AMERICAN BANKNOTE CORP /DE/
8-K, 1996-06-18
COMMERCIAL PRINTING
Previous: HECHINGER CO, 10-Q, 1996-06-18
Next: INTERNATIONAL FLAVORS & FRAGRANCES INC, SC 13D, 1996-06-18




                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM 8-K

                             CURRENT REPORT
                 Pursuant to Section 12, 13 or 15(d) of
                   THE SECURITIES EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported):  June 3,
1996

                      AMERICAN BANKNOTE CORPORATION
         (Exact name of Registrant as specified in its charter)

                                DELAWARE
             (State of other jurisdiction of incorporation)

               1-3410                             13-0460520
       (Commission File Number)                  (IRS Employer   

                                              Identification No.)

          200 Park Avenue,
            New York, NY                          10166-4999
      (Address of principal                       (Zip Code)
        executive offices)

     Registrant's telephone number,
       including area code:                     (212) 557-9100


<PAGE>
Item 2.  Acquisition or Disposition of Assets


     On June 3, 1996, American Banknote Corporation (the
"Corporation") acquired a 55% equity interest in Leigh-Mardon
Security Group ("Leigh-Mardon"), Australia's oldest and largest
security printer, from Amcor Limited ("Amcor").  Leigh-Mardon's
products and services include financial and telephone cards,
personalization systems, bank and personal checks, electronic
printing and service applications, driver's licenses, payment
systems and electronic point of sale terminals. The purchase
price, including fees and expenses in connection with the
acquisition and financing, amounted to approximately US$80
million (A$100 million), subject to adjustment.

     In connection with its acquisition of Leigh-Mardon, the
Corporation  invested approximately US$7 million in its
subsidiary, American Bank Note Australasia Ltd., an Australian
corporation ("ABAL") and an Amcor subsidiary acquired a 45%
equity interest in ABAL for approximately  US$7 million.

     The transaction was financed by the issuances of senior
financing ("Non-Recourse Senior Debt") of approximately US$53.6
million (A$67 million) and subordinated financing ("Non-Recourse
Subordinated Debt") of approximately US$18.4 million (A$23
million).  The excess proceeds of the financing and equity
investments will be used for working capital purposes.  The
Non-Recourse Senior Debt for the transaction is issued pursuant
to a Senior Debt Facility Agreement dated June 3, 1996 between
the purchaser and a syndicate of banks led by Bankers
Trust-Australia, which acted as manager for the borrowing and as
investment advisor to the Corporation.  The Non-Recourse
Subordinated Debt for the transaction is issued pursuant to a
Subordinated Debt Facility Agreement dated June 3, 1996 between
the purchaser and Amcor Investments Pty. Limited, an affiliate of
the sellers.  Both the Non-Recourse Senior and Non-Recourse
Subordinated Debt are obligations of ABAL.  Capitalized terms
used below and not defined herein have the meanings assigned to
them as set forth in the Senior Debt Facility Agreement dated
June 3, 1996 or the Subordinated Debt Facility Agreement dated
June 3, 1996, as the case may be.

     The Corporation's ABAL investment of US$7 million (excluding
expenses of the transaction) was made through an unrestricted
subsidiary of the Corporation, American Banknote Australasia
Holdings, Inc. ("ABNAH"), as such term is defined in that certain
indenture dated as of May 15, 1992 between the Corporation and
Chemical Bank, as trustee, as amended pursuant to a First
Supplemental Indenture dated as of May 23, 1994, relating the
Corporation's 10 3/8% Senior Notes due 2002 and that certain
indenture between the Corporation and The First National Bank of
Boston dated as of May 1, 1994, relating to the Corporation's 11
5/8% Senior Notes due 2002.

     Under the terms of the Non-Recourse Senior Debt, ABAL
incurred approximately A$67 million of indebtedness to the
lenders on a non-recourse basis to ABNAH and the Corporation. 
Under the facility, ABAL obtained a term loan facility in an
amount of up to approximately A$75 million (subject to adjustment
in the event certain assets have not been acquired following the
closing of the acquisition) and A$5 million as a letter of credit
facility to support additional working capital obligations that
could be incurred from time to time under revolving credit
arrangements with third-party lenders.  The Non-Recourse Senior
Debt, among other things, provides for principal to be paid in
semi-annual installments commencing June 1997 and to be paid in
full by May 2001.  Seventy-five percent of Surplus Cashflow, as
defined below, is required to be paid to the lenders as mandatory
pre-payment of the term loan portion of the facility.  Interest
accrues under the term loan facility of the Non-Recourse Senior
Debt at a rate of 1.75% plus the average 90-day Bank Bill Rate on
the outstanding principal balance, or at an alternative rate if
such Bank Bill Rate is not available.  At closing, approximately
A$67 million was borrowed under the term loan facility.

     Under the terms of the Non-Recourse Subordinated Debt, ABAL
incurred approximately A$23 million of indebtedness on a
non-recourse basis to ABNAH and the Corporation.  The
Non-Recourse Subordinated Debt, among other things, provides for
principal and capitalized interest to be paid in accordance with
the terms of the Non-Recourse Senior Debt, i.e., 25% of available
Surplus Cashflow after all other relevant amounts have been paid
under the Non-Recourse Senior Debt.   Surplus Cashflow is ABAL's
earnings before interest, taxes, depreciation and amortization,
on a consolidated basis, less interest under the Non-Recourse
Senior Debt, cash taxes paid, payments of principal under the
Non-Recourse Senior Debt facility, budgeted capital expenditures,
25% of interest and A$2.5 million for working capital purposes. 
Interest on the Non- Recourse Subordinated Debt accrues at a rate
of 8.07% per annum plus 4% upon amounts outstanding in excess of
A$20.5 million.  The Non-Recourse Subordinated Debt matures
September 2001, or earlier in certain circumstances.  ABAL is
required, at any time that the outstanding principal balance
under the Non-Recourse Senior Debt is less than $A50 million, to
seek to refinance the senior indebtedness term loan facility in
an amount in excess of $A50 million, with any excess being used
for repayment of the subordinated loan.  Refinancing is not
required if it was required to be made on terms substantially
less favorable than the terms of the current Non-Recourse Senior
Debt term loan.

     The Non-Recourse Senior and Non-Recourse Subordinated
facilities include various default, cross-default and
acceleration of maturity provisions including financial covenant
and ratio compliance requirements, restrictions on material
transactions and disposal of assets, and limitations on competing
businesses, additional indebtedness and distributions to
shareholders, including dividends to the Corporation out of
capital, profits, surplus or reserves.

     Pursuant to the terms of a Shareholders Agreement between
ABNAH, ABAL and Amcor, the Corporation has agreed to
certain requirements governing the management of the acquired
businesses, including certain supermajority (75%) vote on
approvals including capital changes and shareholder approval for
various material transactions.  ABAL is obligated to
use reasonable efforts to cause Amcor's interest to be
liquidated, including by way of a public offering, five years
after the closing.

<PAGE>
Item 7.  Financial Statements and Exhibits

     (a)  Financial Statements of Businesses Acquired:  Audited
financial statements of Leigh Mardon Security Division as
required by the rules of the Securities and Exchange Commission
are not available and cannot be provided at this time.  Financial
statements required pursuant to Regulation S-X will be filed
within 60 days after the date this Report is filed.

     (b)  Pro Forma Financial Information:

          Pro Forma Financial Statements of Leigh-Mardon are not
available and cannot be provided at this time.  Financial
information required pursuant of Article 11 of Regulation S-X
will be filed within 60 days after the date this Report is filed.

     (c)  Exhibits.

     2.1  Shareholder and Subscription Agreement between,
American Banknote Australasia Holdings Inc., Leigh-Mardon Pty
Limited and American Banknote Australasia Limited made on 3 June
1996.(1)(2)

     2.2  Senior Debt Facility Agreement dated June 3, 1996
between American Banknote Australasia Limited, ABN Holdings Pty
Ltd, ABN Pacific Pty Ltd, ABN Security Pty Ltd, ABN New Zealand
Limited, Dresdner Australia Limited, Societe Generale Australia
Limited, AIDC Limited, ABN AMRO Australia Limited, Bankers Trust
Australia Limited, BT Management Services PTY Limited.(1)(2)

     2.3  Subordinated Debt Facility Agreement dated June 3, 1996
between American Banknote Australasia Limited, Amcor Investments
Pty Limited and ABN Holdings Pty Ltd, ABN Pacific Pty Ltd, ABN
Security Pty Ltd, ABN New Zealand Limited.(1)(2) 

     2.4  Australian Sale Agreement between Leigh-Mardon Pty
Limited (the Vendor), ABN Security Pty Ltd (the Business
Purchaser), ABN Holdings Pty Ltd (the Fortronic Shares
Purchaser), ABN Pacific Pty Ltd (the PSS Shares Purchaser),
Containers Pty Limited (the Vendor Guarantor) and American
Banknote Australasia Limited (the Purchasers' Guarantor) made on
10 April 1996.(1)(2)

     2.5  Master Agreement between Leigh-Mardon Pty Limited (the
Australian Vendor), Containers Packaging (N.Z.) Limited, Kiwi
Packaging (Cartons) Limited, Leigh-Mardon (NZ) Limited, ABN
Security Pty Ltd (the Business Purchaser), ABN Holdings Pty Ltd
(the Fortronic Shares Purchaser), ABN Pacific Pty Ltd (the PSS
Shares Purchaser), ABN New Zealand Limited (the New Zealand
Purchaser), American Banknote Australasia Limited (the
Purchasers' Guarantor) and Containers Pty Limited (the Vendor
Guarantor) made on 10 April 1996.(1)(2)

     2.6  New Zealand Sale Agreement between Containers Packaging
(N.Z.) Limited, Leigh-Mardon (NZ) Limited, Kiwi Packaging
(Cartons) Limited, ABN New Zealand Limited (the New Zealand
Purchaser), American Banknote Australasia Limited (the
Purchasers' Guarantor) and Containers Pty Limited (the Vendor
Guarantor) made on 10 April 1996.(1)(2)

__________________________
(1)  Filed herewith. 
(2)  Portions have been deleted pursuant to a request for
confidential treatment filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934.

<PAGE>
                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                          AMERICAN BANKNOTE CORPORATION

Dated:  June 18, 1996     By:    /s/   John T. Gorman            
                                 John T. Gorman, Executive       

                                 Vice President and Chief        

                                 Financial Officer


<PAGE>

INFORMATION HEREIN MARKED WITH "[CT REQUESTED]" HAS BEEN DELETED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER
THE SECURITIES EXCHANGE ACT OF 1934.



             SHAREHOLDERS AND SUBSCRIPTION AGREEMENT

This agreement is made on 3 June 1996 Between: AMERICAN BANKNOTE
AUSTRALASIA HOLDINGS INC., a company incorporated in the United
States of America, of 200 Park Avenue, 49th Floor, New York 
10166, New York, USA  ("ABN") And: LEIGH-MARDON PTY LIMITED (ACN
004 432 633), a company incorporated in Australia, of 679
Victoria Street, Abbotsford, Victoria, Australia ("LM") And:
AMERICAN BANKNOTE AUSTRALASIA LIMITED (ACN 072 664 692), a
company incorporated in Australia, of 525 Collins Street,
Melbourne, Victoria, Australia ("Company")

RECITALS:

Leigh-Mardon Pty Limited, Containers Packaging (N.Z.) Limited,
Kiwi Packaging (Cartons) Ltd, Leigh-Mardon (N.Z.) Limited, ABN
Security Pty Ltd (ACN 072 977 292) ("Business Purchaser"), ABN
Holdings Pty Ltd (ACN 072 977 229) ("Fortronic Shares
Purchaser"), ABN Pacific Pty Ltd (ACN 072 977 265 ("PSS Shares
Purchaser"), ABN New Zealand Limited ("New Zealand Purchaser"),
the Company and Containers Pty Ltd (ACN 004 275 165) have entered
into various agreements dated 10 April 1996 to the effect that:
(a)  the Fortronic Shares Purchaser is to purchase shares in
Fortronic Technology Pty Ltd (ACN 006 412 657), [CT REQUESTED]
(ACN 002 752 730) and the Business Purchaser is to purchase
certain assets and assume certain liabilities and obligations
relating to the Australian Business ("Australian Sale
Agreement"); and (b)  the New Zealand Purchaser is to purchase
certain assets and assume certain liabilities and obligations
relating to the New Zealand Business ("NZ Sale Agreement"), (the
"Acquisition"). B.   As part of the funding for the Acquisition
and in accordance with the Underwriting Agreement, ABN and LM
have each agreed to subscribe for certain shares in the Company
on the terms and conditions of this agreement. 

OPERATIVE PROVISIONS: INTERPRETATION The following words have
these meanings in this agreement unless the contrary intention
appears. Acquisition Agreement means the Australian Sale
Agreement and the New Zealand Sale Agreement. Articles means the
articles of association of the Company as altered or added to
from time to time, the initial form of which is set out in
annexure A.  Australian Business has the meaning given to the
term "Business" in the Australian Sale Agreement. Board means
some or all of the Directors acting as a board of the Company. 
Business means collectively the Australian Business and the New
Zealand Business. Business Day means a day on which banks are
open for general banking business in Victoria. Chairman means the
person appointed as such under clause 4(b), the first of whom
will be Morris Weissman. [CT REQUESTED] or interested in a
material respect anywhere in the world in: [CT REQUESTED]
Commencement Date means the date which is defined as the First
Completion Date in the Australia Sale Agreement.  Director means
a director of the Company.  First Completion has the meaning
given to that term in the Australian Sale Agreement. Group means
the Company and all Subsidiaries of the Company from time to
time.  LM Shares means the Shares held by LM from time to time.
New Zealand Business has the meaning given to the term "Business"
in the New Zealand Sale Agreement. Party means a party to this
agreement. Related Body Corporate has the same meaning as in the
Corporations Law.  Senior Debt means the terms cash advance of
approximately [CT REQUESTED] to [CT REQUESTED] made by a
syndicate of banks managed by BT Management Services Pty Limited
(ACN 008 640 168) to the Company effective on or about the
Commencement Date. Share means an ordinary issued share of $1.00
in the capital of the Company.  Shareholder means either of ABN
and LM.  Subsidiary has the same meaning as in the Corporations
Law. Underwriting Agreement means the underwriting agreement
entered into by LM, the Company and ABN on 10 April 1996. In this
agreement unless the contrary intention appears: a reference to a
clause, schedule, annexure or appendix is a reference to a clause
of or schedule, annexure or appendix to this agreement and
references to this agreement include any recital, schedule,
annexure or appendix; a reference to this agreement or another
instrument includes any variation or replacement of either of
them; a reference to a statute, ordinance, code or other law
includes regulations and other instruments under it and
consolidations, amendments, re-enactments or replacements of any
of them; the singular includes the plural and vice versa; the
word person includes a firm, a body corporate, an unincorporated
association or an authority; a reference to a person includes a
reference to the person's executors, administrators, successors,
substitutes (including, but not limited to, persons taking by
novation) and assigns; an agreement, representation or warranty
in favour of two or more persons is for the benefit of them
jointly and severally; an agreement, representation or warranty
on the part of two or more persons binds them jointly and
severally; if a period of time is specified and dates from a
given day or the day of an act or event, it is to be calculated
exclusive of that day; a reference to a day is to be interpreted
as the period of time commencing at midnight and ending 24 hours
later; and if an event must occur on a stipulated day which is
not a Business Day then the stipulated day will be taken to be
the next Business Day. Headings are inserted for convenience and
do not affect the interpretation of this agreement. For the
purposes of this agreement, ABN may hold Shares itself or through
a nominee and LM may hold Shares itself or through a nominee and,
in any such event, ABN or LM (as the case may be) will procure
the execution by its nominee of a deed of adherence under which
it agrees to be bound by all of the terms of this agreement. 

COMMENCEMENT DATE EVENTS The Parties agree to take all requisite
steps within their power to procure, on the Commencement Date:
the Articles to be to the effect set out in annexure A; the
authorised capital of the Company to be $1 billion divided into 1
billion ordinary shares of $1.00 each;  that:  ABN (or a nominee
of ABN) subscribes for [CT REQUESTED] Shares at par and pays the
issue price for them (being [CT REQUESTED]) to the Company;  LM
(or a nominee of LM) subscribes for [CT REQUESTED] Shares at a
premium of [CT REQUESTED] and pays the issue price for them
(being [CT REQUESTED]) to the Company,  and the Company allots
and issues those Shares; the Board to be constituted in
accordance with clause 4; and each Share to be issued so that: 
each Share carries with it the right to one vote; and  dividends
are payable by the Company, as declared from time to time by the
Directors, proportionately to the par value of the Shares. Each
of the events specified in clause 2.1 is interdependent with each
of the others and none of them shall be deemed to have occurred
unless all of them have occurred.  Payments of amounts referred
to in clause 2.1 must be made by bank cheque.

CONDITION PRECEDENT Notwithstanding clause 2.1, subscription for
the Shares is conditional on First Completion.  For the purpose
of removing doubt, it is acknowledged by the Parties that this
condition will be fulfilled if (and only if) subscription for the
Shares in accordance with clause 2.1 occurs simultaneously with
First Completion. BOARD OF DIRECTORS The Parties agree to procure
that the Articles at all times contain provisions to the
following effect: 

Unless otherwise agreed by the Shareholders, the Board is to
consist of no more than [CT REQUESTED] Directors of which: for so
long as LM holds more than [CT REQUESTED] but [CT REQUESTED] or
less of all Shares: (A)  ABN is entitled to appoint [CT
REQUESTED] Directors; and

(B)  LM is entitled to appoint [CT REQUESTED] Director; and

for so long as LM holds more than [CT REQUESTED] of all Shares:
(A)  ABN is entitled to appoint [CT REQUESTED] Directors; and

(B)  LM is entitled to appoint [CT REQUESTED] Directors.

Each Shareholder is entitled to remove any Director appointed by
it under clause 4(a)(i)(A) or (B) or 4(a)(ii)(A) or (B) and to
replace a Director so appointed by it who vacates office for any
reason. 

ABN is entitled to appoint, remove and replace a chairman from
its appointed Directors. An appointment, removal or replacement
of a Director or Chairman must be notified in writing to the
Company.  An appointment, removal or replacement is effective on
delivery of the notice to the registered office of the Company or
from any later time specified in the notice.  Each Director may
appoint an alternate director or a proxy or both, in accordance
with the Articles.  The quorum for meetings of Directors is the
presence in person or by alternate or proxy of: where LM has
appointed a Director in accordance with clause 4(a)(i)(B) or
(ii)(B), three Directors which include a Director so appointed by
LM unless waived by LM; and where LM has not appointed a Director
in accordance with clause 4(a)(i)(B) or (ii)(B), any two
Directors.  Initialled However, if a meeting of Directors cannot
proceed because of the absence of a Director appointed by LM in
accordance with clause 4(a)(i)(B) or (ii)(B), and the meeting is
reconvened in accordance with the Articles, the quorum for the
reconvened meeting is any three two Directors, regardless of the
identity of their appointors. (f)  Decisions at meetings of
Directors are to be made by a simple majority of votes.  The
Chairman is entitled to cast both a deliberative and a casting
vote at meetings of Directors and Shareholders.

RESPONSIBILITIES OF THE BOARD, PARTIES, COMPANY AND SHAREHOLDERS
General Responsibilities of the Board Subject to this agreement,
the Board is to be responsible for managing the Business and
affairs of the Group, including but not limited to:  establishing
the general policies of the Group;  establishing the strategic
priorities and objectives of the Group;  establishing the
financial objectives and criteria of the Group;  determining
matters of a major or unusual nature which are not in the
ordinary course of business of the Group; and  developing and
adopting by the first day of each financial year of the Group a
business plan and budget for the ensuing financial year. Specific
Responsibilities of the Parties Each Party agrees to take steps
which for the time being are within its power and are necessary
to procure that:  the Group has complete independence in its
operations and transacts all of its business on arm's length
terms unless the Shareholders agree otherwise or unless in
accordance with the terms of the Senior Debt; the Board of the
Company:  appoints Deloitte Touche Tohmatsu as the first auditors
of the Group (but without prejudice to the appointment of KPMG to
undertake the completion audit as referred to in clause 4 of the
Australian Sale Agreement and clause 4 of the New Zealand Sale
Agreement);  appoints National Australia Bank Limited as the
first bankers to the Group; and resolves that the registered
office of the Company and head office of the Group be at 1144
Nepean Highway, Highett, Victoria; the Board meets quarterly or
more frequently (as necessary to comply with its obligations) as
reasonably requested by any Director; Board meetings are held in
Melbourne or Sydney unless the Directors agree otherwise; except
where a Director consents to shorter notice or where a Director
otherwise attends a meeting having been given shorter notice, at
least 14 days' notice is given to each Director of all meetings
of the Board together with an agenda specifying in reasonable
detail the matters to be discussed at the relevant meeting and
any relevant papers for discussion at that meeting; a copy of the
agenda and the relevant papers are given to each Shareholder at
the same time as they are given to each Director; and the actions
of each Subsidiary of the Company are consistent in every
material respect with the obligations of the Company under this
agreement. [CT REQUESTED] [CT REQUESTED] of Shareholders is
required before the Company may: [CT REQUESTED] in any way; [CT
REQUESTED] in any way; or [CT REQUESTED] in any way. [CT
REQUESTED] At least 30 days before the commencement of each
financial year of the Company, the Company shall prepare and
submit to the Directors for approval a detailed draft operating
budget for the Group for that next financial year.  The budget
must be on a calendar month basis and must include estimated
major items of revenue and capital expenditure and be accompanied
by a cash-flow forecast and a balance sheet showing the projected
position of the Group as at the end of that next financial year.
The Board shall consider and vote on each budget at least 14 days
before the commencement of the financial year to which it
relates.  The Board may approve a budget with or without
amendment, and give conditional or unconditional approval of any
item in the budget.  Approval of an item in a budget constitutes
authority for the managing director of the Company to undertake
all relevant action and incur all approved expenditure in
relation to that item subject to compliance with any condition of
that approval. The Company may, if at any time circumstances
require it, prepare a revised or supplementary budget and submit
it to the Directors for approval at a meeting of the Board
convened at least 14 days before the proposed implementation date
of the revised or supplementary budget. Financial information The
Company shall provide to each Director: as soon as practicable
(and in any event not later than 30 days) after the end of each
calendar quarter, unaudited management accounts which must
include a detailed profit and loss account, balance sheet and
cash-flow statement, an analysis of sales and other revenues, a
review of the budget together with a reconciliation of results
with revenue and capital budgets for the corresponding quarter
and a statement of the source and application of funds for that
quarter; as soon as practicable after the end of each of its
financial years, copies of the audited balance sheet and profit
and loss account of the Group; and any other information the
Shareholders may at any time reasonably require as to any
material matter relating to the Business or the financial
condition of the Group. FUNDING Except as provided in this
agreement, no Shareholder is obliged to provide any future
funding to the Group or to guarantee or support any obligations
in respect of any future funding to the Group by any other
person.

SHAREHOLDER APPROVALS The Shareholders will procure that no
action is taken or resolution passed by the Company in respect of
the following matters except with the approval of a special
resolution [CT REQUESTED] of Shareholders: a transaction or
series of related transactions (whether at one time or over a
period of time) involving [CT REQUESTED] of the Group as shown in
the latest audited balance sheet of the Group; the entering into
of a transaction or series of related transactions (whether at
one time or over a period of time) involving the incurring of any
[CT REQUESTED] by the Group, in any period of [CT REQUESTED], of
an amount equal to or exceeding [CT REQUESTED] excluding
transactions authorised expressly or impliedly in any capital
expenditure budget; the cessation of any material business
operation of the Group or a material change in the nature or
scope of the business of the Group; and the change of domicile or
place of incorporation of the Company.

EXIT BY LM ABN must use its reasonable endeavours to arrange for
the sale of the LM Shares within 5 years, whether by private or
public sale or public flotation or any other means agreed to by
LM.

PRE-EMPTIVE RIGHTS The Parties agree to procure that the Articles
at all times contain provisions to the following effect: any
Shareholder wishing to sell all or any of its Shares (other than
to a Related Body Corporate of the Shareholder) ("Selling
Shareholder") must first offer all of the Shares it wishes to
sell to each other Shareholder in the Company ("Offeree
Shareholders") on terms the same as and at a price equal to or
less than the terms on which and the price at which the Selling
Shareholder proposes to sell the Shares; the Offeree Shareholders
are given at least 45 days to decide whether to accept the offer
by the Selling Shareholder; if some or all of the offers by the
Selling Shareholder are accepted by Offeree Shareholders so that
those Offeree Shareholders have accepted the offers in respect of
more than the number of Shares covered by the offers, those
acceptances will take effect on a pro rata basis by reference to
the number of Shares then held by those Offeree Shareholders.  If
some or all of the offers by the Selling Shareholder are accepted
by Offeree Shareholders so that those Offeree Shareholders have
accepted the offers in respect of the same number of Shares
covered by the offers, those acceptances will take effect
accordingly.  If some or all of the offers by the Selling
Shareholder are not accepted by Offeree Shareholders so that
Offeree Shareholders have accepted the offers in respect of none
of, or less than, the number of Shares covered by the offers,
those acceptances (if any) will take effect accordingly and the
Selling Shareholder may sell its remaining Shares on terms the
same as the terms and at the price or a higher price than the
price offered in accordance with clause 9(a) at any time in the
60 days following the expiry of the offer period of 45 days
referred to in clause 9(b); if the Selling Shareholder does not
sell its remaining Shares on such terms and at such price in
those 60 days, this clause 9 shall thereafter continue to apply
in respect of those remaining Shares; any purchaser of Shares
under clause 9(c) must execute a deed of adherence under which it
agrees to be bound by all of the terms of this agreement; and
notwithstanding anything else in this clause 9, LM is not at any
time permitted to sell all or any of its Shares to a Competitor.
DISPUTE RESOLUTION Endeavour to settle If a dispute arises
between the Parties in connection with, or if a Party considers
that another Party has breached its obligations under, this
agreement, the Parties undertake in good faith to use all
reasonable endeavours to settle the dispute.  Arbitration If: a
Party has given to the other Parties notice of a dispute in
connection with this agreement; and  the Parties are unable in
good faith to settle the dispute within 30 days after the notice
has been received by the other Parties,  then the dispute may be
submitted to an arbitrator for arbitration in accordance with
this clause 10.  The period of time referred to in paragraph (b)
may be extended by agreement between the Parties.  Procedure of
arbitration If a Party wishes to submit a dispute to arbitration
it must notify the other Parties of its wish to do so within 14
days after the period referred to in clause 10.2 has expired.  
The following procedures apply to the appointment of an
arbitrator for the purposes of any arbitration proceedings under
this clause:  the Parties must meet to attempt to agree to
appoint an arbitrator within 14 days after receipt of the
notification referred to in clause 10.3;  if the Parties do not
agree on the arbitrator to be appointed within the period
referred to in paragraph (a), the Party seeking arbitration must
request the President or Acting President of the Institute of
Arbitrators of Australia to appoint an arbitrator within 14 days
after the request is made.  The arbitration is to be conducted in
accordance with the Institute of Arbitrators of Australia Rules
for the Conduct of Commercial Arbitration. The Parties agree to
request the arbitrator to make his determination within 3 months
after the dispute is submitted for arbitration.  The Parties may
be represented at the arbitration by a duly qualified legal
practitioner or other representative.  The award of the
arbitrator (whether unanimous or not) is final and binding upon
all Parties and the award may be registered, or judgment upon the
award obtained, in any court of competent jurisdiction.  As part
of the arbitration award, the Parties agree to request the
arbitrator to allocate the costs and expenses of the arbitration
amongst the Parties in a manner deemed equitable by the
arbitrator.

