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                                                                     EXHIBIT 4.9



THIS AGREEMENT is made on 15 November 2004 between

PARTIES

PETER SHAFRON (the "CONSULTANT")

AND

JAMES HARDIE INDUSTRIES NV (the "COMPANY") of Level 4, Atrium, Strawinskylaan
3077, Amsterdam

In consideration of the mutual covenants set forth in this Agreement, the
parties agree as follows:

1.    RETENTION AS CONSULTANT

1.1.  The Company hereby agrees to retain the Consultant on terms and conditions
      set forth in this Agreement, and the Consultant agrees to act, as a
      consultant to the Company.

1.2.  During the Term of this Agreement (defined below), the Consultant shall
      render to the Company such services of an advisory or consultative nature
      as the management of the Company may reasonably request, so that the
      Company may continue to have the full benefit of his experience and
      knowledge regarding the Company's business, including, but not limited to,
      the following:

      (a)   any investigation by any regulatory authority (including any
            investigation by the Australian Securities & Investments Commission
            ("ASIC")) into the financial affairs of the Company or the
            transactions undertaken by the Company or by JHIL;

      (b)   any public announcements made by JHINV or JHIL in connection with
            those transactions;

      (c)   any court actions in relation to such transactions or announcements;

      (d)   any questions executives or directors of JHINV may have in relation
            to the current or former financial statements of any current or
            former member of the James Hardie group and their preparation or
            legal work attended to by the Consultant while he was general
            counsel or otherwise an employee of any current or former group
            company; and

      (e)   such other assistance as JHINV may reasonably require.

1.3.  The Consultant shall make recommendations and give advice to the Company's
      board, management, and shall be available to consult with directors,
      management personnel and employees of the Company, during normal business
      hours Monday through Friday by telephone, e-mails or (subject to clause
      2.2) in person at the Company's office in Mission Viejo, California.

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2.    TERM OF CONSULTANCY

2.1.  The Term will commence with effect from 21 October 2004 and shall have a
      duration of 2 years, unless otherwise agreed by the parties.

2.2.  The consultancy is in the nature of a part-time consultancy, but the
      nature of the services is such that the workload will vary over the Term.
      The Consultant shall use all reasonable endeavours to meet reasonable
      requests of the Company to attend or provide assistance. The Company
      recognizes that the Consultant may have other work commitments which could
      prevent him from providing consultancy services at a particular time;
      however the Consultant shall use all reasonable endeavours to be available
      where he is given reasonable notice by the Company of his services being
      required. Persistent failure to provide such consultancy services shall
      comprise a material breach of this agreement .

2.3.  The Consultant shall not, in the course of the consultancy, be required to
      undertake acts or to forego acts which could reasonably be expected to
      prejudice his own legal position but, notwithstanding the foregoing, shall
      at all times act honestly and ethically in his dealings with the Company.

3.    COMPENSATION

3.1.  For his services to the Company during the Term of this Agreement the
      Consultant shall receive from the Company a consulting fee of seven
      thousand and twenty US dollars (US$7,020) per month, payable monthly.

3.2.  The Consultant shall be entitled to a motor vehicle allowance of US$750
      per month during the Term of Consultancy.

3.3.  Except as set forth in this clause 3, clause 4 below or as separately
      agreed in writing between the Company and the Consultant, no other
      compensation or benefits will be given to the Consultant for his services.

4.    EXPENSES AND ALLOWANCES

4.1.  The Company shall reimburse the Consultant for reasonable out-of-pocket
      expenses incurred by the Consultant in connection with Company's business,
      provided, with respect to expenses in excess of US$1,000, that the
      incurring of any such expenses is approved in advance by Louis Gries,
      Russell Chenu, Scott Barnett, any permanently appointed chief financial
      officer or any other executive officer of the Company delegated by a
      permanently appointed chief financial officer to approve such expenses and
      the Consultant provides the Company with such substantiating receipts or
      other documentation as the Company may reasonably require.

4.2.  The Consultant shall be reimbursed for his reasonable expenses of
      attending conferences during October 2004 arranged while he was an
      employee of JHBPI.

