims or demands arising out of:

         (a)      FRAUD, BAD FAITH OR DISHONESTY

                  fraud, gross negligence, wilful breach of trust or law or
                  dishonesty on the part of the Trustee or any of its officers,
                  employees, attorneys or agents; or

         (b)      BREACH OF DUTY OF CARE

                  any failure by the Trustee to show the degree of care and
                  diligence required of the Trustee having regard to the powers,
                  authorities and discretions conferred on the Trustee by this
                  Deed,

         and the Trustee may retain and pay out of any moneys it holds upon the
         trusts of this Deed, all sums necessary to effect and satisfy that
         indemnity, together with the remuneration and reimbursements of the
         Trustee as provided for in this Deed.

10.      RETIREMENT, REMOVAL AND NEW APPOINTMENT OF TRUSTEE

10.1     RETIREMENT OF TRUSTEE

         Subject to section 48(2) of the Securities Act 1978:

         (a)      RETIREMENT BY TRUSTEE

                  the Trustee may retire at any time without assigning any
                  reason upon giving 90 days' notice (or such lesser period of
                  notice as the Company may agree) in writing to the Company,
                  subject to the due appointment of a new trustee and the
                  transfer to such new trustee of all moneys and investments
                  held by the Trustee under this Deed;

         (b)      REMOVAL BY COMPANY

                  the Company may at any time without assigning any reason upon
                  giving at least 90 days' notice in writing to the Trustee (or
                  such lesser period of notice as the Trustee may agree), remove
                  the Trustee (including any new trustee appointed upon the
                  retirement or removal of any previous Trustee); and

         (c)      EXTRAORDINARY RESOLUTION

                  the Noteholders may by way of an Extraordinary Resolution
                  remove the Trustee.

                                                                              32

<PAGE>

10.2     APPOINTMENT OF NEW TRUSTEE

         (a)      APPOINTMENT BY THE COMPANY SUBJECT TO APPROVAL BY NOTEHOLDERS

                  The power to appoint a new trustee or trustees of this Deed is
                  vested in the Noteholders by way of an Extraordinary
                  Resolution and in the Company, but no new trustee may be
                  appointed by the Company unless such appointment is first
                  approved by an Extraordinary Resolution. Upon the Trustee
                  notifying the Company that it wishes to retire, or upon the
                  Company wishing to appoint a new trustee, the Company must
                  promptly call a meeting of the Noteholders for the purposes of
                  approving an appointment of a new trustee and, if such
                  approval is given, the Company may exercise its power of
                  appointment.

         (b)      APPOINTMENT BY NOTEHOLDERS

                  If the Company, within 60 days of receiving notice of the
                  Trustee's intention to retire, fails to call a meeting of the
                  Noteholders in accordance with clause 10.2(a) or to exercise
                  the power vested in it under that clause to appoint a new
                  trustee or new trustees, in either case, the Noteholders may
                  by Extraordinary Resolution exercise such power to the
                  exclusion of the Company.

         (c)      NOTIFICATION OF NEW TRUSTEE

                  The Company must notify all Noteholders of the identity of any
                  new trustee appointed as soon as reasonably possible following
                  such appointment.

11.      TRUSTEE'S REMUNERATION AND EXPENSES

11.1     BASIC REMUNERATION

         The Company will pay to the Trustee remuneration for its services as
         Trustee in accordance with the terms of any current agreement contained
         in letters exchanged between the Company and the Trustee.

11.2     EXPENSES

         The Company will also pay all costs, charges, taxes or duties
         (including legal expenses) properly incurred by or on behalf of the
         Trustee in connection with:

         (a)      PREPARATION, EXECUTION AND MODIFICATION OF DEED

                  the preparation, execution and modification (and release when
                  applicable) of this Deed (including any Supplemental Deed);

         (b)      EXERCISE OF POWERS

                  any proper exercise by the Trustee of any power or discretion
                  conferred on the Trustee or upon any Noteholders by this Deed
                  or in respect of the Capital Notes, or the performance of its
                  duties;

         (c)      BREACH BY COMPANY

                  any breach, default or non-compliance by the Company, BPC or
                  any of its Subsidiaries of or with any obligation under this
                  Deed, any Deed of Guarantee or the Capital Notes;

                                                                              33

<PAGE>

         (d)      MEETINGS OF NOTEHOLDERS

                  the convening and holding of any meeting of Noteholders and
                  carrying out of any directions or resolutions of such a
                  meeting; and

         (e)      OTHER MATTERS

                  any other matters dealt with in the agreement referred to in
                  clause 11.1.

11.3     LIABILITY NOT TERMINATED

         The remuneration and payments payable under this clause 11 will
         continue to be payable until the trusts of this Deed are finally wound
         up (whether or not the Company is in Liquidation or the trusts of this
         Deed are in course of administration by or under the direction of the
         court).

12.      DISCLOSURE OF INFORMATION

         Notwithstanding any other provision of this Deed, neither the Company
         nor BPC is required to provide any information to a Noteholder where:

         (a)      it would be unlawful to do so; or

         (b)      the information is confidential; or

         (c)      in the reasonable opinion of the Company or BPC, as the case
                  may be, the information is commercially sensitive,

         but may be required, in accordance with this Deed, to provide such
         information to the Trustee. The Company may require that the Trustee
         undertakes to keep such information confidential (including as against
         Noteholders) and the Trustee shall be entitled to, and shall, give and
         honour that undertaking unless the Trustee has legal advice that to do
         so would prevent the Trustee fulfilling its duty to Noteholders.

13.      NOTICES

         Each notice to be given in accordance with this Deed will be deemed
         effective if made in writing, delivered or posted by pre-paid mail or
         sent by telex or facsimile addressed to:

         (a)      in the case of the Company:

                  Goodman  Finance Limited
                  C/- Burns, Philp & Company Limited
                  Level 23, 56 Pitt Street
                  Sydney NSW 2000
                  Australia

                  Attention:     Helen Golding, Company Secretary and Group
                                 Legal Counsel
                  Fax no.:       61 (02) 9247 3272

                                                                              34

<PAGE>

         (b)      in the case of BPC:

                  Burns, Philp & Company Limited
                  C/- Burns, Philp & Company Limited
                  Level 23, 56 Pitt Street
                  Sydney NSW 2000
                  Australia

                  Attention:     Helen Golding, Company Secretary and Group
                                 Legal Counsel
                  Fax no.:       61 (02) 9247 3272

         (c)      in the case of the Trustee:

                  The New Zealand Guardian Trust Company Limited
                  Level 7
                  Royal & SunAlliance Centre
                  48 Shortland Street
                  PO Box 1934
                  Auckland

                  Attention:     Chief Manager - Corporate Trusts
                  Fax no.:       (09) 377 7477

         (d)      in the case of a Noteholder, the address of such Noteholder
                  last entered in the Register,

         or, in the case of (a), (b) or (c) above, such other address as the
         Company, BPC or the Trustee may from time to time in writing nominate
         to the others. Each notice will be deemed to be given, in the case of
         personal delivery, when delivered, and in the case of post, two
         Business Days after the date of posting. If sent by telex or facsimile,
         notices will be deemed to be given when sent or, if sent on other than
         a Business Day or after 5 p.m. on any Business Day, the next Business
         Day.

14.      DISCHARGE OF DEED

         The Trustee will, upon being reasonably satisfied that no moneys are
         actually or contingently owing under this Deed or any Capital Note,
         execute a discharge of this Deed whenever requested by the Company so
         to do, but any such discharge will be without prejudice to any
         indemnity given by the Company in favour of the Trustee or any
         unremedied breach or unperformed obligation under this Deed.

15.      INVALIDITY

         If any provision of this Deed or the Capital Notes is invalid, void,
         illegal or unenforceable the validity, existence, legality and
         enforceability of the remaining provisions will not be affected,
         prejudiced or impaired to the maximum extent permitted under law.

16.      GOVERNING LAW AND JURISDICTION

16.1     GOVERNING LAW

         This Deed is governed by the laws of New Zealand.

                                                                              35

<PAGE>

16.2     JURISDICTION

         (a)      In New Zealand: Each of the parties irrevocably and
                  unconditionally agrees that the courts of New Zealand shall
                  have jurisdiction to hear and determine each suit, action or
                  proceeding ("proceedings"), and to settle disputes, which may
                  arise out of or in connection with this Deed and for those
                  purposes irrevocably submits to the jurisdiction of those
                  courts.

         (b)      Other Jurisdictions: This submission to jurisdiction does not
                  (and is not to be construed to) limit the rights of the
                  Trustee to take proceedings against the Company or BPC in
                  another court of competent jurisdiction nor is the taking of
                  proceedings in one or more jurisdictions to preclude the
                  taking of proceedings in another jurisdiction, whether
                  concurrently or not.

16.3     PROCESS AGENT

         BPC irrevocably agrees that the process by which any suit, action or
         proceeding in New Zealand is begun may be served on it by being
         delivered to the Company at its registered office for the time being
         without prejudice to any other lawful means of service.

EXECUTION

EXECUTED as a deed

SIGNED for and on behalf of
GOODMAN FINANCE LIMITED by its
attorney in the presence of:

                                                 /s/ Gavin MacDonald
                                                ________________________________
                                                Attorney

                                                        Gavin MacDonald
                                                ________________________________
                                                Print Name
/s/ Sarah Kristen McEwan
__________________________________
Witness Signature


Sarah Kristen McEwan
__________________________________
Print Name

            Solicitor
__________________________________
Occupation

Auckland, New Zealand
__________________________________
Address

                                                                              36

<PAGE>

SIGNED SEALED AND DELIVERED FOR
BURNS, PHILP & COMPANY LIMITED
by its attorney in the presence of:

                                                /s/ Gavin MacDonald
                                                ________________________________
                                                Attorney

                                                    Gavin MacDonald
                                                ________________________________
                                                Print Name
/s/ Sarah Kristen McEwan
__________________________________
Witness Signature

Sarah Kristen McEwan
__________________________________
Print Name

           Solicitor
__________________________________
Occupation

Auckland, New Zealand
__________________________________
Address

EXECUTED under the name and seal
of THE NEW ZEALAND GUARDIAN
TRUST COMPANY LIMITED by:

/s/ James Douglas                               /s/ Michael Knowles
__________________________________              ________________________________
Authorised Signatory                            Authorised Signatory

Witness to both signatures

/s/ Karen Anne Donald
__________________________________
Signature

Karen Anne Donald
__________________________________
Name

Administrator, Personal Client Services
__________________________________
Occupation

Remuera, New Zealand
__________________________________
Address

                                                                              37

<PAGE>

SCHEDULE 1: FORM OF CAPITAL NOTE HOLDING CERTIFICATE

THIS CERTIFICATE IS NOT A DOCUMENT OF TITLE AND DOES NOT EVIDENCE OWNERSHIP OF
CAPITAL NOTES. OWNERSHIP IS DETERMINED SOLELY BY REFERENCE TO THE REGISTER OF
CAPITAL NOTES.

