<PAGE>


NOTE:  INFORMATION OTHERWISE CONTAINED IN [BRACKETED] PORTIONS OF
THIS DOCUMENT HAS BEEN DELETED PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT.


                                                               EXHIBIT 10g
DATED                                                                 1996



                       Essential Nature Products Limited
                                       
                                      and
                                       
                           ANC Resources Pty Limited
                                       
                                 [           ]
                                       
                                 [           ]


                             DEED RELATING TO THE
                                    SALE OF
                                 TEA TREE OIL
                                       
                                       
                                       
                                       
                             ROSENBLUM & PARTNERS
                           Solicitors and Attorneys
                        Level 29 Govenor Phillip Tower
                                1 Farrer Place
                                  Sydney NSW
                                   Australia
                           Telephone: (02) 258-5811
                              Fax: (02) 258-5800


<PAGE>



DEED made the         day of                                   1996

BETWEEN:          Essential Nature Products Pty Limited of Level 1, 20 Loftus 
                  Street Sydney NWS 2000
                  ("Buyer")

AND:              ANC Resources Pty Limited of 4D/35-37 Hawthorne Parade, 
                  Haberfield NSW 2045
                  ("Seller")

AND:              [               ] of 9 Bathurst Street Greystanes NSW 2145
                  ("NPEO")

AND:              [               ] of ("[     ]")


WHEREAS:

A.                The NPEO and KYW are the joint owners of the Tea Tree Farms 
                  and the Tea Trees.

B.                NPEO and KYW are joint ventures whose business involves the:

                  (i)      harvesting of Tea Tress grown on the Tea Tree Farms; 
                           and

                  (ii)     processing and distilling the Tea Tree Produce to
                           produce the substance known as tea tree oil which is
                           produced by processing and distilling the Tea Tree
                           Produce.

C.                NPEO has agreed pursuant to agreements with the Seller to
                  supply the Seller with the substance known as tea tree oil
                  which is produced by processing and distilling the Tea Tree
                  Produce upon the terms and conditions contained in the
                  agreements copies of which are attached in Schedule 1 (the
                  "Purchase Agreements").

D.                The Buyer is a subsidiary of Essential Resources Inc.

E.                The Buyer has agreed to buy from the Seller and the Seller 
                  has agreed to sell to the Buyer the Tea Tree Oil upon the 
                  terms and conditions of this Deed.

<PAGE>



NOW THIS DEED WITNESSES:


1                 DEFINITIONS AND INTERPRETATION

1.1               In this Deed (including the recitals to this Deed) unless the
                  context otherwise requires:

                  "Deed" means this Deed, the Schedules, and any document that
                  varies or supplements it;

                  "Expert" means the person determined pursuant to clause 3.5;

                  "Finally Determined" has that meaning ascribed in clause 4.5;

                  "Market Price" means the price per kg of the Tea Tree Oil
                  determined in accordance with clause 3.3;

                  "Named Port" means one of the ports listed in Schedule 3 which
                  is notified to the Seller by the Buyer in writing at least 20
                  Business Days before the delivery date notified to the Buyer
                  by the Seller;

                  "Named Vessel" means the vessel nominated by the buyer in
                  writing at least 20 Business Days before the delivery date
                  notified to the Buyer by the Seller;

                  "Prevailing Purchase Price" means the price per kg of Tea Tree
                  Oil determined in accordance with clause 3.2;

                  "Purchase Price" means the price per kg of Tea Tree Oil as
                  determined pursuant to clause 3.1 from time to time;

                  "Tea Trees" means the trees of the melaleuca variety that are
                  grown for harvest on the Tea Tree Farms;

                  "Tea Tree Produce" means the produce of the harvest of Tea
                  Trees which includes all those parts of the Tea Trees which
                  grow above the ground and which are cut down and collected in
                  accordance with normal agricultural practice for harvesting
                  Tea Trees.

1.2               References to recitals, clauses, sub-clauses, paragraphs,
                  annexures or schedules are references to recitals, clauses,
                  sub-clauses, paragraphs, annexures and schedules of or to this
                  Deed.

1.3.              Headings in this Deed are for convenience only and do not
                  affect its interpretation or construction.