To the maximum extent permitted by law, the Parties agree not to,
and waive their rights to, commence proceedings in any court or
to commence any administrative proceedings in relation to any
dispute in connection with this agreement and, for the avoidance
of doubt, a Party may not commence any judicial or administrative
proceeding in connection with a dispute arising in connection
with this agreement unless and until an award has been made by
the arbitrator appointed under this clause 10.

TERMINATION Termination Events This agreement is terminated on
the earliest to occur of the following: on the date agreed by the
Shareholders; when one Shareholder becomes the holder or becomes
entitled to become the holder of all the Shares; when LM and its
Related Bodies Corporate cease to be or to be entitled to be the
holder of any LM Shares. Accrued rights survive Termination of
this agreement does not affect any accrued rights or liabilities
of a Party.

INCONSISTENCY WITH ARTICLES The Parties intend that if an
inconsistency arises between the Articles and this agreement,
this agreement should prevail to the extent of the inconsistency
and each Party agrees to take any steps which for the time being
are within its power and are necessary to procure that the
Articles are altered to eliminate the inconsistency.

NOTICES A notice, approval, consent, or other communication in
connection with this agreement: must be in writing; must be left
at the address of the addressee or, except where it is required
to be delivered, sent by prepaid ordinary post (airmail if posted
to or from a place outside Australia) to the address of the
addressee or sent by facsimile to the facsimile number of the
addressee which is specified in this clause or if the addressee
notifies another address or facsimile number then to that address
or facsimile number. The address and facsimile number of each
Party is: ABN and the Company Address:       49th Floor, 200 Park
Avenue, New York Facsimile:     (1212) 5829201 New York, USA
Attention:     Mr M. Weissman LM Address:       679 Victoria
Street, Abbotsford, Victoria Facsimile:     (613) 9320 8392
Attention:     The Company Secretary A notice, approval, consent
or other communication takes effect from the time it is received
unless a later time is specified in it. A letter or facsimile is
taken to be received: in the case of a posted letter, on the
third (seventh, if posted to or from a place outside Australia)
day after posting;  and in the case of facsimile, on production
of a transmission report by the machine from which the facsimile
was sent which indicates that the facsimile was sent in its
entirety to the facsimile number of the recipient.

MISCELLANEOUS Exercise of Rights A Party may exercise a right,
power or remedy at its discretion, and separately or concurrently
with another right, power or remedy.  A single or partial
exercise of a right, power or remedy by a Party does not prevent
a further exercise of that or of any other right, power or
remedy.  Failure by a Party to exercise or delay in exercising a
right, power or remedy does not prevent its exercise. Waiver and
variation A provision of or a right created under this agreement
may not be: waived except in writing signed by the Party granting
the waiver; or varied except in writing signed by the Parties.
Approvals and consents A Party may give conditionally or
unconditionally or withhold its approval or consent in its
absolute discretion unless this agreement expressly provides
otherwise. Remedies cumulative The rights, powers and remedies
provided in this agreement are cumulative with and not exclusive
of the rights, powers or remedies provided by law independently
of this agreement. Survival of warranties and indemnities Each
warranty and indemnity in this agreement is a continuing
obligation, separate and independent from the other obligations
of the Parties and survives termination of this agreement.
Further assurances Each Party agrees, at its own expense, on the
request of another Party, to do everything reasonably necessary
to give effect to this agreement and the transactions
contemplated by it, including, but not limited to, the execution
of documents, and to use all reasonable endeavours to cause
relevant third parties to do likewise. No partnership Nothing
contained or implied in this agreement constitutes a Party the
partner, trustee, agent or representative of another Party or for
any purpose or creates any partnership, agency or trust, and no
Party has any authority to bind another Party in any way. 

REPRESENTATIONS AND WARRANTIES Each Party represents and warrants
to each other Party that (except as expressly disclosed in this
agreement or consented to by the other Party) each of the
following statements is true and correct and will be true and
correct at the Commencement Date.  It is a corporation duly
incorporated and validly existing under the laws of the place of
its incorporation.  It has the power to enter into and perform
its obligations under this agreement, to carry out the
transactions contemplated by this agreement and to carry on its
business as now conducted or contemplated.  It has taken all
necessary corporate action to authorise the entry into and
performance of this agreement and to carry out the transactions
contemplated by this agreement. This agreement is its valid and
binding obligation enforceable in accordance with its terms,
subject to any necessary stamping and registration.  The
execution and performance by it of this agreement and each
transaction contemplated under this agreement did not and will
not violate in any respect a provision of:  a law or treaty or a
judgment, ruling, order or decree of a government or governmental
authority or agency binding on it;  its memorandum or articles of
association or other constituent documents; or  any other
document or agreement which is binding on it or its assets. 

ENTIRE AGREEMENT This agreement and the agreements contemplated
by this agreement constitute the entire agreement of the Parties
with reference to the subject matter and any previous agreements,
understandings and negotiations on that subject matter cease to
have any effect.

COSTS AND STAMP DUTY Each Party must pay its own costs
(including, without limitation, legal costs and the costs of
financial advisors) and expenses arising out of the preparation,
execution, completion and carrying into effect of this agreement
and other related documentation. ABN agrees to bear all stamp
duty payable or assessed in connection with this agreement, other
than stamp duty payable on any transfer of LM Shares to a person
other than ABN or any of its Related Bodies Corporate. 

GOVERNING LAW  This agreement and the transactions contemplated
by this agreement are governed by the law in force in Victoria.

EXECUTED as an agreement.

THE COMMON SEAL of AMERICAN BANKNOTE AUSTRALASIA HOLDINGS INC. is
affixed in accordance with its articles of association in the
presence of:

 ) ) ) )



Morris Weissman .................................. Signature of
authorised person Director ..................................
Office held MORRIS WEISSMAN ..................................
Name of authorised person (block letters)



 Morris Weissman, as attorney in fact for Harvey Kesner
 ................................. Signature of authorised person 

    Director ................................. Office held      
Morris Weissman ................................. Name of
authorised person (block letters)

 SIGNED FOR AND ON BEHALF of LEIGH-MARDON PTY LIMITED by its
authorised attorney in the presence of:

 ) ) ) )

 Cathy Heeley .................................. Signature of
witness

 .................................. Office held Catherine Heeley
 .................................. Name of witness (block
letters)



P Goodman ................................. Signature of
authorised person      Attorney .................................
Office held       Paul Jeffrey Goodman
 ................................. Name of authorised person
(block letters)



THE COMMON SEAL of AMERICAN BANKNOTE AUSTRALASIA LIMITED is
affixed in accordance with its articles of association in the
presence of:

 ) ) ) ) Common Seal for American Banknote Australasia Limited
affixed

Morris Weissman .................................. Signature of
authorised person Director ..................................
Office held Morris Weissman ..................................
Name of authorised person (block letters)



 Phillip John McIntyre Gray .................................
Signature of authorised person       Director
 ................................. Office held       PHILLIP JOHN
MCINTYRE GRAY ................................. Name of
authorised person (block letters)


<PAGE>


INFORMATION HEREIN MARKED WITH "[CT  REQUESTED]" HAS BEEN
DELETED PURSUANT TO  A REQUEST FOR CONFIDENTIAL TREATMENT  FILED
WITH THE SECURITIES AND EXCHANGE  COMMISSION PURSUANT TO RULE
24B-2 UNDER  THE SECURITIES EXCHANGE ACT OF 1934.



                     SENIOR DEBT FACILITY AGREEMENT



AGREEMENT dated    1996 between:

1.    AMERICAN BANKNOTE AUSTRALASIA LIMITED (ACN 072 664 692)
incorporated in Victoria of Level 28, 525 Collins Street,
Melbourne, Victoria (to be renamed ABN Holdings Limited) (the
Borrower);

2.    EACH COMPANY set out in schedule 1 or which has executed a
Guarantor Accession Deed (each, a Guarantor);

3.    EACH BANK OR FINANCIAL INSTITUTION set out in schedule 2
(each, a Participant); and

4.    BT MANAGEMENT SERVICES PTY LIMITED (ACN 008 640 168) of The
Chifley Tower, 2 Chifley Square, Sydney, New South Wales as agent
for the Participants (in this capacity, the Agent).

 RECITAL

The Borrower and each Guarantor has requested the Participants to
provide the Borrower with facilities under which financial
accommodation may be made available to the Borrower.

 IT IS AGREED as follows.

1.    DEFINITIONS AND INTERPRETATION

1.1   Definitions

     The following definitions apply unless the context requires
otherwise.  ABN means American Banknote Corporation incorporated
in Delaware of 49th Floor, 200 Park Avenue, New York, New York. 
ABNAH means American Banknote Australasia Holdings Inc.,
incorporated in Delaware of 49th Floor, 200 Park Avenue, New
York, New York.  ABN Pacific means ABN Pacific Pty Limited (ACN
072 977 265).

     Accommodation Date means a Drawdown Date or a Selection
Date.  Accounts means profit and loss accounts, balance sheets
and cash flow statements together with any statements, reports
(including, without limitation, any directors' and auditors'
reports) and notes attached to or intended to be read with any of
them.  AIL means Amcor Investments Pty Limited (ACN 004 345 868)

     [CT REQUESTED] means the cash advance of:

     (a)    [CT REQUESTED] if Scenario 1 occurs;

     (b)    [CT REQUESTED] if Scenario 2 occurs; and

     (c)    [CT REQUESTED] if Scenario 3 occurs,

     which AIL has provided or is to provide to the Borrower. 
Asset has the meaning given in each of the Australian Sale
Agreement and the New Zealand Sale Agreement.  Associate in
relation to an entity means:

     (a)    a Related Corporation of that entity;

     (b)    an entity, or the trustee or manager of a trust, 
which has a Controlling Interest in that entity, or  a Related
Corporation of that entity;

     (c)    a Related Corporation of an entity included in 
paragraph (b) or (e);

     (d)    an executive director of that entity or an entity 
included in paragraph (a), (b) or (c) or of the  manager or of
the trustee of any trust included in  paragraph (a), (b) or (c)
or a spouse, child, parent  or sibling of that director;

     (e)    a corporation, or the trustee or manager of a trust, 
in which one or more entity or person mentioned in  paragraph
(a), (b), (c), (d), (e), (f) or (g) alone  or together has a
Controlling Interest;

     (f)    the trustee of a discretionary trust of which an 
entity or person included in paragraph (a), (b),  (c), (d), (e)
or (g) is a beneficiary (whether or  not through one or more
other discretionary trusts);  or

     (g)    an entity of which an executive director of that 
entity or a Related Corporation of that entity is  also a
director.

     For the purposes of this definition:

     (i)    where a person is a beneficiary of a discretionary 
trust, that person will be taken to own, and  control, all the
assets of that trust;

     (ii)   director has the meaning given in the Corporations 
Law; and

     (iii)  a person has a Controlling Interest in a corporation 
or trust if:

 (A)   the corporation or its directors, or the  trustee or
manager of the trust or its  directors, are accustomed, or under
an  obligation, whether formal or informal, to  act in accordance
with the directions,  instructions or wishes of that person or of

that person in concert with others; or

 (B)   the person has a relevant interest (as  defined in the
Corporations Law) in more than  51% of the issued or voting
shares, units or  other interests in the corporation or trust 
(in number, voting power or value), or would  have that relevant
interest if any rights  were exercised to subscribe for, or
acquire  or convert into, shares, units or other  interests which
are issued or  unissued.  The  definition of relevant interest
applies as if  units or other interests were shares.

     [CT REQUESTED] Agreement means the Sale Agreement dated [CT
REQUESTED] between the Borrower, [CT REQUESTED] relating to the
sale and purchase of the [CT REQUESTED] of the Business.

     Authorisation includes:

     (a)    any consent, authorisation, registration, filing, 
lodgement, agreement, notarisation, certificate,  permission,
licence, approval, authority or  exemption from, by or with a
Governmental Agency; or

     (b)    in relation to anything which will be fully or 
partly prohibited or restricted by law if a  Governmental Agency
intervenes or acts in any way  within a specified period after
lodgement, filing,  registration or notification, the expiry of
that  period without intervention or action.

     Authorised Officer means:

     (a)    in respect of the Borrower or any Guarantor, any 
director or secretary, or any person from time to  time nominated
as an Authorised Officer by the  Borrower or the relevant
Guarantor by a notice to  the Agent accompanied by certified
copies of  signatures of all new persons so appointed; and

     (b)    in respect of the Agent or a Participant, any person 
whose title or acting title includes the word  Manager or
President or cognate expressions, or any  secretary or director.

     Availability Period means for:

     (a)    the Term Facility, subject to clause 10.4(f) the [CT 
REQUESTED] and expiring on [CT REQUESTED] (or such  later period
as the Agent and the Borrower may agree  in writing) or, if
earlier, [CT REQUESTED]; or

     (b)    the [CT REQUESTED], the period commencing on [CT 
REQUESTED] and expiring on [CT REQUESTED] (or such  later period
as the [CT REQUESTED]) or, if earlier,  the date on which all LC
Commitments are cancelled.

     BABN  means BABN Technologies Corporation, incorporated in
Canada.  Bank Bill Rate in relation to a Funding Period means:

     (a)    the rate determined by the Agent to be the [CT 
REQUESTED] displayed at or about 10.30 am (Sydney  time) on the
first day of [CT REQUESTED] for a term  equivalent or
approximately equivalent to the [CT  REQUESTED]; or

     (b)    if:

 (i)   for any reason there is no rate displayed for  a period
[CT REQUESTED]; or

 (ii)    the basis on which that rate is displayed is  changed
and in the opinion of the Agent that  rate ceases to reflect the
Participants' cost  of funding to the same extent as at the date 
of this Agreement,

 then the [CT REQUESTED] will be the [CT REQUESTED].  If there
are no [CT REQUESTED] will be the [CT  REQUESTED].

     Rates will be expressed as a [CT REQUESTED].  Beneficiary
means the beneficiary of a Letter of Credit.  Bill means a Bill
of Exchange as defined in the Bills of Exchange Act 1909. 
Business means the security printing business carried on at the
date of this Agreement by Fortonic, PSS and the Purchase
Divisions which is to be purchased by any Group Member under the
Sale Agreements and then carried on by the Group, as it may
develop or be expanded from time to time.  It includes, without
limitation:  (a)    the manufacture and supply of personalised
cheques  and cheque books, deposit books, bank cheques,  postal
money orders and bearer securities;

     (b)    the provision of electronic printing services 
including for cheque and credit card statements, car 
registrations, superannuation statements and council rate
notices;

     (c)    the manufacture and supply of plastic transaction 
cards, telephone cards, plastic promotional and membership cards
and photographic drivers and  firearms licences;

     (d)    the provision of bureau personalisation services, 
encoding and barcoding services;

     (e)    the sale and/or maintenance of photographic, 
personalisation and encoding equipment;

     (f)    if Scenario 2 or Scenario 3 occurs, the manufacture 
and supply of lottery tickets and other gaming or  wagering
materials; and

     (g)    anything developed from the above.

     Business Day means a weekday on which banks are open in
Sydney and Melbourne.

     Charge means any charge, debenture or other Security
Interest given by the Borrower or a Guarantor to secure the
Secured Moneys (including without limitation the Debenture Trust
Deed and any Satisfactory Charge).  Collateral Security means any
Security Interest, Guarantee or other document or agreement at
any time created or entered into as security for any Secured
Moneys.  Commitment in relation to a Participant means:

     (a)    in relation to the Term Facility, its Term 
Commitment; and

     (b)    in relation to the LC Facility, its LC Commitment.

     Completion has the meaning given to "First Completion" in
the Sale Agreements.  Current Assets means at any time the total
amount shown by the Accounts as current assets of the Group on a
consolidated basis.

     Current Liabilities means at any time the total amount shown
by the Accounts of all current liabilities of the Group on a
consolidated basis in respect of Financial Indebtedness or
otherwise (including the Principal Outstanding payable in the
immediately following 12 month period).  Debenture Trust Deed
means the Debenture Trust Deed dated on or before the date of
this agreement between the Borrower, the Guarantors and BT
Securities Limited.  [CT REQUESTED] means an amount calculated as
follows:

     [CT REQUESTED]

     Where:

     [CT REQUESTED];

     [CT REQUESTED]

     [CT REQUESTED].  Distribution means, in relation to a
company, any payment or distribution of any money or other assets
to a shareholder of the company or an Associate of the company or
that shareholder, including without limitation:  (a)    any
dividend or other distribution, whether of a  capital or revenue
nature, to a company's  shareholders or stockholders as such; 
(b)    any application or distribution of any property or  assets
to purchase, redeem or otherwise retire any  shares or stock in a
company;  (c)    any reduction (followed by any distribution) of
a  company's capital;  (d)    any payment or exchange of property
or assets for  property, assets or services for a consideration 
which (independently valued) exceeds the fair market  value of
the property, assets or services acquired,  or any gift;  (e)   
any management or other fee;

     (f)    any interest or principal under a loan; and

     (g)    any transfer or settlement or setting aside of 
property or assets to meet or effect any other  Distribution
mentioned above,

     but does not include:

     (h)    any director's fee determined at market rates; and

     (i)    any distribution required or permitted under the 
Term Facility or the LC Facility.

     Drawdown Date means the date on which any accommodation
under this Agreement is or is to be drawn using any Undrawn
Commitments.  Drawdown Notice means a notice under clause 5.  [CT
REQUESTED] means in respect of any period the amount shown by [CT
REQUESTED].

     [CT REQUESTED] means in respect of any period the amount
shown by [CT REQUESTED].

     Environmental Law means a provision of a law or a law, which
relates to an aspect of the environment or health.

     Equity Investor means any person, other than ABNAH, who
subscribes for ordinary shares in the Borrower.  Event of Default
has the meaning in clause 18.1.  Excluded Tax means:

     (a)    any Tax imposed by a jurisdiction (other than 
Australia or any political subdivision or Taxing  authority of or
in Australia) solely as a  consequence of any Indemnified Party
being organised  or doing business in that jurisdiction;

     (b)    any Tax imposed on the net income or revenues of an 
Indemnified Party:

 (i)   by any jurisdiction outside Australia; or

 (ii)    by Australia or any political subdivision or  Taxing
authority of or in Australia as a  consequence of any Indemnified
Party being or  becoming a "resident" of Australia or  carrying
on business in Australia through a  "permanent establishment" in
Australia (as  those terms are defined in the Income Tax 
Assessment Act 1936 or any relevant statutory  concept which
replaces or is in addition to  those concepts); and

     (c)    any withholding tax imposed by Australia or any 
political subdivision or Taxing authority of or in  Australia on
any payment made or to be made by or on  behalf of the Borrower
(including without limitation  payment by the Agent) to or income
derived by an  Indemnified Party who is a non-resident of
Australia  or who is a resident of Australia deriving the  income
or payment through an overseas branch.  Executive means:

     (a)    [CT REQUESTED];  (b)    [CT REQUESTED];  (c)    [CT
REQUESTED];  (d)    [CT REQUESTED]; or  (e)    if Scenario 2 or
Scenario 3 occurs, [CT REQUESTED].

     Facility means the Term Facility or the LC Facility. 
Financial Indebtedness means any indebtedness, present or future,
actual or contingent in respect of moneys borrowed or raised or
any financial accommodation whatever.  Without limitation, it
includes:

     (a)    indebtedness under or in respect of a negotiable or 
other financial instrument, Guarantee, redeemable  share, share
the subject of a Guarantee, discounting  arrangement, finance or
capital Lease, hire  purchase, deferred purchase price (for more
than 90  days) of an asset or service or an obligation to 
deliver goods or other property or provide services  paid for in
advance by a financier or in relation to  another other financing
transaction; and

     (b)    the mark to market exposure under any interest, gold 
or currency exchange, hedge or arrangement of any  kind,

     but does not include any off balance sheet operating Lease
or any payment by a trade customer in advance of delivery of
goods or services on ordinary commercial terms.

     Fortronic means [CT REQUESTED] and each of the Assets owned
by it.

     Fortronic Share means any Marketable Security of Fortronic. 
Funding Period means, in relation to a Segment of the Term
Facility, a period for the fixing of interest rates for the
Segment.

     In each case the period commences on the Drawdown Date of
the Segment or the last day of the preceding Funding Period of
the Segment (as appropriate) and has a duration selected under
clause 7.

     Governmental Agency means any government or any
governmental, semi-governmental or judicial entity or authority. 
It also includes any self-regulatory organisation established
under statute or any stock exchange.  Group means the Borrower
and its Subsidiaries.  Group Member means each company which is a
member of the Group.

     Guarantee means any guarantee, indemnity, letter of credit,
legally binding letter of comfort or suretyship, or any other
legally binding obligation or irrevocable offer (whatever called
and of whatever nature):

     (a)    to pay or to purchase;

     (b)    to provide funds (whether by the advance of money, 
the purchase of or subscription for shares or other  securities,
the purchase of assets, rights or  services, or otherwise) for
the payment or discharge  of;

     (c)    to indemnify against the consequences of default in 
the payment of; or

     (d)    to be responsible otherwise for,

     an obligation or indebtedness of another person, a dividend,
distribution, capital or premium on shares, stock or other
interests, or the insolvency or financial condition in each case
of another person.  Guarantor Accession Deed means a deed
substantially in the form of annexure C.  Holding Subsidiary
means [CT REQUESTED] (to be renamed American Banknote Australasia
Pty Limited).  Indemnified Party means the Agent, a Participant
or any person whom the Agent, the Borrower and the Guarantors
agree will be an Indemnified Party.  Intellectual Property means
any intellectual or industrial property including without
limitation:

     (a)    a patent, trade mark or service mark, copyright, 
registered design, trade secret, or confidential  information; or

     (b)    a licence or other right to use or to grant the use 
of any of the foregoing or to be the registered  proprietor or
user of any of the foregoing.

     Interest Expense means, for any period, all interest and
amounts in the nature of interest or of similar effect to
interest (including amounts other than principal payable under
this Agreement) paid or payable by any Group Member shown by the
Accounts for that period including:  (a)    any dividend or
distribution payable on any  Marketable Security included as
Financial  Indebtedness;

     (b)    the interest portion of rentals in respect of 
capitalised Lease obligations;

     (c)    the face amount of bills of exchange or other 
financial instruments (but not reliquefication bills  drawn under
this Agreement) drawn, issued, endorsed  or accepted by any Group
Member less their net  proceeds after discount or issue and
payment of any  acceptance, endorsement, underwriting or similar 
fee;

     (d)    all line, facility, letter of credit, guarantee and 
similar fees and all fees and other amounts of a  regular or
recurring nature payable in relation to  Financial Indebtedness
but not:

 (i)   unused line fees; and

 (ii)    establishment, arrangement and other fees  payable once
only on the initial provision of  financial accommodation,

 but excluding all transactions between any two Group  Members;
and  (e)    interest payable under any Secured Financing.  [CT
REQUESTED] means, [CT REQUESTED].

     LC Facility means the Facility provided under clause 12.

     [CT REQUESTED] means a [CT REQUESTED].

     Lease means:

     (a)    any lease, charter, hire purchase or hiring 
arrangement of any property (including, without  limitation, a
right to use Intellectual Property or  a franchise);

     (b)    an agreement under which property is or may be used 
or operated by a person other than the owner; or

     (c)    an agreement or arrangement under which property is 
or may be managed or operated by a person other than  the owner,
and the operator or manager or its  Related Corporation or
Associate (whether in the  same or another agreement or
arrangement) is  required to make or assure minimum, fixed and/or

floating rate payments of a periodic nature.

     Letter of Credit means a letter of credit issued or to be
issued under clause 12.  Liquidation includes receivership,
compromise, arrangement, amalgamation, administration,
reconstruction, winding up, dissolution, assignment for the
benefit of creditors, bankruptcy or death.  Majority Participants

means Participants whose Commitments are more than two thirds of
the total of the Commitments.  [CT REQUESTED] required to be made
by the Borrower:  (a)    on a [CT REQUESTED] in accordance with
clause  10.1(a); or

     (b)    in accordance with clause 10.1(b).

     [CT REQUESTED] means with respect to any financial year, the
earlier of:

     (a)    the date [CT REQUESTED]

     (b)    (i)   where the end of the financial year is [CT 
REQUESTED]; or

 (ii)    where the end of the financial year is [CT  REQUESTED].

     Margin means [CT REQUESTED] per annum.

     Marketable Security has the meaning given in the
Corporations Law, but also includes:

     (a)    a document referred to in the exceptions to the 
definition of debenture in the Corporations Law;

     (b)    a unit or other interest in a trust or partnership;

     (c)    a negotiable instrument; and

     (d)    a right or an option in respect of a Marketable 
Security, whether issued or unissued, including,  without
limitation, any of the above.  [CT REQUESTED] Agreement means the
master agreement dated [CT REQUESTED] between the Borrower, [CT
REQUESTED].

     Material Adverse Effect means a material adverse effect on
the ability of the Relevant Companies as a whole to perform their
obligations under the Relevant Documents, on the security of the
Indemnified Parties or on the financial condition or business of
the Relevant Companies as a whole.  Material Document means:

     (a)    a Sale Agreement;

     (b)    the Shareholders Agreement;

     (d)    each agreement relating to the AIL Debt;

     (e)    each Subordinated Guarantee;  (f)    each
Subordinated Security;

     (g)    the Memorandum and Articles of Association of the
Borrower;

     (h)    the Underwriting Agreement;

     (j)    each Real Property Lease which has a term of more 
than [CT REQUESTED] with a rent greater than [CT  REQUESTED] per
annum;

     (k)    the PSS Shareholders Agreement;

     (l)    each contract entered into by a Group Member or 
otherwise in connection with the Business under  which goods or
services are provided by the Group  Member which contract has
total annual payments [CT  REQUESTED] or more per annum
(including without  limitation a [CT REQUESTED]; or

     (m)    another document or agreement which is material to 
the Business, the Mortgaged Property or the security  of the
Indemnified Parties or which is agreed by the  Borrower and the
Agent to be a Material Document.