Certificate No:                                           Election Date:

Holder No:

GOODMAN FINANCE LIMITED CAPITAL NOTE CERTIFICATE
[THE PERSON NAMED BELOW IS THE HOLDER OF [FIVE/EIGHT] YEAR CAPITAL NOTES HAVING
A PRINCIPAL AMOUNT OF [$  ]

Noteholder:                          ___________________________________________
                                     Name

                                     ___________________________________________
                                     Address

Goodman Finance Limited (the COMPANY) certifies that the abovenamed Noteholder
is registered for the term expiring on the first Election Date as the holder of
unsecured, subordinated capital notes having the Principal Amount stated above.
The Capital Notes are issued by the Company under a Trust Deed dated    April
2003 made between the Company, Burns, Philp & Company Limited and The New
Zealand Guardian Trust Company Limited, as trustee for the Noteholders (the
TRUST DEED).

The total principal amount of unsecured, subordinated capital notes of the class
comprised in the Certificate issued or to be issued by the Company is    .

The Capital Notes are constituted under the Trust Deed and are issued with the
benefit of, and subject to the terms and conditions of, the Trust Deed and the
Conditions set out therein. The Capital Notes are also issued with the benefit
of each Deed of Guarantee. Words and expressions defined in the Trust Deed
(including the Conditions) and not otherwise defined in this Certificate have
the same meanings where used in this Certificate.

DATED     20

Signed by GOODMAN FINANCE LIMITED
by:

__________________________________
Director

                                                                              38

<PAGE>

                              SUMMARY OF CONDITIONS

PLEASE NOTE THAT THIS IS A SUMMARY ONLY OF THE CONDITIONS ATTACHING TO THE
CAPITAL NOTES. THE CONDITIONS AND ALL OTHER PROVISIONS RELATING TO THE CAPITAL
NOTES ARE SET OUT IN FULL IN THE TRUST DEED.

INTEREST ON THE CAPITAL NOTES

Subject to the Conditions, interest on the Capital Notes will be paid at a rate
of [ ]% per annum and will accrue from the date of allotment. Interest will be
paid on [    ], [    ], [    ] and [    ] in each year with the first payment
due on [    ].

[NOTE: THE ABOVE INFORMATION WILL BE AMENDED AS NECESSARY TO REFLECT THE DETAILS
OF THE RELEVANT CAPITAL NOTE]

PRINCIPAL UNDERTAKINGS

The Company's principal undertakings to the Trustee on behalf of Noteholders
under the Trust Deed are:

(a)      topay interest on the Capital Notes comprised in this Certificate in
         accordance with Condition 3, but subject to Condition 2.2 and subject
         to the Company's right to suspend the payment of interest in the
         circumstances described in Condition 3.2;

(b)      in Liquidation of the Company and upon Commencement of Liquidation of
         the Company, to redeem the Capital Notes by payment of the Liquidation
         Amount in accordance with Condition 2.2; and

(c)      prior to the Election Date to provide written notice to each Noteholder
         specifying:

         (i)      the proportion (if any) of the outstanding Capital Notes to be
                  compulsorily redeemed or purchased in accordance with
                  Conditions 4.3(c) and (d); and

         (ii)     the new conditions as to Interest Rate, Interest Dates,
                  Election Date and otherwise.

ELECTION PROCEDURE

Not later than the date falling 13 Business Days before and including the
Election Date, the Noteholder must elect:

(a)      the Capital Notes in respect of which the Noteholder accepts the new
         conditions ; and

(b)      the Capital Notes in relation to which the Noteholder does not accept
         the new conditions and which the Noteholder wishes to have redeemed in
         accordance with Condition 4.3 on the Election Date.

No later than 10 Business Days before and including the Election Date the
Company (at its discretion) may elect, to redeem (by way of payment of cash or
by the issue of Ordinary Shares by BPC) or purchase (by way of payment of cash
by itself or a Subsidiary of BPC) all, or any part, of the Capital Notes. Where
Capital Notes are to be redeemed by payment in cash, the Noteholder will receive
an amount equal to the Principal Amount and Accrued Interest and Unpaid Interest
then owing (or the corresponding proportion). The Company's election may be made
irrespective of any election made by a Noteholder. The Ordinary Shares to be
issued on the redemption of those Capital Notes will be issued in accordance
with a formula based on the Principal Amount and Accrued Interest and Unpaid
Interest then owing and the New Zealand Dollar Equivalent of the amount which is
determined by the Company to be 95% of the weighted average sale price of an
Ordinary Share sold on the Australian Stock Exchange during the period of 10
Business Days immediately prior to the Election Date.

Noteholders may also be entitled to require the Company to purchase or redeem
Capital Notes where a general offer to purchase shares in BPC is made and a
person or persons become entitled to

                                                                              39

<PAGE>

acquire all of the shares in the Company or exercise all of the votes attaching
to Ordinary Shares. These rights are set out in Condition 4.5.

LIMITED RIGHTS OF REDEMPTION BY NOTEHOLDERS

Each Capital Note has no fixed maturity or redemption date and the only rights
of redemption prior to the Commencement of Liquidation are as summarised above.

The only right of the Trustee or a Noteholder to require redemption of the
Capital Notes prior to the Election Date is on the Commencement of Liquidation
of the Company, being where a liquidator or statutory manager is appointed to
the Company or the Company is otherwise dissolved or removed from the register
of companies.

EARLY REDEMPTION BY COMPANY

The Company may, at any time after 5 May 2004, upon 45 days' notice to a
Noteholder redeem all or any portion of the Capital Notes. If the Company
redeems a portion of the Capital Notes only, it will do so on a pro rata basis.

NO REMEDY FOR BREACH

Each of the Company and BPC has provided limited representations, warranties and
covenants in the Trust Deed. The Trustee and Noteholders have no remedies
against the Company, BPC or any Guarantor for a breach of any representation,
warranty or covenant contained in the Trust Deed, the Conditions or any Deed of
Guarantee except remedies provided at law.

TRANSFERS

The Capital Notes may be transferred in minimum Principal Amounts of $1,000 or
such lesser amount as the Company may from time to time permit, provided that,
following any such transfer, the transferee holds Capital Notes with a minimum
Principal Amount of $5,000 per Tranche.

Transfers of Capital Notes may be effected by:

-        a written instrument of transfer in any usual or common form signed by
         the Transferor and the Transferee; or

-        means of the FASTER system operated by the New Zealand Stock Exchange;
         or

-        any other method of transfer of marketable securities which is not
         contrary to any law and which may be operated in accordance with any
         listing rules, and which is approved by the Company.

In the circumstances specified in Condition 5.12, the Company has the power to
compulsorily acquire and sell the Capital Notes held by a Noteholder.

                                                                              40

<PAGE>

NOTICES

The Company is obliged to send to the Noteholder certain notices and other
information at the Noteholder's address recorded in the Register of Capital
Notes. These notices are important and the Noteholder is advised to notify the
Registrar promptly of a change of address.

GUARANTEE

The Company's obligations in respect of the Capital Notes are guaranteed on an
unsecured, subordinated basis by BPC and certain Subsidiaries of BPC.

SUBORDINATION

The Trust Deed and the Conditions and each Deed of Guarantee contain provisions
which defer in priority payments on the Capital Notes and under the relevant
Deed of Guarantee and otherwise limit the rights of the Noteholders, and the
Trustee on their behalf, in a manner consistent with the unsecured, subordinated
nature of the indebtedness under the Capital Notes and the Deeds of Guarantee.
The duties and liabilities of the Trustee are limited accordingly. The
Noteholder is deemed to be aware of, and to have accepted and agreed to be bound
by, such provisions and all other terms and conditions of the Trust Deed and the
Conditions and each Deed of Guarantee.

REGISTER

The Register is the sole and conclusive record of each Capital Note and as to
the person entitled to the Capital Note. Accordingly, this Certificate is not an
instrument of title and does not give to the Noteholder any rights independent
from the rights contained in the Trust Deed or the Conditions and is conditional
upon the terms and conditions set out in the Trust Deed and the Conditions.

The Registrar for the Capital Notes is Computershare Investor Services Limited,
Private Bag 92119, Auckland.

Copies of the Trust Deed and the Deeds of Guarantee may be obtained free of
charge at the registered office of the Company or, inspected upon payment of a
fee, at the Companies Office, Business and Registries Branch, 3 Kingston Street,
Auckland.

PAYMENTS

All payments will be made to Noteholders net of any taxes which are required to
be deducted at law.

                                                                              41

<PAGE>

SCHEDULE 2: CONDITIONS OF THE CAPITAL NOTES

1.       DEED

1.1      DEED BINDING

         The statements in these Conditions are subject to the detailed
         provisions of the trust deed dated 30 April 2003 (the DEED) between
         Goodman Finance Limited, Burns, Philp & Company Limited and The New
         Zealand Guardian Trust Company Limited, as trustee.

1.2      NOTICE OF DEED

         Noteholders are entitled to the benefit of, are bound by, and are
         deemed to have notice of, the Deed.

1.3      DEFINITIONS

         In these Conditions, terms and expressions defined in the Deed and not
         otherwise defined in these Conditions have the same meanings where used
         in these Conditions. In addition:

         ACCRUED INTEREST means all interest on the Principal Amount of the
         Capital Notes which has accrued and is payable in accordance with these
         Conditions, other than any such interest which comes within the
         definition of "Unpaid Interest";

         CASH REDEMPTION DATE means the date on which a Capital Note is, or is
         to be, redeemed or purchased for cash by BPC or any wholly owned
         Subsidiary of BPC;

         CLOSING DATE means the date on which the Company declares the initial
         offer of Capital Notes to be closed;

         EIGHT YEAR NOTE means each Capital Note which is designated as an Eight
         Year Capital Note when issued by the Company;

         ELECTION DATE means:

         (a)      in respect of a Five Year Note, 15 December 2008 and each
                  subsequent New Election Date; and

         (b)      in respect of an Eight Year Note, 15 November 2011 and each
                  subsequent New Election Date;

         ELECTION RECORD DATE means the date which is 33 Business Days before
         the Election Date;

         FINAL INTEREST DATE means the first to occur of the Share Redemption
         Date, the Cash Redemption Date or the Liquidation Redemption Date;

         FIVE YEAR NOTE means each Capital Note which is designated as a Five
         Year Capital Note when issued by the Company;

         HIGH YIELD NOTES means:

         (a)      the 10 3/4% senior subordinated notes due 2011 issued by Burns
                  Philp Capital Pty Limited (BURNS PHILP CAPITAL) and Burns
                  Philp Capital (U.S.) Inc. (BPCUS and together with Burns Philp
                  Capital, the ISSUERS), and guaranteed on a senior

                                                                              42

<PAGE>

                  subordinated basis by BPC and certain of its subsidiaries,
                  pursuant to an indenture dated February 20, 2003, among the
                  Issuers, BPC, the Subsidiary Guarantors from time to time
                  party thereto, and Wells Fargo Bank, as trustee; and

         (b)      the 9 3/4% senior subordinated notes due 2012 issued by Burns
                  Philp Capital and guaranteed on a senior subordinated basis by
                  BPC and certain of its subsidiaries, pursuant to an indenture
                  dated June 21, 2002 among Burns Philp Capital, BPC, the
                  Subsidiary Guarantors from time to time party thereto, and The
                  Bank of New York, a New York banking corporation, as trustee.