                                                 3

<PAGE>




1.4               In this Deed, unless the context acquires:

                  (a)      The singular incudes the plural and vice versa;

                  (b)      each gender includes the other two genders;

                  (c)      the word "person" means a natural person and any
                           association, body or entity whether incorporated or
                           not;

                  (d)      the word "month" means calendar month and the word
                           "year" means 12 calendar months;

                  (e)      a reference to writing includes any communication
                           sent by post or facsimile transmission;

                  (f)      where any word or phrase is defined, any other part
                           of speech or other grammatical form of that word or
                           phrase has a cognate meaning;

                  (g)      "Business Day" means a day other than a Saturday,
                           Sunday or public holiday in New South Wales.

2.       PURCHASE OF TEA TREE OIL

2.1               The Buyer shall purchase all of the first 200 tonnes of Tea
                  Tree Oil in any year, and the Seller shall sell all such Tea
                  Tree Oil exclusively to the Buyer.

2.2               Any amounts of Tea Tree Oil in any year in excess of 200
                  tonnes shall be offered for sale by the Seller to the Buyer on
                  the terms and conditions contained in this Deed. The Seller
                  shall not sell, offer to sell or otherwise dispose of any such
                  Tea Tree Oil to any person other than the Buyer unless it has
                  made a written offer to sell such Tea Tree Oil to the Buyer in
                  accordance with this sub-clause 2.2 and the Buyer has not
                  accepted the offer within 20 Business Days of receiving it.

3.                PURCHASE PRICE

3.1               For each kg of Tea Tree Oil bought and sold pursuant to clause
                  2.1 the Purchase Price is:

                  (a)      for the first tonne of Tea Tree Oil A$[   ] per kg 
                           of Tea Tree Oil; and

                  (b)      thereafter, the lesser of A$[ ] per kg of Tea Tree
                           Oil or the Prevailing Purchase Price determined
                           pursuant to clause 3.2.

3.2               For the purposes of paragraph 3.1(b), if at any time the
                  Market Price per kg of Tea Tree Oil is less than 95% of the
                  Purchase Price at that time the Prevailing Purchase Price
                  shall be the Market Price at that time.


                                       4

<PAGE>




3.3               The Market Price per kg of Tea Tree Oil is the price per kg
                  agreed between the Buyer and Seller in writing after
                  negotiating in good faith and if the Buyer and Seller fail to
                  agree on a price per kg for the Tea Tree Oil the price per kg
                  as determined pursuant to clause 3.4.

3.4               If the Buyer and Seller fail to agree on a price per kg for
                  the Tea Tree Oil in clause 3.3 or on the 2nd Price in clause
                  7.5, the Expert may determine the Market Price per kg for the
                  Tea Tree Oil, by determining the price a willing buyer would
                  pay to a willing seller at arms length pre kg of the Tea Tree
                  Oil in Australia and in so determining, may have regard to:

                  (a)      the quality and quantity of the Tea Tree Oil;

                  (b)      prices current at the time the determination by the
                           Expert is required for the oily substance known as
                           tea tree oil including any weighted average prices or
                           any published indicative prices in Australia; and

                  (c)      market demand for the oily substance known as tea
                           tree oil.

3.5               If the Buyer and Seller:

                  (a)      fail to agree on a price per kg for the Tea Tree Oil;

                  (b)      require an Expert for the purposes of clause 4.5; or

                  (c)      fail to agree on the 2nd Price in clause 7.5.

                  the Buyer and Seller shall agree on an appropriately qualified
                  or experienced independent person to be the Expert to
                  determine the price per kg for the Tea Tree Oil or be the
                  Expert to make the determination in clause 4.5 as the case may
                  be. If the Buyer and Seller cannot agree on such an Expert
                  within 10 Business Days of failing to agree on the Market
                  Price per Kg of Tea Tree Oil or failing to negotiate the
                  dispute for the purposes of clause 4.5, they shall request the
                  President for the time being of the Australian Institute of
                  Valuers and Land Economists (Inc.)(or any successor body) to
                  appoint such an appropriately qualified or experienced
                  independent person to be the Expert to determine the price per
                  kg for the Tea Tree Oil or be the Expert for the purposes of
                  clause 4.5 as the case may be.


3.6               The parties shall give the Expert access to all information
                  which he or she requires and which is controlled or at the
                  disposal of each of the parties for the purposes making any
                  determinations under this Deed.

3.7               The Expert will act an expert and not as an arbitrator for the
                  purposes of this Deed and his or her decision shall be final
                  and binding on the Buyer and Seller.

                                       5
                                                 
<PAGE>



3.8               The costs of the Expert shall be borne equally by the parties.

4.                PAYMENT TERMS

4.1               Within 10 Business Days of entering this Deed, the Buyer will
                  pay A$[    ] to the Seller in consideration for the first
                  tonne of Tea Tree Oil to be supplied to the Buyer by the
                  Seller under clause 2.1.