     Mortgaged Property means the property mortgaged or charged
by a Charge or any Collateral Security.  Net Worth means at any
time Total Assets less Total Liabilities at that time.  New
Rights means all assets, rights, powers and proceeds of any
nature at any time attaching to, or arising out of a holding in,
any Marketable Securities included in the Mortgaged Property,
including, without limitation:  (a)    all money, distributions
and dividends;  (b)    any Marketable Security, any right to take
up  Marketable Securities or any allotment of further  Marketable
Securities, and includes any certificate  or other evidence of
title to the Marketable  Securities or to anything specified in
this  definition;

     (c)    any proceeds of, or of the disposal of, anything 
specified in this definition; and

     (d)    any Marketable Security resulting from the 
conversion, consolidation or sub-division of a  Marketable
Security, and includes any certificate or  other evidence of
title to a Marketable Security or  to anything specified in this
definition.

     [CT REQUESTED] Agreement means the Sale Agreement dated [CT
REQUESTED] between the Borrower, [CT REQUESTED].

     Notifiable Transaction means any transaction entered into or
to be entered into by the Borrower or a Guarantor which results
in the Borrower or a Guarantor being or becoming liable to make a
payment or to deliver any property or assets to, or provide
services to or in respect of any liability of, an Associate of
the Borrower or of a Guarantor other than:

     (a)    the allotment of ordinary shares in the Borrower or 
a Guarantor for full consideration in cash; or

     (b)    a transaction which only involves the Borrower 
and/or Guarantors.

     Participant means a Participant set out in schedule 2 or a
person who becomes a Participant under clause 31.2.

     Potential Event of Default means anything which with the
giving of notice or passage of time or both would become an Event
of Default.  Principal Outstanding means the total principal
amount of all outstanding Segments and all principal outstanding
under the LC Facility.  PSS means [CT REQUESTED].  PSS Completion
has the meaning given to it in the Australian Sale Agreement.

     [CT REQUESTED] Agreement means a [CT REQUESTED], in the form
of the [CT REQUESTED].  Purchase Division means each of the
following divisions of Leigh-Mardon Pty Limited immediately prior
to Completion to be purchased by any Group Members under the Sale
Agreements:

     (a)    [CT REQUESTED] Division;

     (b)    [CT REQUESTED] Division;

     (c)    [CT REQUESTED] Division [CT REQUESTED];

     (d)    [CT REQUESTED] Division [CT REQUESTED]; and

     (e)    [CT REQUESTED] Division [CT REQUESTED],

     and each of the Assets owned by them.

     Quarterly Date means the last day of March, June, September
and December in each year.  Real Property means the following: 
(a)    [CT REQUESTED];

     (b)    [CT REQUESTED];

     (c)    [CT REQUESTED];

     (d)    [CT REQUESTED];

     (e)    [CT REQUESTED];

     (f)    [CT REQUESTED];

     (g)    [CT REQUESTED];

     (h)    [CT REQUESTED];

     (i)    [CT REQUESTED];

     (j)    [CT REQUESTED];

     (k)    [CT REQUESTED];

     (l)    [CT REQUESTED];

     (m)    [CT REQUESTED]; or

     (n)    any other real property which may be leased to a 
Group Member from time to time. 

     Real Property Lease means a Lease to any Group Member with
respect to any Real Property.

     Reference Bank means [CT REQUESTED].

     Related Corporation has the meaning given to related body
corporate in the Corporations Law, but on the basis that
Subsidiary has the meaning given in this Agreement and that body
corporate includes any entity or a trust.  Relevant Company
means:

     (a)    a Group Member; or

     (b)    another person who gives or creates a Guarantee or 
Security Interest which secures any Secured Moneys. 

     Relevant Document means a Transaction Document or a Material
Document.  Reliquefication Bill means a Bill drawn under clause
11.  Repayment Date means in relation to:

     (a)    the Term Facility, each date set out as a Repayment 
Date in column 1 of schedule 3; and

     (b)    the LC Facility, [CT REQUESTED].

     Sale Agreement means:  (a)    the [CT REQUESTED] Agreement;

     (b)    the [CT REQUESTED] Agreement; or

     (c)    the [CT REQUESTED] Agreement;  Same Day Funds means a
bank cheque or other immediately available funds.

     Satisfactory Charge means a first charge over all assets to
secure the Secured Moneys where the Agent has received documents
or evidence in connection with that charge satisfactory to the
Agent (including, where requested, opinions).

     Scenario means Scenario 1, Scenario 2 or Scenario 3. 
Scenario 1 will occur when no shares in PSS are to be purchased
by any Group Member.

     Scenario 2 will occur when [CT REQUESTED] of the issued
shares in PSS are to be purchased by any one or more Group
Members.

     Scenario 3 will occur when [CT REQUESTED] of the issued
shares in PSS are to be purchased by any one or more Group
Members.

     Secured Financing means accommodation provided to the
Borrower or any Group Member by the Beneficiary on the security
of a Letter of Credit.  Secured Moneys means all money which the
Borrower and the Guarantors (whether each of them alone or with
another person) is or at any time may become actually or
contingently liable to pay to or for the account of an
Indemnified Party (whether alone or with another person) for any
reason whatever under or in connection with a Transaction
Document.

     It includes, without limitation, money by way of principal,
interest, fees, costs, indemnities, Guarantees, charges, duties
or expenses or payment of liquidated or unliquidated damages
under or in connection with a Transaction Document, or as a
result of a breach of or default under or in connection with a
Transaction Document.  Where the Borrower or Guarantor would have
been liable but for its Liquidation, it will be taken still to be
liable.  A reference to an amount for which a person is
contingently liable includes, without limitation, an amount which
that person may become actually or contingently liable to pay if
a contingency occurs, whether or not that liability will actually
arise.

     Security Interest includes any mortgage, pledge, lien or
charge or any security or preferential interest or arrangement of
any kind or any other right of, or arrangement with, any creditor
to have its claims satisfied in priority to other creditors with,
or from the proceeds of, any asset.

     Without limitation it includes retention of title other than
in the ordinary course of day-to-day trading and a deposit of
money by way of security but it excludes a charge or lien arising
in favour of a Governmental Agency by operation of statute unless
there is default in payment of moneys secured by that charge or
lien.  Segment means each portion of the accommodation made
available under the Term Facility which has the same Funding
Period and Selection Date.

     Selection Date means the last day of a Funding Period. 
Selection Notice means a notice under clause 6.  Share of a
Participant, in respect of a Segment or any principal outstanding
under the LC Facility, means the proportion of that Participant's
participation in that Segment or principal to the amount of the
Segment or principal (such proportion to be determined under
clause 2).

     Shareholders Agreement means the Shareholders and
Subscription Agreement dated on or about [CT REQUESTED] between
any [CT REQUESTED] with respect to their share holdings in the
Borrower in a form and substance satisfactory to the Agent. 
Shareholders' Funds means at any time the amount shown by the
Accounts on a consolidated basis for the Group as the sum of
total ordinary equity plus reserves plus retained earnings plus
preference capital.  [CT REQUESTED] means a Guarantee given by a
[CT REQUESTED].  [CT RREQUESTED] means a Security Interest given
by a [CT REQUESTED].  [CT REQUESTED] means any deed or
arrangement [CT REQUESTED].

     Subsidiary has the meaning given in the Corporations Law but
so that:

     (a)    an entity will also be deemed to be a Subsidiary of 
a company if it is controlled by that company  (expressions used
in this paragraph have the  meanings given for the purposes of
Parts 3.6 and 3.7  of the Corporations Law);

     (b)    a trust may be a Subsidiary, for the purposes of 
which a unit or other beneficial interest will be  regarded as a
share; and

     (c)    a corporation or trust may be a Subsidiary of a 
trust if it would have been a Subsidiary if that  trust were a
corporation.

     [CT REQUESTED] means with respect to any period, [CT
REQUESTED] for that period less:

     (a)    [CT REQUESTED] under this Agreement or under any [CT 
REQUESTED] for that period;

     (b)    [CT REQUESTED] which are required to be actually 
paid (not deferred or accrued);

     (c)    any amounts required to be paid for that period in 
accordance with clause 8;

     (d)    [CT REQUESTED] with the prior consent of the Agent 
(acting on the instructions of the Majority  Participants);  (e) 

 [CT REQUESTED] succeeding that period and [CT  REQUESTED];

     (f)    an amount equal to [CT REQUESTED] of the [CT 
REQUESTED] referred to in paragraph (a); and  (g)    [CT
REQUESTED], being [CT REQUESTED] for the  succeeding financial
year.  Tax includes any tax, levy, impost, deduction, charge,
rate, duty, compulsory loan or withholding which is levied or
imposed by a Governmental Agency, and any related interest,
penalty, charge, fee or other amount.  Term Commitment means, in
relation to a Participant and a Scenario, the amount opposite
that Participant's name in Column 2 of Part A of schedule 2 with
respect of that Scenario, as reduced or cancelled under this
Agreement.  Term Facility means the Facility provided under
clause 11.  Term Undrawn Commitment means a Participant's Term
Commitment less the total principal amount of its Share of all
outstanding Segments of the Term Facility.  Total Assets means at
any time the total amount shown by the most recent Accounts prior
to that time as the assets of the Group on a consolidated basis.

     Total Liabilities means at any time the total amount shown
by the most recent Accounts prior to that time as the liabilities
of the Group on a consolidated basis.

     Transaction Document means:

     (a)    this Agreement;

     (b)    each Charge;

     (c)    any Collateral Security;

     (d)    the Subordination Deed;

     (e)    any Guarantor Accession Deed;

     (f)    the undertaking by ABN referred to in clause 
15.1(l);

     (g)    any Drawdown Notice, any Selection Notice or any 
debenture or other certificate or Security Interest  issued under
a Charge;

     (h)    any Derivative Contract (as defined in the 
Subordination Deed); or

     (i)    a document or agreement entered into or provided for 
the purpose of amending or novating, any of the  above.  It
includes, without limitation, an undertaking by or to a party or
its lawyers under or in relation to any of the above.  [CT
REQUESTED] means the [CT REQUESTED] dated [CT REQUESTED] between
[CT REQUESTED].  Undrawn Commitment means the LC Undrawn
Commitment or the Term Undrawn Commitments.

1.2   Interpretation

     Headings are for convenience only and do not affect
interpretation.  The following rules apply unless the context
requires otherwise.  (a)    The singular includes the plural and
the converse.

     (b)    A gender includes all genders.

     (c)    Where a word or phrase is defined, its other 
grammatical forms have a corresponding meaning.

     (d)    A reference to a person, corporation, trust, 
partnership, unincorporated body or other entity  includes any of
the foregoing.

     (e)    A reference to a clause, annexure or schedule is a 
reference to a clause of, or annexure or schedule  to, this
Agreement.

     (f)    A reference to a party to this Agreement or another 
agreement or document includes the party's  successors and
permitted substitutes or assigns.

     (g)    A reference to legislation or to a provision of 
legislation includes a modification or re-enactment  of it, a
legislative provision substituted for it  and a regulation or
statutory instrument issued  under it.

     (h)    A reference to writing includes a facsimile 
transmission and any means of reproducing words in a  tangible
and permanently visible form.

     (i)    A reference to conduct includes, without limitation, 
an omission, statement or undertaking, whether or  not in
writing.

     (j)    An Event of Default subsists until it has been 
waived in writing by the Agent acting on the  instructions of the
Majority Participants.

     (k)    Substantial means not merely nominal.

     (l)    All references to dollars are to Australian dollars.

     (m)    Mentioning anything after include, includes or 
including does not limit what else might be  included.

     (n)    A reference to an asset includes any real or 
personal, present or future, tangible or intangible  property or
asset (including intellectual property)  and any right, interest,
revenue or benefit in,  under or derived from the property or
asset.

1.3   Determination, statement and certificate

     Except where otherwise provided in this Agreement any
determination, statement or certificate by the Agent or any
Participant or an Authorised Officer of the Agent or any
Participant provided for in this Agreement is evidence of the
matter stated in it unless the contrary is proved.  It binds the
parties in the absence of manifest error.

1.4   Document or agreement

     A reference to:  (a)    an agreement includes a Security
Interest,  Guarantee, undertaking, deed, agreement or legally 
enforceable arrangement whether or not in writing;  and

     (b)    a document includes an agreement (as so defined) in 
writing or a certificate, notice, instrument or  document.

     A reference to a specific agreement or document includes it
as amended, novated, supplemented or replaced from time to time,
except to the extent prohibited by this Agreement.

1.5   Repayment and prepayment

     A reference to repayment or prepayment of all or part of an
amount under the LC Facility is to payment to the Agent of the
whole or the relevant portion of the face amount of the relevant
Letter of Credit or the reduction, expiry or cancellation of that
Letter of Credit (if that Letter of Credit has not been drawn
on).

1.6   Principal

     A reference to principal or principal amount, in relation to
an amount under or in respect of the LC Facility, is to the
maximum liability of the Participants under any Letter of Credit
comprising that amount.

1.7   Trust

     Unless the context requires otherwise, a reference to a
transaction, asset, act or liability of any nature of the Group
Member includes its transactions, assets, acts or liabilities as
trustee.  Where the Group Member incurs an obligation, it incurs
that obligation both in its own right and in its capacity as
trustee, unless the obligation relates only to an asset which it
holds in its own right and not as trustee. 

1.8   Current accounting practice and accounting terms

     A reference to current accounting practice is to accounting
principles and practices applying by law or otherwise generally
accepted in Australia, consistently applied.  Unless otherwise
defined, accounting terms should be interpreted in accordance
with current accounting practice.  When calculating any covenant
under clause 17.4, the value of any asset of a Group Member will
be its book value unless revalued with the agreement of the
Agent.

1.9   Outstanding

     A reference to an outstanding Letter of Credit is to a
Letter of Credit which has not expired (or which has expired but
a draft has been drawn or payment made under it) and for which
the Borrower has not provided cash cover under this Agreement or
reimbursement in full.

1.10    Debenture Trust Deed  Each Group member agrees that for
the purposes of the Debenture Trust Deed:

     (a)    the Majority Participants shall be the "Majority 
Stockholders"; and

     (b)    the Transaction Documents shall be the "Transaction 
Documents",

     as those terms are used in the Debenture Trust Deed.  

2.    COMMITMENTS

2.1   Commitments

     Subject to this Agreement each Participant agrees with the
Borrower to make available its participation in each Segment of
the Term Facility and to participate in the LC Facility.  The
total principal amount of a Participant's participation in:

     (a)    all outstanding Segments of the Term Facility will 
not at any time exceed its Term Commitment; and

     (b)    the LC Facility will not at any time exceed its LC 
Commitment.

2.2   Allocation among Participants

     Each Participant shall participate in each Segment ratably
according to its Commitment.

2.3   Obligations several

     The obligations and rights of each Participant under this
Agreement are several and:

     (a)    failure of a Participant to carry out its 
obligations does not relieve any other Participant  of its
obligations;

     (b)    no Participant is responsible for the obligations of 
any other Participant or the Agent; and

     (c)    subject to the Transaction Documents each 
Participant may separately enforce its rights under  any
Transaction Document.

2.4   Scenario 2

     Notwithstanding any other provision of this Agreement,
Scenario 2 will not occur, and the Participants will not be
required to provide any Term Commitment with respect to Scenario
2, unless all Participants agree.  3.    CANCELLATION OF
COMMITMENTS

3.1   During Availability Period

     On giving not less than five Business Days irrevocable
notice to the Agent, the Borrower may cancel all or part of the
Undrawn Commitments without penalty.  A partial cancellation must
be in a minimum of [CT REQUESTED] and in a whole multiple of [CT
REQUESTED] unless the Agent agrees otherwise.

3.2   Allocation among Participants

     Any partial cancellation will be applied ratably against the
Undrawn Commitment of each Participant.  The Agent shall promptly
notify each Participant of any notice received under this clause
and the amount of that Participant's Commitment which is
cancelled.

3.3   At end of Availability Period

     At the close of business (Sydney time) on the last day of
the Availability Period the Undrawn Commitments of the
Participants will be cancelled.

3.4   Reduction on repayment or prepayment

     On any repayment of the Term Facility under clause 8 or
payment under clauses 9, 10 or 11.2, or any prepayment of all or
part of the Principal Outstanding under the Term Facility, the
Term Commitments will be reduced by an amount equal to the
principal amount so repaid or prepaid.

4.    PURPOSE

4.1   Term Facility

     The Borrower shall use the net proceeds of the Term Facility
to fund the purchase of:

     (a)    shares in Fortonic and (unless Scenario 1 occurs) 
PSS; and

     (b)    the Purchase Divisions,

     in accordance with the Sale Agreements, together with:  (c) 

 any cash injection with respect to debtors  incidental to that
purchase; and

     (d)    all the associated costs and expenses of that 
purchase,

     and for no other purpose.

4.2   LC Facility

     The Borrower shall use, or shall procure the use by a Group
Member of, the net proceeds of the LC Facility with respect to:

     (a)    financing the working capital (including any 
overdraft) or trade finance requirements of the  Group in
carrying on the Business;

     (b)    issuance of performance bonds by any person in 
relation to obligations of a Group Member;

     (c)    such other purposes as the Agent (acting on the 
instructions of the Participants who have agreed in  writing to
provide any LC Commitments) may agree,

     and for no other purpose.

5.    DRAWDOWN NOTICES

5.1   When notice to be given - Term Facility

     Whenever the Borrower wishes to make a drawing under the
Term Facility using any of the Term Undrawn Commitments it shall
give to the Agent on behalf of itself and the Guarantors an
irrevocable Drawdown Notice substantially in the form of annexure
A specifying that a drawing is to be made under the Term
Facility.  That Drawdown Notice must be received by the Agent by
11 am (Sydney time) two Business Days before the proposed
Drawdown Date (which must be a Business Day) or on such other day
as the Agent (acting on the instructions of the Majority
Participants) may agree in writing. 

5.2   When notice to be given - LC Facility  Whenever the
Borrower wishes to make a drawing under the LC Facility using any
of the LC Undrawn Commitments it shall give to the Agent on
behalf of itself and the Guarantors an irrevocable Drawdown
Notice substantially in the form of annexure A specifying that
the drawing is to be made under the LC Facility.  That Drawdown
Notice must be received by the Agent by 11 am (Sydney time) two
Business Days before the proposed Drawdown Date (which must be a
Business Day) or on such other day as the Agent (acting on the
instructions of the Majority Participants) may agree in writing. 

5.3   Notification of Participants

     The Agent shall give prompt notice to each Participant of
the contents of each Drawdown Notice relating to the Term
Facility and the LC Facility and the amount of each Participant's
Share of each Segment requested.

6.    SELECTION NOTICE

6.1   When Notice to be given

     By 11 am (Sydney time) two Business Days before the last day
of each Funding Period (or on such other day as the Agent may
agree in writing) the Borrower shall give to the Agent an
irrevocable Selection Notice unless the Borrower is obliged to
repay or prepay the relevant Segment on that last day in
accordance with this Agreement.  The Selection Notice must be
substantially in the form of annexure B.

6.2   Failure to give Selection Notice

     If the Borrower fails to give a Selection Notice in
accordance with clause 6.1 it will be taken to have served a
Selection Notice electing to continue the Segment under the Term
Facility and with the same Funding Period and making without
qualification the statement set out in paragraphs (4)(a) and (b)
of annexure B.

6.3   Notification of Participants

     The Agent shall give prompt notice to each Participant of
the contents of each Selection Notice and the amount of each
Participant's Share of each Segment to be continued.

7.    SELECTION OF FUNDING PERIODS

     (a)    Subject to this clause, the Borrower may only select 
a Funding Period of 90 days.

     (b)    The Borrower may select any other period agreed by 
the Agent to enable consolidation of Segments.

     (c)    Should a Funding Period end on a day which is not a 
Business Day, that Funding Period will end on the  next Business
Day.

     (d)    If a Funding Period of a number of months commences 
on a date in a month and there is no corresponding  date in the
month in which it is to end, it will end  on the last Business
Day of the latter month.

     (e)    No Funding Period may extend beyond the final 
Repayment Date.  The Borrower shall select Funding  Periods for
Segments so as to ensure that each  Repayment Date for the Term
Facility coincides with  the last day of Funding Periods of
outstanding  Segments of that Facility which have a principal 
amount not less than the principal amount to be  repaid on that
day.

     (f)    If the Borrower fails to select Funding Periods 
complying with this clause the Agent may vary any  Drawdown
Notice or Selection Notice to ensure  compliance.

8.    REPAYMENT

8.1   Repayment - Term Facility

     (a)    The Borrower shall repay the Principal Outstanding 
under the Term Facility by instalments on the  Repayment Dates.

     (b)    Each instalment will be of a principal amount on 
each Repayment Date as set out opposite that  Repayment Date in
column 2 of schedule 3.

     (c)    The Borrower shall apply any Surplus Cashflow by way 
of prepayment of the Term Facility under clause 10.

     (d)    The final instalment will be the Principal 
Outstanding as at the final Repayment Date.

8.2   Repayment - LC Facility

     (a)    The Borrower shall repay the LC Facility in 
accordance with this Agreement or as otherwise  agreed under the
LC Facility.

     (b)    The Borrower shall finally repay the Principal 
Outstanding under the LC Facility on the Repayment  Date for the
LC Facility.

8.3   Allocation among Participants

     Repayments will be applied ratably among the Participants
according to their participation in the Principal Outstanding for
that Facility.

8.4   Allocation among Segments

     All repayments will be applied in reduction of those
Segments which the Borrower may specify after consultation with
the Agent.  To the extent practicable repayments will only be
applied against Segments which have Selection Dates falling on
the relevant Repayment Date.

9.    PREPAYMENTS

9.1   Compulsory prepayment if conditions subsequent not met

     The Borrower shall repay the Principal Outstanding on the
31st day following the first Drawdown Date or such later date as
the Agent may reasonably agree and all Commitments are cancelled
as of that day if the conditions subsequent in clause 15.3 are
not satisfied.

9.2   Voluntary prepayments

     (a)    Subject to this clause, if it gives at least 5 
Business Days' prior notice to the Agent (who shall  promptly
notify the Participants) the Borrower may  prepay all or part of
the Principal Outstanding  under the Term Facility or the LC
Facility.  The  notice is irrevocable.  The Borrower shall prepay
in  accordance with it.

     (b)    Unless the Agent agrees otherwise, prepayment of 
part only of a Segment or any amount under the LC  Facility may
only be made in a principal amount of a  minimum of [CT
REQUESTED] and a whole multiple of  [CT REQUESTED].

9.3   Voluntary prepayment on expiry of Funding Period

     (a)    Prepayments under clause 9.2 with respect to the 
Term Facility may only be made on the last day of  the Funding
Period of the relevant Segment.

     (b)    Prepayments under clause 9.2 with respect to the LC 
Facility may only be made in accordance with the  terms of the LC
Facility.

9.4   Interest

     The Borrower shall pay any interest accrued on any amount
prepaid under this Agreement at the time of the prepayment.

9.5   Limitation on prepayments

     The Borrower may not prepay all or part of the Principal
Outstanding except in accordance with this Agreement.

9.6   Application against repayment Instalments

     (a)    Prepayments of the Principal Outstanding under the 
Term Facility (other than prepayments under clause  10) will be
applied:

 (i)   as to [CT REQUESTED] against repayment  instalments in
order of maturity; and

 (ii)    as to [CT REQUESTED] against repayment  instalments in
inverse order of maturity.  The amounts set out in column 2 of
schedule 3  shall be reduced accordingly.

     (b)    Prepayments of the Principal Outstanding under 
clause 10 will be applied against repayment  instalments in
inverse order of maturity.  The  amounts set out in column 2 of
schedule 3 shall be  reduced accordingly.

9.7   Apportionment

     Prepayments under clauses 9.2 and 10 will be applied ratably
in reduction of the respective participation of all the
Participants in the Principal Outstanding under the applicable
Facility.

9.8   No redrawing - Term Facility

     Prepayments or repayments under the Term Facility will not
be available for redrawing.  9.9   Redrawing - LC Facility

     Subject to this Agreement, prepayments or repayments under
the LC Facility will be available for redrawing.

10.   MANDATORY PREPAYMENT

10.1    Mandatory Prepayment

     Notwithstanding any other provision of this Agreement:

     (a)    on each Mandatory Prepayment Date the Borrower shall 
pay, or shall procure the Group Members to pay, an  amount equal
to [CT REQUESTED] for the financial  year to which that Mandatory
Prepayment Date relates  toward prepayment of the Term Facility;

     (b)    if a Group Member receives any amount under a Sale 
Agreement by reason of a breach of warranty 5 in  schedule 5 of
the Australian Sale Agreement or  warranty 5 in schedule 5 of the
New Zealand Sale  Agreement (a Recovery) and:

 (i)   there is a breach of clause 17.4 by reason of  that breach
of warranty, the Borrower shall  promptly pay toward prepayment
of the Term  Facility an amount equal to so much of the  Recovery
as is necessary in order for the  Borrower and the Guarantors to
rectify that  breach of clause 17.4; or

 (ii)    in all other cases, the Borrower shall  promptly pay
toward prepayment of the Term  Facility an amount equal to that
percentage  of Recovery which equals the Debt Percentage  at that
time; and

     (c)    if a Group Member receives any amount under clause 
3.1(a) of the Master Sale Agreement, it shall  promptly pay that
amount toward prepayment of the  Term Facility.

10.2    Reduction of Term Commitments

     Upon any repayment under clause 10.1, the sum of the Term
Commitments will be permanently reduced by the amount of such
repayment.  Any repayment under that clause shall be treated as a
prepayment under clause 9.

10.3    Calculation of Surplus Cashflow  (a)    The Agent shall
calculate the Surplus Cashflow for  any period within 30 days of
receiving audited  annual Accounts for that period and all other 
information from the Borrower which the Agent  requires to make
the calculation.  The Borrower  shall promptly provide all such
information to the  Agent on request.

     (b)    Once the Agent has calculated the Surplus Cashflow 
for a period, and its calculations have been  approved by the
Majority Lenders, it shall promptly  notify the Borrower of the
amount payable under  clause 10.1 for that period.  The Agent
shall  provide the Borrower with a copy of its calculations  in
determining that amount.

     (c)    A failure by the Agent to calculate the Surplus 
Cashflow for a period within the time stated in  paragraph (a)
does not affect the Agent's or a  Participant's entitlement to
any amount under clause  10.1 with respect to that Surplus
Cashflow.