         INTEREST DATE means:

         (a)      in respect of each Five Year Note, 15 December 2003 and each
                  15 March, 15 June, 15 September and 15 December thereafter
                  until the Final Interest Date; and

         (b)      in respect of each Eight Year Note, 15 November 2003 and each
                  15 February, 15 May, 15 August and 15 November thereafter
                  until the Final Interest Date,

         or, in each case, such other date determined by the Company pursuant to
         Condition 4.1(a) or 4.5, as the case may be;

         INTEREST PERIOD means the period from and including one Interest Date
         to, but excluding, the next Interest Date, provided that the first
         Interest Period will be deemed to be a period from and including the
         date of allotment for a Capital Note to, but excluding:

         (a)      in the case of each Five Year Note, 15 December 2003; and

         (b)      in the case of each Eight Year Note, 15 November 2003;

         INTEREST RATE means, in respect of a Capital Note and the period from
         allotment to the first Election Date, the rate of interest payable on
         that Capital Note as set out in the Rate Card that applies to that
         Capital Note at the date of allotment of that Capital Note, unless the
         Company increases the rate applicable to Capital Notes of that Tranche,
         in which case the rate in respect of that Capital Note will be that
         higher rate and, in respect of the period after the first Election Date
         the rate determined by the Company in accordance with Condition 4.1(a)
         or 4.5, as the case may be;

         ISSUERS has the meaning set out above in the definition of High Yield
         Notes;

         LEAD MANAGER means First NZ Capital Securities;

         LIQUIDATION AMOUNT means the Principal Amount of a Capital Note plus
         all Accrued Interest and Unpaid Interest in respect of that amount;

         LIQUIDATION REDEMPTION DATE means, in the event of Liquidation of the
         Company, the date on which the Capital Note is redeemed by payment of
         the Liquidation Amount;

         NEW CONDITIONS means the new conditions as to Interest Rate, Interest
         Dates, Election Date, financial covenants and each other modification
         to the Conditions to apply to a Tranche of Capital Notes following the
         Election Date;

         NEW ELECTION DATE means the Election Date that will apply to a Tranche
         of Capital Notes following the initial Election Date, as specified in
         the New Conditions;

         NOTIFICATION DATE means the date which is 20 Business Days after the
         Election Record Date;

         OPENING DATE means 5 May 2003;

                                                                              43

<PAGE>

         ORGANISING BROKER means First NZ Capital Securities;

         RATE CARD means the card distributed with the Investment Statement
         relating to the Capital Notes which sets out the Interest Rates
         applicable to each Tranche of Capital Notes and each subsequent card
         issued in place of the previous card in accordance with Condition 3.1;

         RECORD DATE means a Friday which is also a day on which the New Zealand
         Stock Exchange is open for trading (or the previous day if the New
         Zealand Stock Exchange is not open for trading on such Friday), not
         less than seven Business Days prior to the relevant Interest Date, such
         Record Date being notified to the New Zealand Stock Exchange at least
         10 Business Days prior to the relevant Record Date, or within such
         lesser period as is approved by the New Zealand Stock Exchange;

         SENIOR CREDITORS means:

         (a)      in relation to the Company, all creditors of the Company other
                  than:

                  (i)      holders of Capital Notes; and

                  (ii)     creditors who have agreed to rank subordinate to the
                           obligations of the Company under the Capital Notes,
                           or pari passu with such obligations; and

         (b)      in relation to any Guarantor, all creditors of that Guarantor
                  other than:

                  (i)      the beneficiaries of the Deed of Guarantee to which
                           that Guarantor is party; and

                  (ii)     creditors who have agreed to rank subordinate to the
                           obligations of the Guarantor under the relevant Deed
                           of Guarantee, or pari passu with such obligations,

         and, for the avoidance of doubt, includes the holders of the High Yield
         Notes and the holders of any other notes or other debt instruments
         issued from time to time on substantially the same terms as, or ranking
         pari passu with, the High Yield Notes;

         SHARE REDEMPTION DATE means the date upon which a Capital Note is, or
         is to be, redeemed by the issue of Ordinary Shares;

         SWAP RATE means, on any date in relation to a specified term (TERM),
         the bank swap mid rate for that Term as quoted at 11.00am (or such
         other time as the Company and the Lead Manager agree and, in any event,
         before 12:00 midday) on that date on Reuters-FISSWAP page (or its
         successor page) or if no such rate is quoted for a period that
         corresponds to that Term (plus or minus 10 days) then the rate shall be
         the linearly interpolated rate falling between two quoted rates at that
         time, which corresponds to that Term, (as determined by the Lead
         Manager (whose determination shall be final, except in the case of
         manifest error)) or, if no rates are quoted on Reuters-FISSWAP page (or
         its successor page) on that day, then the rate which the Lead Manager
         reasonably determines, after consultation in good faith with the
         Company, to be the nearest practicable equivalent after consulting with
         two banks or financial institutions previously approved by the Company
         which generally quote rates on Reuters-FISSWAP page (or its successor
         page);

         UNPAID INTEREST means, on any date and in respect of any Capital Note,
         the aggregate of:

         (a)      all interest which was not paid on its due date and remains
                  unpaid (whether due to suspension pursuant to Condition 3.2(a)
                  or otherwise); and

         (b)      all interest on interest which was not paid on its due date
                  (whether due to a suspension pursuant to Condition 3.2(a) or
                  otherwise) and which has accrued in accordance with Condition
                  3.2(b) and remains unpaid.

                                                                              44

<PAGE>

2.       STATUS AND SUBORDINATION OF THE CAPITAL NOTES

2.1      STATUS

         The Capital Notes constitute unsecured subordinated obligations of the
         Company and rank pari passu and without priority or preference among
         themselves. The Company's obligations in respect of the Capital Notes
         are guaranteed on a subordinated basis by BPC and certain Subsidiaries
         of BPC on the terms set out in the Deeds of Guarantee. None of the
         Company's directors, the directors of BPC and its Subsidiaries, the
         Trustee, the Organising Broker, the directors of any promoter or any
         other person other than the Guarantors guarantee the Company's
         obligations under the Deed and the Capital Notes in any way.

2.2      SUBORDINATION

         The obligations of the Company to the Noteholder under, and the rights
         of the Noteholder (or the Trustee on behalf of the Noteholder) against
         the Company in respect of, the Principal Amount of, and Accrued
         Interest and Unpaid Interest on, the Capital Notes are subordinated in
         point of priority and right of payment to, and rank behind, the claims
         of the Senior Creditors in Liquidation and in bankruptcy,
         reorganisation, insolvency, receivership or similar proceedings for the
         benefit of creditors. In addition, in Liquidation and upon the
         Commencement of Liquidation the claims of the Noteholder against the
         Company under and in respect of the Capital Notes in such Liquidation
         are subject to clause 3.15 of the Deed, limited to the Liquidation
         Amount. Payment of any amount due in respect of the Capital Notes is
         not permitted if the conditions described in clause 3.16 of the Trust
         Deed are not satisfied.

2.3      RELEVANT PROVISIONS OF DEED

         The Deed contains provisions restricting the remedies of the Trustee
         and the Noteholder in relation to the Capital Notes and providing that
         the Trustee and the Noteholder must hold on trust various amounts in
         favour of the Trustee and Senior Creditors. In the event of any
         conflict between the Deed and these Conditions, the Deed is to prevail.

3.       INTEREST

3.1      INTEREST RATE AND CALCULATION OF INTEREST

         Each Capital Note bears interest on the Principal Amount at the
         Interest Rate. Prior to the Closing Date, the Company will from time to
         time advise any change in the Interest Rate applicable to the Capital
         Notes. Such details will be notified by general announcement to the New
         Zealand Stock Exchange and will also be notified to investors by
         distribution of replacement Rate Cards. Following any such
         announcement, such Interest Rate shall apply until any further
         announcement is made by the Company. The Interest Rate applying with
         effect from the date of allotment in relation to a Capital Note will be
         specified in the Holding Certificate (if any) provided to each
         Noteholder pursuant to this Deed.

         Interest will be calculated on the Principal Amount of a Capital Note
         and will accrue daily from the date of allotment of the Capital Note on
         the basis of a 365-day year (subject to Condition 3.2). Interest will
         cease to accrue on each Capital Note on the earliest of:

         (a)      the Share Redemption Date;

         (b)      the Cash Redemption Date; and

         (c)      the Commencement of Liquidation of the Company (but without
                  prejudice to clause 3.15).

                                                                              45

<PAGE>

3.2      INTEREST AND UNPAID INTEREST

         (a)      ACCRUED INTEREST AND SUSPENSION OF INTEREST

                  Accrued Interest accrued during each Interest Period (and any
                  Unpaid Interest) is payable on the Interest Date falling at
                  the end of that Interest Period. The amount of interest
                  payable on a Capital Note on each Interest Date (other than
                  the first Interest Date) shall be determined as follows:

                  Interest Payment = Principal Amount of Capital Note x Interest
                                     --------------------------------     Rate
                                             4

                  The amount of interest payable on a Capital Note on the
                  initial Interest Date shall be determined as follows:

                                                           Days elapsed between
                                                           date of allotment
                                                           and initial
                                                           Interest Date
                  Interest = Principal Amount x [Interes x --------------------]
                  Payment     of Capital Note     Rate            365

                  The Company may at any time on or prior to an Interest Date
                  elect to suspend payment of any amount of Accrued Interest (or
                  Unpaid Interest) or any part of such interest on the relevant
                  Interest Date if the Board of the Company believes on
                  reasonable grounds that:

                  (i)      the Company, BPC, either Issuer, or any Guarantor has
                           breached, or making the payment of interest, or such
                           part of the interest (as the case may be), would, or
                           would be likely to, result in the Company, BPC,
                           either Issuer, or any Guarantor breaching the
                           solvency test set out in section 4 of the Companies
                           Act 1993 or any analogous provision in any other
                           jurisdiction; or

                  (ii)     the Company, BPC, either Issuer, or any Guarantor has
                           breached, or the payment of interest, or such part of
                           the interest (as the case may be), would, or would be
                           likely to, result in the Company, BPC, either Issuer,
                           or any Guarantor breaching any covenant, warranty or
                           undertaking it has given to a Senior Creditor; or

                  (iii)    the Company, has breached, or the payment of the
                           interest, or such part of the interest (as the case
                           may be), would, or would be likely to, result in the
                           Company breaching any other legal obligation.

                  The Company may make such election to suspend in respect of
                  either Tranche of Capital Notes or both in its absolute
                  discretion. The Company will, if it is obliged to do so
                  pursuant to clause 3.16 of this Deed, suspend the payment of
                  any amount of Accrued Interest (or Unpaid Interest) on the
                  relevant Interest Date.