4.2               After the first tonne of Tea Tree Oil is supplied to the Buyer
                  by the Seller under clause 2.1, payment for the Tea Tree Oil
                  supplied to the Buyer by the Seller under clause 2.1 shall be
                  made to the Seller by the Buyer by means of an irrevocable
                  letter of credit or bank guarantee in favour of the Seller
                  established by he Buyer's bank from time to time and such
                  letter of credit of bank guarantee shall be paid in full no
                  later than 20 Business Days after written notice of the Tea
                  Tree Oil supplied to the Buyer by the Seller under clause 2.1
                  has been delivered by the Seller in accordance with clause
                  5.1.

4.3               The Buyer shall give written notice to the Seller of the
                  relevant payment details not later than 30 Business Days prior
                  to the schedule delivery date of the Tea Tree Oil.

4.4               If there is a bona fide dispute as to the amount payable by
                  the Buyer under clause 4 whether as a result of the quantity
                  or quality of the Tea Tree Oil (or if that amount has not been
                  Finally Determined by the date on which it is due) then, on
                  the due date, the Buyer will pay the Seller the portion not in
                  dispute or the portion which has been Finally Determined. The
                  Buyer will pay the Seller the balance (if any) within 10
                  Business Days after the dispute has been resolved or the
                  amount has been Finally Determined.

4.5               For the purposes of clause 4.4 "Finally Determined" means
                  determined by the Buyer and the Seller after negotiating in
                  good faith to resolve the dispute in clause 4.4 and if the
                  dispute in clause 4.4 is not resolved and a determination is

                  not made, the determination of the Expert.

5.                DELIVERY OF TEA TREE OIL FREE ON BOARD

5.1               The Tea Tree Oil supplied to the Buyer by the Seller under
                  clause 2.1 shall be delivered in suitable containers on board
                  the Named Vessel lying at the Named Port on the delivery date
                  which shall be nominated by the Seller by written notice to
                  the Buyer at least 30 Business Days before the deliver date
                  for tat Tea Tree Oil. The Seller shall promptly notify the
                  Buyer that the Tea Tree Oil has been delivered aboard. Title
                  and risk in the Tea Tree Oil and the containers in which they
                  are delivered shall pass to the Buyer upon such delivery being
                  effected. The Seller shall promptly provide the Buyer with a
                  clean shipped bill of lading in respect of the Tea Tree Oil.


                                       6

<PAGE>



5.2               The Buyer shall reserve the necessary space on the Named
                  Vessel and give Seller due notice of the loading berth and any
                  revised delivery dates to the Named Vessel.  The Buyer shall
                  bear any additional cost caused due to the failure of the
                  named Vessel to be available to load the Tea Tree Oil on the
                  delivery date as revised.

5.3               For the purposes of ensuring that sufficient space is reserved
                  by the Buyer and for the purposes of determining the amount
                  payable under clause 4 for the Tea Tree Oil the Seller shall
                  notify the Buyer in the same written notice notifying the
                  delivery date of the Tea Tree Oil in clause 5.1 the weight of
                  Tea Tree Oil proposed to be delivered in kilograms and the
                  number of containers in which the Tea Tree Oil is to be
                  delivered.

6.                WARRANTIES

6.1               The Seller represents and warrants that:

                  (a)      the Seller is the sole legal and beneficial owner of
                           the Tea Tree Oil and that the Tea Tree Oil is not the
                           subject of any mortgage, charge, crop, lien,
                           encumbrance or security interest nor subject to any
                           other third party claim;

                  (b)      the Tea Tree Oil supplied from time to time under
                           this Deed is of the standard specified in Schedule 2;

                  (c)      the Tea Tree Oil supplied from time to time under
                           this Deed is fit for the purpose for which goods of

                           the same kind are commonly supplied and any other
                           purpose made known to the Seller;

                  (d)      the Tea Tree Oil supplied from time to time under
                           this Deed is of merchantable quality and be free from
                           any defect in material and workmanship;

                  (e)      it is entitled to sell to the Buyer the Tea Tree Oil
                           pursuant to the terms and conditions of this Deed.

6.2               NPEO and KYW jointly and severally represent and warrant to
                  the Buyer that they grow Tea Trees on Tea Tree Farms and that
                  they are in the business of producing the oily substance known
                  as tea tree oil.