     (d)    The Borrower will have no obligation to make a 
Mandatory Prepayment until the Agent has calculated  the amount
of the Mandatory Prepayment and notified  the Borrower.

10.4    Borrower's dispute of Surplus Cashflow calculation  If
the Borrower disagrees with the Agent's assessment of Surplus
Cashflow for a particular period and the Agent and the Borrower
are unable to agree on that Surplus Cashflow then the following
procedure applies.

     (a)    The Borrower shall pay any amount required to be 
paid by it under clause 10.1 with respect to the  Surplus
Cashflow as calculated by the Agent.

     (b)    The Borrower shall within 10 Business Days of being 
notified of the Agent's assessment of Surplus  Cashflow notify
the Agent that the Borrower disputes  that assessment and
requires the Surplus Cashflow to  be reviewed in accordance with
this clause 10.4.

     (c)    If the Borrower disputes the assessment, it shall 
direct its auditor to review the Agent's calculation  of the
Surplus Cashflow for the relevant period  within 15 Business Days
of the Borrower giving a  notice to the Agent under paragraph
(b).  The  Borrower shall direct the auditor to notify the  Agent
and the Borrower:

 (i)   whether the auditor determines that the  Agent's
calculation of the Surplus Cashflow  is correct;

 (ii)    if the Auditor so determines, the amount  which the
auditor has calculated to be the  correct amount of Surplus
Cashflow; and

 (iii)   the auditor's reasons for coming to any  determination. 
The Surplus Cashflow for the period will be the  amount so
notified unless the auditor has indicated  a different amount
under sub-paragraph (ii).  That  different amount shall be the
Surplus Cashflow for  the period.

     (d)    The costs of the auditor in determining Surplus 
Cashflow shall be borne by the Borrower unless the  auditor's
recalculation of Surplus Cashflow (if any)  is more than 20%
above or below the Agent's  calculation, in which case the Agent
shall pay the  costs of the auditor.

     (e)    If the auditor's recalculation of Surplus Cashflow 
is such that the Borrower is required to pay a  lesser amount
under clause 10.1 than it actually  paid under paragraph (a), the
difference between  those two amounts will be available for
redrawing in  accordance with this Agreement.

     (f)    To the extent that any amount is available to be 
redrawn under paragraph (e) (the Redrawn Amount),  the
Availability Period will be taken to have  expired, with respect
to a Commitment equal to the  Redrawn Amount only, on the
Business Day after that  redrawing is made.  This paragraph (f)
applies  notwithstanding any prior cancellation of any 
Commitment or any previous redrawing under paragraph  (e).

10.5    Payment during Funding Period  If a Mandatory Prepayment
is not paid on a Selection Date, the Agent will hold that
Mandatory Prepayment on deposit until the next Selection Date and
on that Selection Date will apply that amount under clause
9.6(b).  The Borrower's obligation to make that payment will
reduce accordingly.  11.   TERM FACILITY

11.1    Advance of Segment

     (a)    Subject to this Agreement, whenever the Borrower 
requests a Segment of the Term Facility, each  Participant shall
make available its Share of that  Segment to the Agent in
immediately available funds  by 11.00 am (Sydney time) on the
relevant  Accommodation Date for the account of the Borrower, 
except to the extent the Segment continues a  previous Segment of
the Term Facility.

     (b)    On receipt the Agent will pay it to the relevant 
account specified in the Drawdown Notice or  Selection Notice.

     (c)    The first Segment of the Term Facility must not be 
less than [CT REQUESTED.  Each subsequent Segment of  the Term
Facility must not be less than [CT  REQUESTED].

11.2    Repayment

     The Borrower shall repay each Segment of the Term Facility
provided to it on the last day of its Funding Period except to
the extent it is being continued on that day.

11.3    Interest

     Interest will accrue from day to day on the outstanding
principal amount of each Segment of the Term Facility at the rate
determined by the Agent to be the aggregate of the Margin and the
Bank Bill Rate for the relevant Funding Period.  The Borrower
shall pay accrued interest in arrears on the last day of each
Funding Period and on repayment or prepayment of all or the
relevant part of the Segment.

11.4    Preparation of Reliquefication Bills

     The Borrower irrevocably and for valuable consideration
authorises each Participant (at the option of the Participant)
from time to time:

     (a)    to prepare Reliquefication Bills in relation to a 
Segment of the Term Facility; and

     (b)    by its Authorised Officer, to sign them as drawer, 
endorser and/or acceptor in the name of and on  behalf of the
Borrower.

11.5    Requirements of Reliquefication Bills

     (a)    The total face amount of Reliquefication Bills 
prepared by any Participant and outstanding in  relation to any
Segment must not at any time exceed:

 (i)   that Participant's Share of the principal  amount of that
Segment; plus

 (ii)    the total interest which has accrued or will  accrue on
that Share during the relevant  Funding Period.

     (b)    Reliquefication Bills must mature on or before the 
last day of the relevant Funding Period or as agreed  by the
Agent.

11.6    Dealing with Reliquefication Bills

     Each Participant may realise or deal with any
Reliquefication Bill prepared by it as it thinks fit.

11.7    Indemnity

     (a)    Each Participant shall indemnify the Borrower on 
demand against all liabilities, costs and expenses  incurred by
the Borrower by reason of it being a  party to a Reliquefication
Bill prepared by that  Participant.

     (b)    Paragraph (a) does not affect any obligation of the 
Borrower under this Agreement.  In particular the  obligation of
the Borrower to pay any principal,  interest or other moneys
under this Agreement is  absolute and unconditional.  It is not
in any way  affected by any liability of a Participant, 
contingent or otherwise, under this indemnity.

     (c)    If a Reliquefication Bill is presented to the 
Borrower and the Borrower discharges it by payment,  the amount
of that payment will be taken to have  been applied against the
moneys outstanding under  this Agreement to that Participant.

11.8    Stamp duty on Reliquefication Bills

     Each Participant shall pay any stamp duty on Reliquefication
Bills requested by it.

12.   LETTER OF CREDIT FACILITY

12.1    Issue of Letters of Credit

     Subject to this Agreement, whenever the Borrower gives a
Drawdown Notice requesting a Letter of Credit:

     (a)    the Agent shall promptly notify the Participants;

     (b)    by 11.00 am (Sydney time) on the second Business Day 
before each Drawdown Date each Participant shall  authorise the
Agent to execute and issue on its  behalf the Letter of Credit or
Letters of Credit  requested in the relevant Drawdown Notice or
such  other time as the Agent agrees;

     (c)    that authorisation must be substantially in the form 
of annexure D and must be given by tested telex or  other means
acceptable to the Agent; and

     (d)    if it receives those authorisations, on that 
Drawdown Date the Agent shall issue the Letter of  Credit or
Letters of Credit on behalf of the  Participants in their
respective Shares.

12.2    Form

     Each Letter of Credit must be substantially in the form of
annexure E or in any other form agreed by the Agent, the Borrower
and the Participants.

12.3    Number

     No more than three (or such greater number as may be agreed
between the Borrower and the Agent acting on the instructions of
the Majority Participants) Letters of Credit may be outstanding
under this Agreement at any one time.

12.4    Expiry date

     Each Letter of Credit will expire on the day specified in
the relevant Drawdown Notice, which day must be no later than:

     (a)    where relevant, within [CT REQUESTED] after the 
final maturity date of the relevant Secured  Financing; and

     (b)    the last day of the Availability Period for the LC 
Facility.

12.5    Amount

     The principal amount of any Letter of Credit must be a
minimum of [CT REQUESTED] and must not cause a breach of the
limit in clause 2.1 and, in the case of a Letter of Credit which
secures Secured Financing, must not exceed the maximum liability
of the Borrower for repayment of principal under that Secured
Financing.

12.6    Secured Financing

     (a)    The Borrower shall ensure that it is a term of any 
Secured Financing that at any time after a  declaration by the
Agent under clause 18.2(a) all  money owing under that Secured
Financing (whether  actually or contingently) will be immediately
due  and payable upon written request by the Agent  (acting on
the instructions of the Majority  Participants) to the
Beneficiary.

     (b)    The Borrower must advise the Agent of the terms and 
conditions of the Secured Financing.

12.7    Participant as Beneficiary

     A Participant may be a Beneficiary of a Letter of Credit. 
In that case, when demand is made by it under the Letter of
Credit, it will be deemed to have made a payment equal to its
Share of the amount of the demand.

12.8    Agent's authority  Each Participant irrevocably
authorises the Agent to execute and issue Letters of Credit on
its behalf and in its name in accordance with this clause.  The
Agent may rely on any tested telex or other communication that it
believes genuine.

12.9    Notification of issue

     The Agent shall promptly inform the other Participants of
the issue of any Letter of Credit.

12.10   Drawings procedure

     (a)    The Agent shall give each Participant prompt notice 
of any claim under any Letter of Credit. That notice  will
include or have attached the form of the claim  and its annexures
and specify the amount claimed  from that Participant.

     (b)    If the claim complies with the Letter of Credit each 
Participant shall pay the Agent the amount payable  by that
Participant under the Letter of Credit as  soon as practicable
and no later than the next  Business Day.

12.11   Recovery by Agent

     (a)    Unless it has received notice to the contrary, the 
Agent may assume that each Participant will pay the  full amount
payable by it under clause 12.10(b).  In  reliance on that
assumption it may pay that amount  to the Beneficiary under the
Letter of Credit.  It  need not do so.

     (b)    If that amount is paid by the Agent but is not paid 
by the Participant:

 (i)   the Agent may recover it from the Participant  with
interest, which will accrue at the rate  determined by the Agent,
in accordance with  its usual practice, as the rate for advances 
of similar duration and amount to banks and  financial
institutions of the standing of the  Participant; and

 (ii)    so long as and to the extent that it is not  paid by the
Participant the Agent may recover  it from the Borrower under
clause 12.13 as if  it were a Participant and the relevant amount

had been paid by it as a Participant under  the Letter of Credit.

 The Agent may make simultaneous claims under  sub-paragraphs (i)
and (ii) but, with the exception  of accrued interest, amounts
paid under one will  commensurately reduce the amount payable
under the  other.

12.12   Payment of Secured Financings by Group Member

     The Group Members shall pay all principal, interest and
other amounts when due and payable under or in relation to each
Secured Financing.

12.13   Indemnity

     (a)    (Payment)  On demand the Borrower shall pay to the 
Agent in the currency of the relevant Letter of  Credit for the
account each Participant all amounts  paid or required to be paid
by that Participant  under any Letter of Credit together with
interest  from the date of payment under the Letter of Credit 
calculated as specified in clause 20.

     (b)    (General indemnity)  On demand the Borrower shall 
indemnify each Participant and the Agent against any  loss, cost,
charge, liability or expense sustained  or incurred in relation
to any Letter of Credit or  as a direct or indirect consequence
of any claim  made or purported to be made under any Letter of 
Credit, or anything done by any person who is, or  claims to be,
entitled to the benefit of a Letter of  Credit, other  than any
loss, cost, charge,  liability or expense sustained or incurred
by or  because of the wilful misconduct or negligence of  the
Agent or any Participant.

12.14   Obligations unconditional

     The Borrower's obligations under clause 12.13 are absolute
and unconditional.  They will not be subject to any reduction,
termination or other impairment by any set-off, deduction,
abatement, counterclaim, agreement, defence, suspension,
deferment or otherwise and the Borrower will not be released,
relieved or discharged from any obligations under this Agreement,
nor will such obligations be prejudiced or affected, for any
reason including without limitation:  (a)    any falsity,
inaccuracy, insufficiency or forgery of  or in any demand,
certificate or declaration or  other document which on its face
purports to be  signed or authorised pursuant to a Letter of
Credit;

     (b)    any failure by any Participant or the Agent to 
enquire whether any cable or telex has been  inaccurately
transmitted or received from any cause  or has been sent by an
unauthorised person;

     (c)    the impossibility or illegality of performance of or 
any invalidity of or affecting any Transaction  Document, any
Secured Financing or any Letter of  Credit or any other
agreement;

     (d)    any act of any Governmental Agency or arbitrator, 
including any law, judgment, decree or order at any  time in
effect in any jurisdiction affecting any of  the terms of any
Transaction Document, any Secured  Financing or any other
document delivered pursuant  to any Transaction Document;

     (e)    any failure to obtain any Authorisation necessary or 
appropriate in connection with this Agreement; or

     (f)    any time, waiver or other indulgence granted by any 
Participant or the Agent,

     except to the extent arising from the wilful misconduct or
negligence of the Agent or any Participant.  Neither the Agent
nor the Participants are liable or under any duty to enquire in
respect of any of the matters mentioned in the above paragraphs. 

12.15   Indemnity from Participants to Agent  Each Participant
shall indemnify the Agent (in that capacity only) for any loss,
cost, charge, liability or expense the Agent may sustain or incur
in relation to or as a direct or indirect consequence of the
issue of a Letter of Credit on that Participant's behalf.

13.   PAYMENTS

13.1    Manner

     The Borrower and each Guarantor shall make all payments
under any Transaction Document in Same Day Funds by 11 am (Sydney
time) on the due date to the address for service of notices of
the Agent, or to the account specified by the Agent from time to
time in respect of that currency, without set-off or counterclaim
and without deduction or withholding, whether on account of Taxes
(other than any Excluded Tax) or otherwise.

13.2    Payment to be made on Business Day

     Whenever any payment becomes due on a day which is not a
Business Day, the due date will be the next Business Day in the
same calendar month or, if none, the preceding Business Day.

13.3    Distribution by Agent

     Unless any Transaction Document expressly provides
otherwise, the Agent shall promptly distribute amounts received
under any Transaction Document for the account of the
Participants ratably among them and in like funds as they are
received by the Agent.  To make any distribution the Agent may
buy and sell currencies in accordance with its normal procedures.

13.4    Appropriation where insufficient moneys available

     Where amounts required to be distributed by the Agent under
clause 13.3 on any day are not sufficient to make all the
payments required, those amounts will be appropriated between
principal, interest and other amounts then payable as the Agent
determines.  This appropriation will override any appropriation
made by the Borrower.  Without limitation the Agent may
appropriate amounts first in payment of amounts payable to it by
way of indemnity or reimbursement.

13.5    Unanticipated default

     (a)    (Assumption as to payment)  The Agent may assume 
that a party (the Payer) due to make a payment for  the account
of another party (the Recipient) makes  that payment when due
unless the Payer notifies the  Agent at least one Business Day
before the due date  that the Payer will not be making the
payment.

     (b)    (Reliance on assumption)  In reliance on that 
assumption, the Agent may make available to the  Recipient on the
due date an amount equal to the  assumed payment.

     (c)    (Recoupment)  If the Payer does not in fact make the 
assumed payment, the Recipient shall repay the Agent  the amount
on demand.  The Payer will still remain  liable to make the
assumed payment, but until the  Recipient does repay the amount,
the Payer's  liability will be to the Agent in the Agent's own 
right.

     (d)    (Interest)  If the Payer is the Borrower or a 
Guarantor any interest on the amount of the assumed  payment
accruing before recovery will belong to the  Agent.  If the Payer
is a Participant that  Participant shall pay interest on the
amount of the  assumed payment at the rate determined by the
Agent,  in line with its usual practice, for advances of  similar
duration to financial institutions of the  standing of the
Participant.

13.6    Rounding

     In making any allocation or appropriation under any
Transaction Document the Agent may round amounts to the nearest
dollar.

14.   CHANGES IN LAW

14.1    Increased costs

     Whenever any Indemnified Party determines that:

     (a)    the effective cost to the Indemnified Party of 
making, funding or maintaining any Segment, any  Letter of Credit
or its Commitment is increased in  any way;

     (b)    any amount paid or payable to the Indemnified Party 
or received or receivable by the Indemnified Party,  or the
effective return to the Indemnified Party or  any of its holding
companies, under or in respect of  any Transaction Document is
reduced in any way;

     (c)    the return of the Indemnified Party or any of its 
holding companies on the capital which is or becomes  directly or
indirectly allocated by the Indemnified  Party or the holding
company to any Segment, any  Letter of Credit or its Commitment
is reduced in any  way; or

     (d)    insofar as any relevant law, official directive or 
request relates to or affects its Commitment, any  Segment, any
Letter of Credit or the Transaction  Documents, the overall
return on capital of the  Indemnified Party or any of its holding
companies is  reduced in any way,

     as a result of any change in, any making of, or any change
in the interpretation or application by any Governmental Agency
of, or compliance with, any law, official directive or request,
then:

     (e)    that Indemnified Party will use reasonable 
endeavours to notify the Borrower promptly of any  event which it
reasonably believes is likely to have  the above effect;

     (f)    (when it has calculated the effect of the above and 
the amount to be charged to the Borrower under this  clause) that
Indemnified Party shall promptly notify  the Borrower of those
calculations (with reasonable  details of calculations on request
by the Borrower);  and

     (g)    on demand from time to time the Borrower shall pay 
for the account of the Indemnified Party the amount  certified by
an Authorised Officer of the  Indemnified Party to be necessary
to compensate the  Indemnified Party or the relevant holding
company  (as the case may be) for the increased cost or the 
reduction.  That certificate is conclusive.

     Without limiting the above in any way, this clause applies:

     (h)    to any law, official directive or request with 
respect to Taxation except an Excluded Tax or on  reserve,
liquidity, capital adequacy, special  deposit or similar
requirements;

     (i)    to official directives or requests which do not have 
the force of law where it is the practice of  responsible bankers
or financial institutions in the  country concerned to comply
with them; and

     (j)    where the increased cost or the reduction arises 
because the relevant Indemnified Party or any of its  holding
companies is restricted in its capacity to  enter other
transactions, is required to make a  payment, or forgoes or earns
reduced interest or  other return on any capital or on any sum
calculated  by reference in any way to the amount of any 
Segment, any Letter of Credit, its Commitment or to  any other
amount paid or payable or received or  receivable under any
Transaction Document or  allocates capital to any such sum.

14.2    Minimisation

     (a)    (No defence) It will not be a defence that any cost, 
reduction or payment referred to in this clause  could have been
avoided.

     (b)    (Negotiation)  At the request of the Borrower the 
Agent and any relevant Participant shall negotiate  in good faith
with the Borrower with a view to  finding a way of minimising any
cost, reduction or  payment or the effect of any unlawfulness or 
impracticability referred to in clause 14.5.

14.3    Survival of obligations

     This clause survives the repayment of any relevant Segment,
Letter of Credit or Principal Outstanding and the termination of
this Agreement.

14.4    Prepayment on increased costs

     (a)    Within 60 days after the Borrower receives a notice 
under clause 14.1(e), the Borrower may notify the  relevant
Participant through the Agent that it  wishes to prepay the
Participant's participation in  any Segment affected or cancel
any Letter of Credit  affected (if that Letter of Credit has not
been  drawn on).

     ?    The notification will be irrevocable.  In the case  of
the Term Facility, the Borrower shall prepay in  accordance with
it on the last day of the relevant  Funding Period or Funding
Periods current when the  notification is given (in the case of
the Term  Facility).  In the case of the LC Facility, the 
Borrower shall procure the release and return of the  relevant
Letter of Credit by the Beneficiary to the  Agent and if that
Letter of Credit has not been  drawn on, the Agent will cancel
it.

14.5    Illegality

     If the making of, or a change in the interpretation or
application by any Governmental Agency of, any law or treaty
makes it unlawful or impracticable for any Participant to make,
fund or maintain the advances or accommodation required under
this Agreement:

     (a)    that Participant may terminate its Commitment by 
notice to the Borrower;

     (b)    if required by the law or treaty, or if necessary to 
prevent or remedy a breach of the law or treaty, the  Borrower
shall:

 (i)   in the case of the Term Facility, prepay that 
Participant's participation in the Principal  Outstanding; or

 (ii)    in the case of a Letter of Credit, the  Borrower will
procure the cancellation and  return to the Agent of the relevant
Letter of  Credit and pay to the Agent for the account  of the
Participants the total face amount of  any relevant outstanding
Letters of Credit,  together with all interest, fees and other
amounts  payable to that Participant under this Agreement, on 
the date which is the earlier of:

 (iii)   10 Business Days after the Borrower became  aware of the
requirement to repay; and

 (iv)    the last day permitted under the relevant law  or
treaty; and

     (c)    the Borrower (if relevant) procure the cancellation 
and return of the relevant Letter of Credit and  shall make the
prepayment immediately or, if in the  opinion of the relevant
Participant delay in  prepayment is permitted by the law or
treaty, or  will not cause a breach of the law or treaty, on the 
latest permitted day.

15.   CONDITIONS PRECEDENT

15.1    Conditions precedent to Drawdown Notice

     The right of the Borrower to give a Drawdown Notice and the
obligations of each Participant under this Agreement are subject
to the condition precedent that the Agent receives all of the
following in form and substance satisfactory to the Agent:

     (a)    (verification certificate)  a certificate in 
relation to each Group Member given by a director of  the Group
Member respectively substantially in the  form of annexure F with
the attachments referred to  and dated not earlier than [CT
REQUESTED] the first  Drawdown Date (or such shorter period as
the Agent  agrees in writing);

     (b)    (Charges)  a Charge from each Group Member (other 
than Fortronic and PSS) and evidence that each such  Charge and
each Collateral Security has been or will  be provisionally
registered by the Australian  Securities Commission of New South
Wales free from  all prior Security Interests and third party
rights  and interests;

     (c)    (stamping)  evidence that each Relevant Document has 
been stamped if necessary or will be lodged for  stamping at any
relevant authority and the Agent is  satisfied that the Borrower
will be able to pay all  relevant stamp duty when required;

     (d)    (Relevant Documents)  duly executed and stamped 
counterparts of:  (i)   each [CT REQUESTED];  (ii)    the [CT
REQUESTED] Agreement;  (iii)   each agreement [CT REQUESTED];

 (iv)    each [CT REQUESTED]; and

 (v)   each [CT REQUESTED];

     (e)    (Searches) results of company searches of all 
Relevant Companies;

     (f)    (Fortronic)  if Fortronic has complied with sections 
205(10)(a) to (h) of the Corporations Law prior to  the relevant
Drawdown Notice:

 (i)   a certificate signed by a director and  secretary of
Fortronic under section 206(6)  of the Corporations Law
substantially in the  form of Annexure G;

 (ii)    a Charge from Fortronic and evidence that  such Charge
and each Collateral Security has  been or will be provisionally
registered by  the Australian Securities Commission of New  South
Wales free from all prior Security  Interests and third party
rights and  interests; and

 (iii)   a Guarantor Accession Deed duly executed by  Fortronic. 
(g)    (Sale Agreements)  evidence that:  (i)   all conditions
precedent under the Sale  Agreements have been satisfied;

 (ii)    within [CT REQUESTED] of Completion:   (1)    [CT
REQUESTED] will be the beneficial  owner of [CT REQUESTED] of the
issued  shares [CT REQUESTED];

 (2)    [CT REQUESTED] will be the beneficial  owner of not less
than [CT REQUESTED]  of the issued shares in the Borrower;  (3)  

the [CT REQUESTED] will be the  beneficial owners of all the
issued  shares in the Borrower not owned by  [CT REQUESTED];

 (4)    the [CT REQUESTED] will be the sole  beneficial owner of
the [CT REQUESTED];

 (5)    the [CT REQUESTED] will be the sole  beneficial owner of
the [CT  REQUESTED]; and

 (iii)   if the proceeds of the relevant accommodation  under the
Drawdown Notice are to be used to  purchase shares in PSS, ABN
Pacific will  within [CT REQUESTED] be:

 (1)    if Scenario 2 occurs, the beneficial  owner [CT
REQUESTED] of the issued  shares in PSS; or

 (2)    if Scenario 3 occurs, the beneficial  owner [CT
REQUESTED] of the issued  shares in PSS.

     (h)    (Bank's lawyers' opinion)  an opinion of Allen Allen 
& Hemsley, Australian legal advisers and Chapman  Tripp Sheffield
Young, New Zealand legal advisers,  to the Agent on behalf of the
Participants  substantially in the form initialled by the Agent
on  or before the date of this Agreement;

     (i)    (FIRB approval) evidence of approval under the 
Foreign Acquisitions Act 1975 (Cth) for the  acquisitions
contemplated by the Sale Agreement so  far as they relate to
Australia;

     (j)    (New Zealand approval) evidence that no approval is 
required under the Overseas Investment Act 1975  (New Zealand) or
the 1995 Regulations issued under  that Act for the acquisitions
contemplated by the  Sale Agreements so far as they relate to New

Zealand;

     (k)    (copies of Authorisations and conditions precedent) 
certified copies of all relevant Authorisations and  other
conditions precedent referred to in the Sale  Agreements;

     (l)    (ABN undertaking) an undertaking from ABN to the 
effect that:  (i)   any new business of ABN or its Subsidiaries 
in Asia which is the same as the Business  will be offered first
to the Borrower or  another Group Member; and

 (ii)    ABN will promptly provide to the Agent all  publicly
available reports released by it,  including without limitation,
copies of  reports provided by it to any person who has  provided
financial accommodation to it;

     (m)    (Executive contracts)  a certified copy of each 
employment letter entered into by the Borrower or a  Group Member
with an Executive;

     (n)    (consent of shareholders)  a consent signed by each 
shareholder of a Guarantor consenting to that  Guarantor entering
into the Transaction Documents  even though it might constitute a
breach of  directors' duties;

     (o)    (fee letter)  a letter signed by the Borrower 
relating to fees payable to the Agent and  Participants with
respect to the Facilities;

     (p)    (Real Property Leases) evidence that, to the extent 
possible under clause 7 of the Australian Sale  Agreement and
clause 6 of the New Zealand Sale  Agreement, each Real Property
Lease has been  assigned to a Group Member; 

     (q)    (independent directors) evidence that two 
independent directors satisfactory to the Agent have  been
appointed to the board of the Borrower; and

     (r)    (insurance) evidence that all relevant insurance, 
which is to comply with 17.2(c), has been taken out.  15.2   
Condition Precedent to initial accommodation

     The obligation of each Participant initially to make
available any financial accommodation under the Facility is
subject to the further condition precedent that before or
simultaneously with a making of that financial accommodation the
Agent receives in form and substance satisfactory to the Agent: 
(a)    (Completion)  evidence that Completion under the  Sale
Agreements has occurred and all relevant title  documents and, in
the case of Scenario 2 or Scenario  3, evidence that PSS
Completion under the Sale  Agreements has occurred; 

     (b)    (Equity)  evidence that the Equity Investor and 
ABNAH have subscribed for, and paid in full,  ordinary shares in
the Borrower for a total amount  (including nominal value and
premium) of [CT  REQUESTED];

     (c)    (AIL Debt)  evidence that an amount of not less than 
[CT REQUESTED] has been provided to the Borrower  under AIL Debt;

     (d)    (fees)  all fees as required under this Agreement; 
and

     (e)    (letter from lawyers)  a letter from Mallesons 
Stephen Jaques, lawyers for the Borrower, as to  finalisation of
Completion.