         (b)      UNPAID INTEREST

                  All interest which is not paid on its due date (whether due to
                  a suspension pursuant to Condition 3.2(a) or otherwise) will,
                  so long as it remains unpaid, bear interest at the Interest
                  Rate, accruing daily and compounded on each subsequent
                  Interest Date. All such Unpaid Interest will fall due for
                  payment on the subsequent Interest Date. The Company may, at
                  its option and upon giving not more than 14 nor less than
                  seven days' notice to Noteholders, or holders of the relevant
                  Tranche of Capital Notes, as the case may be, (which notice
                  may be accompanied by a post-dated cheque), pay all or part of
                  such Unpaid Interest. If part only is paid, it must be paid on
                  a pro rata basis across all Capital Notes or the relevant
                  Tranche of Capital Notes, as the case may be. Unpaid Interest
                  relating to any Interest Period may not be paid before the
                  Unpaid

                                                                              46

<PAGE>

                  Interest relating to any earlier Interest Period has been
                  paid. All Unpaid Interest will become due and payable in and
                  upon the Commencement of Liquidation of the Company, but
                  subject to Clause 3 of the Deed and Condition 2.2.

         (c)      NOTICE TO TRUSTEE

                  The Company covenants with the Trustee and each Noteholder
                  that it will promptly notify the Trustee if the Company will
                  not make a payment of interest on the Capital Notes when due
                  in accordance with Condition 3.2(a), including if it intends
                  to suspend payment of any interest in accordance with that
                  clause.

         If the Company has elected to suspend payment of interest in accordance
         with this Condition, the Company is not obliged to pay that interest on
         the relevant Interest Date, and BPC has covenanted in the Deed not to
         pay any dividend on, or make any distribution in respect of, its shares
         (or take certain other actions) while any such interest remains unpaid.
         Any non-payment of interest on an Interest Date will not give rise to
         any right to accelerate payment of any amount due under a Capital Note
         and, in addition, if the Company has elected to suspend payment of
         Accrued Interest (or Unpaid Interest) on any Interest Date, non-payment
         of interest on that Interest Date does not constitute a default by the
         Company for any purpose.

3.3      PAYMENTS

         All payments in relation to a Capital Note may be satisfied by:

         (a)      POST

                  mailing cheques to the addresses of; or

         (b)      DIRECT CREDIT

                  direct credit to any bank account nominated in writing (prior
                  to the Record Date) of,

                  in the case of any payment of Accrued Interest in relation to
                  the initial Interest Period, the subscriber of the Capital
                  Note, and in all other cases, the Noteholder entered in the
                  Register on the Record Date. Such mailing or direct credit
                  will occur prior to 5 p.m. on the relevant Interest Date (or,
                  if that date is not a Business Day, the next Business Day
                  after that date) or other date on which payment is required to
                  be made.

3.4      WITHHOLDING TAX

         (a)      DEDUCTION FOR WITHHOLDING TAXES

                  Subject to Condition 3.4(b), all payments or credits to, or to
                  the account of, Noteholders (including payments of, and
                  credits in respect of, interest) will be made net of any tax
                  in respect thereof required by law to be withheld, deducted or
                  paid by the Company, except to the extent that the Company is
                  satisfied that the Noteholder is exempt from any such tax or
                  is a person in respect of whom any such withholding, deduction
                  or payment is not required to be made. Any Noteholder claiming
                  any such exemption or to be such a person must provide the
                  Company with such evidence as the Company may from time to
                  time require to satisfy itself in respect of the validity of
                  that claim.

         (b)      APPROVED ISSUER LEVY

                  Noteholders to whom such is relevant may in writing request
                  the Company to advise the basis, if any, upon which the
                  Company, at no cost to itself, is prepared from time to time
                  to deduct and pay the approved issuer levy (within the meaning
                  of section 86F of

                                                                              47

<PAGE>

                  the Stamp and Cheque Duties Act 1971) as an alternative to the
                  exercise by the Company of its rights as referred to in
                  Condition 3.4(a). The Company may make such arrangements with
                  those Noteholders to pay the levy as it sees fit.

         (c)      TAXATION INDEMNITY FROM NOTEHOLDER

                  If, in relation to any Capital Note, the Trustee, the Company
                  or BPC becomes liable to make any payment of, or on account
                  of, tax payable by the Noteholder on or in relation to any
                  Capital Notes, the Trustee, the Company and BPC are all
                  indemnified by the Noteholder and the personal representatives
                  or successor of that Noteholder (and, as concerns the Trustee,
                  also by the Company) in respect of any such liability, and any
                  moneys paid by the Trustee, the Company or BPC in respect of
                  any such liability may be recovered by action from such
                  Noteholder and the personal representatives or successor of
                  such Noteholder (as the case may be) as a debt due to the
                  Trustee, the Company or BPC, as the case may be. Nothing in
                  this Condition prejudices or affects any other right or remedy
                  of the Trustee, the Company or BPC.

4.       ELECTION TO RETAIN OR REDEEM CAPITAL NOTES

4.1      ELECTION NOTICE

         In relation to each Tranche, the Company must give to each holder of
         Capital Notes constituting that Tranche (and send a copy to the
         Trustee) not later than three Business Days after the Election Record
         Date for that Tranche a notice (an ELECTION NOTICE) specifying:

         (a)      NEW CONDITIONS

                  if applicable, the New Conditions (which, for the avoidance of
                  doubt, may be a continuation of the then existing Conditions,
                  other than the Election Date); and

         (b)      REDEEM CAPITAL NOTES

                  the proportion of Capital Notes which shall be compulsorily
                  redeemed or purchased in accordance with Conditions 4.3(c) and
                  (d).

4.2      NOTEHOLDER'S ELECTION TO RETAIN OR REDEEM

         Unless the Company has given notice under Condition 4.1(b) that it will
         redeem or it, BPC or any of its Subsidiaries will purchase all Capital
         Notes in a particular Tranche on the Election Date, each holder of
         Capital Notes constituting the relevant Tranche must complete and sign
         the Election Notice and return it to the Company not later than the
         Notification Date and must indicate in the Election Notice, in relation
         to the proportion of Capital Notes he or she holds which will not be
         compulsorily redeemed or purchased by the Company, either or both of:

         (a)      RETAIN CAPITAL NOTES

                  the Capital Notes in respect of which the Noteholder accepts
                  the New Conditions with effect from the Election Date; and

         (b)      REDEEM CAPITAL NOTES

                  the Capital Notes in relation to which the Noteholder does not
                  accept the New Conditions and which, as a result, the
                  Noteholder wishes to have redeemed in accordance with
                  Condition 4.3(b) on the Election Date.

                                                                              48

<PAGE>

         If, in relation to a Capital Note:

         (c)      NO ELECTION NOTICE RECEIVED

                  the Company does not receive a properly completed Election
                  Notice from the Noteholder on or before the Notification Date;
                  or

         (d)      NO ELECTION INDICATED

                  to the extent that the Company receives an Election Notice,
                  the Election Notice does not indicate whether or not the
                  Noteholder elects to request redemption of all or part of the
                  Capital Notes; or

         (e)      DENOMINATION AND MULTIPLES OF CAPITAL NOTES

                  to the extent that the Company receives an Election Notice,
                  implementation of the election made by the Noteholder would
                  result in him or her remaining a Noteholder of Capital Notes
                  with a Principal Amount of less than $5,000 per Tranche,

         the Noteholder will be deemed to have accepted the New Conditions in
         respect of, in the case of (c) and (e) above, all such Capital Notes
         and, in the case of (d) above, such number of such Capital Notes in
         respect of which no such indication has been given.

4.3      REDEMPTION (BY WAY OF PAYMENT OF CASH OR ISSUE OF ORDINARY SHARES) OR
         PURCHASE ON ELECTION DATES

         (a)      COMPANY OPTION TO REDEEM

                  No later than 10 Business Days before and including the
                  Election Date for a Tranche of Capital Notes, the Company may
                  elect that either:

                  (i)      it redeems, or that BPC or a Subsidiary of BPC
                           purchases, for cash; or

                  (ii)     it redeems by BPC issuing Ordinary Shares in
                           accordance with Condition 4.4,

                  some or all of the Capital Notes of that Tranche held by a
                  Noteholder irrespective of any election made by that
                  Noteholder under Condition 4.2 (including if no election is
                  made as contemplated by Condition 4.2(c) or (d)) by giving
                  notice in writing of such election to Noteholders of the
                  relevant Tranche.

         (b)      REDEMPTION OR PURCHASE FOR CASH

                  If the Company elects that it will redeem, or that BPC or a
                  Subsidiary of BPC will purchase, for cash some or all of the
                  Capital Notes in a particular Tranche, the Company must
                  promptly notify Noteholders of that Tranche that such
                  redemption or purchase of the Capital Notes for cash will
                  occur on the Election Date, and such redemption or purchase
                  for cash will be at the price calculated in accordance with
                  Condition 4.3(d).

         (c)      PART REDEMPTION OR PURCHASE

                  (i)      If the Company elects to exercise its rights under
                           Condition 4.1 to redeem or purchase some but not all
                           of the Capital Notes in a particular Tranche then any
                           such redemption or purchase must be made on a pro
                           rata basis across all Capital Notes in the relevant
                           Tranche.

                                                                              49

<PAGE>

                  (ii)     If following the receipt of Election Notices in
                           relation to Capital Notes of a particular Tranche
                           pursuant to Condition 4.2, the Company elects to
                           exercise its right under Condition 4.3(a) to redeem
                           or purchase, or to redeem by procuring that BPC issue
                           Ordinary Shares, some but not all of the Capital
                           Notes, then the particular Capital Notes redeemed or
                           purchased shall be determined on the following basis:

                           (A)      if as a result of exercising its right to
                                    redeem some of the Capital Notes by BPC
                                    issuing Ordinary Shares, the Company intends
                                    to redeem or purchase for cash Capital Notes
                                    having a Principal Amount which, in
                                    aggregate, is equal to or less than the
                                    aggregate Principal Amount of Capital Notes
                                    which Noteholders elected to redeem under
                                    Condition 4.2(b), such redemption or
                                    purchase shall be made by:

                                    (i)      if the Company elects that some of
                                             the Capital Notes are to be
                                             redeemed or purchased for cash, by
                                             redeeming for cash on a pro rata
                                             basis across those Capital Notes
                                             which Noteholders elected to redeem
                                             under Condition 4.2(b);

                                    (ii)     redeeming the balance of the
                                             Capital Notes which Noteholders
                                             elected to redeem under Condition
                                             4.2(b) by BPC issuing Ordinary
                                             Shares; and

                                    (iii)    if further Capital Notes are to be
                                             redeemed by the issue of Ordinary
                                             Shares, redeeming on a pro rata
                                             basis across remaining Noteholders;
                                             and

                           (B)      if the Company elects to redeem or purchase
                                    for cash Capital Notes having a Principal
                                    Amount which, in aggregate, exceeds the
                                    aggregate Principal Amount of Capital Notes
                                    which Noteholders elected to redeem under
                                    Condition 4.2(b), such redemption or
                                    purchase shall be made by first, redeeming
                                    all Capital Notes which Noteholders elected
                                    to redeem under Condition 4.2(b) and,
                                    secondly, redeeming on a pro rata basis
                                    across all remaining Capital Notes of the
                                    relevant Tranche.