5.    TERMINATION

5.1.  Either party may terminate this Agreement prior to its expiration for
      material breach of this Agreement if the party who has committed the
      material breach of this Agreement fails to

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      cure the breach within fourteen (14) days after receiving written notice
      specifying the nature of the breach. In the event of a termination by the
      Company for this reason, no further consulting fees will bepayable in
      respect of that part of the term remaining after the date of termination.

5.2.  The consultancy may be terminated by JHINV on 30 days' notice (but in such
      a case, JHINV shall pay within 14 days of the date of termination all
      accrued and unpaid consultancy fees owing at the date of termination and
      all future consultancy fees that in the absence of any termination would
      have fallen due for payment during the balance of the term unless the
      termination is effected by the Company in accordance with clause 5.1.

5.3.  The consultancy may be terminated by the Consultant on 30 days' notice in
      the event of the insolvency of the Company or in the event of the Company
      taking any steps to place the Company into liquidation, or the Company
      being the subject of a court order for its liquidation or winding up.

5.4.  The Agreement, and the Company's obligation to pay consulting fees (other
      than those fees which had accrued at the date of the Consultant's death),
      shall automatically terminate upon the Consultant's death.

5.5.  The termination of this Agreement pursuant to this clause 5 shall not
      release either party from any accrued obligation to pay any sum to the
      other party (whether then or thereafter payable) or operate to discharge
      any liability incurred prior to the termination date. In addition, the
      Company obligations intended to survive the termination of this Agreement,
      including its indemnification obligations under clause 6.11, shall survive
      the termination of this Agreement.

6.    MISCELLANEOUS

6.1.  GOVERNING LAW AND JURISDICTION

      All questions with respect to the construction of this Agreement and the
      rights and liabilities of the parties shall be governed by the laws of the
      State of California. Each of the parties submits to the jurisdiction of
      any state or federal court sitting in Orange County, California, in any
      action or proceeding arising out of or relating to this Agreement and
      agrees that all claims in respect of the action or proceeding may be heard
      and determined in any such court. Each party also agrees not to bring any
      action or proceeding arising out of or relating to this Agreement in any
      other court.

6.2.  SUCCESSORS AND ASSIGNS

      This Agreement shall inure to the benefit of and be binding upon the
      parties and their respective successors and assigns.

6.3.  ENTIRE AGREEMENT

      This Agreement contains all of the terms and conditions agreed upon by the
      parties, and supersedes any prior agreements or understandings with
      respect to the consulting relationship between the Consultant and the
      Company to begin on the effective date set forth above. For the avoidance
      of doubt, this Agreement does not supersede or alter any indemnity
      agreements

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      already in existence between the Consultant and members of the James
      Hardie group. The indemnification provided for in this Agreement is in
      addition to, and not in replacement of, the indemnification obligations
      contained in the Joint and Several Indemnity Agreement.

6.4.  AMENDMENT OR MODIFICATION OF AGREEMENT

      This Agreement may be modified, altered or amended only by the written
      agreement of both the parties.

6.5.  COUNTERPARTS

      This Agreement may be executed in one or more counterparts, each of which
      shall be a valid original agreement.

6.6.  SEVERABILITY

      If any provision of this Agreement or its application to any person or
      circumstances is held to be unenforceable or invalid by any court of
      competent jurisdiction, its other applications and the remaining
      provisions of this Agreement will be interpreted so as best reasonably to
      effect the intent of the parties.

6.7.  NOTICES

      Any notice or other communication to a party pursuant to this Agreement
      will be deemed to have been duly given if given personally to the party or
      on the date of delivery in writing, addressed to the party, at the
      following address:

             If to the Company:           The Company Secretary
                                          James Hardie Industries NV
                                          4th Floor, Atrium
                                          Unit 04-07, Strawinskylaan 3077, 1077
                                          Amsterdam, The Netherlands

             With a Copy to:              Senior Vice President Human Resources
                                          James Hardie, Inc.
                                          26300 La Alameda, Suite 100
                                          Mission Viejo, California 92691
                                          USA

                                          Fax: (949) 348-4534

             If to the Consultant:        Peter Shafron

      Either party may change its or his address for purposes of this paragraph
      by giving the other party written notice of the new address in the manner
      set forth above.