6.3               The Buyer shall have no obligation to purchase any Tea Tree
                  Oil from the Seller in accordance with this Deed if any
                  representation or warranty in this clause 6 is untrue or
                  breached, as the case may be, unless the breach is in respect
                  of any of the warranties contained in clause 6.1(b)-(h) and
                  such breach is remedied by the Seller to the satisfaction of
                  the Buyer within 10 Business Days of the Seller receiving
                  notice of the breach.

                                       7

<PAGE>




7.                DURATION, TERMINATION AND DEFAULT

7.1               The Seller, at any time may by notice in writing to the Buyer
                  immediately terminate this Deed if:

                  (a)      the Buyer becomes an externally administered body
                           corporate" (as defined in section 9 of the
                           Corporations Law); or

                  (b)      the Buyer defaults in the performance of any other
                           obligation it owes to the Sellers or under this Deed
                           and where the default is capable of remedy the Buyer
                           does not remedy the default within 20 Business Days
                           after it receives written notice of the default from
                           the Seller.

7.2               The Buyer, at any time may by notice in writing to the Seller
                  immediately terminate this Deed if:

                  (a)      the Seller, NPEO or KYW becomes an "externally
                           administered body corporate" (as defined in section 9
                           of the Corporations Law); or


                  (b)      the Seller defaults in the performance of any other
                           obligation it owes to the Buyer or under this Deed
                           and where the default is capable of remedy the Seller
                           doe snot remedy the default within 20 Business Days
                           after it receives written notice of the default from
                           the Buyer.

7.3               The Buyer may at any time by notice in writing to the Seller
                  immediately terminate this Deed if the Seller defaults in the
                  performance of any obligation under this Deed and where the
                  default is capable of remedy the Seller does not remedy the
                  default within 10 Business Days after it receives written
                  notice of the default from the Buyer.

7.4               Subject to clause 7.5 and unless terminated earlier under
                  another sub-clause in clause 7, this Deed shall come into
                  force on the date of this Deed and shall continue in force for
                  a period of 5 years.

7.5               The Buyer may at its option extend the period in clause 7.4
                  from 5 years after the date of this Deed to 10 years after the
                  date of this Deed upon giving notice to the other parties of
                  its intention to do so on any Business Day within 5 years of
                  the date of this Deed. If the Buyer exercises such an option:

                  (a)      this Deed shall be construed as if the period in
                           clause 7.4 always referred to 10 years and the Deed
                           shall continue in force for a total period of 10
                           years;

                  (b)      the amount of A$[ ] in paragraph 3.1(b) will be
                           deemed to be replaced after the expiry of 5 years
                           from the date of this Deed with such amount as is
                           agreed in writing by the Buyer and the Seller after
                           negotiating in good

                                       8

<PAGE>



                           faith at the time of exercising the option (the
                           "1st Price"), provided that the 1st Price does not
                           exceed A$[ ] and if the Buyer and the Seller fail to
                           agree on the 1st Price, the 1st Price shall be A$[ ];

                  (c)      the Buyer and the Seller shall negotiate in good
                           faith, to determine price per kg of Tea Tree Oil for
                           the purposes of clause 7.6 (the "2nd Price") provided
                           that if the Buyer and the Seller fail to agree on the
                           2nd Price, the 2nd Price shall be the Market Price of
                           Tea Tree Oil as determined by the Expert pursuant to
                           clause 3;


                  (d)      the Seller shall exercise the option in the agreement
                           between the Seller and NPEO dated 1 August 1996 (a
                           copy of which is attached in Schedule 1) to renew the
                           agreement and NPEO and KYW will severally use their
                           best endeavors to procure the exercise of the option
                           by the Seller.

7.6               If the Buyer exercises the option in clause 7.5, the Buyer may
                  at its option further extend the period in clause 7.4 from 10
                  years after the date of this Deed to 15 years after the date
                  of this Deed upon giving notice to the other parties of its
                  intention to do so on any Business Day within the 10 years of
                  the date of this Deed. If the Buyer exercises such an option
                  this Deed shall be construed as if period in clause 7.4 always
                  referred to 15 years and the Deed shall continue in force for
                  a total period of 15 years. If the Buyer exercises such an
                  option, the 1st Price in paragraph 3.1(b) will be deemed to be
                  replaced after the expiry of 10 years from the date of this
                  Deed with the 2nd Price.

7.7               The termination of this Deed will not prejudice any right,
                  power or remedy to the extent that it accrued prior to or on
                  termination.