                  In making any redemption or purchase, the Company shall be
                  entitled to adjust the number of Capital Notes to be redeemed
                  in relation to any particular Noteholder to ensure each
                  Noteholder maintains a Minimum Holding of Capital Notes in the
                  relevant Tranche.

         (d)      CALCULATION OF REDEMPTION OR PURCHASE AMOUNT

                  For the purposes of Conditions 4.1, 4.3(b) and 4.5, the
                  redemption or purchase price, as the case may be, payable for
                  the Capital Notes will be the amount equal to the aggregate
                  of:

                  (i)      the Principal Amount of the Capital Notes to be
                           redeemed or purchased; and

                  (ii)     the Accrued Interest and Unpaid Interest in respect
                           of such Capital Notes.

         (e)      REDEMPTION AT REQUEST OF NOTEHOLDER

                  Subject to Condition 4.3(a), the Company will redeem, or
                  procure that BPC or a Subsidiary of BPC will purchase, for
                  cash all Capital Notes in relation to which a Noteholder has
                  requested redemption under Condition 4.2(b). Such redemption
                  or purchase for cash will occur on the Election Date and at
                  the price calculated in accordance with Condition 4.3 (d).

                                                                              50

<PAGE>

4.4      REDEMPTION OF CAPITAL NOTES BY THE ISSUE OF ORDINARY SHARES

         (a)      BPC undertakes to effect redemption of those Capital Notes of
                  the relevant Tranche which were the subject of a notice under
                  Condition 4.3(a)(ii), by issuing to the relevant Noteholder on
                  the Election Date such number (fractions being rounded down to
                  the nearest whole number) of Ordinary Shares as have an
                  aggregate Value equal to the aggregate as at the Election Date
                  (less any withholdings or deductions required by law) of the
                  Principal Amounts of, and Accrued Interest and Unpaid Interest
                  on, any Capital Notes which are held by the Noteholder which
                  the Company has elected to redeem by BPC issuing Ordinary
                  Shares.

                  In these Conditions:

                  (i)      VALUE means the New Zealand Dollar Equivalent of the
                           amount which is determined by the Company to be 95
                           per cent. of the weighted average sale prices of an
                           Ordinary Share of BPC sold on the Australian Stock
                           Exchange during the period of 10 Business Days
                           immediately prior to the Election Date on which
                           Ordinary Shares were bought and sold (and adjusted to
                           eliminate the effect of any dividend entitlement,
                           share buyback, consolidation or similar transaction
                           reflected in such price to which the Noteholder would
                           not be entitled), or, if no Ordinary Share of BPC was
                           sold on the Australian Stock Exchange during that
                           period, the last sale price of an Ordinary Share of
                           BPC sold on the Australian Stock Exchange prior to
                           such period.

                  (ii)     NEW ZEALAND DOLLAR EQUIVALENT means at any date, and
                           in relation to an amount denominated in Australian
                           Dollars, the amount in New Zealand Dollars which is
                           equal to that amount calculated at the spot rate of
                           exchange for those currencies quoted to the Company
                           by its bankers for value on the relevant date.

                  Each Ordinary Share issued in accordance with this Condition
                  will rank pari passu with the Ordinary Shares of BPC then on
                  issue, except that such Ordinary Shares will not carry any
                  rights to any dividend or other distribution declared or paid
                  or made on such Ordinary Shares by reference to a record date
                  prior to the Election Date. Letters of allotment or
                  certificates in respect of Ordinary Shares so issued will be
                  posted to the relevant Noteholders on, or as soon as
                  practicable after, the Election Date.

         (b)      ALTERNATIVES TO REDEMPTION BY THE ISSUE OF ORDINARY SHARES

                  If, at any time, BPC is unable lawfully to issue Ordinary
                  Shares to Noteholders in redemption of Capital Notes in
                  accordance with these Conditions, or the Ordinary Shares of
                  BPC cease to be eligible to be quoted on the Australian Stock
                  Exchange, the Capital Notes will be unaffected and continue to
                  exist on their then terms (including as to Interest Rate)
                  until the Election Date. If on the Election Record Date, BPC
                  remains unable to issue Ordinary Shares, or its Ordinary
                  Shares remain ineligible to be quoted, and the Trustee is not
                  satisfied that such Ordinary Shares will become eligible to be
                  so quoted within 30 days, all rights of redemption by way of
                  the issue of Ordinary Shares will be suspended and the Company
                  is to elect (such election to be notified to Noteholders
                  within the same time periods applicable to Election Notices
                  under Condition 4.1), whether the Capital Notes or any
                  proportion of the Capital Notes will be compulsorily redeemed
                  in accordance with Condition 4.3 or be deemed to be rolled
                  over on the following terms:

                  (i)      the Interest Rate to apply to the Capital Notes from
                           the Election Date to the Replacement Election Date
                           (as determined in Condition 4.4(b)(ii)) will be the
                           Swap Rate as at the Election Date for a period of two
                           years plus a margin of 5 per cent per annum; and

                  (ii)     the Election Date will be replaced by a new Election
                           Date selected by the Company (which must be a date
                           which is not more than two years from the

                                                                              51

<PAGE>

                           Election Date (or if that date is not a Business Day,
                           the next Business Day after that date) (the
                           Replacement Election Date)).

                  If, on the Replacement Election Date, BPC is unable lawfully
                  to issue Ordinary Shares to Noteholders in redemption of
                  Capital Notes in accordance with these Conditions or the
                  Ordinary Shares of BPC cease to be eligible to be quoted on
                  the Australian Stock Exchange, this Condition 4.4(b) will
                  apply again with the necessary modifications.

4.5      COMPULSORY REDEMPTION

         If as a result of a general offer to purchase made to some or all
         holders of the Ordinary Shares, any person, whether acting alone or in
         concert with any other person:

         (a)      is, or is entitled to become, the holder (absolutely or
                  beneficially and whether directly or indirectly) of all
                  Ordinary Shares; or

         (b)      has or will have the right to cast all votes on a poll at a
                  general meeting of BPC on a matter on which holders of
                  Ordinary Shares are entitled to vote,

         but no offer is made to Noteholders to purchase all of the Capital
         Notes of the relevant Tranche, then the Company must prior to the next
         Election Date for a Tranche, give notice to all Noteholders of the
         relevant Tranche within the same time period applicable to Election
         Notices under Condition 4.1. The Company, BPC or any of its
         Subsidiaries shall offer to redeem or purchase all Capital Notes of the
         relevant Tranche on that next Election Date (and such redemption or
         purchase must occur on that Election Date at the price calculated in
         accordance with Condition 4.3(d)). The Company may also, in addition,
         offer New Conditions in respect of the relevant Capital Notes to apply
         as from that next Election Date. If New Conditions are offered, each
         Noteholder of the relevant Tranche must then make an election within
         the same time period applicable to Election Notices delivered under
         Condition 4.1. If no New Conditions are offered or a Noteholder elects
         that the Company redeems or purchases (or procures the purchase of) his
         or her Capital Notes, such redemption or purchase must occur on that
         Election Date at the price calculated in accordance with Condition
         4.3(d). If a Noteholder elects to accept the New Conditions, those New
         Conditions will apply from the next Election Date. If New Conditions
         are offered and a Noteholder does not make an election, the Noteholder
         will be deemed to have accepted the New Conditions in respect of such
         number of Capital Notes in respect of which no election is made.

4.6      SHARE REGISTER

         All Ordinary Shares issued upon the redemption of Capital Notes will be
         validly issued and be entered on the Ordinary Share register of BPC.

4.7      SURRENDER OF HOLDING CERTIFICATES ON REDEMPTION BY THE ISSUE OF
         ORDINARY SHARES

         (a)      REDEMPTION BY THE ISSUE OF ORDINARY SHARES AND NEW
                  CERTIFICATES

                  Every Noteholder must, if and to the extent so required by the
                  Company as a condition precedent to:

                  (i)      the issue of Ordinary Shares in redemption of Capital
                           Notes, surrender the Holding Certificate (if any) and
                           provide the holder and FASTER identification numbers
                           in respect of such Capital Notes to the Company; and

                  (ii)     the issue of a new certificate in accordance with
                           Clause 2.6 of the Deed, surrender the existing
                           Holding Certificate (if any) and, if necessary,
                           provide the holder and FASTER identification numbers
                           to the Company or the Registrar.

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         (b)      PURCHASE OR REDEMPTION (BY WAY OF PAYMENT OF CASH OR ISSUE OF
                  ORDINARY SHARES)

                  Every Noteholder must immediately surrender to the Company, or
                  the Registrar, the Holding Certificate (if any) and provide
                  the holder and FASTER identification numbers in respect of
                  such Capital Notes to be purchased or redeemed pursuant to
                  Conditions 4.3 to 4.5.

         (c)      CANCELLATION OF HOLDING CERTIFICATE NOT SURRENDERED

                  The Registrar is entitled, at the option of the Company, to
                  cancel, or to enter the Company in the Register as the
                  Noteholder of, and issue a substitute Holding Certificate
                  (together with holder and FASTER identification numbers) for,
                  any Capital Notes relating to the Holding Certificate (if any)
                  not so surrendered.

4.8      CAPITAL NOTES HELD BY SUBSIDIARIES

         Notwithstanding these Conditions, this Condition 4 (other than
         Condition 4.9) will not apply to any Capital Note already held by BPC
         or a wholly owned Subsidiary of BPC on the Notification Date.

4.9      CANCELLATION ON REDEMPTION (BY WAY OF PAYMENT OF CASH OR ISSUE OF
         ORDINARY SHARES) OR PURCHASE

         Each Capital Note which is redeemed by the issue of an Ordinary Share
         or otherwise redeemed in accordance with the Conditions is and will be
         deemed to be cancelled, and neither the Company, BPC, nor the Trustee
         will have any further liabilities or obligations in respect of that
         Capital Note or the relevant Noteholder. Each of BPC and its
         Subsidiaries may at any time purchase a Capital Note for its own
         account. Each Capital Note so purchased by BPC or a wholly owned
         Subsidiary of BPC will be cancelled and neither the Company, BPC nor
         the Trustee will have any further liabilities or obligations in respect
         of that Capital Note or the relevant Noteholder.

4.10     CALL OPTION

         The Company may at any time after the first anniversary of the Opening
         Date upon giving Noteholders 45 days' written notice, require
         redemption of all or any portion of all of the Capital Notes. If the
         Company proposes to redeem any portion of the Capital Notes, such
         redemption must be made on a pro rata basis across all Noteholders. The
         Company further agrees that if a pro-rata redemption would result in a
         Noteholder holding:

         (a)      less than a Minimum Holding in relation to a Tranche of
                  Capital Notes, then the Company will redeem all Capital Notes
                  of the relevant Tranche held by that Noteholder; or

         (b)      Capital Notes of a Tranche in a Principal Amount other than
                  $5000 and integral multiples of $1000 thereafter, the Company
                  shall redeem such number of Capital Notes of the relevant
                  Tranche which will result in the Noteholder's holding being
                  reduced to a Principal Amount of the nearest of $5000 and
                  integral multiples of $1000 thereafter; and,

         in each case such redemptions shall be made at the same time, and at
         the same price, at which the Company exercises its rights under this
         call option.