15.3    Conditions subsequent to initial accommodation

     The obligations of each Participant under this Agreement
after the first Drawdown Date are subject to the condition
subsequent that the Agent receives [CT REQUESTED] (acting on the
instructions of the Participants) agree, all of the following in
form and substance satisfactory to the Agent:  (a)   
(verification certificate)  a certificate in  relation to each
Group Member (other than PSS if  Scenario 1 or Scenario 2 occurs)
which has not  become a Guarantor and provided a Charge as of the

first Drawdown Date given by a director of the Group  Member
substantially in the form of annexure F with  the attachments
referred to;

     (b)    (shareholding)  evidence that the shareholdings in 
the Group Members are as set out in clause 16.1(q);

     (c)    (charges)  a Charge from each Group Member (other 
than PSS and ABN Pacific if Scenario 1 or Scenario 2  occurs)
which has not provided one prior to the  first Drawdown Date and
evidence that each such  Charge has been or will be provisionally
registered  by the Australian Securities Commission free from 
all prior Security Interests and third party rights  and
interests;

     (d)    (stamping)  evidence that each Charge referred to in 
paragraph (c) and Guarantor Accession Deed referred  to in
paragraph (e) has been stamped if necessary or  will be lodged
for stamping at any relevant  authority and the Agent is
satisfied that the  Borrower will be able to pay all relevant
stamp duty  when required;

     (e)    (Accession Deed) an executed and stamped counterpart 
of the Guarantor Accession Deed for each Group  Member referred
to in paragraph (a) and evidence of  the Guarantor Accession
Deed's due execution by each  party to it;  (f)    (consent of
shareholders)  a consent signed by each  shareholder of a Group
Member referred to in  paragraph (a) consenting to that Group
Member  entering into the Transaction Documents even though  it
might constitute a breach of directors' duties;

     (g)    (certificate of compliance)  a certificate by a 
director and secretary of each Group Member referred  to in
paragraph (a) under section 206(6) of the  Corporations Law
substantially in the form of  annexure G;

     (h)    (Material Document) where a Material Document is to 
be novated to a Group Member under the Sale  Agreements and that
novation requires the consent of  a counterparty to the Material
Document, evidence  that the counterparty has given that consent;

     (i)    (PSS) unless Scenario 1 occurs, evidence that BABN 
has waived, or may no longer exercise, any rights it  has or had
to purchase any shares in PSS; and

     (j)    (KPMG report) a copy of the report provided by KPMG 
under clause 4.1 of the Australian Sale Agreement.

15.4    Conditions precedent 

     The obligations of each Participant or the Agent to make
available each Segment or any Letter of Credit are subject to the
further conditions precedent that:

     (a)    (representations true)  the representations and 
warranties by the Borrower and each Guarantor in the  Transaction
Documents are true as at the date of the  relevant Drawdown
Notice or Selection Notice and the  relevant Accommodation Date
as though they had been  made at that date in respect of the
facts and  circumstances then subsisting;

     (b)    (no default)  (i)   no Event of Default is subsisting
at the date  of the relevant Drawdown Notice or Selection  Notice
and the relevant Accommodation Date or  will result from the
provision of the Segment  or amount; and

 (ii)    in the case of a Drawdown Notice, no  Potential Event of
Default is subsisting at  the date of the Drawdown Notice and the

relevant Accommodation Date or will result  from the provision of
the Segment or amount;

     (c)    (Authorisation)  all necessary Authorisations for 
the provision of that Segment or amount have been  obtained; and

     (d)    (Material adverse change) there has been no change 
in the financial condition of the Relevant Companies  or the
Business which, in the reasonable opinion of  the Agent acting on
the instructions of the Majority  Participants, may have a
Material Adverse Effect.

16.   REPRESENTATIONS AND WARRANTIES

16.1    Representations and warranties

     The Borrower and each Guarantor makes the following
representations and warranties.  (a)    (Status)  It is a
corporation validly existing under  the laws of the place of its
incorporation specified  in this Agreement.

     (b)    (Power)  It has the power to enter into and perform 
its obligations under the Transaction Documents to  which it is
expressed to be a party, to carry out  the transactions
contemplated by those documents and  to carry on its business as
now conducted or  contemplated.

     (c)    (Corporate authorisations)  It has taken all 
necessary corporate action to authorise the entry  into and
performance of the Transaction Documents to  which it is
expressed to be a party, and to carry  out the transactions
contemplated by those  documents.

     (d)    (Documents binding)  Subject to general principles 
of equity and laws affecting creditors' rights  generally:

 (i)   each Transaction Document to which it is  expressed to be
a party is its valid and  binding obligation enforceable in
accordance  with its terms, subject to any necessary  stamping
and registration;

 (ii)    subject to the relevant assumptions and  qualifications
made in the legal opinions  referred to in clause 15.1(h), each
Charge  and any Collateral Security is valid security  over the
Mortgaged Property with the priority  stated; and

 (iii)   each Material Document to which it is a party  is valid
and binding on it and enforceable  against it in accordance with
its terms.

     (e)    (Transactions permitted)  The execution and 
performance by it of the Transaction Documents to  which it is
expressed to be a party and each  transaction contemplated under
those documents did  not and will not violate in any material
respect a  provision of:

 (i)   a law or treaty or a judgment, ruling, order  or decree of
a Governmental Agency binding on  it;

 (ii)    its memorandum or articles of association or  other
constituent documents; or

 (iii)   any other document or agreement which is  binding on it
or its assets,

 and, except as provided by the Transaction Documents, did not
and will not:

 (iv)    create or impose a Security Interest on any  of its
assets; or

 (v)   allow a person to accelerate or cancel an  obligation with
respect to Financial  Indebtedness, or constitute an event of 
default, cancellation event, prepayment event  or similar event
(whatever called) under an  agreement relating to Financial
Indebtedness,  whether immediately or after notice or lapse  of
time or both.

     (f)    (Accounts)

 (i)   Its most recent consolidated and  unconsolidated audited
Accounts give a true  and fair view of the matters with which
they  deal.

 (ii)    There has been no subsequent change in its  and its
Subsidiaries' state of affairs which  is likely to have a
Material Adverse Effect.

 (iii)   Those Accounts are prepared consistently with  past
practice of the Group and comply with  current accounting
practice except to the  extent disclosed in them and with all 
applicable laws.

 (iv)    All material Financial Indebtedness and other  material
contingent liabilities are disclosed  in those Accounts.

 (v)   No Relevant Company has executed a Guarantee  for the
purpose of obtaining an order under  s.313 of the Corporations
Law or an  equivalent provision or for the purpose of  complying
with any such order.

     (g)    (No litigation)  To the best of its knowledge, 
information and belief no litigation, arbitration,  Tax claim,
dispute or administrative or other  proceeding is current or
pending or, to its  knowledge, threatened, which if adversely
determined  is likely to have a Material Adverse Effect.

     (h)    (No default)

 (i)   It is not and none of its Subsidiaries is in  material
default under a document or  agreement (including an
Authorisation)  binding on it or its assets which relates to 
Financial Indebtedness or is material.

 (ii)    Nothing has occurred which constitutes an  event of
default, cancellation event,  prepayment event or similar event
(whatever  called) under those documents or agreements,  whether
immediately or after notice or lapse  of time or both, and which
is subsisting.

     (i)    (Authorisations)  Each Authorisation which is 
required in relation to:  (i)   the execution, delivery and
performance by it  of the Relevant Documents to which it is 
expressed to be a party and the transactions  contemplated by
those documents;

 (ii)    the validity and enforceability of those  documents and
the effectiveness or priority  of the Charge or any Collateral
Security; and

 (iii)   its business as now conducted or contemplated  and which
is material (including, without  limitation, under Environmental
Law),

 has been obtained or effected.  Each is in full  force and
effect.  It has complied with each of  them.  It has paid all
applicable fees for each of  them.

     (j)    (No misrepresentation)  All information provided by 
it to the Agent and the Participants is true in all  material
respects at the date of this Agreement or,  if later, when
provided.  Neither that information  nor its conduct and the
conduct of anyone on its  behalf in relation to the transactions
contemplated  by the Transaction Documents, was or is misleading,

by omission or otherwise.

     (k)    (Agreements disclosed)  Each document or agreement 
which is material to the Relevant Documents or the  ability of a
Relevant Company to perform its  obligations under a Relevant
Document, or which has  the effect of varying a Relevant
Document, has been  disclosed to the Agent in writing.

     (l)    (Copies of documents)  All copies of documents 
(including its latest audited Accounts and all  Authorisations)
given by it or on its behalf to the  Agent are true and complete
copies.  Those documents  are in full force and effect.

     (m)    (Title and Financial Indebtedness)

 (i)   It is the sole beneficial owner of the  Mortgaged Property
purported to be charged or  mortgaged by it and all material
assets  included in its latest audited Accounts free  of any
other third party right or interest  whatever other than as
permitted by clause  17.1(f).

 (ii)    None of its or its Subsidiaries' assets is  subject to a
Security Interest which is not  permitted by clause 17.1(f).

 (iii)   On Completion the Borrower will be the sole  beneficial
owner of:

 (1)    ABN Pacific; and

 (2)    the Holding Subsidiary.

 (iv)    On Completion the Holding Subsidiary will be  the sole
beneficial owner of all shares in  Fortronic and its Subsidiaries
will be the  sole beneficial owners of all Purchase  Divisions
free from any Security Interest;

 (v)   The Subsidiaries of the Holding Subsidiary  will have
assumed all Financial Indebtedness  owed to Fortronic on
Completion and (except  if Scenario 1 occurs) all Financial 
Indebtedness owed to PSS on PSS Completion.

     (n)    (Law)  It and each of its Subsidiaries has complied 
with all laws (including any Environmental Law)  binding on it
where breach may have a Material  Adverse Effect.

     (o)    (Environmental Law)  No act or omission has occurred 
and there is no circumstance relating to the  Mortgaged Property
or its business or the assets or  business of any of its
Subsidiaries, or the  Business,  which has given rise or may give
rise to:

 (i)   a substantial claim against it or any of its 
Subsidiaries;

 (ii)    a requirement of substantial expenditure by  it or any
of its Subsidiaries; or

 (iii)   a requirement that it or any of its  Subsidiaries ceases
or substantially alters  an activity,

 under Environmental Law to the best of the  knowledge,
information and belief of the Borrower  and each Guarantor.

 Without limitation none of its assets is  contaminated, all
assets are within applicable  environmental standards and all
emissions and  discharges are within standards or limits imposed
by  all relevant laws and Authorisations.  (p)    (Trust)  It
does not hold any assets as the trustee  of any trust other than:

 (i)   any implied, constructive or resulting trust  which arises
as part of the ordinary course  of its business; and

 (ii)    any superannuation trust which has been  notified to the
Agent.

     (q)    (Corporate tree)

 (i)   ABN will on Completion be the beneficial  owner of [CT
REQUESTED] of all issued shares  in ABNAH.

 (ii)    ABNAH will on Completion be the beneficial  owner of not
less than [CT REQUESTED] of all  issued shares in the Borrower.

 (iii)   The Equity Investors will on Completion be  the
beneficial owners of all the issued  shares in the Borrower not
owned by ABNAH.  (iv)    The Borrower will on Completion be the
sole  beneficial owner of all shares in the Holding  Subsidiary
and ABN Pacific.

 (v)   The Holding Subsidiary will on Completion be  the sole
beneficial owner of all Fortronic  Shares.

 (vi)    The Group Members will on Completion own all  assets
comprised in the Purchase Divisions.

 (vii)   ABN Pacific will on PSS Completion be:

 (A)    if Scenario 2 occurs, the beneficial  owner of [CT
REQUESTED] of the issued  shares in PSS; or

 (B)    if Scenario 3 occurs, the beneficial  owner of [CT
REQUESTED] of the issued  shares in PSS.

     (r)    (Subsidiaries)  It has no Subsidiaries at the date 
of this Agreement except for any Guarantor and as  disclosed in
paragraph (q).

     (s)    (Notifiable Transactions)  At the date of this 
Agreement neither the Borrower nor any Guarantor is  party to a
Notifiable Transaction except as agreed  by the Agent.

     (t)    (Financial Indebtedness)  At the date of this 
Agreement it has no Financial Indebtedness except as  disclosed
in annexure H.

     (u)    (Taxes)  It has punctually paid all Taxes owing by 
it other than Taxes which are being contested in  good faith.

     (v)    (Sale Agreements)  To the best of the Borrower's 
knowledge and belief there is no subsisting breach  by any party
under a Sale Agreement with respect to  that Sale Agreement.

16.2    Reliance on representations and warranties

     The Borrower and each Guarantor acknowledges that the Agent
and the Participants have entered the Transaction Documents in
reliance on the representations and warranties in this clause.

16.3    Repetition for Guarantors

     On the accession of any Guarantor under clause 35, the
representations and warranties in Clause 16.1 (other than
(m)(iii), (m)(iv) (q), (s), (t) and (v)) will automatically be
repeated in relation to that Guarantor by that Guarantor.

17.   UNDERTAKINGS

17.1    General undertakings

     The Borrower and each Guarantor undertakes to each
Indemnified Party as follows, except to the extent that the Agent
acting on the instructions of the Majority Participants consents.

(a)    (Corporate reporting and information)  It will  provide to
the Agent in sufficient copies for the  Participants:

 (i)   (annual Account)  as soon as practicable (but  within 120
days) after the close of each of  its financial years copies of
its  consolidated and unconsolidated audited  Accounts in respect
of that financial year  including balance sheets, cashflow and
profit  and loss statements;

 (ii)    (quarterly reports)  as soon as practicable  (but within
30 days after the end of each  quarter) copies of its
consolidated and  unconsolidated quarterly financial reports 
including balance sheets, cashflow and profit  and loss
statements and summary of cash flow  and adjusted forward cash
flow for the next  quarter;

 (iii)   (monthly reports) as soon as practicable (but  within 15
days after the end of each calendar  month) copies of its
consolidated and  unconsolidated monthly financial reports 
including balance sheets, cashflow and profit  and loss
statements and summary of cash flow  and adjusted forward cash
flow for the next  calendar month;  (iv)    (budget)    (1)   
not less than 30 days before the close  of each of the Borrower's
financial  years, a draft budget for the Group  for the
succeeding financial year; and

 (2)    not less than 15 days before the close  of each of the
Borrower's financial  years, a budget for the Group for the 
succeeding financial year approved by  the directors of the
Borrower;

 (v)   (compliance)  at the time it provides the  Accounts
referred to in sub-paragraph (i) a  certificate signed by two
directors of the  Borrower in a form acceptable to the Agent 
which discloses all Notifiable Transactions  in the period since
a certificate was last  provided under this sub-paragraph;

 (vi)    (narrative) if a line item in any annual  Account
provided under sub-paragraph (i),  quarterly report provided
under sub-paragraph  (ii) or monthly report provided under 
sub-paragraph (iii) [CT REQUESTED] from the  same line item in
the relevant budget  provided under sub-paragraph (iv)(B), a 
narrative explaining the reason for that  variance;

 (vii)   (ratios)  at the time it provides the  Accounts referred
to in sub-paragraphs (i)  and (ii) a certificate signed by the
managing  director and chief financial officer of the  Borrower
at that time which certifies whether  in their opinion the Group
Members have  complied with the financial undertakings in  clause
17.4 and which details:   (1)    the figures and calculations 
supporting the certificate; and

 (2)    any past breaches of those  undertakings not already
notified and,  if applicable, how they were remedied;

 (viii)  (documents issued to shareholders)  promptly,  all
documents which applicable law requires  it to issue to its
shareholders, debenture  holders or holders of other Marketable 
Securities issued by it;

 (ix)    (litigation)  promptly, written particulars  of any
litigation, arbitration, Tax claim,  dispute or administrative or
other proceeding  in relation to the Mortgaged Property or it  or
its Subsidiaries involving a claim  exceeding [CT REQUESTED] or
its equivalent  other than a claim for worker's compensation;

 (x)   (Governmental Agency)  promptly, any notice,  order or
material correspondence from or with  a Governmental Agency
relating to the  Mortgaged Property or its use or the Business 
which may have a Material Adverse Effect;

 (xi)    (other information)  promptly, any other  information in
relation to the Mortgaged  Property or its or its Subsidiaries' 
financial condition or business which the  Agent may reasonably
request.

     (b)    (Accounting principles)  It will ensure that the 
Accounts provided to the Agent under paragraph (a):

 (i)   comply with current accounting practice  except to the
extent disclosed in them and  with all applicable laws; and

 (ii)    give a true and fair view of the matters with  which
they deal.

     (c)    (Authorisations)  It will ensure that each 
Authorisation required for:

 (i)   the execution, delivery and performance by it  of the
Transaction Documents to which it is  expressed to be a party and
the transactions  contemplated by those documents;

 (ii)    the validity and enforceability of those  documents and
the effectiveness and priority  of the Charge or any Collateral
Security; and

 (iii)   the carrying on by it and its Subsidiaries of  its and
the Business as now conducted or  contemplated (including under
Environmental  Law),

 is obtained and promptly renewed and maintained in  full force
and effect.  It will pay all applicable  fees for them.  It will
provide copies promptly to  the Agent when they are obtained or
renewed upon the  request of the Agent.

     (d)    (Notice to Agent)  It will notify the Agent as soon 
as it becomes aware of:

 (i)   any Event of Default or Potential Event of  Default;

 (ii)    any proposal by a Governmental Agency to  acquire
compulsorily any of the Mortgaged  Property or the whole or a
substantial part  of its or any of its Subsidiaries' assets or 
business;

 (iii)   any substantial dispute between it or any of  its
Subsidiaries and a Governmental Agency;

 (iv)    any change in its Authorised Officers, giving  specimen
signatures of any new Authorised  Officer appointed, and, where
requested by  the Agent, evidence satisfactory to the Agent  of
the authority of any Authorised Officer;

 (v)   any change in its senior management or, if it  is or
becomes aware of any change in the  senior management of ABN,
that change; and

 (vi)    any representation give under clause 16 that  is
incorrect or misleading when made or  repeated.

     (e)    (Disposal of assets)  It will not sell or otherwise 
dispose of, part with possession of, or create an  interest in,
any of the Mortgaged Property or all or  a substantial part of
its assets or agree or attempt  to do so (whether in one or more
related or  unrelated transactions) except (and in the case of 
the Mortgaged Property, subject to the Charge and  any Collateral
Security):

 (i)   as permitted by paragraph (f);

 (ii)    disposals of assets in exchange for other  assets
comparable in value (other than a  factoring on recourse terms or
a sale and  Lease back or similar transaction); and

 (iii)   disposals in the ordinary course of  day-to-day trading
at arm's length for  valuable commercial consideration of:

 (1)    stock in trade; or

 (2)    any other single asset having a book  value less than or
equal to [CT  REQUESTED] or where total net book  value of that
asset and all such other  assets of the Group so disposed of in 
any calendar year does not exceed [CT  REQUESTED].

 Where a Subsidiary issues shares and its holding  company does
not acquire all the shares, or (as the  case may be) a ratable
portion of those shares  according to its then shareholding, the
holding  company will be taken to have disposed of the shares  it
does not acquire.

     (f)    (Negative pledge)  (i)   Except in the case of ABN
Pacific, it will  not create or allow to exist a Security 
Interest over its assets other than:

 (1)    the Charge or any Collateral Security;

 (2)    a lien arising by operation of law in  the ordinary
course of day-to-day  trading and not securing Financial 
Indebtedness where it duly pays the  indebtedness secured by that
lien  other than indebtedness contested in  good faith;

 (3)    a right of set off arising out of a  banker/customer
relationship or  implied by operation of law arising in  the
ordinary course of its business;  and

 (4)    any Subordinated Security.

 (ii)    In the case of ABN Pacific, it will not  create or allow
to exist a Security Interest  over its assets.

     (g)    (Security deposit)  It will not deposit or lend 
money on terms that it will not be repaid until its  or another
person's obligations or indebtedness are  performed or
discharged.  It will not deposit money  with or lend money to a
person (other than an  Indemnified Party) to whom it is, or is
likely to  become, actually or contingently indebted except  with
a bank or other financial institution in the  ordinary course of
its business.

     (h)    (Title retention)  It will not enter into an 
agreement with respect to the acquisition of assets  on title
retention terms except in the ordinary  course of day-to-day
trading.

     (i)    (Sale and Lease back)  It will not sell or otherwise 
dispose of any of its assets to a person where,  under the terms
of that sale or disposal, or under a  related transaction, that
asset is or may be Leased  to a Relevant Company or its
Associate.

     (j)    (Partnership and joint ventures)  It will not enter 
into a partnership or joint venture with another  person.

     (k)    (Corporate existence)  It will do everything 
necessary to maintain its corporate existence in  good standing. 
It will not transfer its  jurisdiction of incorporation or enter
any merger or  consolidation.

     (l)    (Compliance with law)  It will comply fully with all 
laws binding on it where non-compliance is likely to  have a
Material Adverse Effect.

     (m)    (Pay Taxes)  It will pay all Taxes payable by it 
when due, but:

 (i)   it need not pay Taxes for which it has set  aside
sufficient reserves and which are being  contested in good faith,
except where failure  to pay those Taxes may have a Material 
Adverse Effect; and

 (ii)    it will pay contested Taxes which it is  liable to pay
on the final determination or  settlement of the contest.

     (n)    (Compliance and enforcement of Material Documents) 
It will:

 (i)   comply fully with its obligations under the  Material
Documents (except, in the case of an  agreement relating to the
AIL Debt, to the  extent permitted under the Subordination 
Deed);

 (ii)    enforce each Sale Agreement to which it is a  party and
exercise its rights, authorities  and discretions under those
documents  prudently (and, while an Event of Default or 
Potential Event of Default subsists, in  accordance with the
directions (if any) of  the Agent); and

 (iii)   use its best endeavours to keep the Material  Documents
valid and enforceable.

     (o)    (Variation of Material Documents)  It will not:

 (i)   amend or vary, or consent to any amendment or  variation
of;

 (ii)    avoid, release, surrender, terminate,  rescind,
discharge (other than by  performance) or accept the repudiation
of;

 (iii)   expressly or impliedly waive, or extend or  grant time
or indulgence in respect of, any  provision of or obligation
under; or

 (iv)    do or permit anything which would enable or  give
grounds to another party to do anything  referred to in
sub-paragraphs (i), (ii) or  (iii) in relation to,

 a Material Document (except, in the case of an  agreement
relating to the AIL Debt, to the extent  permitted under the
Subordination Deed), but it may  amend or vary, or consent to any
amendment or  variation of, a document referred to in paragraph 
(j), (l) or (m) of the definition of Material  Document unless
that amendment or variation is  likely to have a Material Adverse
Effect.

     (p)    (Commercial dealings)

 (i)   It will not deal in any way with any person  except at
arms' length in the ordinary course  of business for valuable
commercial  consideration.

 (ii)    It will obtain a fair market rent or licence  fee for
any Lease granted by it in respect of  any Mortgaged Property.

 (iii)   It will ensure that all sales by a Relevant  Company of
its products are made on terms  that not more than six months'
credit after  delivery is granted for the purchase price.

     (q)    (Distributions) It will not declare or make or carry 
into effect any Distribution (whether in cash or in  kind and
whether out of capital, profits, surplus or  reserves) (other
than Distributions in relation to  the AIL Debt made in
accordance with paragraph (s)  or a Distribution made to the
Borrower or a  Guarantor) unless all of (i), (ii) and (iii) below

are satisfied.

 (i)   The Agent has approved the Distribution in  writing,
including an approval given at the  direction of the Majority
Participants in  relation to a Distribution detailed in a  budget
provided to the Agent under clause  17.1(a)(iv)(B).

 (ii)    No Event of Default or Potential Event of  Default has
occurred which is continuing  unremedied or which has not been
waived.

 (iii)   No declaration by the Agent under clause 18.2  has been
made.

     (r)    (Subordinated debt)  The Borrower will not declare 
or make or carry into effect any Distribution  (whether in cash
or in kind and whether out of  capital, profits, surplus or
reserves) with respect  to the AIL Debt except that it may:

 (i)   pay any interest paid with respect to the AIL  Debt if the
Agent is reasonably satisfied  that the Borrower is in compliance
with  clause 17.4(a); and

 (ii)    pay an amount equal to [CT REQUESTED] of the  Surplus
Cashflow for any financial year with  respect to principal of or
interest on the  AIL Debt calculated from the audited Accounts 
for [CT REQUESTERD] in the relevant financial  year, provided
that:

 (1)    the Group Members have complied with  clause 10.1 with
respect to that  financial year;

 (2)    there are no amounts due but unpaid by  any Group Member
under this Agreement;

 (3)    no Event of Default or Potential Event  of Default has
occurred which is  continuing unremedied or has not been  waived;
and

 (4)    no such payment may be made within:   (A)   [CT
REQUESTED] after the date  on which the Borrower is  entitled to
dispute the Agent's  calculation of [CT REQUESTED]  in accordance
with clause  10.4(b); or

  (B)   where relevant, [CT REQUESTED]  after the date on which
the  auditors or the Borrower makes  a determination under clause

10.4(c).

     (s)    (Financial assistance)  It will not:

 (i)   advance money or make available financial  accommodation
to or for the benefit of; or

 (ii)    give a Guarantee or Security Interest in  connection
with an obligation or liability  of,

 any person, but it may:

 (iii)   deposit funds with a bank in the ordinary  course of its
business unless it owes  Financial Indebtedness to that bank and
the  bank is not an Indemnified Party or a  Beneficiary; and

 (iv)    issue performance Guarantees with respect to  the
obligations of other Group Members in the  ordinary course of
business where the  aggregate maximum liability under all such 
Guarantees given by Group Members outstanding  at any time does
not exceed [CT REQUESTED];

 (v)   allow its customers to acquire goods and  services on
extended terms in the ordinary  course of trading;

 (vi)    enter into foreign exchange and interest rate  hedging
arrangements in good faith on normal  commercial terms at arm's
length in the  ordinary course of business and meet margin 
requirements under those arrangements;

 (vii)   enter into the Transaction Documents;

 (viii)  grant any Subordinated Charge or Subordinated 
Guarantee; and

 (ix)    advance money or make available financial  accommodation
to or for the benefit of the  Borrower or a Guarantor.

     (t)    (Business conduct)  It will carry on and conduct its 
business in a proper and efficient manner.  It will  not cease or
materially change its business or the  Business.  It will not,
and will ensure that each  Relevant Company will not, take action
whether by  acquisition or otherwise which alone or in aggregate 
would materially alter the nature of the Business or  the
business of the Group taken as a whole.

