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                                                                    EXHIBIT 4.16




15 June, 2004                                  James Hardie Industries N.V.

                                               Unit 04-07, Atrium Building
                                               Strawinskylaan 3077
                                               1077 ZX Amsterdam
                                               The Netherlands

                                               Telephone +31 20 3012988
                                               Fax +31 20 4042544

                                               Chamber of Commerce 34106455

Dear Pim,

As discussed yesterday between you and Peter Shafron I herewith confirm in
writing your contract of employment ending June 30th 2004 will be followed by a
6 months contract.

It will end automatically without notice 30-12-2004.

All other terms and conditions remain unchanged; in the month of November 2004
we aim to decide whether or not to transition into an indefinite contract.

It is our belief you will succeed in achieving the goals set out to you and we
both would like to emphasise that you can count on our support.

Kind regards,

/s/ E. W. Bot
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E.W. Bot

HR Manager
JH Industries NV

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                             CONTRACT OF EMPLOYMENT

Between James Hardie Industries NV, 4th floor, Atrium Unit 04-07 Strawinskylaan
30771077 ZX Amsterdam NETHERLANDS ("the Company") and Willem (Pim) Vlot ("the
Employee")

1.0 Date of Employment:  No later than January 1st,2004. No employment prior to
                         this date shall be taken into account in calculating
                         the period of your continuous employment.

2.0 Position and         The Employee is hereby appointed as Legal Counsel
    Function:            Europe, reporting to Norm Gritsch, Associate General
                         Counsel

                         The Employee shall perform to the best of his abilities
                         all tasks and duties in accordance with the
                         instructions of the Company, including responsibility
                         for European legal matters, company secretarial, global
                         intellectual property management and potentially
                         serving as a member of the managing board.

                         The Company reserves the right to give further
                         instructions as regards the Employee's tasks and duties
                         with the Company from time to time or to assign the
                         Employee to another activity in accordance with the
                         Employee's abilities and knowledge.

3.0 Probation, Term,     The Contract of Employment is entered into for a fixed
    Termination:         period of time of six (6) months from the date of
                         employment.

                         The first (1) month of employment will constitute a
                         probationary period in which either party may terminate
                         the Contract of Employment automatically without giving
                         prior notice.

                         The Company and the Employee may terminate the Contract
                         of Employment by giving written notice in accordance
                         with Article 7: 672 of the Dutch Civil Code, the term
                         of such notice to expire on the last day of any
                         calendar month.

                         The employment will end without notice on 30-06-2004

4.0 Salary:              The Employee's basic gross monthly salary shall amount
                         to(EURO) 7.083,33 payable twelve (12) times each year.
                         It will be subject to such taxes and deductions as may
                         be required by the law. The Company may review this
                         salary on an annual basis but such review does not
                         imply an increase.

                         In addition to the basic salary, the Employee will be
                         eligible for participation in the Company incentive
                         program based on the terms and conditions of the plan.
                         The target bonus for this position will be 15% of the
                         Employee's annual base salary, prorated from date of
                         assignment. The actual bonus FY05 (fiscal year ending
                         March 31, 2005) will be calculated based on the
                         Company's bonus plan parameters and the Employee's
                         achievement against agreed objectives and targets. The
                         bonus will be fully based on Individual Performance.

                         The Employee shall be entitled to a holiday allowance,
                         payable in the month of May, equal to 8% of the gross
                         salary, earned over the preceding period June through
                         May. If the Contract of Employment of the Employee
                         starts and/or terminates during the year or the working
                         hours change, the holiday allowance will be paid out
                         pro rata.

                         The Company will at any time be entitled to recover any
                         overpayment of salary (or any other sums) paid to the
                         Employee by way of deduction from any salary or other
                         payment due to him.

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5.0 Vehicle Allowance:   The Employee shall use their personal vehicle during
                         the course of business. The use of the Employee's
                         personal car for business purposes, not including
                         home-to-work travel, shall be reimbursed in accordance
                         with the non taxable per kilometer allowance permitted
                         by the Tax Authorities from time to time.


6.0 Hours of Work:       The Employee's normal working hours will be forty (40)
                         hours per workweek. The Employee is also required to
                         work such additional hours as may be necessary for the
                         proper performance of the duties. Remuneration for the
                         time worked outside those normal working hours is
                         included in the Employee's gross salary.


7.0 Place of             The main place of work for the Employee is located at
    Work/Travel:         Amsterdam. Given the nature of work, the Employee may
                         be asked to perform his duties throughout the world.

                         Both parties agree that the place of work may change,
                         at any moment, in accordance with the needs induced by
                         the Company, or with career opportunities, without
                         implying a modification of the present contract.

                         The Employee is required by the Company to travel in
                         the normal performance of his duties throughout Europe
                         and abroad. The Company shall reimburse the Employee,
                         after receiving proof of expenses, for all reasonable
                         subsistence and travelling expenses properly and
                         necessarily incurred by the Employee in connection
                         with the services rendered under this Contract of
                         Employment.