         If the Company exercises its right to redeem all or any portion of the
         Capital Notes pursuant to this Condition, the redemption price paid to
         Noteholders for each Capital Note shall be determined as follows:

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         (c)      in relation to Five Year Notes:

                  (i)      if redeemed prior to the second anniversary of the
                           Opening Date, 103% of the Principal Amount of the
                           Capital Note and all Accrued Interest and Unpaid
                           Interest in relation to that Capital Note determined
                           at the redemption date;

                  (ii)     if redeemed prior to the third anniversary but on or
                           after the second anniversary of the Opening Date,
                           102% of the Principal Amount of the Capital Note and
                           all Accrued Interest and Unpaid Interest in relation
                           to that Capital Note determined at the redemption
                           date;

                  (iii)    if redeemed prior to the fourth anniversary but on or
                           after the third anniversary of the Opening Date, 101%
                           of the Principal Amount of the Capital Note and all
                           Accrued Interest and Unpaid Interest in relation to
                           that Capital Note determined at the redemption date;

                  (iv)     if redeemed prior to 15 December 2008 but on or after
                           the fourth anniversary of the Opening Date, 100% of
                           the Principal Amount of the Capital Note and all
                           Accrued Interest and Unpaid Interest in relation to
                           that Capital Note determined at the redemption date;

         (d)      in relation to Eight Year Notes:

                  (i)      if redeemed prior to the second anniversary of the
                           Opening Date, 106% of the Principal Amount of the
                           Capital Note and all Accrued Interest and Unpaid
                           Interest in relation to that Capital Note determined
                           at the redemption date;

                  (ii)     if redeemed prior to the third anniversary but on or
                           after the second anniversary of the Opening Date,
                           105% of the Principal Amount of the Capital Note and
                           all Accrued Interest and Unpaid Interest in relation
                           to that Capital Note determined at the redemption
                           date;

                  (iii)    if redeemed prior to the fourth anniversary but on or
                           after the third anniversary of the Opening Date, 104%
                           of the Principal Amount of the Capital Note and all
                           Accrued Interest and Unpaid Interest in relation to
                           that Capital Note determined at the redemption date;

                  (iv)     if redeemed prior to the fifth anniversary but on or
                           after the fourth anniversary of the Opening Date,
                           103% of the Principal Amount of the Capital Note and
                           all Accrued Interest and Unpaid Interest in relation
                           to that Capital Note determined at the redemption
                           date;

                  (v)      if redeemed prior to the sixth anniversary but on or
                           after the fifth anniversary of the Opening Date, 102%
                           of the Principal Amount of the Capital Note and all
                           Accrued Interest and Unpaid Interest in relation to
                           that Capital Note determined at the redemption date;

                  (vi)     if redeemed prior to the seventh anniversary but on
                           or after the sixth anniversary of the Opening Date,
                           101% of the Principal Amount of the Capital Note and
                           all Accrued Interest and Unpaid Interest in relation
                           to that Capital Note determined at the redemption
                           date; and

                  (vii)    if redeemed prior to 15 November 2011 but on or after
                           the seventh anniversary of the Opening Date, 100% of
                           the Principal Amount of the Capital Note and all
                           Accrued Interest and Unpaid Interest in relation to
                           that Capital Note determined at the redemption date.

                                                                              54

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5.       TRANSFERS AND REPLACEMENTS OF CAPITAL NOTES

5.1      TRANSFERS

         Capital Notes may be transferred in minimum Principal Amounts of $1,000
         per Tranche or such lesser amount as the Company may from time to time
         permit subject to this Condition 5, provided that, following any such
         transfer, the transferee holds Five Year Capital Notes and Eight Year
         Capital Notes, in each case with a minimum Principal Amount of $5,000
         (the MINIMUM HOLDING).

5.2      FORM OF TRANSFER

         Subject to these Conditions and the Deed, a Noteholder may transfer any
         Capital Note held by him or her by:

         (a)      WRITTEN INSTRUMENT

                  a written instrument of transfer in the usual or common form
                  signed by the transferor and the transferee; or

         (b)      FASTER SYSTEM

                  means of the FASTER system operated by the New Zealand Stock
                  Exchange; or

         (c)      OTHER METHOD

                  any other method of transfer of marketable securities which is
                  not contrary to any law and which may be operated in
                  accordance with any Listing Rules, and which is approved by
                  the Company.

5.3      REGISTRATION PROCESS

         (a)      TRANSFERS OTHER THAN THROUGH FASTER

                  The following provisions apply to instruments of transfer
                  other than any transfer under Condition 5.2(b):

                  (i)      the instrument of transfer must be left at the
                           Registry accompanied by the Holding Certificate (if
                           any) in respect of the Capital Notes to be
                           transferred or such other evidence as the Registrar
                           or the Trustee requires to prove the transferor's
                           title to, or right to transfer, the Capital Notes
                           including the relevant holder and FASTER
                           identification number, together with evidence that
                           any applicable duties and taxes required to be paid
                           by any relevant legislation in order for the Capital
                           Notes to be transferred have been paid; and

                  (ii)     on registration of a transfer of a Capital Note, the
                           Holding Certificate (if any) evidencing that Capital
                           Note will be cancelled and replaced.

         (b)      FEES

                  The Company will direct the Registrar not to charge a fee to
                  any Noteholder for:

                  (i)      registering transfers of Capital Notes; or

                  (ii)     splitting Holding Certificates in relation to Capital
                           Notes; or

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                  (iii)    issuing Holding Certificates (where bound to do so)
                           and transmission receipts in relation to Capital
                           Notes; or

                  (iv)     using holder or FASTER identification numbers in
                           relation to Noteholders; or

                  (v)      effecting conversions between sub-registers (if any)
                           of the Register; or

                  (vi)     noting transfer forms in relation to Capital Notes,

                  except in the case where Holding Certificates, or any
                  information necessary to effect a transfer of Capital Notes
                  are issued to replace a lost or destroyed Holding Certificate.

5.4      TRANSFERS MUST BE REGISTERED

         Subject to this Condition 5, the Company must direct the Registrar not
         to refuse to register or fail to register or give effect to, a transfer
         of Capital Notes.

5.5      REFUSAL TO REGISTER TRANSFERS

         The Company may direct the Registrar to refuse to register any transfer
         of Capital Notes where these Conditions, the Deed, any Listing Rules or
         any applicable legislation permits, or requires the Company to do so.

5.6      NOTICE OF REFUSAL TO REGISTER

         Where registration of a transfer of Capital Notes is refused under
         Condition 5.5, the Company must direct the Registrar to give written
         notice of the refusal and the precise reasons for the refusal to the
         party lodging the transfer, if any, within five Business Days after the
         date on which the transfer was lodged. The failure to give such a
         notice will not invalidate the decision not to register.

5.7      RETENTION OF TRANSFERS

         The Company is to direct the Registrar to retain all instruments of
         transfer of Capital Notes which are registered, but any instrument of
         transfer of Capital Notes the registration of which was declined or
         refused (except on the ground of suspected fraud) is to be returned to
         the party lodging the transfer.

5.8      POWERS OF ATTORNEY

         Any power of attorney granted by a Noteholder empowering the donee to
         deal with, or transfer Capital Notes, which is lodged, produced or
         exhibited to the Registrar will be deemed to continue and remain in
         full force and effect as between the Company, the Trustee, the
         Registrar and the grantor of that power, and may be acted on, until
         express notice in writing that it has been revoked or notice of the
         death of the grantor has been received at the Registry.

5.9      TRANSMISSION BY OPERATION OF LAW

         Any person becoming entitled to any Capital Note by operation of law
         (including the death or bankruptcy of any Noteholder) may, upon
         producing such evidence of entitlement as is acceptable to the Company,
         obtain registration as the Noteholder of such Capital Note or execute a
         transfer of such Capital Note. This provision includes any case where a
         person becomes entitled as a survivor or persons registered as joint
         Noteholders.

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<PAGE>

5.10     REPLACEMENT OF HOLDING CERTIFICATES

         If any Holding Certificate is lost, stolen, mutilated, defaced or
         destroyed, it may be replaced at the office of the Registrar upon
         payment by the claimant of the fees and expenses incurred in connection
         with such replacement and on such terms as to evidence and indemnity as
         the Company and the Registrar may require. Mutilated or defaced Holding
         Certificates must be surrendered before replacements will be issued.
         The Registrar may decline to register any transfer unless the relevant
         Holding Certificate is produced, but may in its discretion dispense
         with production of the Holding Certificate subject to production
         instead of such indemnity or declaration of loss as it may require.

5.11     NOTICES

         All notices given by Noteholders in accordance with these Conditions
         will be irrevocable.

5.12     SALE OF LESS THAN MINIMUM HOLDING

         The board of the Company may at any time give notice to any Noteholder
         holding less than a Minimum Holding of Capital Notes that if at the
         expiration of three months after the date the notice is given the
         Noteholder still holds Capital Notes which are less than a Minimum
         Holding, the Board may exercise the power of sale of those Capital
         Notes set out in this Condition 5.12. If that power of sale becomes
         exercisable:

         (a)      the Board may arrange for the sale of those Capital Notes
                  through the New Zealand Stock Exchange or in some other manner
                  approved by the New Zealand Stock Exchange;

         (b)      the Noteholder shall be deemed to have authorised the Company
                  to act on the Noteholder's behalf and to execute all necessary
                  documents for the purposes of that sale;

         (c)      the Company shall account to the Noteholder for the net
                  proceeds of sale of the Capital Notes (after deduction of
                  reasonable sale expenses), which shall be held on trust for
                  the Noteholder by the Company and paid to the Noteholder on
                  surrender of any Holding Certificates for the Capital Notes
                  sold; and

         (d)      the title of a purchaser of any notes sold pursuant to this
                  Condition 5.12 shall not be affected by any irregularity or
                  invalidity in the exercise of the power of sale or the sale
                  itself.

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SCHEDULE 3: MEETING OF NOTEHOLDERS

1.       CONVENING MEETINGS

         (a)      REQUEST FOR MEETING

                  The Company or the Trustee at any time may, and the Company
                  upon a request in writing by the Trustee or by Noteholders
                  holding together not less than 10 per cent. of the aggregate
                  Principal Amount of the Capital Notes must, convene a meeting
                  of the Noteholders. Whenever the Company or the Trustee
                  convenes any such meeting it must give notice to the other, to
                  the New Zealand Stock Exchange (at any time while the Capital
                  Notes are quoted) and to the Noteholders.

         (b)      PLACE FOR MEETINGS

                  Meetings will be held in Auckland, or such other place as the
                  Trustee approves.