8.                EXCUSES FOR NON PERFORMANCE - FORCE MAJEURE

8.1               The obligations of a party other than the obligation to pay
                  money shall be suspended during the time and to the extent
                  that the party is prevented from or delayed in complying with
                  them by force majeure.

8.2               Force majeure means a circumstance beyond the reasonable
                  control of a party and which occurs without the fault or
                  negligence of the party affected.

8.3               Force majeure includes:

                  (a)      strike, lockout, industrial action, accident, storm,
                           flood, fire, drought, earthquake, explosion, peril of
                           navigation;

                  (b)      hostility, war (declared or undeclared),
                           insurrection;

                  (c)      executive or administrative order or act of either
                           general or particular application of any government 
                           whether official or unofficial or of any 
      
                                       9

<PAGE>

                           official purporting to act under the authority of 

                           that government prohibition;

                  (d)      restriction by domestic or foreign laws, regulars or
                           policies;

                  (e)      quarantine or customs restrictions; or

                  (f)      breakdown or damage to or confiscation of property.

8.4               The party affected by the force majeure shall:

                  (a)      as soon as possible after being affected, give to
                           each other party full particulars of the force
                           majeure and the manner in which its performance is
                           prevented or by which it is delayed; and

                  (b)      promptly and diligently take appropriate action to
                           enable it to perform the obligations prevented or
                           delayed by force majeure, except that the party is
                           not obliged by this paragraph (b) to settle a strike,
                           lockout or other industries unrest.

9.                DEALINGS

9.1               The Seller will not transfer, assign, declare any trust or
                  create any mortgage, charge, lien, encumbrance or security
                  interest or any other similar third party claim (whether
                  similar to those mentioned in this Deed or not) over the
                  Seller's interest in the Tea Tree Oil, without the prior
                  written consent of the Buyer, which consent must not be
                  unreasonably withheld.

9.2               The Buyer must not assign or encumber or attempt to assign or
                  encumber any right or interest under this Deed without the
                  prior written consent of the Seller, which consent must not be
                  unreasonably withheld.

9.3               The Seller must not assign or encumber, or attempt to assign
                  or encumber its interest under this Deed without the prior
                  written consent of the Buyer which consent must not be
                  unreasonably withheld.

9.4               The Seller will not during the term of this Deed assign,
                  transfer, devise, part with, share the possession of, or grant
                  any license affecting,k or mortgage, charge or otherwise deal
                  with, or dispose of its rights to purchase Tea Tree Oil under
                  the Purchase Agreements unless:

                  (a)      the Seller gives to the Buyer not less than one (1)
                           month's notice in writing of its desire to deal with
                           its rights to purchase Tea Tree Oil under the
                           Purchase Agreements;
                  (b)      the Seller is not, at or after the time of giving the
                           notice referred to in 


                                      10

<PAGE>

                           clause 9.4(a), in default in the observance and
                           performance of the terms and conditions contained or
                           implied in this Deed:

                  (c)      the Seller pays to the Buyer at the time of giving
                           the notice referred to in clause 9.4(a) a
                           non-refundable reasonable fee as notified in writing
                           by the Buyer to the Seller to cover administrative
                           expenses and also pays to the Buyers its costs and
                           disbursements of and incidental to the matters
                           referred to in this clause 9.4;

                  (d)      the proposed assigned, transferrer, or licensee
                           proves to the satisfaction of the Buyer that he is a
                           suitable, respectable, responsible and solvent
                           person, financial substantial and otherwise capable
                           of performing the obligations of the Seller under
                           this Deed.

                  (e)      the assignee, transferee, or licensee referred to in
                           clause 9.4(d) enters into a Deed upon the same terms
                           and conditions as this Deed; and

                  (f)      The Seller enters into a deed in the form required by
                           the Buyer under which it release the Buyer from all
                           claims which the Seller then has, or may thereafter
                           have, against the Buyer in respect of, or in any way
                           arising from, this Deed and pursuant to which the
                           Seller guarantees the performance of the assignee,
                           transferee, or licensee referred to in clause 9.4(e).