8.0 Benefits:            The Company may institute a benefit program, which the
                         Employee will be eligible to participate in these plans
                         based on the terms and conditions of the plans.

                         The Company shall provide a pension arrangement
                         (pensioentoezegging) for the benefit of the employees
                         of the Company. The pension arrangement may consist of
                         a specific Company pension plan or, at its sole
                         discretion, the Company may agree to pay the relevant
                         premiums to an approved external pension fund or life
                         insurance provider nominated by the Employee. The
                         Employee shall be admitted to this pension
                         arrangement, if all applicable conditions are met. The
                         Company shall pay up to 6% of the Gross Salary
                         actually paid to the Employee in any given year as its
                         contribution to the premiums of such pension
                         arrangement for the Employee provided the Employee
                         makes a personal contribution of the same amount.

                         The Company shall pay 50 % of the premiums of the
                         health care insurance of the Employee. The Company and
                         the Employee shall mutually agree upon which health
                         care insurance shall be reasonable. The Employee must
                         provide the Company with a copy of the Employee's
                         health care insurance arrangement, prior to the
                         Company making any payment. Dutch personal tax and
                         social security consequences (if any), shall be for
                         the account of the Employee.

9.0 Annual Holiday       The Employee will receive vacation benefits in the
    Entitlement:         amount of twenty-four (24) days per twelve (12) months
                         of service, (not including Saturdays, Sundays, or
                         public holidays).

                         The Employee shall go on vacation only after due
                         consideration of the business requirements of the
                         Company and after consultation with his immediate
                         Manager.

                         Vacation for the first and last calendar year in which
                         the Employee is employed will be 2.0 days per complete
                         month work.

                         On termination of employment the Employee will be
                         entitled to payment for vacation accrued but not taken
                         in accordance with statutory requirements. The company
                         reserves the right to deduct from salary or any other
                         payment due to the Employee, a sum equating to
                         vacation taken but not accrued as of the date of
                         termination. For these purposes a day's holiday pay is
                         calculated as 1/365 of the Employee's annual salary at
                         the time of termination.

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10.0 Sickness/-          The Employee shall observe the Company's policy
     Disability:         pertaining to sickness, as determined by the Company.

                         The Employee must notify his immediate Manager within
                         within one (1) hour of scheduled start time, on each
                         morning of any day on which he is absent from work due
                         to sickness or injury.

                         In the event of sickness injury, or any incapacity of
                         the Employee, the Company shall pay to the Employee
                         100% of last Gross Salary as defined in article 4.0 up
                         to a maximum of twelve (12) months as from the first
                         day of sickness. The above applies, however; only if
                         and to the extent that pursuant to the requirements of
                         article 7:629 sub 3 through 7 and 9 of the Civil Code,
                         the Company is under the obligation to pay salary in
                         accordance with article 7:629, sub 1 of the Civil
                         Code.

                         If the Employee is prevented from performing duties
                         over 2 or more consecutive periods, which succeed each
                         other within 4 weeks, these periods shall be deemed to
                         be one uninterrupted period.

                         The Employee shall not be entitled to the salary
                         payment referred to in paragraph 3 of this article if,
                         and to the extent that, in connection with his
                         sickness, he can validly claim damages from a third
                         party as a result of loss of salary and if and to the
                         extent that the payments by the Company set forth in
                         paragraph 3 of this article exceed the minimum
                         obligation referred to in article 7:629 sub 1 of the
                         Civil Code. In this event, the Company shall satisfy
                         payment solely by means of advanced payments on the
                         compensation to be received from the third party and
                         upon assignment by the Employee of his rights to
                         damages vis-a-vis the third party concerned up to the
                         total amount of advanced payments made. The advanced
                         payments shall be set-off by the Company if the
                         compensation is paid or, as the case may be, in
                         proportion thereto.

11.0 Confidentiality:    The Employee will execute the Company Employee
                         Confidentiality Agreement and abide by its terms and
                         conditions.

                         The Employee shall not, during the term of the
                         Contract of Employment and thereafter, disclose to any
                         third party or use for their own benefit any
                         information concerning the business of the Company, or
                         any of its subsidiaries or affiliated companies which
                         have become known to the Employee. "Information
                         concerning the business" includes, without limitation,
                         all business, organizational and technical knowledge,
                         know-how, proprietary or confidential information,
                         names or addresses of customers of the Company or any
                         of its subsidiaries or affiliated companies and any
                         other information which is known only to a limited
                         number of persons and which is not intended to become
                         known outside of the Company, or any of its
                         subsidiaries or affiliated companies.

                         All written and other records and all tangibles
                         concerning the Company, or any of its subsidiaries or
                         affiliated companies and their businesses which are in
                         the possession of the Employee shall be carefully kept
                         and shall be immediately returned to the Company, or
                         any of its subsidiaries or affiliated companies upon
                         their request, and in any case upon the termination of
                         the Contract of Employment. The Employee hereby waives
                         any right of retention in respect of records such or
                         tangibles mentioned herein.