         (c)      NATURE OF BUSINESS

                  Any request by Noteholders holding together not less than 10
                  per cent. of the aggregate Principal Amount of the Capital
                  Notes to convene a meeting must state the nature of the
                  business proposed to be dealt with at the meeting.

2.       NOTICE TO NOTEHOLDERS

         Notice must be given to every Noteholder entered in the Register at the
         close of business 14 days prior to the date of despatch of the notice
         by ordinary post to the address last entered in the Register.

3.       NOTICE OF MEETING

         (a)      NOTICE PERIOD

                  At least 14 days' notice (excluding the day on which the
                  notice is given and including the day on which the meeting is
                  held) specifying the day, time and place of meeting must be
                  given. Such notice need not contain the agenda of the meeting,
                  nor specify the terms of the resolutions to be proposed
                  (except in the case of a resolution to be passed as an
                  Extraordinary Resolution where the text of the proposed
                  resolution must be set out), but must indicate the general
                  nature of the business to be transacted at the meeting.

         (b)      WAIVER OF NOTICE PERIOD

                  Notwithstanding that it is called by shorter notice than that
                  specified in this clause, a meeting will be deemed to have
                  been duly called if it is so agreed by Noteholders having a
                  right to attend and vote at the meeting, and together holding
                  not less than 75 per cent. of the aggregate Principal Amount
                  of the Capital Notes concerned (unless otherwise required by
                  law, including clause 3 of the fifth schedule to the
                  Securities Regulations 1983).

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<PAGE>

         (c)      ACCIDENTAL OMISSION

                  The accidental omission to give notice to, or the non-receipt
                  of notice by, any person entitled to notice (including the New
                  Zealand Stock Exchange, but not the Company or the Trustee)
                  will not invalidate the proceedings of any meeting.

4.       CHAIRPERSON

         A person (who may, but need not, be a Noteholder) nominated in writing
         by the Trustee will be entitled to chair every such meeting, but if no
         such nomination is made, or if at any meeting the person nominated is
         not present within 15 minutes after the time appointed for the holding
         of such meeting, the Noteholders present must choose one of their
         number to chair the meeting.

5.       QUORUM

         At any such meeting two or more Noteholders present in person or by
         proxy and holding or representing not less than 25 per cent. of the
         aggregate Principal Amount of the Capital Notes will form a quorum for
         the transaction of business, and no business (other than the choosing
         of chairperson) may be transacted at any meeting unless the requisite
         quorum is present at the commencement of business.

6.       LACK OF QUORUM AND ADJOURNMENT

         (a)      ADJOURNMENT FOR LACK OF QUORUM

                  If, within 30 minutes after the time appointed for any such
                  meeting, a quorum is not present the meeting will stand
                  adjourned for such period, not being less than 14 days, as may
                  be appointed by the Chairperson. At least seven days' notice
                  (excluding the day in which notice is given and including the
                  day in which the adjourned meeting is held) specifying the
                  day, time and place of the adjourned meeting must be given. At
                  such adjourned meeting two or more persons present in person
                  or by proxy holding Capital Notes (whatever the number of
                  Capital Notes so held or represented) will form a quorum and
                  have the power to pass any resolution and to decide upon all
                  matters which could properly have been dealt with at the
                  meeting from which the adjournment took place (including the
                  passing of an Extraordinary Resolution) had a quorum been
                  present at such meeting.

         (b)      BUSINESS AT ADJOURNED MEETING

                  In addition to paragraph (a) above, the Chairperson may with
                  the consent of (and will if directed by) any meeting adjourn
                  the same from time to time and from place to place, but no
                  business may be transacted at any adjourned meeting except
                  business which might lawfully have been transacted at the
                  meeting from which the adjournment took place.

         (c)      NOTICE OF ADJOURNED MEETING

                  It is not necessary to give notice of any adjourned meeting
                  except that notice of any meeting adjourned through lack of a
                  quorum must be given in the same manner as notice of an
                  original meeting (except in relation to the period of notice)
                  and such notice must state the quorum required at such
                  adjourned meeting.

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<PAGE>

7.       ATTENDANCE AND VOTING AT MEETINGS

         (a)      ATTENDANCE AT MEETINGS

                  Other than the Trustee, the Company and their representatives
                  (who may attend but may not vote (except in the case of the
                  Trustee where it is acting on behalf of a Noteholder)), no
                  person will be entitled to attend and vote at any meeting of
                  the Noteholders or to join with others in requesting the
                  convening of any such meeting unless he or she is a person
                  registered as Noteholder on the Register or is a
                  representative of such person.

                  In this clause, a representative of a Noteholder means:

                  (i)      in the case of a Noteholder being an individual a
                           person appointed by an instrument by way of proxy or
                           by power of attorney (in either case, in a form
                           satisfactory to the Trustee);

                  (ii)     in the case of a Noteholder being a corporation
                           either:

                           (A)      a person appointed by an instrument by way
                                    of proxy or by power of attorney; or

                           (B)      a person authorised pursuant to clause 10 of
                                    the First Schedule to the Companies Act 1993
                                    or in the case of a corporation sole a
                                    person authorised pursuant to its
                                    constitution; or

                  (iii)    a person upon whom the ownership of a Noteholder's
                           Capital Note has devolved by reason of his being a
                           legal representative or an assignee in bankruptcy or
                           liquidator of the Noteholder, or such person's
                           representative appointed or authorised under (i) or
                           (ii) above.

         (b)      VOTING AT MEETINGS

                  At a meeting, the persons registered as Noteholders in the
                  Register at the Proxy Closing Time will be exclusively
                  entitled to vote in respect of Capital Notes recorded in their
                  name, in person or by representative. For the purpose of
                  establishing voting entitlements at a meeting, the Register
                  will be closed as of close of business on the Business Day
                  immediately preceding the day on which the Proxy Closing Time
                  falls and will remain closed until after the relevant meeting
                  has been closed or adjourned.

         (c)      NOTEHOLDER'S REPRESENTATIONS

                  The Trustee, or any of its officers or employees, may be
                  appointed a representative of a Noteholder.

         (d)      TRUSTEE MUST ATTEND MEETINGS

                  To be validly constituted, the Trustee must be present at
                  every meeting convened in accordance with this Schedule.

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8.       PROXIES

         (a)      IN WRITING

                  The instrument appointing a proxy must be in writing signed by
                  the appointor or the appointor's attorney, or if the appointor
                  is a corporation either under seal or signed on its behalf by
                  an officer, attorney, director or other person who has actual
                  authority to appoint a proxy on behalf of such corporation.

         (b)      RIGHT TO SPEAK

                  A person appointed to act as a proxy need not be a Noteholder
                  and a proxy of a Noteholder has the right to speak at the
                  meeting.

         (c)      INSTRUMENT OF APPOINTMENT

                  The instrument appointing a proxy and the power of attorney or
                  other authority (if any) under which it is signed or a copy of
                  such power or authority certified in such manner as the
                  Trustee approves must be deposited at such place as (or a
                  facsimile copy of such proxy and power of attorney must be
                  received at such facsimile number as) the Trustee or the
                  Company with the approval of the Trustee may in the notice
                  convening the meeting direct or (if no such place is
                  appointed) at the registered office of the Company not later
                  than the Proxy Closing Time.

                  A proxy form shall be sent with each notice of meeting of
                  Noteholders and:

                  (i)      shall, so far as the subject matter and form of the
                           resolutions reasonably permit provide for 2-way
                           voting on all resolutions, enabling the Noteholders
                           to instruct the proxy as to the casting of the vote;
                           and

                  (ii)     shall not be sent with any name or office (e.g.
                           chairperson or directors of the Company) filled in as
                           proxy holders. So far as is practicable, resolutions
                           shall be formed in a manner which facilitates 2-way
                           voting instructions for proxy holders.

         (d)      FORM OF INSTRUMENT OF APPOINTMENT

                  An instrument of proxy may be in any usual or common form or
                  in such other form as the Trustee approves and may make
                  provision for directions to be given by the appointor to vote
                  in favour of or against any proposed resolution.

         (e)      VALIDITY OF PROXY

                  A proxy will, unless it states otherwise, be valid for any
                  adjournment of the meeting as well as for the meeting to which
                  it relates and need not be witnessed. Notwithstanding any
                  provision contained in an instrument of proxy, no instrument
                  of proxy will be valid after the expiration of 12 months from
                  the date of its execution, although this provision does not
                  apply to the appointment of an attorney or representative
                  otherwise than by an instrument of proxy.

         (f)      APPOINTMENT OF CHAIRPERSON

                  An instrument of proxy in favour of:

                  (i)      the chairperson of the Company; or

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                  (ii)     the chairperson of the meeting, or "the Chairperson",

                  (however expressed) will be valid and effectual as though it
                  were in favour of a named person and will in the case of
                  paragraph (i) above constitute the person holding the office
                  of the chairperson of the Company and in the case of paragraph
                  (ii) above the person who chairs the meeting for which the
                  proxy is used (whether an adjournment or not) the lawful proxy
                  of the appointor.

9.       RIGHTS OF REPRESENTATIVES

         A representative of a Noteholder will have the right to speak at the
         meeting and to demand or join in demanding a poll and will (except and
         to the extent to which the representative is specifically directed to
         vote for or against any proposal) have power generally to act at the
         meeting for the Noteholder concerned.

10.      VOTING PROCEDURE AND POLLS

         (a)      VOTING ON RESOLUTIONS

                  A resolution put to the vote of a meeting will be decided on a
                  show of hands unless a poll is (before or on the declaration
                  of the result of the show of hands) demanded by the
                  chairperson or the Trustee or by one or more Noteholders
                  holding or representing not less than five per cent. of the
                  aggregate Principal Amount of the Capital Notes. Unless a poll
                  is so demanded a declaration by the chairperson that a
                  resolution has been carried or carried unanimously or by a
                  particular majority or lost will be conclusive evidence of the
                  fact without proof of the number or proportion of the votes
                  recorded in favour of or against such resolution.

         (b)      NOTEHOLDERS' ENTITLEMENT TO VOTES

                  On a show of hands each person present at the meeting and
                  entitled to vote (whether personally, by proxy or as a
                  representative) will have one vote only. On a poll every
                  Noteholder who is present in person, by proxy or by a
                  representative will have one vote for each dollar of the
                  Principal Amount of every Capital Note held by the Noteholder.

         (c)      CONDUCT OF POLL

                  If a poll is required, it will be taken in such manner as the
                  chairperson may direct and the result of such poll will be
                  deemed to be the resolution of the meeting at which the poll
                  was required.

         (d)      CASTING VOTE

                  In the case of an equality of votes whether on a show of hands
                  or on a poll, the chairperson of the meeting at which the show
                  of hands takes place or at which the poll is demanded will be
                  entitled to a casting vote in addition to the votes (if any)
                  to which the chairperson may be entitled as a Noteholder or on
                  behalf of Noteholders.