     (u)    (Financial Indebtedness)  It will not incur any
Financial Indebtedness except:  (i)   under the Transaction
Documents;

 (ii)    to any person who has given a Satisfactory  Charge;

 (iii)   Secured Financing;

 (iv)    the AIL Debt and any Subordinated Charge and 
Subordinated Guarantee;

 (v)   to a person who has entered into foreign  exchange or
interest rate hedging agreements  referred to in clause (s)(vi);
or

 (vi)    finance Leases where the aggregate maximum  liability of
all Group Members under those  Leases at any time does not exceed
[CT  REQUESTED].

     (v)    (Subsidiaries)

 (i)   It will not create or acquire a Subsidiary  unless (except
in the case of PSS if Scenario  1 or Scenario 2 occurs) at the
time of  becoming a Subsidiary the Subsidiary becomes  a
Guarantor pursuant to clause 35 and gives a  Satisfactory Charge
(subject, in the case of  Fortronic, to Fortronic having complied
with  sections 205(10)(a) to (h) within 30 days of  the first
Drawdown Date).

 (ii)    It will ensure that each of its Subsidiaries  complies
with paragraphs (e) to (ad)  inclusive as if binding on each of
them and  as if references to it were to the  Subsidiary.

     (w)    (Ratification)  As shareholder of any Relevant 
Company, it ratifies and confirms the execution,  delivery and
performance by each Relevant Company of  each Transaction
Document.  It will be taken to have  ratified and confirmed the
execution, delivery and  performance of each Satisfactory Charge
and each  Guarantor Accession Deed to which any entity of  which
it is a shareholder is at any time expressed  to be party.

     (x)    (Acquisitions)  It will not acquire or establish any 
business or acquire any shares in any person other  than a
Relevant Company.

     (y)    (Capital expenditure)  It will not incur capital 
expenditure other than under a capital expenditure  budget
submitted to the Agent under clause  17.1(a)(iv)(B) and approved
by the Agent, which  approval shall not be unreasonably withheld
having  regard to the financial conditions and prospects of  the
Group and the Business at the time.

     (z)    (Issues)  It will not issue any Marketable Security 
or agree to do so or grant a person a right to take  up any
Marketable Security whether exercisable now  or in the future or
if a contingency occurs, other  than to its holding company.

     (aa)   (Inspection)  The Agent or persons authorised by it 
may at any reasonable time inspect with prior  reasonable notice
and require the provision of  copies of the records, and inspect
the premises, of  any Relevant Company and inspect the Mortgaged 
Property.  Each Relevant Company will do everything  in its power
to assist that inspection and provide  those copies and will
ensure that its employees and  officers do the same.

     (ab)   (Asian business) It shall notify the Agent as soon 
as it is referred any business in Asia by ABN in  accordance with
the undertaking referred to in  clause 15.1(m)(i).  (ac)   (ABN
Pacific)  In the case of ABN Pacific if PSS is  not a Guarantor:

 (i)   it shall not carry on any business or incur  any Financial
Indebtedness; and

 (ii)    it shall ensure that PSS does not:

 (1)    issue any Marketable Security to any  person;

 (2)    create or allow to exist a Security  Interest over its
assets; or

 (3)    incur any Financial Indebtedness.

     (ad)   (Sale Agreement warranties)  Each Group Member 
shall:  (i)   notify the Agent of any breach of any; and

 (ii)    unless otherwise agreed with the Agent acting  on the
instructions of the Majority  Participants, enforce each,

 warranty or other right to which it is or becomes  entitled
under a Sale Agreement with respect to the  purchase of the
Business, PSS, Fortronic or any  Purchase Division.

     (ae)   (Environmental audit)  Within 6 months of the date 
of this Agreement the Borrower shall procure the  completion of
an audit of each Real Property to  ensure that clause 16.1(o) is
correct at the date of  that audit with respect to that Real
Property and,  to the extent that the audit discloses action to
be  taken to make the representation in clause 16.1(o)  correct,
will:

 (i)   undertake that action; and

 (ii)    notify, and to get any necessary directions  or orders
from, relevant authorities in order  to bring an action under the
relevant  warranties under the Sale Agreements.  The Borrower
will promptly provide the Agent with a  copy of that audit.  17.2

  Undertakings relating to Mortgaged Property

     The Borrower and each Guarantor undertakes to each
Indemnified Party as follows, except to the extent that the Agent
acting on the instructions of the Majority Participants consents
otherwise.  (a)    (Pay outgoings)

 (i)   Subject to sub-paragraph (ii), it will  promptly pay all
outgoings payable by it in  respect of the Mortgaged Property
(including  rent royalties and Taxes).

 (ii)    It need not pay outgoings which are being  contested in
good faith except where failure  to pay may have a Material
Adverse Effect.

 (iii)   It will pay contested outgoings which it is  liable to
pay on the final determination or  settlement of the contest.

 (iv)    On request by the Agent it will immediately  provide to
the Agent evidence of every  payment covered by this undertaking.

     (b)    (Maintenance)

 (i)   It will maintain the Mortgaged Property in a  good state
of repair and in good working  order and condition.

 (ii)    On being reasonably required to do so by the  Agent it
will immediately amend every  material defect in the repair and
condition  of the Mortgaged Property (fair wear and tear 
excepted).

     (c)    (Insurance)

 (i)   (General obligation)  In its name and in the  name of the
Agent on behalf of the  Participants it will:

 (1)    insure and keep insured the Mortgaged  Property which is
of an insurable  nature to the full replacement or 
re-instatement value; and

 (2)    take out and keep in force other  insurance with respect
to the  Business, the Mortgaged Property and  each business in
which the Mortgaged  Property is used (including any  insurance
reasonably requested by the  Agent and public risk, worker's 
compensation, product liability,  business interruption insurance
and  fidelity insurance),

 in the manner and to the extent:

 (3)    which the Agent determines reasonable  and customary for
a business  enterprise engaged in a similar  business and in a
similar locality,  and for property of the nature of the 
Mortgaged Property; or

 (4)    for so long as the Agent has made no  determination or
request under this  sub-paragraph (i), which a business 
enterprise holding similar property,  and engaged in a business
in a similar  locality, would prudently insure  against.

 (ii)    (Payment of premiums)  It will pay when due  all
premiums, commissions, levies, stamp  duties, charges and other
expenses necessary  for taking out those insurance policies and 
keeping them in force.

 (iii)   (Insurers)  It will take out each insurance  policy with
independent and reputable  insurers approved by the Agent located
in  jurisdictions approved by the Agent. The  Agent will not
unreasonably withhold that  approval.

 (iv)    (Information)  On request it will provide to  the Agent
certificates of currency in respect  of all insurance policies,
and other details  on the insurance policies which the Agent 
requires.

 (v)   (Annual report)  On or about each anniversary  of the date
of this Agreement it will provide  to the Agent a report on those
insurance  policies at the date of the report and on  claims and
other material events with respect  to those insurances during
the previous  twelve months.

 (vi)    (No prejudicial action)  It will not do,  permit, or
omit to do, anything which may  prejudice an insurance policy.

 (vii)   (Contents of policy)  Without limiting  sub-paragraph
(i), it will ensure that each  insurance policy is on terms and
conditions  satisfactory to the Agent and, without  limitation,
provides that:

 (1)    the Agent (on behalf of the  Participants) is named as
loss payee  with respect to payments required  under paragraph
(B);

 (2)    if in any [CT REQUESTED] period claims  under the policy
exceed [CT  REQUESTED], proceeds in excess of that  amount will
be paid to the Agent;

 (3)    the insurer waives its right to set  off or counter claim
or to make any  other deduction or withholding against  the Agent
and each person claiming  under the Agent;

 (4)    all claims for insurance premiums,  levies, stamp duties,
charges or  commissions against the Agent and each  person
claiming under the Agent are  waived;

 (5)    the insurer will not terminate the  policy unless the
relevant default or  breach remains unremedied for at least  [CT
REQUESTED] after notice by the  insurer to the Agent specifying
the  default or breach;

 (6)    to the extent that the policy covers  the interest of the
Agent and the  Participants the insurer will not  refuse or
reduce a claim or cancel or  avoid the policy except where the 
right to do so results from the fraud  of the Agent or a
Participant;

 (7)    a claim for replacement or  re-instatement value will be
paid even  though the relevant asset is not  replaced or
re-instated; and

 (8)    there is no averaging provision.

 (viii)  (Remedy of default)  If:

 (1)    it fails to take out or to keep in  force an insurance
policy;

 (2)    the Agent determines that the insurer  may become
entitled to cancel or avoid  an insurance policy; or

 (3)    the Agent reasonably determines that  the insurer under a
policy may not be  capable of meeting a claim,

 the Agent may do anything which it determines  is advisable or
necessary to take out or keep  in force that policy or to take
out a new  policy complying with this clause at the cost  of the
Relevant Company and or in the name of  the Relevant Company or
the Participants or  both.  The Agent is not obliged to do 
anything under this sub-paragraph.

 (ix)    (Enforcement by Agent)  It will do everything 
(including providing documents, evidence and  information)
necessary or desirable in the  opinion of the Agent to enable the
Agent to  claim, and to collect or recover money due,  under or
in respect of, an insurance policy.

 (x)   (Notice of claims)  As soon as possible it  will notify:

 (1)    (A)   the Agent; and

  (B)   (when it is required or it is  advisable to do so) the 
relevant insurer,

  of any event which does or may give  rise to a claim of [CT
REQUESTED] or  its equivalent or more under an  insurance policy;
and

 (2)    the Agent of:   (A)   a cancellation, change or 
reduction in an insurance  policy;

  (B)   an insurance policy becoming  void or voidable; or

  (C)   any other material circumstance  or correspondence
relating to  an insurance policy.

 (xi)    (Use of insurance proceeds)  Except as  otherwise
required under the Sale Agreements,  it will use the proceeds of
all insurance  policies received by it as follows:

 (1)    while an Event of Default subsists:

  (A)   for a purpose described in  sub-paragraph (B); or

  (B)   towards payment of the Secured  Moneys,

  at the option of the Agent; or

 (2)    if no Event of Default subsists:

  (A)   to the extent necessary towards  replacement, repair or 
reimbursement of the Mortgaged  Property; and

  (B)   to discharge the relevant  liability or to make good the 
relevant loss covered by the  insurance policy.

 The Agent will make available all proceeds  received by the
Agent as and when the  proceeds are actually required.  The
Relevant  Company will apply any surplus to reduce the  Secured
Moneys.

     (d)    (Preservation and protection of security)

 (i)   It will promptly do everything necessary or  reasonably
required by the Agent:

 (1)    to preserve and protect the value of  the Mortgaged
Property; and

 (2)    to protect and enforce its title and  the title of the
Agent and the  Participants as mortgagee to the  Mortgaged
Property.

 (ii)    Without limiting the generality of  sub-paragraph (i),
it will not permit  lodgement of a caveat forbidding the 
recording of an interest of it or the Agent  or a Participant in
the Mortgaged Property.

 (iii)   If a caveat is lodged (other than a caveat  lodged by
the Agent on behalf of the  Participants) it will promptly do
everything  in its power to remove it.

 (iv)    The generality of this paragraph does not  limit, nor is
it limited by, the generality  of any other paragraph of this
clause.

     (e)    (Other Security Interests)  It will comply fully 
with all Security Interests affecting the Mortgaged  Property and
the obligations secured by those  Security Interests.

     (f)    (Environmental Law)

 (i)   It will maintain procedures which in the  opinion of the
Agent are adequate to monitor:

 (1)    its compliance with Environmental Law  and
Authorisations; and

 (2)    circumstances which may give rise to a  claim or to a
requirement of  substantial expenditure by it or of  cessation or
material alteration of  its activity (Perilous Circumstances).

 In particular but without limitation it shall  ensure that
management and other procedures  are in place to implement,
monitor or  otherwise address at all times the  Environmental
issues referred to in the  report by [CT REQUESTED] dated [CT
REQUESTED]  entitled [CT REQUESTED] and all  recommendations of
the audit referred to in  clause 17.1(a) which can reasonably be 
implemented.

 (ii)    Where the Agent reasonably suspects that it  is not
complying with sub-paragraph (i) or  with an Environmental Law or
Authorisation in  any material respect, the Agent may have an 
audit conducted of its procedures, its  compliance and any
Perilous Circumstances.  Before conducting the audit the Agent
shall  notify the Borrower of its intention to  conduct the
audit.  The Borrower will be  entitled to detail to the Agent its

compliance with Environmental Laws, and the  Agent will not
commence the audit until the  Borrower has had a reasonable time
in which  to satisfy the reasonable concerns of the  Agent under
this paragraph (ii).  The  Borrower will do everything necessary
to  facilitate that audit.

 (iii)   Where the procedures or the audit referred to  in this
paragraph reveal any non-compliance  with Environmental Law or
Authorisations, or  reveal any Perilous Circumstances, it will 
promptly remedy them.

 (iv)    If the Agent has conducted more than one  audit under
sub-paragraph (ii) in any 12  month period, the cost of each
additional  audit in that period will be borne by the  Agent
unless the audit reveals non-compliance  with Environmental Law
or Authorisations  which is likely to have a Material Adverse 
Effect (in which case the cost of the audit  will be borne by the
Borrower).

17.3    Undertakings relating to Marketable Securities

     If Scenario 2 or Scenario 3 occurs, the Borrower and each
Guarantor undertakes to maintain and protect all Marketable
Securities in PSS (for so long as PSS is not a Guarantor) or any
non-wholly owned Subsidiary included in the Mortgaged Property. 
Without limitation, it  undertakes as follows, except to the
extent that the Agent acting on the instructions of the Majority
Participants consents otherwise.  (a)    (Notify rights offered
or accruing)  It will:

 (i)   notify the Agent immediately if it becomes  entitled to,
or is offered, New Rights; and

 (ii)    ensure that all documents relating to New  Rights or
arising out of their subscription,  taking up or exercise are
delivered to the  Agent.

     (b)    (Subscribe to rights)  If the Agent directs, it will 
promptly subscribe to, take up or exercise New Rights.

     (c)    (Remedy defects)  It will remedy each defect in its 
holding of those Marketable Securities.

     (d)    (Take proceedings)  It will take or defend all legal 
proceedings which the Agent requires to protect or  recover those
Marketable Securities.

     (e)    (Execute documents)  It will execute each document 
to which it is expressed to be a party in relation  to any thing
required under this clause.

     (f)    (Pay calls)  It will duly pay all calls in respect 
of those Marketable Securities.

     (g)    (Deliver documents)  Immediately on receipt by it or 
for its account, it will deliver to the Agent but  not by way of
mortgage each certificate, acceptance,  contract note or transfer
for those Marketable  Securities;

     (h)    (Return of documents)  If the Agent makes available 
a document relating to those Marketable Securities  or New Rights
for registration, stamping, exercise,  acceptance or another
purpose:

 (i)   it will ensure that the document or each  resulting or
replacement document (as the  case may be) is delivered directly
to the  Agent when available or returned; and

 (ii)    to the extent required by the Agent, it will  ensure
that all persons dealing with it have  notice of the Security
Documents.

     (i)    (Nothing prejudicial)  It will not do or omit to do 
anything which might render those Marketable  Securities liable
to forfeiture, cancellation,  avoidance or loss or might
otherwise prejudicially  affect the interest of the Agent and the

Participants in them or their value.

     (j)    (Meetings of shareholders or unitholders)  It will 
immediately provide to the Agent certified copies of  all reports
and other documents received by it in  its capacity as a holder
of those Marketable  Securities or relating in any way to those 
Marketable Securities including any report or notice  of any
meeting which the holder of Marketable  Securities is entitled to
attend or vote at or both.

     (k)    (Vote)

 (i)   Subject to sub-paragraph (ii), it will vote  those
Marketable Securities in a prudent  manner.

 (ii)    It will not vote those Marketable Securities  while an
Event of Default or Potential Event  of Default subsists or after
the Security  Documents have been enforced, except with the 
consent of the Agent.

17.4    Financial undertakings

     The Borrower and each Guarantor undertake to each
Indemnified Party as follows, except to the extent that the Agent
acting on the instructions of the Majority Participants consents.

     (a)    (Debt service cover)  It will ensure that the ratio 
of:  (i)   EBIDA at each Quarterly Date and (subject to 
paragraph (g)) in respect of the 12 month  period ending on that
date; to

 (ii)    Interest Expense under this Agreement plus  Principal
Outstanding paid or payable under  Clause 8 during that period,

 is not less than 1.5:1.

     (b)    (Interest cover)  It will ensure that the ratio of: 
(i)   EBITDA at each Quarterly Date and (subject to  paragraph
(g)) in respect of the 12 month  period ending on that date; to

 (ii)    Interest Expense under this Agreement during  that
period,

 is, with respect to each Quarterly Date, not less  than as set
out in column 2 of schedule 4 in  relation to that Quarterly
Date.

     (c)    (Shareholders' funds)  It will ensure that the ratio 
of Shareholders' Funds at each Quarterly Date to  Total Assets at
that date expressed as a percentage  is, with respect to a
Quarterly Date, not less than  the percentage set out in column 3
of schedule 4 in  relation to that Quarterly Date.

     (d)    (Current ratio)  It will ensure that the ratio of 
Current Assets at each Quarterly Date to Current  Liabilities at
that date is not less than [CT  REQUESTED].

     (e)    (Net Worth)  It will ensure that Net Worth at each 
Quarterly Date and in respect of the 12 month period  ending on
that date is, with respect to a Quarterly  Date, not less than
the amount set out in column 4  of schedule 4 in relation to that
Quarterly Date.

     (f)    (Repetition)  Compliance with the undertakings in 
paragraphs (a) to (e) inclusive will be tested:  (i)   on the
basis of the relevant quarterly  unaudited Accounts provided
under clause  17.1(a)(ii); and

 (ii)    on the basis of the relevant annual audited  Accounts
provided under clause 17.1(a)(i),

 in each case, at the time those Accounts are  provided.  In
respect of any defined term,  references to the Accounts will be
construed  accordingly.

     (g)    (First period) Any calculation with respect to the 
undertakings in paragraph (a) or (b) during the  first 12 months
after this Agreement shall be made  with respect to the period
from the date of this  Agreement.

17.5    Term of undertakings

     Each undertaking in this clause continues from the date of
this Agreement until the Secured Moneys are fully and finally
repaid.

18.   EVENTS OF DEFAULT

18.1    Events of Default

     Each of the following is an Event of Default (whether or not
it is in the control of any Relevant Company).

     (a)    (Obligations under Transaction Documents)  The 
Borrower or a Guarantor fails:

 (i)   to pay an amount payable by it under a  Transaction
Document when due;

 (ii)    to comply with any of its obligations under  clause
17.4;

 (iii)   to comply with any of its other obligations  under a
Transaction Document (except where  that failure is a failure to
pay an amount  under clause 12.12, and that amount is less  than
[CT REQUESTED]) and, if in the opinion  of the Agent that failure
can be remedied  within 10 Business Days, does not remedy the 
failure within 10 Business Days of notice  from the Agent of that
failure; or

 (iv)    to satisfy within the time stipulated  anything which
the Agent made a condition of  its waiving compliance with a
condition  precedent or undertaking in a Transaction  Document.

     (b)    (Misrepresentation)  A representation, warranty or 
statement by or on behalf of the Borrower or a  Guarantor in a
Transaction Document, or in a  document provided under or in
connection with a  Transaction Document, is not true or is
misleading  when made or repeated such that it would have a 
Material Adverse Effect.

     (c)    (Cross default)

 (i)   Financial Indebtedness of a Relevant Company  aggregating
to at least [CT REQUESTED] or its  equivalent:

 (1)    is not paid when due (or within an  applicable grace
period); or

 (2)    becomes due and payable before its  stated maturity or
expiry;

 (ii)    a facility or obligation granted or owed by a  person to
a Relevant Company to provide  financial accommodation or to
acquire or  underwrite Financial Indebtedness aggregating  to at
least [CT REQUESTED] or its equivalent  is prematurely terminated
except in the case  of voluntary termination as a result of 
illegality; or

 (iii)   an event of default as defined in another  Transaction
Document occurs.

 For the purpose of this paragraph, if a person is  required to
provide cash cover for Financial  Indebtedness as a result of an
actual, likely or  threatened default or an event of default or 
termination, cancellation, special prepayment or  similar event,
whatever called, that Financial  Indebtedness will be taken to be
due and payable. 

 This paragraph (c) will not apply to any default  under the
agreements relating to the AIL Debt where  that default does not
allow AIL to accelerate the  AIL Debt and does not otherwise
affect the  subordination and priority arrangements under the 
Subordination Deed.

     (d)    (Administration, winding up, arrangements, 
insolvency etc.)

 (i)   An administrator of a Relevant Company is  appointed.

 (ii)    Except for the purpose of a solvent  reconstruction or
amalgamation previously  approved by the Agent:

 (1)    an application (other than an  application which is
frivolous or  vexatious and which is contested in  good faith) or
an order is made,  proceedings are commenced, a  resolution is
passed or proposed in a  notice of meeting or an application to 
a court or other steps are taken for:

  (I)   the winding up, dissolution or  administration of a
Relevant  Company; or

  (II)    a Relevant Company entering  into an arrangement,
compromise  or composition with or  assignment for the benefit of

its creditors or a class of  them,

  (other than applications, proceedings,  notices and steps which
are dismissed  or withdrawn within 10 Business Days  and which
the Relevant Company  contests in good faith during that 
period); or

 (2)    a Relevant Company ceases, suspends or  threatens to
cease or suspend the  conduct of all or a substantial part  of
its business or disposes of or  threatens to dispose of a
substantial  part of its assets; or

 (iii)   a Relevant Company:

 (1)    is, or under legislation is presumed  or taken to be,
insolvent (other than  as the result of a failure to pay a  debt
or claim the subject of a good  faith dispute); or

 (2)    stops or suspends or threatens to stop  or suspend
payment of all or a class  of its debts.

     (e)    (Enforcement against assets)

 (i)   A receiver, receiver and manager,  administrative receiver
or similar officer is  appointed to;

 (ii)    a Security Interest is enforced over; or

 (iii)   a distress, attachment or other execution is  levied or
enforced or applied for over,

 all of the assets and undertaking of a Relevant  Company or any
such assets or undertaking with a  value in excess of [CT
REQIESTED] and is not set  aside, released or appealed against by
the Relevant  Company within [CT REQUESTED].

     (f)    (Reduction of capital)  Without the prior consent of 
the Agent, a Relevant Company:

 (i)   reduces its capital (including, without  limitation, a
purchase of its shares but  excluding a redemption of redeemable
shares);

 (ii)    passes a resolution to reduce its capital or  to
authorise it to purchase its shares or a  resolution under
section 188(2) or 205(10) of  the Corporations Law or an
equivalent  provision, or calls a meeting to consider  such a
resolution, other than in relation to  any section 205 procedure
contemplated by  this agreement; or

 (iii)   applies to a court to call any such meeting  or to
sanction any such resolution or  reduction.

     (g)    (Investigation)  An investigation into all or part 
of the affairs of any Relevant Company commences  under companies
legislation in circumstances  material to its financial
condition.

     (h)    (Analogous process)  Anything analogous to anything 
referred to in paragraphs (d) to (g) inclusive, or  having
substantially similar effect, occurs with  respect to any
Relevant Company under any overseas  law or any law which
commences or is amended after  the date of this Agreement.

     (i)    (Vitiation of Documents)

 (i)   All or any part of a Transaction Document,  the Sale
Agreements or the AIL Debt is  terminated or is or becomes void,
illegal,  invalid, unenforceable or of limited force  and effect;

 (ii)    a party becomes entitled to terminate,  rescind or avoid
all or part of a Transaction  Document; or

 (iii)   a party other than the Agent or a Participant  alleges
or claims that an event described in  sub-paragraph (i) has
occurred or that it is  entitled as described in sub-paragraph
(ii).

     (j)    (Amendment of articles)  The memorandum or articles 
of association of the Borrower or a Guarantor are  amended in a
material respect adverse to the  Indemnified Parties without the
prior consent of the  Agent (which will not be withheld
unreasonably).

     (k)    (Revocation of Authorisation)  An Authorisation 
which is material to the performance by any Relevant  Company of
a Relevant Document, or to the validity  and enforceability of a
Relevant Document, to the  conduct of the Business or to the
security of the  Agent and the Participants, is repealed, revoked
or  terminated or expires, or is modified or amended or 
conditions are attached to it in a manner  unacceptable to the
Agent and which has a Material  Adverse Effect, and is not
replaced by another  Authorisation acceptable to the Agent.

     (l)    (Material adverse change)  Any other event or series 
of events, whether related or not, occurs which has  or is likely
to have a Material Adverse Effect.

     (m)    (Control)  Without the prior consent of the Agent:

 (i)   the Borrower or a Guarantor becomes a  Subsidiary of
another person;

 (ii)    in the opinion of the Agent there is a  change in the
majority ownership, management  or control of the Borrower or a
Guarantor; or

 (iii)   there are not at all times two independent  directors
reasonably satisfactory to the  Agent on the board of the
Borrower.

     (n)    (Compulsory acquisition)

 (i)   All or any part of the Mortgaged Property or  other assets
of a Relevant Company is  compulsorily acquired by or by order of
a  Governmental Agency or under law and that  acquisition is
likely to have a Material  Adverse Effect;

 (ii)    a Governmental Agency orders the sale,  vesting or
divesting of all or any part of  the Mortgaged Property or other
assets of a  Relevant Company and that sale, vesting or 
divesting is likely to have a Material  Adverse Effect; or

 (iii)   a Governmental Agency takes a step for the  purpose of
any of the foregoing or proposes  or threatens to do any of the
foregoing.

     (o)    (Governmental interference)  A law or anything done 
by a Governmental Agency wholly or partially renders  illegal,
prevents or restricts the performance or  effectiveness of a
Transaction Document or otherwise  has a Material Adverse Effect.

     (p)    (Environmental event)

 (i)   Any person takes action;

 (ii)    there is a claim; or

 (iii)   there is a requirement of expenditure or of  cessation
or alteration of activity,

 under Environmental Law, which has or is likely to  have a
Material Adverse Effect.

18.2    Consequences

     In addition to any other rights provided by law or any
Transaction Document, at any time after an Event of Default the
Agent may and shall if the Majority Participants direct do all or
any of the following:

     (a)    by notice to the Borrower declare the Secured Moneys 
immediately due and payable, and the Borrower shall  immediately
pay the Secured Moneys;

     (b)    by notice to the Borrower cancel the Commitment;

     (c)    at the cost of the Borrower, appoint a firm of 
independent accountants or other experts to review  and report to
the Agent and the Participants on the  affairs, financial
condition and business of any  Relevant Company. 