6.8.  FURTHER ACTIONS

      Each party agrees to execute and deliver any further documents and to do
      any additional acts reasonably required to carry out the terms of this
      Agreement.

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6.9.  WAIVERS

      Any provision of this Agreement may be waived at any time by the party
      entitled to the benefit thereof by a written instrument executed by the
      party or by a duly authorized officer of the party. No waiver of any of
      the provisions of this Agreement will be deemed, or will constitute, a
      waiver of any other provision, whether or not similar, nor will any waiver
      constitute a continuing waiver.

6.10. INDEPENDENT CONTRACTOR

      (a)   The Consultant is retained by the Company only for the purposes and
            to the extent set forth in this Agreement, and his relationship to
            the Company shall, during the term of this Agreement, be that of an
            independent contractor.

      (b)   The Consultant shall have no authority or right, express or implied,
            to assume or create any obligation or responsibility on behalf of
            the Company or to bind the Company in any manner without the express
            authorization of the Company. The Consultant will not represent the
            contrary, either expressly or implicitly, to anyone.

      (c)   The Consultant shall not be considered as having employee status or
            as being entitled to participate in any plans, arrangements or
            distributions by the Company pertaining to any pension, stock,
            bonus, profit sharing or similar benefits for the Company's
            employees except as set forth otherwise in this Agreement.

      (d)   Subject to paragraph (e), the Company shall not withhold any of the
            Consultant's compensation payments for income tax purposes and shall
            not have any obligations with regard to Social Security payments for
            the Consultant, insurance or workers' compensation coverage for the
            Consultant, vacation, disability pay or any similar items. Nothing
            contained in this Agreement shall be deemed or construed to
            constitute a relationship of employer and employee.

      (e)   If despite provisions to the contrary under this Agreement the
            Company is required by law to withhold or to have withheld any
            amount from the service fees payable under this Agreement, the
            Company shall be entitled to withhold such amounts or to be promptly
            reimbursed by the Consultant for such amounts.

6.11. INDEMNIFICATION

      (a)   If the Consultant becomes a party or witness or other participant
            in, or is threatened to be made a party or witness or other
            participant in, any current, threatened, pending, completed or
            future action, suit or proceeding, whether civil, criminal,
            administrative or investigative by reason of any action or inaction
            on the part of the Consultant in connection with his work as a
            consultant to the Company or any subsidiary or parent of the
            Company, or by reason of the fact that the Consultant provides or
            has provided consultancy services under this agreement or, following
            the effective date of this Agreement, has served in any other
            capacity at the request of the Company to the Company or another
            corporation, partnership, joint venture, trust or other enterprise,
            the Company shall indemnify, defend and hold harmless the Consultant
            against all expenses (including attorneys' fees and experts' fees
            and

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            costs), and all liabilities, losses, judgments, fines, penalties,
            and taxes incurred by the Consultant and amounts paid in settlement
            (if such settlement is approved in advance by the Company, which
            approval shall not be unreasonably withheld) actually and reasonably
            incurred by the Consultant in connection with such action, suit or
            proceeding, provided in each case above that the Consultant acted in
            good faith and in a manner the Consultant reasonably believed to be
            in or not opposed to the best interests of the Company.

      (b)   The Company shall advance all expenses incurred by the Consultant in
            connection with the investigation, defense, settlement or appeal of
            any civil or criminal action, suit or proceeding referred to in this
            clause 6.11 (including amounts actually paid in settlement of any
            such action, suit or proceeding). The Consultant hereby undertakes
            to repay such amounts advanced only if, and to the extent that, it
            shall ultimately be determined that Consultant is not entitled to be
            indemnified by the Company as authorized hereby.

EXECUTION

Executed as an agreement at Mission Viejo, California as of the date first
written above.

SIGNED by PETER SHAFRON in the presence of:      )
                                                 )   /s/ Peter Shafron
                                                     --------------------------
/s/ Jane Lehmann                                 )   Signature
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Witness

Jane Lehmann
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Print Name

EXECUTED by JAMES HARDIE                )
INDUSTRIES NV in the presence of:       )
                                        )

/s/ Louis Gries
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Signature                                                     Signature

Louis Gries
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Print Name                                                    Print Name

Interim CEO
----------------------------
Title

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