9.5               For the purposes of clause 9.4 the following circumstances
                  occurring at any time during the term of this Deed shall
                  constitute an assignment of the Seller's rights to purchase
                  Tea Tree Oil under the Purchase Agreements:

                  (a)      if, any corporation or any related corporation (as
                           defined in the Corporations Law as at the date of
                           this Deed) holding or holding between them not more
                           than fifty percent (50%) of the issued capital or
                           voting rights of the Seller, acquires or acquire
                           between them so much of the issued capital or voting
                           rights of the Seller as, when added to the issued
                           capital or voting rights (if any) previously held by
                           such corporation or related corporations, represents
                           in the aggregate more than fifty percent (50%) of the
                           issued capital or voting rights of the Seller;

                  (b)      if any person or any person and his relatives (as

                           defined in the Income Tax Assessment Act 1936 as at
                           the date of this Deed) holding or holding between
                           them not more than fifty percent (50%) of the issued
                           capital or the voting rights of the Seller acquires
                           or acquire between them so much of the issued capital
                           or voting rights as, when added to the issued capital
                           or voting rights (if any) previously held by such
                           person or persons, represents in the aggregate more
                           than fifty percent (50%) of the issued capital or
                           voting rights of the Seller; or

                                      11

<PAGE>




                  (c)      if, the changes referred to in clauses 9.5(a) and (b)
                           occur in any holding company (as defined in the
                           Corporations Law as at the date of this Deed) of the
                           Seller or in any holdings company of any holding
                           company of the Seller.

9.6               NPEO and KYO will not during the term of this Deed assign,
                  transfer, demise, part with, share the possession of, or grant
                  any license affecting, or mortgage, charge or otherwise deal
                  with, or dispose of their Tea Tree Farms, their business of
                  producing the oily substance known as tea tree oil and/or
                  their rights under either of the Purchase Agreements unless:

                  (a)      NPEO and/or KYO as the case may be give to the Buyer
                           not less than one (1) month's notice in writing of
                           its desire to deal with the Tea Tree Farms and/or
                           their business of producing the oily substance known
                           as tea tree oil and/or their rights under the
                           Purchase Agreements;

                  (b)      the proposed assignee, transferee, or licensee proves
                           to the satisfaction of the Buyer that he is a
                           suitable, respectable, responsible and solvent
                           person, financially substantial and otherwise capable
                           of performing the obligations of the NPEO and/or KYO
                           as the case may be under the Purchase Agreements;

                  (c)      the assignee, transferee, or licensee referred to in
                           clause 9.6(b) enters into an agreement upon the same
                           terms and conditions as the Purchase Agreements with
                           the Seller or such other terms agreed to in writing
                           by the Buyer; and

                  (d)      NPEO and/or KYO as the case may be enter into a deed
                           in the form required by the Buyer pursuant to which
                           the NPEO and/or KYO jointly and severally guarantee

                           the performance of the assignee, transferee, or
                           licensee referred to in clause 9.6(c).

9.7               For the purposes of clause 9.6 the following circumstances
                  occurring at any time during the term of this Deed shall
                  constitute or be deemed to constitute an assignment of NPEO's
                  and/or KYW's Tea Tree Farms and/or their business of producing
                  the oiling substance known as tea tree oil and/or their rights
                  under the Purchase Agreements:

                  (a)      if, any corporation or any related corporation (as
                           defined in the Corporations Law as at the date of
                           this Deed) holding or holding between them not more
                           than fifty percent (50%) of the issued capital or
                           voting rights of either NPEO or KYW or both, acquires
                           or acquire between them so much of the issued capital
                           or voting rights of either NPEO or KYW or both as,
                           when added to the issued capital or voting rights (if
                           any) previously held by such corporation or related
                           corporations, represents in the aggregate more than
                           fifty percent (50%) of the issued capital or voting

                                      12

<PAGE>



                           rights of NPEO and/or KYW as the case may be;

                  (b)      If any person or any person and his relatives (as
                           defined in the Income Tax Assessment Act 1936 as at
                           the date of this Deed) holding or holding between
                           them not more than fifty percent (50%) of the issue d
                           capital or the voting rights of either NPEO or KYW or
                           both acquires or acquire between them so much of the
                           issued capital or voting rights as, when added to the
                           issued capital or voting rights (if any) previously
                           held by such person or persons, represents in the
                           aggregate more than fifty percent (50%) of the issued
                           capital or voting rights of NPEO and/or KYW as the
                           case may be; or

                  (c)      if, the changes referred to in clauses 9.7(a) and (b)
                           occur in any holding company (as defined in the
                           Corporations Law as at the date of this Deed) of
                           either NPEO or KYW or in any holding company of any
                           holding company of either NPEO or KYW.

10.               EXCLUSIVITY

10.1              The Seller shall not sell any Tea Tree Oil to any person other
                  than the Buyer.


10.2              NPEO and KYW shall not dispose of any of their produce of the
                  oily substance known as tea tree oil to any person other than
                  the seller under the Purchase Agreements.