 Each Relevant Company will do everything in its  power to ensure
the review and report can be carried  out promptly, completely
and accurately.  Without  limitation, it will co-operate fully
with the review  and ensure that the accountants and experts are 
given access to all premises and records of each  Relevant
Company and are given all information  concerning any Relevant
Company which they require  from time to time.  It will ensure
that all officers  and employees of each Relevant Company do the
same.

18.3    Cash cover for letters of credit

     (a)    Each Participant shall hold by way of cash cover:

 (i)   any amount paid under clause 14.5 or clause  18.2(a) in
respect of the contingent  liability under a Letter of Credit or
in  respect of any other sum contingently owing;  and

 (ii)    interest credited under this clause.

     (b)    A Participant:

 (i)   may at any time apply any such moneys in or  towards
satisfaction of any sum at any time  payable by the Borrower to
the Participant  under or in relation to any Transaction 
Document; and

 (ii)    shall apply any such moneys then remaining  against any
amount payable under  clause 12.10.

     (c)    Any moneys held under paragraph (a) (including 
interest) will accrue and be credited with interest  at a rate
and in the manner that the Participant  determines would apply to
deposits at call (or of  any other term specified by the Agent)
of a similar  amount under its normal procedures.

     (d)    The balance of the moneys held under paragraph (a) 
(including interest) will only be repayable to the  extent that
on any day it exceeds the amount of the  Secured Moneys payable
to that Participant  (including without limitation the face
amounts of  all outstanding Letters of Credit and all amounts 
which are then or may subsequently become  contingently owing). 
When ever there is such an  excess that excess will be payable on
demand.

18.4    Technical default in payment

     (a)    Failure by the Borrower to pay an amount due will 
not constitute an Event of Default under clause  18.1(a)(i) if: 
(i)   before the exercise of the Agent's powers  under clause
18.2 the Borrower demonstrates  to the reasonable satisfaction of
the Agent  that it had sufficient available funds with  its
bankers and had given appropriate  instructions to those bankers
to make that  payment and that the payment  would have been  made
but for temporary technical or  administrative difficulties
outside the  control of the Borrower; and

 (ii)    payment is received in the manner required  within 2
Business Days of the due date.

     (b)    If:  (i)   the Agent notifies the Borrower by 3.00 pm

(Sydney time) on the due date for the  relevant payment that the
Agent has not  received the payment; and

 (ii)    the Borrower does not satisfy the Agent under 
sub-paragraph (a)(i) in relation to that  payment by close of
business on that due  date,

 the Agent may exercise its powers under clause 18.2  on or at
any time after the Business Day following  the date on which the
payment was due. 

 In all other cases, the Agent will not exercise its  powers
under clause 18.2 until the 2 Business Days  referred to in
paragraph (a)(ii) have passed.

19.   GUARANTEE

19.1    Guarantee

     The Guarantors jointly and severally unconditionally and
irrevocably guarantee the due and punctual payment of the Secured
Moneys.  Each Guarantor enters into this Agreement for valuable
consideration which includes, without limitation, the Indemnified
Parties entering into this Agreement at its request.

19.2    Payment

     On demand from time to time each Guarantor shall pay an
amount equal to the Secured Moneys then due and payable in the
same manner and currency which the Borrower is required to pay
the Secured Moneys under the relevant Transaction Document (or
would have been but for its Liquidation).

19.3    Unconditional nature of obligation

     Neither this Agreement nor the obligations of any Guarantor
under this Agreement will be affected by anything which but for
this provision might operate to release, prejudicially affect or
discharge them or in any way relieve any Guarantor from any
obligation including, without limitation:

     (a)    the grant to any person of any time, waiver or other 
indulgence, or the discharge or release of any  person;

     (b)    any transaction or arrangement that may take place 
between any Indemnified Party and any person;

     (c)    the Liquidation of any person;

     (d)    any Indemnified Party becoming a party to or bound 
by any compromise, moratorium, assignment of  property, scheme of
arrangement, composition of  debts or scheme of reconstruction by
or relating to  any person;

     (e)    any Indemnified Party exercising or delaying or 
refraining from exercising or enforcing any document  or
agreement or any right, power or remedy conferred  on it by law
or by any Transaction Document or by  any other document or
agreement with any person;

     (f)    the amendment, variation, novation, replacement, 
rescission, invalidity, extinguishment, repudiation,  avoidance,
unenforceability, frustration, failure,  expiry, termination,
loss, release, discharge,  abandonment, assignment or transfer,
in whole or in  part and with or without consideration, of any 
Transaction Document or of any other document or  agreement held
by any Indemnified Party at any time  or of any right,
obligation, power or remedy;

     (g)    the taking or perfection of or failure to take or 
perfect a document or agreement;

     (h)    the failure by any person or any Indemnified Party 
to notify any Guarantor of any default by any person  under any
Transaction Document or any other document  or agreement;

     (i)    any Indemnified Party obtaining a judgment against 
any person for the payment of any Secured Moneys;

     (j)    any legal limitation, disability, incapacity or 
other circumstance relating to any person;

     (k)    any change in any circumstance (including, without 
limitation, in the members or constitution of a  person);

     (l)    this Agreement or any other document or agreement 
not being valid or executed by, or binding on, any  person; or

     (m)    any increase in the Secured Moneys for any reason 
(including, without limitation, as a result of  anything referred
to above),

     whether with or without the consent of the Guarantors.  None
of the above paragraphs limits the generality of any other.  A
reference to "any person" includes, without limitation, the
Borrower or any other Guarantor.

19.4    No marshalling

     No Indemnified Party is obliged to marshal or appropriate in
favour of any Guarantor or to exercise, apply or recover:

     (a)    any Security Interest, Guarantee, document or 
agreement (including, without limitation, any  Transaction
Document) held by an Indemnified Party  at any time; or

     (b)    any of the funds or assets that an Indemnified Party 
may be entitled to receive or have a claim on.

19.5    No competition

     Until the Secured Moneys have been irrevocably paid and
discharged in full no Guarantor is entitled to and shall not:

     (a)    be subrogated to any Indemnified Party or claim the 
benefit of any Security Interest or Guarantee held  by any
Indemnified Party at any time;

     (b)    either directly or indirectly prove in, claim or 
receive the benefit of, any distribution, dividend  or payment
arising out of or relating to the  Liquidation of the Borrower or
any other Guarantor  or any other person who gives a Guarantee or

Security Interest in respect of any Secured Moneys;  or

     (c)    have or claim any right of contribution or indemnity 
from the Borrower or any other Guarantor or any  other person who
gives a Guarantee or Security  Interest in respect of any Secured
Moneys.

     The receipt of any distribution, dividend or other payment
by any Indemnified Party out of or relating to any Liquidation
will not prejudice the right of any Indemnified Party to recover
the Secured Moneys by enforcement of this Agreement.

19.6    Suspense account

     In the event of the Liquidation of the Borrower or any other
person (including, without limitation, any Guarantor) each
Guarantor authorises each Indemnified Party:

     (a)    to prove for all moneys which the Guarantors have 
paid that Indemnified Party under this Agreement;  and

     (b)    (i)   to retain and carry to a suspense account;  and

 (ii)    to appropriate at the discretion of the  Agent,

 any dividend received in the Liquidation of the  Borrower or any
other person and any other money  received in respect of the
Secured Moneys,

     until each Indemnified Party has been paid the Secured
Moneys in full.

19.7    Rescission of payment

     Whenever for any reason (including without limitation under
any law relating to Liquidation, fiduciary obligations or the
protection of creditors):

     (a)    all or part of any transaction of any nature 
(including, without limitation, any payment or  transfer) made
during the term of this Agreement  which affects or relates in
any way to the Secured  Moneys is void, set aside or voidable;

     (b)    any claim that anything contemplated by paragraph 
(a) is so is upheld, conceded or compromised; or

     (c)    any Indemnified Party is required to return or repay 
any money or asset received by it under any such  transaction or
the equivalent in value of that money  or asset,

     each Indemnified Party will immediately become entitled
against each Guarantor to all rights in respect of the Secured
Moneys and the Mortgaged Property which it would have had if all
or the relevant part of the transaction or receipt had not taken
place.  Each Guarantor shall indemnify each Indemnified Party on
demand against any resulting loss, cost or expense.  This clause
continues after this Agreement is discharged.

19.8    Indemnity

     If any Secured Moneys (including moneys which would have
been Secured Moneys if they were recoverable) are not recoverable
from the Borrower for any reason (including, without  limitation,
any legal limitation, disability, incapacity or thing affecting
the Borrower) each Guarantor shall indemnify each Indemnified
Party on demand and shall pay those moneys to the relevant
Indemnified Party on demand.

     This applies whether or not:

     (a)    any transaction relating to the Secured Moneys was 
void or illegal or has been subsequently avoided; or

     (b)    any matter or fact relating to that transaction was 
or ought to have been within the knowledge of any  Indemnified
Party.

19.9    Continuing guarantee and indemnity

     This clause:

     (a)    is a continuing guarantee and indemnity;

     (b)    will not be taken to be wholly or partially 
discharged by the payment at any time of any Secured  Moneys or
by any settlement of account or other  matter or thing; and

     (c)    remains in full force until the Secured Moneys have 
been paid in full and the Guarantors have completely  performed
their obligations under this Agreement.

19.10   Variations

     This clause covers the Secured Moneys as varied from time to
time including, without limitation, as a result of:

     (a)    any amendment to, or waiver under, any Transaction 
Document; or

     (b)    the provision of further accommodation to the 
Borrower,

     and whether or not with the consent of or notice to the
Guarantors.  This does not limit any other provision.

19.11   Judgment

     A judgment obtained against the Borrower will be conclusive
against each Guarantor.

19.12   Conditions precedent

     Any condition or condition precedent to the provision of
financial accommodation is for the benefit of the Indemnified
Parties and not the Guarantors.  Any waiver of or failure to
satisfy such a condition or condition precedent will be
disregarded in determining whether an amount is part of the
Secured Moneys.

19.13   [CT REQUESTED]

     Notwithstanding any other provision of any Transaction
Document, the total amount recoverable under this Agreement
against [CT REQUESTED] at any time is the greater of:

     (a)    [CT REQUESTED]; or

     (b)    the value of the [CT REQUESTED] (being the [CT 
REQUESTED]) as determined by reference to the most  recent
Accounts delivered to Agent under clause  17.1(a)(i) or (ii),

     or its equivalent in other currencies as determined by the
Agent.

20.   INTEREST ON OVERDUE AMOUNTS

20.1    [CT REQUESTED]

     (a)    [CT REQUESTED]:

 (i)   [CT REQUESTED], if earlier;

 (ii)    both before and after judgment (as a separate  and
independent obligation); and

 (iii)   [CT REQUESTED].

     (b)    (Payment)  The Borrower and each Guarantor shall pay 
interest accrued under this clause on demand by the  Agent and on
the last Business Day of each calendar  quarter.  [CT REQUESTED].

20.2    Rate

     The rate applicable under this clause is the sum of [CT
REQUESTED]:

     (a)    [CT REQUESTED]

     (b)    [CT REQUESTED].

21.   FEES

21.1    Fees - general

     The Borrower shall pay to the Agent and the Participants the
fees agreed between them.

21.2    Letter of credit fee

     (a)    A letter of credit fee [CT REQUESTED].

     (b)    The fee is calculated on the [CT REQUESTED].

     (c)    The Borrower shall pay any accrued letter of credit 
fee to each Participant in advance on the first  Business Day of
each calendar quarter.

     (d)    If a Letter of Credit expires or is terminated or 
cancelled prior to the end of a calendar quarter,  each
Participant shall refund so much of the letter  of credit fee
paid to it which relates to that  Letter of Credit with respect
to the period after  the date on which that Letter of Credit
expired or  has terminated or been cancelled.

21.3    Refund of fees

     In the event that the Agent or Participants cancel the
Commitments before any financial accommodation has been provided
to the Borrower under this Agreement, the Agent and the
Participants shall refund to the Borrower any fees paid under
clauses 21.1 and 21.2 less any costs or expenses incurred by them
in relation to the Facilities or the Transaction Documents.

22.   INDEMNITIES

     On demand the Borrower shall indemnify each Indemnified
Party against any loss, cost, charge, liability or expense the
Indemnified Party (or any officer of employee of the Indemnified
Party) may sustain or incur as a direct or indirect consequence
of:

     (a)    the occurrence of any Event of Default or the breach 
of any Transaction Document;

     (b)    any exercise or attempted exercise in good faith of 
any right, power or remedy under any Transaction  Document or any
failure to exercise any right, power  or remedy;

     (c)    any statement in, conduct relying on or omission or 
alleged omission from:

 (i)   any information memorandum or loan proposal  prepared or
authorised by it; or

 (ii)    any document or information prepared,  provided or
authorised by it,

 or any claim in respect of any of the above  (including legal
costs on a full indemnity basis);

     (d)    a Segment, or an amount under the LC Facility, 
requested in a Drawdown Notice or Selection Notice  not being
provided for any reason (including,  without limitation, failure
to fulfil any condition  precedent but excluding any wilful
default or gross  negligence by the Indemnified Party which is 
claiming under this clause); or

     (e)    a Participant receiving payments of principal in 
respect of any Segment or other portion of its  Commitment before
the last day of its Funding Period  or day on which interest is
calculated with respect  to it for any reason, including, without
limitation,  prepayment under this Agreement, but excluding 
wilful default or gross negligence by the Agent.

     Without limitation the indemnity will cover any amount
determined by the relevant Participant to be incurred by reason
of the liquidation or re-employment of deposits or other funds
acquired or contracted for by the relevant Participant to fund or
maintain any Segment or amount (including loss of margin) and by
reason of the reversing or termination of any agreement or
arrangement entered into by the relevant Participant to hedge,
fix or limit its effective cost of funding or maintaining any
Segment or amount.

23.   CONTROL ACCOUNTS

     The accounts kept by the Agent constitute sufficient
evidence, unless proven wrong, of the amount at any time due from
the Borrower under this Agreement.

24.   EXPENSES

     On demand the Borrower shall reimburse:

     (a)    the Agent for its reasonable expenses in relation to 
the preparation, execution and completion of the  Transaction
Documents and any subsequent consent,  agreement, approval,
waiver or amendment;

     (b)    each Indemnified Party for its expenses in relation 
to:

 (i)   any actual or contemplated enforcement of the  Transaction
Documents, or actual or  contemplated exercise, preservation or 
consideration of any rights, powers or  remedies under the
Transaction Documents or  in relation to the Mortgaged Property;
and

 (ii)    any inquiry by a Governmental Agency  concerning any
Relevant Company or a  transaction or activity for which, or in 
connection with which, financial  accommodation or funds raised
under a  Transaction Document are used or provided.

     This includes, without limitation, legal costs and expenses
(including in-house lawyers charged at their usual rates) on a
full indemnity basis travelling and out of pocket expenses, any
expenses incurred in any review or environmental audit or in
retaining consultants to evaluate matters of material concern to
the Indemnified Parties, and (in relation to paragraph (b))
administrative costs including any time of its executives (whose
time and costs are to be charged at reasonable rates).

25.   STAMP DUTIES

     (a)    The Borrower shall pay all stamp, transaction, 
registration and similar Taxes (including fines and  penalties)
which may be payable in relation to the  execution, delivery,
performance or enforcement of  any Transaction Document or any
payment or receipt  or any other transaction contemplated by any 
Transaction Document.

     (b)    Those Taxes include financial institutions duty, 
debits tax or other Taxes payable by return and  Taxes passed on
to any Indemnified Party by bank or  financial institution.

     (c)    On demand the Borrower shall indemnify each 
Indemnified Party against any liability resulting  from delay or
omission to pay those Taxes except to  the extent the liability
results from failure by the  Indemnified Party to pay any Tax
after having been  put in funds to do so by the Borrower.

26.   SET-OFF

     If an Event of Default has occurred and subsists, the
Borrower and each Guarantor severally irrevocably authorises each
Indemnified Party to apply any credit balance in any currency
(whether or not matured) in any of its accounts with any branch
of that Indemnified Party towards satisfaction of any sum at any
time due and payable by it to that Indemnified Party under or in
relation to any Transaction Document.  No Indemnified Party is
obliged to make the application.

27.   WAIVERS, REMEDIES CUMULATIVE

     (a)    No failure to exercise and no delay in exercising 
any right, power or remedy under any Transaction  Document
operates as a waiver.  Nor does any single  or partial exercise
of any right, power or remedy  preclude any other or further
exercise of that or  any other right, power or remedy.

     (b)    The rights, powers and remedies provided to the 
Indemnified Parties in the Transaction Documents are  in addition
to, and do not exclude or limit, any  right, power or remedy
provided by law.

28.   SEVERABILITY OF PROVISIONS

     Any provision of any Transaction Document which is
prohibited or unenforceable in any jurisdiction is ineffective as
to that jurisdiction to the extent of the prohibition or
unenforceability.  That does not invalidate the remaining
provisions of that Transaction Document nor affect the validity
or enforceability of that provision in any other jurisdiction.

29.   SURVIVAL OF REPRESENTATIONS AND INDEMNITIES

     (a)    All representations and warranties in any 
Transaction Document survive the execution and  delivery of the
Transaction Documents and the  provision of advances and
accommodation.

     (b)    Each indemnity in any Transaction Document:

 (i)   is a continuing obligation;

 (ii)    is a separate and independent obligation; and
 (iii)   survives termination or discharge of the  relevant
Transaction Document.

30.   MORATORIUM LEGISLATION

     To the full extent permitted by law all legislation which at
any time directly or indirectly:

     (a)    lessens, varies or affects in favour of the Borrower 
or a Guarantor any obligation under a Transaction  Document; or

     (b)    delays, prevents or prejudicially affects the 
exercise by any Indemnified Party of any right,  power or remedy
conferred by any Transaction  Document,

     is excluded from the Transaction Documents.

31.   ASSIGNMENTS

31.1    Assignment by Borrower and Guarantor

     Neither the Borrower nor any Guarantor may assign or
transfer any of its rights or obligations under this Agreement
without the prior written consent of the Agent acting on the
instructions of all Participants.

31.2    Assignment by Participants

     A Participant may assign or transfer all or any of its
rights or obligations under the Transaction Documents at any time
if:

     (a)    any necessary prior Authorisation is obtained;

     (b)    the Participant has obtained the consent of the 
Borrower (which consent must not be unreasonably  withheld); and

     (c)    in the case of a transfer of obligations, the 
transfer is effected by a substitution in accordance  with clause
31.3.

31.3    Substitution certificates

     (a)    If a Participant wishes to substitute a new bank or 
financial institution for all or part of its  participation under
this Agreement, it and the  substitute shall in the Australian
Capital Territory  or outside Australia execute and deliver to
the  Agent four counterparts of a certificate  substantially in
the form of annexure I.

     (b)    On receipt of the certificate, if the Agent is 
satisfied that the substitution complies with clause  31.2, it
shall promptly:

 (i)   notify the Borrower;

 (ii)    countersign the counterparts on behalf of all  other
parties to this Agreement;

 (iii)   enter the substitution in a register kept by  it (which
will be conclusive); and

 (iv)    retain one counterpart and deliver the others  to the
retiring Participant, the substitute  Participant and the
Borrower.

     (c)    When the certificate is countersigned by the Agent 
the retiring Participant will be relieved of its  obligations to
the extent specified in the  certificate and the substitute
Participant will be  bound by the Transaction Documents as stated
in the  certificate.

     (d)    Each other party to this Agreement irrevocably 
authorises the Agent to sign each certificate on its  behalf.

     (e)    Unless the Agent otherwise agrees, no substitution 
may be made while any Drawdown Notice or Selection  Notice is
current.

31.4    Disclosure

     A Participant may disclose to a proposed assignee,
transferee or sub-participant information which relates to any
Relevant Company or was furnished in connection with the
Transaction Documents if it first obtains the consent of the
Borrower (who shall not unreasonably withhold or delay that
consent).

31.5    No increased costs

     Despite anything to the contrary in this Agreement, if a
Participant assigns its rights under this Agreement the Borrower
will not be required to pay any net increase in the total amount
of  costs, Taxes, fees or charges which is a direct consequence
of the assignment and of which the Participant or its assignee
was aware or ought reasonably to have been aware on the date of
the assignment or change.  For this purpose only a substitution
under clause 31.3 will be regarded as an assignment.

32.   RELATIONSHIP OF PARTICIPANTS TO AGENT

32.1    Authority

     (a)    Subject to clause 32.15 each Participant irrevocably 
appoints the Agent to act as its agent under the  Transaction
Documents.  The Agent has all powers  expressly delegated to it
by the Transaction  Documents together with all other powers
reasonably  incidental to those powers.

     (b)    The Agent has no duties or responsibilities except 
those expressly set out in the Transaction  Documents.

     (c)    Without limiting paragraph (a), each Participants 
authorises the Agent to enter into the Subordination  Deed on its
behalf.

32.2    Instructions; extent of discretion

     (a)    In the exercise of all its rights, powers and 
discretions under the Transaction Documents the  Agent shall act
in accordance with the instructions  (if any) of the Majority
Participants or (where so  specified) of all Participants.

     (b)    In the absence of those instructions, the Agent need 
not act but may act as it sees fit in the best  interests of the
Participants.

     (c)    Any action taken by the Agent under the Transaction 
Documents binds all the Participants.

     (d)    The Agent is not obliged to consult with the 
Participants before giving any consent, approval or  agreement or
making any determination under the  Transaction Documents except
where this Agreement  expressly provides otherwise.

32.3    No obligation to investigate authority

     (a)    Neither the Borrower nor any Guarantor need enquire 
whether any instructions have been given to the  Agent by all
Participants or the Majority  Participants or as to the terms of
those  instructions.

     (b)    As between the Borrower and the Guarantors on the 
one hand and the Agent and the Participants on the  other, all
action taken by the Agent under the  Transaction Documents will
be taken to be  authorised.

32.4    Agent not a fiduciary

     The Agent will not be taken to owe any fiduciary duty to any
Participant, any Relevant Company or any other person except as
expressly provided in a Transaction Document.

32.5    Exoneration

     Neither the Agent nor any of its respective directors,
officers, employees, agents, attorneys, Related Corporations or
successors is responsible to the Participants for, or will be
liable (whether in negligence or on any other ground whatever) in
respect of:

     (a)    any conduct relating to, contained in or relying on, 
any loan proposal or information memorandum, any  Transaction
Document or any document or agreement  referred to in or received
under any Transaction  Document;

     (b)    the value, validity, effectiveness, genuineness, 
enforceability or sufficiency of any loan proposal  or
information memorandum, any Transaction Document  or any other
document or agreement;

     (c)    any failure by any Relevant Company to perform its 
obligations; or

     (d)    any action taken or omitted to be taken by it or 
them under any Transaction Document except in the  case of its or
their own wilful misconduct or gross  negligence.

32.6    Delegation

     The Agent may employ agents and attorneys.

32.7    Reliance on documents and experts

     The Agent may rely on:

     (a)    any document (including any facsimile transmission, 
telegram or telex) believed by it to be genuine and  correct; and

     (b)    advice and statements of lawyers, independent 
accountants and other experts selected by the Agent.

32.8    Notice of transfer

     The Agent may treat each Participant as the holder of the
Participant's rights under the Transaction Documents until the
Agent has received either a substitution certificate under this
Agreement or a notice of assignment satisfactory to the Agent.

32.9    Notice of default

     (a)    The Agent will be taken not to have knowledge of the 
occurrence of an Event of Default or Potential Event  of Default
unless the Agent has received notice from  a Participant or
Relevant Company stating that an  Event of Default or Potential
Event of Default has  occurred and describing it.

     (b)    If the Agent receives notice or the officers of the 
Agent having day to day responsibility for the  transaction
become aware that an Event of Default  has occurred, the Agent
shall notify the  Participants, subject to clause 32.14(c).

32.10   Agent as Participant and banker

     (a)    The Agent in its capacity as a Participant has the 
same rights and powers under the Transaction  Documents as any
other Participant.  It may exercise  them as if it were not
acting as the Agent.

     (b)    The Agent may engage in any kind of business with 
any Relevant Company as if it were not the Agent.  It may receive
consideration for services in  connection with any Transaction
Document and  otherwise without having to account to the 
Participants.

32.11   Indemnity to Agent

     (a)    The Participants shall indemnify the Agent on demand 
(to the extent not reimbursed by any Relevant  Company under any
Transaction Document) ratably in  accordance with their
respective Commitments against  any loss, cost, liability,
expense or damage the  Agent may sustain or incur directly or
indirectly  under or in relation to the Transaction Documents 
except to the extent that the loss, cost, liability,  expense or
damage arises by reason of the wilful  default or gross
negligence of the Agent.

     (b)    No Participant is liable under this sub-clause for 
any of the above to the extent that they arise from  the Agent's
wilful misconduct or gross negligence.

     (c)    The Borrower shall indemnify each Participant on 
demand against any amount paid under paragraph (a).  This does
not limit its liability under any other  provision.

32.12   Independent investigation of credit

     Each Participant confirms that it has made and will continue
to make, independently and without reliance on the Agent or any
other Participant:

     (a)    its own investigations into the affairs of the 
Relevant Companies; and

     (b)    its own analyses and decisions whether to take or 
not take action under any Transaction Document.

32.13   No monitoring

     The Agent is not required to keep itself informed as to the
compliance by any Relevant Company with any Transaction Document
or any other document or agreement or to inspect any property or
book of any Relevant Company.

32.14   Information

     (a)    The Agent shall provide to each Participant a copy 
of each notice, report and other document which is  provided to
the Agent in sufficient copies for the  Participants under the
Transaction Documents.

     (b)    The Borrower and each Guarantor authorises the Agent 
to provide any Participant with any information  concerning any
Relevant Company's affairs which may  otherwise come into the
possession of the Agent.  The Agent is not obliged to do so.

     (c)    The Agent is not obliged to disclose any information 
relating to any Relevant Company if in the opinion  of the Agent
(on the basis of the advice of its  legal advisers) disclosure
would or might breach a  law or a duty of secrecy or confidence.

32.15   Replacement of Agent

     (a)    Subject to the appointment of a successor Agent as
provided in this clause:

 (i)   the Agent may resign at any time by giving  not less than
60 days notice to the  Participants and to the Borrower; and

 (ii)    the Majority Participants may remove the  Agent from
office by giving not less than 30  days notice to the Borrower
and the Agent.

     (b)    Upon notice of resignation or removal the Majority 
Participants have the right to appoint a successor  Agent
approved by the Borrower and who accepts the  appointment.

     (c)    If no successor Agent is appointed within 60 days 
after notice, the retiring Agent may on behalf of  the
Participants appoint a successor Agent approved  by the Borrower
who accepts the appointment.