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12.0 Conflict of         The Employee shall not, except with prior written
     Interest:           approval of the Company, during the term of the
                         Contract of Employment, accept or solicit any
                         commission, allowance, gift or consideration whatsoever
                         from customers, suppliers or competitors of the Company
                         or from potential customers, suppliers or competitors
                         of the Company. Any unsolicited consideration received
                         by the Employee shall be returned immediately and the
                         Employee shall forthwith inform the Company. Usual
                         promotional gifts with limited or no commercial value
                         shall not be regarded as consideration of the purpose
                         of this article. In case of doubt, the Employee shall
                         always consult with the Company.

13.0 Exclusivity/Non-    The Employee shall throughout the duration of this
     Compete:            agreement and for a period of two (2) years after
                         termination hereof, not be engaged or involved in any
                         manner, directly or indirectly, whether on the account
                         of the Company or on the account of third parties, in
                         any enterprise which conducts activities in a field
                         similar to or otherwise competes with that of the
                         Company, nor act, directly or indirectly, as
                         intermediary in relation to such activities in whatever
                         manner. This obligation applies solely to any work
                         activities or involvement of the Company within Europe.

                         The Employee remains under the obligation to adhere to
                         the non-competition clause referred to in paragraph 1
                         of this article with respect to the Company, if the
                         Company or a part thereof is transferred by the
                         Company to a third party within the meaning of article
                         7:662 and onwards of the Civil Code and this agreement
                         terminates before or at the time of such transfer,
                         while in the event of continuation of the Contract of
                         Employment the Employee would have entered the
                         employment of the acquirer by operation of law.

                         In the event of any breach by the Employee of any of
                         the obligations referred to in paragraphs 1 and 2 of
                         this article, the Employee shall, contrary to article
                         7:650 sub 3, 4 and 5 of the Civil Code, without notice
                         of default being required, pay to the Company for each
                         such breach, a penalty equal to an amount of
                         (euro)20,000, plus a penalty of (euro)500 for each day
                         such breach occurs and continues.

14.0 Copyright:          Any intellectual property rights and rights to Employee
                         inventions arising from the Employee's activities
                         hereunder, or, if ownership rights cannot be
                         transferred under applicable law, any exploitation
                         rights relating thereto, shall be transferred to the
                         Company in accordance with applicable law. The
                         remuneration pursuant to Section 4.0 of the Contract of
                         Employment includes any and all compensation for such
                         transfer of rights. If applicable law of a mandatory
                         nature, which cannot be derogated by contract, requires
                         additional compensation for such transfer of rights,
                         the Company shall have the option to request or not to
                         request the transfer of rights concerned.

15.0 Consent to the      The Employee hereby consents to the Company holding and
     Processing of       processing both electronically and manually, personal
     Personal Data:      data (including sensitive data) about the Employee, in
                         the course of employment, for the purpose of the
                         Company's operations, security, and management and for
                         purposes of complying with applicable laws, regulations
                         and procedures. The Employee also consents to the
                         transfer, storage and processing of such data between
                         the Company and affiliated Companies, worldwide.

16.0  Company Equipment: Unless the Employee has written consent of their
                         immediate Manager, the Employee will not use any
                         equipment or systems owned, rented or licensed by the
                         Company for any purpose other than to carry out the
                         duties of the position.

                         The Employee agrees that the Company may monitor,
                         intercept, or record his use of office equipment
                         including but not limited to e-mail, internet usage,
                         telephone and mobile phone.

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17.0 Agreement:          The Employee hereby undertakes and warrants that he is
                         at liberty to enter into this Contract of Employment
                         and perform all of the duties and obligations without
                         limitation or breach of any obligations or duties which
                         he may have a third party and he further agrees to
                         defend, indemnify and render harmless from and against
                         damages for any loss which the Company may incur,
                         including damages and costs, in respect of any
                         proceedings which may be brought against the Company by
                         any third party who claims that the Employee is not so
                         at liberty.

                         The employee undertakes to return, on the day he
                         ceases his functions with the Company for what ever
                         reason, all items and material made reliable to him by
                         the Company, and all written or recorded documents
                         containing confidential information.

18.0 Prior Agreements:   These Terms and Conditions of Employment constitute the
                         entire understanding between the Employee and the
                         Company.

                         No variation or addition to it and on waiver of any
                         provision will be valid unless in writing and signed
                         on behalf of both parties.

                         Should a provision of this Contract of Employment be
                         or become invalid, the validity of all other
                         provisions shall be deemed to have been substituted by
                         a legally valid provision, which achieves as closely
                         as legally permissible what the invalid provision was
                         intended to achieve. This shall apply as well to
                         issues, which the parties fail to address in this
                         Contract of Employment.

                         The decisive version of the Contract of Employment is
                         the English version.

                         The Employee herewith confirms the receipt of a copy
                         of this Contract of Employment executed by both
                         parties.

19.0 Applicable Law:     This Contract of Employment shall be governed by and
                         interpreted in accordance with the laws of The
                         Netherlands.

15 December 2003
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Date

 /s/ Folkert Zwinkels                           /s/ Willem P. Vlot
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The Company                                    The Employee

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