         (e)      TIMING OF POLL

                  A poll demanded on the election of a chairperson or on a
                  question of adjournment must be taken forthwith. A poll
                  demanded on any other question must be taken either
                  immediately or at such time (not being more than 30 days from
                  the date of the meeting) and place as the chairperson may
                  direct. The result of such poll will be

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<PAGE>

                  deemed to be the resolution of the meeting at which the poll
                  was demanded. No notice need be given of a poll.

         (f)      CONTINUANCE OF MEETING FOLLOWING POLL

                  The demand for a poll will not prevent the continuance of a
                  meeting for the transaction of business other than the
                  question on which the poll has been demanded.

         (g)      VOTING ON POLL

                  On a poll, votes may be given either personally or by
                  representative, and a person entitled to more than one vote
                  need not use all such votes or cast all such votes in the same
                  way.

         (h)      JOINT NOTEHOLDERS

                  In the case of joint Noteholders, the vote of the senior who
                  tenders a vote, whether in person or by representative, will
                  be accepted to the exclusion of the votes of the other joint
                  Noteholders, and for this purpose seniority will be determined
                  by the order in which the names stand in the Register in
                  respect of the joint holding.

         (i)      VALIDITY OF VOTES CAST

                  A vote given in accordance with the terms of an instrument of
                  proxy or power of attorney or other form will be valid
                  notwithstanding the previous death, insanity or (in the case
                  of a corporation) liquidation of the principal or revocation
                  of the proxy or power of attorney or other form of appointment
                  or the authority under which the proxy was executed or the
                  transfer of the Capital Notes in respect of which the vote is
                  given provided that no intimation in writing of such death,
                  insanity, liquidation, revocation or transfer is received by
                  the Trustee or the Company at its registered office before the
                  commencement of the meeting or adjourned meeting at which the
                  proxy is used.

         (j)      RESOLUTION BINDING ON NOTEHOLDERS

                  A resolution passed at a meeting of the Noteholders duly
                  convened and held in accordance with this Deed will be binding
                  upon all the Noteholders whether present or not at such
                  meeting.

11.      EXTRAORDINARY RESOLUTIONS

         A meeting of the Noteholders, in addition to the powers expressed in
         this Deed, but without prejudice to any powers conferred on the Trustee
         by this Deed, has the following powers exercisable by Extraordinary
         Resolution namely:

         (a)      SANCTION PROPOSAL IN RESPECT OF THE DEED OR CAPITAL NOTES

                  to sanction, either unconditionally or conditionally, any
                  proposal by the Company for any modification, abrogation,
                  novation, variation of, or arrangement in respect of, the
                  rights of the Noteholders against it arising under this Deed,
                  the Capital Notes or any Deed of Guarantee;

                                                                              63

<PAGE>

         (b)      ASSENT TO MODIFICATION OF HOLDING CERTIFICATES, THE CONDITIONS
                  OR THE DEED

                  to assent to any proposal for modification of the Holding
                  Certificates (if any), the Conditions, this Deed or any Deed
                  of Guarantee which is proposed by the Company;

         (c)      AUTHORISE EXECUTION OF DOCUMENTS

                  to authorise any person or persons to concur in and execute
                  all such documents and do all such acts and things as may be
                  necessary to carry out and give effect to any Extraordinary
                  Resolution;

         (d)      DISCHARGE LIABILITY

                  subject to section 62 of the Securities Act 1978, to discharge
                  or exonerate any person or persons from any liability in
                  respect of any act or omission for which such person or
                  persons may have become responsible under this Deed, the
                  Capital Notes or any Deed of Guarantee;

         (e)      AUTHORISE, DIRECT OR SANCTION

                  to give any authority, direction or sanction or approval which
                  under the provisions of this Deed, the Capital Notes or any
                  Deed of Guarantee is required to be given by Extraordinary
                  Resolution;

         (f)      REMOVE TRUSTEE

                  to request the removal of the Trustee and to approve the
                  appointment of a new trustee;

         (g)      APPOINT COMMITTEE OF NOTEHOLDERS

                  to appoint any persons (whether or not Noteholders) as a
                  committee or committees to represent the interest of the
                  Noteholders and to confer upon such committee or committees
                  any powers or discretions which the Noteholders could
                  themselves exercise by Extraordinary Resolution; and

         (h)      DIRECT OR REQUEST TRUSTEE

                  to direct or request the Trustee to take such action or do
                  such things as the Trustee may lawfully do under this Deed or
                  any Deed of Guarantee and to authorise the Trustee to deduct
                  its costs and expenses from any amount received by the Trustee
                  on account of Noteholders, to the extent such additional
                  authority may be required.

         An Extraordinary Resolution or ordinary resolution passed in accordance
         with this Schedule 3 will be binding upon all the Noteholders and each
         of the Noteholders and the Trustee (subject to the provisions of the
         Trustee's indemnity contained in this Deed) will be bound to give
         effect to that resolution accordingly and the passing of any such
         Extraordinary Resolution or ordinary resolution will, as between the
         Noteholders and the Trustee, be conclusive evidence that the
         circumstances justify the passing thereof.

                                                                              64

<PAGE>

12.      MINUTES

         Minutes of all resolutions and proceedings at every meeting of
         Noteholders must be made and duly entered in records to be from time to
         time maintained for that purpose at the expense of the Company by the
         Trustee. Any such minutes signed by the chairperson of the meeting at
         which such resolutions were passed or proceedings transacted, or by the
         chairperson of the next succeeding meeting of the Noteholders, will be
         prima facie evidence of the matters recorded in them. Until the
         contrary is proved, every meeting whose proceedings have been so
         minuted and signed will be deemed to have been duly held and convened
         and all resolutions passed or proceedings transacted to have been duly
         passed and transacted. Copies of all minutes must be given by the
         Trustee to the Company as soon as possible after each meeting.

13.      CLASS MEETINGS

         If and whenever the Company has issued and has outstanding any Capital
         Notes which are not identical (other than for Interest Rates, Interest
         Dates and Election Dates) and do not form one single series (and for
         this purpose the Five Year Notes and Eight Year Notes may, but need
         not, form a separate series) then those Capital Notes which are in all
         respects so identical will be deemed to constitute a separate series of
         the Capital Notes and the foregoing provisions of this Schedule will
         have effect subject to the following modifications:

         (a)      MEETINGS OF SEPARATE CLASS OF NOTEHOLDERS

                  a resolution which in the opinion of the Trustee affects one
                  series only of the Capital Notes will be deemed to have been
                  duly passed if passed at a separate meeting of the Noteholders
                  of Capital Notes of that series;

         (b)      SINGLE MEETING OF NOTEHOLDERS

                  a resolution which in the opinion of the Trustee affects more
                  than one series of the Capital Notes, but does not give rise
                  to a conflict of interest between the Noteholders of Capital
                  Notes of any of the series so affected will be deemed to have
                  been duly passed if passed at a single meeting of the
                  Noteholders of the Capital Notes of all series so affected;

         (c)      SEPARATE MEETINGS OF EACH CLASS OF NOTEHOLDERS

                  a resolution which in the opinion of the Trustee affects more
                  than one series of the Capital Notes and gives or may give
                  rise to a conflict of interest between the Noteholders of the
                  Capital Notes of one series or group of series so affected and
                  the Noteholders of the Capital Notes of another series or
                  group so affected will be deemed to have been duly passed only
                  if in lieu of being passed at a single meeting of the
                  Noteholders of the Capital Notes of all such series it will be
                  duly passed at separate meetings of the Noteholders of the
                  Capital Notes of each series or group of series so affected;
                  and

         (d)      PROCEDURE AT MEETINGS

                  to all such meetings under this clause all the preceding
                  provisions of this Schedule will mutatis mutandis apply as
                  though references therein to Capital Notes and Noteholders
                  were references to the Capital Notes of the series or group of
                  series in question and to the Noteholders of such Capital
                  Notes respectively.

                                                                              65

<PAGE>

14.      GROUP MEETINGS

14.1     A meeting of the Noteholders in an Interest Group (as defined in the
         Companies Act 1993 and as modified in clause 5.2(j) of this Deed) may
         be called by the Trustee or the Company at any time, and shall be
         called on the written request of holders of Capital Notes carrying
         together not less than 5% of the voting rights entitled to be exercised
         on any of the questions to be considered at the meeting of the group in
         question. All the provisions of this Deed relating to meetings of
         Noteholders apply, with all necessary modifications, to a meeting of an
         Interest Group except that:

         (a)      the necessary quorum is two or more Noteholders in the group
                  present in person or by proxy or representative, or, if there
                  is only one Noteholder in the group, that Noteholder present
                  in person or by proxy or representative;

         (b)      if the Company so elects, one meeting may be held of
                  Noteholders constituting more than one group, so long as
                  voting at that meeting is by way of a poll, and proper
                  arrangements are made to distinguish between the votes of
                  members of each group; and

         (c)      any Noteholder in the group, present in person or by proxy or
                  representative, may demand a poll.

                                                                              66

<PAGE>

SCHEDULE 4: EXISTING JOINT VENTURES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
JOINT VENTURE                                      JURISDICTION OF INCORPORATION
--------------------------------------------------------------------------------
<S>                                                <C>
Fresh Start Bakeries Australia Pty Limited         Australia
--------------------------------------------------------------------------------
Levaduras Collico SA                               Chile
--------------------------------------------------------------------------------
Meishan-Mauri Yeast Co Ltd                         China
--------------------------------------------------------------------------------
Gelec                                              Ecuador
--------------------------------------------------------------------------------
P.T. Indo Fermex                                   Indonesia
--------------------------------------------------------------------------------
P.T. Jaya Fermex                                   Indonesia
--------------------------------------------------------------------------------
P.T. Sama Indah                                    Indonesia
--------------------------------------------------------------------------------
P.T. Sinar Meadow International Ltd                Indonesia
--------------------------------------------------------------------------------
Ardigillan                                         Ireland
--------------------------------------------------------------------------------
Greenoge                                           Ireland
--------------------------------------------------------------------------------
Gulistan                                           Ireland
--------------------------------------------------------------------------------
Killeek                                            Ireland
--------------------------------------------------------------------------------
Kingswinford Ltd                                   Ireland
--------------------------------------------------------------------------------
Kinter International Ltd                           Ireland
--------------------------------------------------------------------------------
Knaresboro Ltd                                     Ireland
--------------------------------------------------------------------------------
Knowsley Ltd                                       Ireland
--------------------------------------------------------------------------------
Proofex Products Company                           Ireland
--------------------------------------------------------------------------------
Yeast Products Limited                             Ireland
--------------------------------------------------------------------------------
Mauri Fermentation (Malaysia) Sdn Bhd              Malaysia
--------------------------------------------------------------------------------
Mauri Fermentation Pakistan (Private) Ltd          Pakistan
--------------------------------------------------------------------------------
Pilmico-Mauri Food Corporation                     Philippines
--------------------------------------------------------------------------------
Kombinat Pischevikh Produktov                      Russia
--------------------------------------------------------------------------------
Mauri Products Ltd                                 UK
--------------------------------------------------------------------------------
</TABLE>

                                                                              67