10.3              NPEO and KYW shall not dispose of any of their Tea Tree
                  Produce before it is produced into the oily substance known as
                  tea tree oil without the written consent of the Buyer.

11.               STAMP DUTY

11.1              The Buyer agrees to pay all of the stamp duty payable in
                  relation to this Deed.

12.               GOVERNING LAW AND JURISDICTION

12.1              The validity, interpretation and performance of this Deed
                  shall be governed by and construed in accordance with the law
                  of the State of New South Wales and which the parties
                  acknowledge is the proper law of this Deed.

12.2              Each of the parties irrevocably agrees that the courts of the
                  State of New South Wales and shall have jurisdiction to hear
                  and determine any suit, action or proceeding, and to settle
                  any disputes, which may arise out of or in connection with
                  this Deed and for such purposes irrevocably submits to the
                  jurisdiction of such courts. The submission to the
                  above-mentioned jurisdiction shall not (and shall not be
                  construed so as to) limit the rights of either party to take
                  proceedings against the other in any other court of competent
                  jurisdiction nor shall the taking

                                      13

<PAGE>



                  of proceedings in any jurisdiction preclude the taking of
                  proceedings in another jurisdiction, whether concurrently or
                  not.

13.               ENTIRE DEED

13.1              This Deed contains the entire understanding between the
                  parties in relation to its subject matter. There are no
                  express or implied conditions, warranties, promises,
                  representations or obligations, written or oral, in relation
                  to this Deed other than those expressly state in it or
                  necessarily implied by law.

14.               NOTICES

14.1              A notice or other communication required or permitted to be
                  given by a party to another shall be in writing and


                  (a)      delivered personally;

                  (b)      sent by post, postage prepaid; or

                  (c)      sent by facsimile transmission

                  to that party's address for service that is set out in this
                  Deed or notified in writing to each party from time to time.

14.2              A notice or other communication shall be taken, for the
                  purposes of this Deed, to have been given if:

                  (a)      personally delivered, upon delivery;

                  (b)      mailed, on the expiration of 2 Business Days after
                           the date of posting; or

                  (c)      sent by facsimile transmission, on the day it is sent
                           (or, if that is not a Business Day, on the next
                           Business Day).

14.3              For the purposes of clause 14.1 the facsimile number of the
                  parties (until an alternative number is notified in writing)
                  shall be:

                  (a)      for the Buyer             - 9251 8070

                  (b)      for the Seller            - 9975 6177

                  (c)      [                               ]

                  (d)      [                               ]


                                      14

<PAGE>



15.               NO PARTNERSHIP

15.1              This Deed is not intended to create or evidence a partnership.

16.               STATUTORY REQUIREMENTS

16.1              In carrying out its obligations under this Deed, the Buyer
                  shall comply with the requirements of all acts, regulations,
                  ordinances, by-laws, permits and other lawful directions of
                  competent authorities.

17.               COUNTERPARTS


17.1              This Deed may be executed in any number of duplicate originals
                  or counterparts.

17.2              This Deed shall not come into effect until each party has
                  executed either it or a duplicate original or counterpart of
                  it.

18.               SEVERABILITY

18.1              If any provision of this Deed is invalid, void or
                  unenforceable, all other provisions which are capable of
                  separate enforcement without regard to an invalid, void or
                  unenforceable provision are and shall continue to be of full
                  force and effect in accordance with their terms.

18.2              If a provision that is invalid, void, voidable or
                  unenforceable is fundamental to the continuation of this Deed,
                  the parties shall meet promptly to consider an amendment
                  prepared by the Buyer.  If the parties cannot agree on an
                  amendment, they shall refer it to arbitration.


EXECUTED as a Deed.

THE COMMON SEAL of ESSENTIAL                )
NATURE PRODUCTS PTY LIMITED                 )
is affixed in accordance with the Articles  )        /s/ John Reece
                                                     --------------
of Association:                             )            Director

                                                     Name: John Reece

/s/ Wai Yok Lee
---------------------------------------------
Secretary/Director/Authorized Person

Name:Wai Yok Lee



                                      15

<PAGE>




THE COMMON SEAL of ANC                        )
RESOURCES PTY LIMITED is affixed              )
in accordance with the Articles               )         /s/Susanna Lee
                                                        ---------------
   of Association:                            )               Director
---


                                                        Name:Susanna Lee
/s/Wai Yok Lee
---------------------------------------------
Secretary/Director/Authorized Person

Name:



THE COMMON SEAL of [                ]        )
is affixed in accordance with the Articles   )          ---------------
of Association:                              )                Director
                                                        Name:

---------------------------------------------
Secretary/Director/Authorized Person

Name:



SIGNED for and on behalf of [       ]            )
in the presence of:                              )   -------------------------
                                                 )   [Agent or other capacity]

                                                     Name:

---------------------------------------------
Name:


                                      16


<PAGE>


                                       
                                  Schedule 1
                                       
                                       
                              Purchase Agreements
                                       

                                      17


<PAGE>


                                       
                                   AGREEMENT


This Agreement is entered into this 1st day of August, 1996

The Agreement is between ANC Resources Pty. Ltd. whose registered office is at
109-111 Shepherd Street Chippendale and [                ] (NPEO) whose
registered office is at [ ].

AGREEMENT

1.       ANC agrees to purchase all the Tea Tree Oil that will be produced by
         NPEO at its farms located in [ ] under terms and conditions set out in
         this Agreement.

2.       ANC agrees to pay NPEO U.S. $[          ]  ex distillery for kg. of 
         Tea Tree Oil purchased from NPEO.

3.       NPEO agrees to sell all the production of Tea Tree Oil that will be
         produced on its farms in [       ] under terms and conditions wet out
         in this Agreement.

4.       ANC agrees to supply all data required by the joint venture to
         successfully grow its plantations and produce Tea Tree Oil to a
         standard that is acceptable to the market.

INSURANCE

ANC will be responsible for implementing an insurance program covering loss and
damage of goods immediately on receipt of shipping documents indicating that the
goods to be insured have been accepted on board at a nominated [ ].

ANC will not be responsible for the insurance of the goods whikle in transit
from the distillery to the nominated port.

TERMS OF PAYMENT

ANC agrees that it shall pay for all goods covered in this agreement by
telegraphic transferring monies due for payment for each shipment to the
nominated bank account of NPEO immediately after sighting shipping documents
relevant to the shipment.

TERM OF THE AGREEMENT

The term of this Agreement is 5 years, with a 10 year option following agreement
by both parties on price, commencing from the date this agreement is signed. The
Agreement can be extended following a signed agreement between both parties
being lodged six months before the expiry date of this Agreement.



                                       1

<PAGE>



TERMINATION

This Agreement can be terminated only under the following conditions:

1.       ANC is unable to meet the commitments to purchase the Tea Tree Oil that
         NPEO has produced at its plantation in [ ]. NPEO then has the right to
         sell the Tea Tree Oil to any party it chooses.

2.       NPEO fails to meet its commitments to produce Tea Tree Oil from its
         plantations in Vietnam.

PENALTIES

Penalties will apply if this Agremeent is terminated.

1.       NPEO has the right to recover financial losses from ANC if any such
         losses are incurred by NPEO following termination of this Agreement as
         set out in Clause 1. of "TERMINATION".

2.       ANC has the right to recover financial losses from NPEO if any such
         losses are incurred by ANC following termination of this Agreement as
         set out in Clause 2. of "TERMINATION".

GOVERNING LAW

The construction and performance of this Agreement will be governed by the laws
of NEW SOUTH WALES.

ANC Resources Pty. Ltd.                     Signed            [Seal]
                                            /s/Wai Yok Lee
Witnessed

         Date

[                           ]               Signed   [Seal]

Witnessed

         Date



                                       2

<PAGE>



                                  Schedule 2
                                       
                                       
                           Standard of Tea Tree Oil


To the standard specified in the draft International Standard for Oil of the
Melaleuca - Terpinen- 4-ol type in ISO/DIS 4730 until the final International
Standard Oil of the Melaleuca - Terpinen- 4-ol type in ISO 4730 is issued were
upon the standard shall be that specified in ISO 4730.

Notwithstanding the above standard.

1.       the parties may agree in writing to a superior standard to the one
         specified above from time to time for the purposes of this Deed; and

2.       the Buyer may by written notice to the Seller nominate an inferior
         standard to the one specified above from time to time for the purposes
         of this Deed.



<PAGE>


                                  Schedule 3
                                       
                                       
                                  Named Ports


1.       In the case of Tea Tree Oil produced in China - from such ports
         situated in Hong Kong as are notified to the Buyer; or

2.       In the case of Tea Tree Oil produced in Vietnam - from such ports
         situated in Ho Chi Minh City are notified to the Buyer; or

3.       Such other ports notified to the Buyer from time to time.