     (d)    On its appointment the successor Agent will have all 
the rights, powers and obligations of the retiring  Agent.  The
retiring Agent will be discharged from  its rights, powers and
obligations.

     (e)    The retiring Agent shall execute and deliver all 
documents or agreements which are necessary or in  its opinion
desirable to transfer to the successor  Agent each Security
Interest and Guarantee held by  the retiring Agent in relation to
the Secured Moneys  or to effect the appointment of the successor
Agent.

     (f)    After any retiring Agent's resignation or removal, 
this clause will continue in effect in respect of  anything done
or omitted to be done by it while it  was acting as Agent.

     (g)    The Borrower shall not unreasonably withhold its 
approval of any proposed successor Agent.  It shall  respond as
soon as practicable to any request for  approval.

     (h)    The Borrower need not pay the cost of the 
appointment of a successor Agent under this clause.

32.16   Amendment of Transaction Documents

     Each Participant authorises the Agent to agree with the
other parties to any Transaction Document to amend any
Transaction Document if:

     (a)    the amendment will not increase the Commitments or 
other obligations of the Participants, change the  dates or
amounts of payment of any of the Secured  Moneys, release any of
the Mortgaged Property or  amend this sub-clause or any provision
under which  the agreement or instructions of all Participants or

the Majority Participants are required; and

     (b)    (i)   the Agent is satisfied that the amendment is 
made to correct a manifest error or an error  of a minor nature
or that the amendment is of  a formal or technical nature only;

 (ii)    in the case of an amendment to the definition  of
Transaction Document or to the Margin, all  Participants have
notified the Agent of their  agreement to the amendment; or

 (iii)   in all other cases, the Majority Participants  have,
upon request by the Agent, notified the  Agent of their agreement
to the amendment.

     Each Participant will be bound by any amendment so agreed to
by the Agent as if it were party to the relevant amendment
agreement.

32.17   Subscription for Stock

     No Participant may subscribe for any Stock (as defined in
the Debenture Trust Deed) unless the Agent has first consented to
the issue of that Stock and the face value of that Stock.

33.   PROPORTIONATE SHARING

33.1    Sharing

     Whenever any Participant receives or recovers any money in
respect of any sum due from a Relevant Company under a
Transaction Document in any way (including without limitation by
set-off) except through distribution by the Agent under this
Agreement:

     (a)    the Participant shall immediately notify the Agent;

     (b)    the Participant shall immediately pay that money to 
the Agent (unless the Agent directs otherwise);

     (c)    the Agent shall treat the payment as if it were a 
payment by the Relevant Company on account of all  sums then
payable to the Indemnified Parties; and

     (d)    (i)   the payment or recovery will be taken to have 
been a payment for the account of the Agent  and not to the
Participant for its own  account, and to that extent the
liability of  the Relevant Company to the Participant will  not
be reduced by the recovery or payment,  other than to the extent
of any distribution  received by the Participant under paragraph 
(c); and

 (ii)    (without limiting sub-paragraph (i))  immediately on the
Participant making or  becoming liable to make a payment under 
paragraph (b), the Borrower shall indemnify  the Participant
against the payment to the  extent that (despite sub-paragraph
(i)) its  liability has been discharged by the recovery  or
payment.

     If the Participant is required to disgorge or unwind all or
part of the relevant recovery or payment then the other
Participants shall repay to the Agent for the account of the
Participant the amount necessary to ensure that all the
Participants share ratably in the amount of the recovery or
payment retained.  Paragraphs (c) and (d) above apply only to the
retained amount.

33.2    Refusal to join in action

     A Participant who does not accept an invitation to join an
action against the Borrower or does not share in the costs of the
action (in each case having been given a reasonable opportunity
to do so) is not entitled to share in any amount so recovered.

34.   AGENT DEALINGS

     Except where expressly provided otherwise:

     (a)    all correspondence under or in relation to the 
Transaction Documents between a Participant on the  one hand, and
the Borrower or a Guarantor on the  other, will be addressed to
the Agent; and

     (b)    the Participants and the Borrower and the Guarantors 
severally agree to deal with and through the Agent  in accordance
with this Agreement.

35.   ADDITION OF GUARANTORS

     (a)    (New Guarantor)  The Borrower shall ensure that:  (i)

 Fortronic becomes a Guarantor for the  purposes of this
Agreement by entering into a  Guarantor Accession Deed within 60
days (or  any longer period which the Agent and the  Borrower may
agree, the Agent's agreement not  to be unreasonably withheld) of
the first  Drawdown Date; and

 (ii)    each company which becomes a Subsidiary of a  Group
Member (other than PSS for so long as  any shares in PSS are
owned by a person who  is not a Group Member) becomes a Guarantor

for the purposes of this Agreement by  entering into a Guarantor
Accession Deed  within 60 days (or any longer period which  the
Agent and the Borrower may agree, the  Agent's agreement not to
be unreasonably  withheld) of becoming a Subsidiary (each such 
company a New Guarantor).

     (b)    (Accession Deed)  Upon execution of a Guarantor 
Accession Deed by a New Guarantor and the Agent, the  New
Guarantor shall be taken to be a Guarantor for  the purposes of
this Agreement with all the rights  and obligations as if it were
an original party to  this Agreement and to have made the
representations  and warranties in clause 16.1 and/or clause 16.3
on  the date of such execution.

     (c)    (Conditions precedent)  The Borrower shall ensure 
that before a New Guarantor becomes a Guarantor, the  Agent has
received in form and substance  satisfactory to it any document
or evidence relating  to that accession it may require, including
without  limitation:  (i)   (confirmation of warranties):  a
certificate  signed by a director of the Borrower  confirming
that upon execution of the  Guarantor Accession Deed the
representations  and warranties set out in clauses 16.1 and  16.3
will be correct in relation to the New  Guarantor; and

 (ii)    (verification certificate):  a certificate in  relation
to the New Guarantor given by a  director of the New Guarantor
substantially  in the form of annexure F with the  attachments
referred to and dated not earlier  than 14 days before its
execution of the  Guarantor Accession Deed.

36.   NOTICES

     All notices, requests, demands, consents, approvals,
agreements or other communications to or by a party to this
Agreement:

     (a)    must be in writing;

     (b)    must be signed by an Authorised Officer of the 
sender; and

     (c)    will be deemed to be duly given or made:

 (i)   (in the case of delivery in person or by post  or
facsimile transmission) when delivered,  received or left at the
address of the  recipient shown in this Agreement or to any 
other address which it may have notified the  sender; or

 (ii)    (in the case of a telex) on receipt by the  sender of
the answerback code of the  recipient at the end of transmission,

 but if delivery or receipt is on a day on which  business is not
generally carried on in the place to  which the communication is
sent or is later than  4 pm (local time), it will be taken to
have been  duly given or made at the commencement of business  on
the next day on which business is generally  carried on in that
place.

37.   AUTHORISED OFFICERS

     The Borrower and each Guarantor irrevocably authorises each
Indemnified Party to rely on a certificate by any person
purporting to be its director or secretary as to the identity and
signatures of its Authorised Officers.  The Borrower and each
Guarantors warrants that those persons have been authorised to
give notices and communications under or in connection with the
Transaction Documents.

     Each Guarantor warrants that each Authorised Officer of the
Borrower is authorised to sign Drawdown and Selection Notices on
behalf of each Guarantor.

38.   GOVERNING LAW AND JURISDICTION

38.1    Governing Law and Jurisdiction

     This Agreement is governed by the laws of New South Wales. 
The Borrower and each Guarantor submits to the non-exclusive
jurisdiction of courts exercising jurisdiction there.

38.2    Process agents

     Each Relevant Company situated outside Australia
irrevocably:  (a)    nominates the Borrower as its agent to
receive  service of process or other documents in any action, 
suit or proceedings brought in relation to any  Transaction
Document; and

     (b)    agrees that service of any such process or documents 
on the Borrower will be sufficient service on it.

     The Borrower irrevocably and unconditionally accepts that
appointment.

39.   COUNTERPARTS

     This Agreement may be executed in any number of
counterparts.  All counterparts together will be taken to
constitute one instrument.

40.   ACKNOWLEDGEMENT BY BORROWERS AND GUARANTORS

     The Borrower and each Guarantor confirms that:

     (a)    it has not entered into this Agreement in reliance 
on, or as a result of, any conduct of any kind of or  on behalf
of any Indemnified Party or any Related  Corporation of any
Indemnified Party (including,  without limitation, any advice,
warranty,  representation or undertaking); and

     (b)    neither any Indemnified Party nor any Related 
Corporation of any Indemnified Party is obliged to  do anything
(including, without limitation, disclose  anything or give
advice),

     except as expressly set out in the Transaction Documents or
in writing duly signed by or on behalf of any Indemnified Party
or Related Corporation.

41.   CONSENTS AND OPINIONS

     Except where expressly stated any Indemnified Party may give
or withhold, or give conditionally, approvals and consents, may
be satisfied or unsatisfied, may form opinions, and may exercise
rights, powers and remedies at its absolute discretion.

 EXECUTED in Sydney.

Each attorney executing this Agreement states that he has no
notice of revocation or suspension of his power of attorney.

BORROWER

SIGNED on behalf of  ) AMERICAN BANKNOTE AUSTRALASIA  ) LIMITED  
) by its attorney   ) in the presence of:  )    Signature

    Witness    Print name

  Print name

 GUARANTORS

SIGNED on behalf of  ) ABN HOLDINGS PTY LIMITED    ) by its
attorney    ) in the presence of:  )    Signature

    Witness  Print name

  Print name



SIGNED on behalf of  ) ABN PACIFIC PTY LIMITED    ) by its
attorney    ) in the presence of:  )    Signature

    Witness  Print name

  Print name

 SIGNED on behalf of  ) ABN SECURITY PTY LIMITED    ) by its
attorney    ) in the presence of:  )    Signature

    Witness  Print name

  Print name

 SIGNED on behalf of  ) ABN NEW ZEALAND  LIMITED    ) by its
attorney    ) in the presence of:  )    Signature

    Witness  Print name

  Print name

PARTICIPANTS:

SIGNED on behalf of  ) BANKERS TRUST AUSTRALIA LIMITED  ) by its
attorney in the presence of:  )  Signature

    Witness    Print name

  Print name



AGENT

 SIGNED on behalf of  ) BT MANAGEMENT SERVICES PTY  ) LIMITED by
its attorney in the  ) presence of:    )     Signature

    Witness  Print name

  Print name





INFORMATION HEREIN MARKED WITH "[CT REQUESTED]" HAS BEEN DELETED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER
THE SECURITIES EXCHANGE ACT OF 1934.

    SUBORDINATED DEBT FACILITY AGREEMENT

 AGREEMENT dated       June 1996 between:

1.      AMERICAN BANKNOTE AUSTRALASIA LIMITED (ACN 072 664 692)
incorporated in Victoria of Level 28, 525 Collins Street,
Melbourne, Victoria (to be renamed ABN Holdings Limited) (the
Borrower);

2.      AMCOR INVESTMENTS PTY LIMITED (ACN 004 345 868)
incorporated in Victoria of Southgate, Tower East, 40 City Road,
South Melbourne, Victoria (the Lender); and

3.      EACH COMPANY set out in schedule 1 or which has executed
a Guarantor Accession Deed (each, a Guarantor).

 RECITAL

The Borrower and each Guarantor have requested the Lender to
provide the Borrower with a facility under which financial
accommodation may be made available to the Borrower.

 IT IS AGREED as follows.

1.      DEFINITIONS AND INTERPRETATION

1.1     Definitions

 The following definitions apply unless the context requires
otherwise.  ABNAH means American Banknote Australasia Holdings
Inc., incorporated in Delaware of 49th Floor, 200 Park Avenue,
New York, New York.

 ABN means American Banknote Corporation incorporated in Delaware
of 49th Floor, 200 Park Avenue, New York, New York.  ABN Pacific
means ABN Pacific Pty Limited (ACN 072 977 265).

 Accounts means profit and loss accounts, balance sheets and cash
flow statements together with any statements, reports (including,
without limitation, any directors' and auditors' reports) and
notes attached to or intended to be read with any of them. 
Advance means the advances made or to be made under clause 9. 
Agent means BT Management Services Pty Limited (ACN 008 640 168).

 Asset has the meaning given in each of the Australian Sale
Agreement and the New Zealand Sale Agreement.  Associate in
relation to an entity means:

 (a)    a Related Corporation of that entity;

 (b)    an entity, or the trustee or manager of a trust, which
has a Controlling Interest in that entity, or a Related
Corporation of that entity;

 (c)    a Related Corporation of an entity included in paragraph
(b) or (e);

 (d)    an executive director of that entity or an entity
included in paragraph (a), (b) or (c) or of the manager or of the
trustee of any trust included in paragraph (a), (b) or (c) or a
spouse, child, parent or sibling of that director;

 (e)    a corporation, or the trustee or manager of a trust, in
which one or more entity or person mentioned in paragraph (a),
(b), (c), (d), (e), (f) or (g) alone or together has a
Controlling Interest;

 (f)    the trustee of a discretionary trust of which an entity
or person included in paragraph (a), (b), (c), (d), (e) or (g) is
a beneficiary (whether or not through one or more other
discretionary trusts); or

 (g)    an entity of which an executive director of that entity
or a Related Corporation of that entity is also a director.

 For the purposes of this definition:

 (i)    where a person is a beneficiary of a discretionary trust,
that person will be taken to own, and control, all the assets of
that trust;

 (ii)   director has the meaning given in the Corporations Law;
and

 (iii)  a person has a Controlling Interest in a corporation or
trust if:

       (A)     the corporation or its directors, or the trustee
or manager of the trust or its directors, are accustomed, or
under an obligation, whether formal or informal, to act in
accordance with the directions, instructions or wishes of that
person or of that person in concert with others; or

       (B)     the person has a relevant interest (as defined in
the Corporations Law) in more than 51% of the issued or voting
shares, units or other interests in the corporation or trust (in
number, voting power or value), or would have that relevant
interest if any rights were exercised to subscribe for, or
acquire or convert into, shares, units or other interests which
are issued or unissued.  The definition of relevant interest
applies as if units or other interests were shares.

 [CT REQUESTED] means the Sale Agreement dated [CT REQUESTED]
between the [CT REQUESTED] and [CT REQUESTED] relating to the
sale and purchase of the [CT REQUESTED] portion of the Business.

 Authorisation includes:

 (a)    any consent, authorisation, registration, filing,
lodgement, agreement, notarisation, certificate, permission,
licence, approval, authority or exemption from, by or with a
Governmental Agency; or

 (b)    in relation to anything which will be fully or partly
prohibited or restricted by law if a Governmental Agency
intervenes or acts in any way within a specified period after
lodgement, filing, registration or notification, the expiry of
that period without intervention or action.

 Authorised Officer means:

 (a)    in respect of the Borrower or any Guarantor, any director
or secretary, or any person from time to time nominated as an
Authorised Officer by the Borrower or the relevant Guarantor by a
notice to the Lender accompanied by certified copies of
signatures of all new persons so appointed; and

 (b)    in respect of the Lender, any person whose title or
acting title includes the word Manager or cognate expressions, or
any secretary or director, or any lawyer acting for the Lender.

 Availability Period means the period commencing on the date of
this Agreement and expiring on 16 October 1996 (or such later
period as the Lender and the Borrower may agree in writing) or,
if earlier, the date on which the whole of the Commitment is
first utilised or cancelled.

 BABN  means BABN Technologies Corporation, incorporated in
Canada.

 Base Interest Rate means [CT REQUESTED] per annum.  Business
means the security printing business carried on at the date of
this Agreement by Fortronic, PSS and the Purchase Divisions which
is to be purchased by any Group Member under the Sale Agreements
and then carried on by the Group, as it may develop or be
expanded from time to time.  It includes, without limitation:  

(a)    the manufacture and supply of personalised cheques and
cheque books, deposit books, bank cheques, postal money orders
and bearer securities;

 (b)    the provision of electronic printing services including
for cheque and credit card statements, car registrations,
superannuation statements and council rate notices;

 (c)    the manufacture and supply of plastic transaction cards,
telephone cards, plastic promotional and membership cards and
photographic drivers and firearms licences;

 (d)    the provision of bureau personalisation services,
encoding and barcoding services;

 (e)    the sale and/or maintenance of photographic,
personalisation and encoding equipment;

 (f)    if Scenario 3 occurs, the manufacture and supply of
lottery tickets and other gaming or wagering materials; and

 (g)    anything developed from the above.

 Business Day means a weekday on which banks are open in Sydney
and Melbourne.

 Charge means any charge, debenture or other Security Interest
given by the Borrower or a Guarantor to secure the Secured Moneys
(including without limitation the Debenture Trust Deed and any
Satisfactory Charge).  Collateral Security means any Security
Interest, Guarantee or other document or agreement at any time
created or entered into as security for any Secured Moneys. 
Commitment means:  (a)    until Scenario 3 occurs, [CT
REQUESTED]; and

 (b)    if Scenario 3 occurs, [CT REQUESTED].

 Completion has the meaning given to "First Completion" in the
Sale Agreements.  Debenture Trust Deed means the Debenture Trust
Deed dated on or before the date of this agreement between the
Borrower, the Guarantors and BT Securities Limited.  Distribution
means, in relation to a company, any payment or distribution of
any money or other assets to a shareholder of the company or an
Associate of the company or that shareholder, including without
limitation: 

 (a)    any dividend or other distribution, whether of a capital
or revenue nature, to a company's shareholders or stockholders as
such;

 (b)    any application or distribution of any property or assets
to purchase, redeem or otherwise retire any shares or stock in a
company;

 (c)    any reduction (followed by any distribution) of a
company's capital;

 (d)    any payment or exchange of property or assets for
property, assets or services for a consideration which
(independently valued) exceeds the fair market value of the
property, assets or services acquired, or any gift;

 (e)    any management or other fee;

 (f)    any interest or principal under a loan; and

 (g)    any transfer or settlement or setting aside of property
or assets to meet or effect any other Distribution mentioned
above,

 but does not include:

 (h)    any director's fee determined at market rates; and

 (i)    any distribution required or permitted under the
Facility.

 Drawdown Date means the date on which any accommodation under
this Agreement is or is to be drawn.  Drawdown Notice means a
notice under clause 5.  Environmental Law means a provision of a
law or a law, which relates to an aspect of the environment or
health.

 Equity Investor means any person, other than ABNAH, who
subscribes for ordinary shares in the Borrower.

 Event of Default has the meaning in clause 14.1.  Facility means
the facility provided under this Agreement.  Financial
Indebtedness means any indebtedness, present or future, actual or
contingent in respect of moneys borrowed or raised or any
financial accommodation whatever.  Without limitation, it
includes:

 (a)    indebtedness under or in respect of a negotiable or other
financial instrument, Guarantee, redeemable share, share the
subject of a Guarantee, discounting arrangement, finance or
capital Lease, hire purchase, deferred purchase price (for more
than 90 days) of an asset or service or an obligation to deliver
goods or other property or provide services paid for in advance
by a financier or in relation to another other financing
transaction; and

 (b)    the mark to market exposure under any interest, gold or
currency exchange, hedge or arrangement of any kind,

 but does not include any off balance sheet operating Lease or
any payment by a trade customer in advance of delivery of goods
or services on ordinary commercial terms.

 Fortronic means Fortronic Technology Pty Limited (ACN 006 412
657) and each of the Assets owned by it.

 Fortronic Share means any Marketable Security of Fortronic. 
Governmental Agency means any government or any governmental,
semi-governmental or judicial entity or authority.  It also
includes any self-regulatory organisation established under
statute or any stock exchange.  Group means the Borrower and its
Subsidiaries.  Group Member means each company which is a member
of the Group.

 Guarantee means any guarantee, indemnity, letter of credit,
legally binding letter of comfort or suretyship, or any other
legally binding obligation or irrevocable offer (whatever called
and of whatever nature):

 (a)    to pay or to purchase;

 (b)    to provide funds (whether by the advance of money, the
purchase of or subscription for shares or other securities, the
purchase of assets, rights or services, or otherwise) for the
payment or discharge of;

 (c)    to indemnify against the consequences of default in the
payment of; or

 (d)    to be responsible otherwise for,

 an obligation or indebtedness of another person, a dividend,
distribution, capital or premium on shares, stock or other
interests, or the insolvency or financial condition in each case
of another person.  Guarantor Accession Deed means a deed
substantially in the form of annexure B.  Holding Subsidiary
means [CT REQUESTED] (to be renamed American Banknote Australasia
Pty Limited).  Indemnified Parties  means the Lender and the
Security Trustee as defined in the Debenture Trust Deed.

 Intellectual Property means any intellectual or industrial
property including without limitation:

 (a)    a patent, trade mark or service mark, copyright,
registered design, trade secret, or confidential information; or

 (b)    a licence or other right to use or to grant the use of
any of the foregoing or to be the registered proprietor or user
of any of the foregoing.

 Lease means:

 (a)    any lease, charter, hire purchase or hiring arrangement
of any property (including, without limitation, a right to use
Intellectual Property or a franchise);

 (b)    an agreement under which property is or may be used or
operated by a person other than the owner; or

 (c)    an agreement or arrangement under which property is or
may be managed or operated by a person other than the owner, and
the operator or manager or its Related Corporation or Associate
(whether in the same or another agreement or arrangement) is
required to make or assure minimum, fixed and/or floating rate
payments of a periodic nature.

 Liquidation includes receivership, compromise, arrangement,
amalgamation, administration, reconstruction, winding up,
dissolution, assignment for the benefit of creditors, bankruptcy
or death.  Marketable Security has the meaning given in the
Corporations Law, but also includes:

 (a)    a document referred to in the exceptions to the
definition of debenture in the Corporations Law;

 (b)    a unit or other interest in a trust or partnership;

 (c)    a negotiable instrument; and

 (d)    a right or an option in respect of a Marketable Security,
whether issued or unissued, including, without limitation, any of
the above.

 [CT REQUESTED] Agreement means the master agreement dated [CT
REQUESTED] between the Borrower, [CT REQUESTED] and purchase of
the Business generally.

 Material Adverse Effect means a material adverse effect on the
ability of the Relevant Companies as a whole to perform their
obligations under the Relevant Documents, on the security of the
Lender or on the financial condition or business of the Relevant
Companies as a whole.  Material Document means:

 (a)    a Sale Agreement;

 (b)    the Shareholders Agreement;

 (c)    each agreement relating to the Senior Debt Facility;

 (d)    each Senior Security;

 (e)    the Memorandum and Articles of Association of the
Borrower;

 (f)    the Underwriting Agreement;

 (g)    each Real Property Lease which has a term of more than
[CT REQUESTED] with a rent greater than [CT REQUESTED] per annum;

 (h)    the PSS Shareholders Agreement;

 (i)    each contract entered into by a Group Member or otherwise
in connection with the Business under which goods or services are
provided by the Group Member which contract has total annual
payments of [CT REQUESTED] or more per annum (including without
limitation a "Material Contract", a "Fortronic Material Contract"
or a "Business Contract", all as defined in any Sale Agreement);
or

 (j)    another document or agreement which is material to the
Business, the Mortgaged Property or the security of the Lender or
which is agreed by the Borrower and the Lender to be a Material
Document.

 Mortgaged Property means the property mortgaged or charged by a
Charge or any Collateral Security.  New Rights means all assets,
rights, powers and proceeds of any nature at any time attaching
to, or arising out of a holding in, any Marketable Securities
included in the Mortgaged Property, including, without
limitation:  (a)    all money, distributions and dividends;  (b) 

 any Marketable Security, any right to take up Marketable
Securities or any allotment of further Marketable Securities, and
includes any certificate or other evidence of title to the
Marketable Securities or to anything specified in this
definition;

 (c)    any proceeds of, or of the disposal of, anything
specified in this definition; and

 (d)    any Marketable Security resulting from the conversion,
consolidation or sub-division of a Marketable Security, and
includes any certificate or other evidence of title to a
Marketable Security or to anything specified in this definition.

 [CT REQUESTED] Agreement means the Sale Agreement dated [CT
REQUESTED] between the Borrower, [CT REQUESTED] relating to the
sale and purchase of the [CT REQUESTED] portion of the Business.

 Notifiable Transaction means any transaction entered into or to
be entered into by the Borrower or a Guarantor which results in
the Borrower or a Guarantor being or becoming liable to make a
payment or to deliver any property or assets to, or provide
services to or in respect of any liability of, an Associate of
the Borrower or of a Guarantor other than:

 (a)    the allotment of ordinary shares in the Borrower or a
Guarantor for full consideration in cash; or

 (b)    a transaction which only involves the Borrower and/or
Guarantors.

 Potential Event of Default means anything which with the giving
of notice or passage of time or both would become an Event of
Default.  Principal Outstanding means the total principal amount
advanced under this Agreement (including any capitalised
interest) and for the time being outstanding.  Priority Agreement
means the Deed of Subordination and Priority dated on or about
the date of this Agreement between the Lender, the Borrower, the
Agent and the Guarantors.

 PSS means Pacific Secure Systems Pty Limited (ACN 002 752 730). 
PSS Completion has the meaning given to it in the Australian Sale
Agreement.

 [CT REQUESTED] Agreement means a Shareholders Agreement between
[CT REQUESTED] and [CT REQUESTED] with respect to shares in [CT
REQUESTED], in the form of the Shareholders Agreement dated [CT
REQUESTED] between [CT REQUESTED].

 Purchase Division means each of the following divisions of [CT
REQUESTED] immediately prior to Completion to be purchased by any
Group Members under the Sale Agreements:

 (a)    [CT REQUESTED] Division;

 (b)    [CT REQUESTED] Division;

 (c)    [CT REQUESTED] Division [CT REQUESTED];

 (d)    [CT REQUESTED] Division [CT REQUESTED]; and

 (e)    [CT REQUESTED] Division [CT REQUESTED],

 and each of the Assets owned by them.

 Real Property means the following:  (a)    [CT REQUESTED];

 (b)    [CT REQUESTED];

 (c)    [CT REQUESTED];

 (d)    [CT REQUESTED];

 (e)    [CT REQUESTED];

 (f)    [CT REQUESTED];

 (g)    [CT REQUESTED];

 (h)    [CT REQUESTED];

 (i)    [CT REQUESTED];

 (j)    [CT REQUESTED];

 (k)    [CT REQUESTED];

 (l)    [CT REQUESTED];

 (m)    [CT REQUESTED]; or

 (n)    any other real property which may be leased to a Group
Member from time to time. 

 Real Property Lease means a Lease to any Group Member with
respect to any Real Property.

 Related Corporation has the meaning given to related body
corporate in the Corporations Law, but on the basis that
Subsidiary has the meaning given in this Agreement and that body
corporate includes any entity or a trust.  Relevant Company
means:

 (a)    a Group Member; or

 (b)    another person who gives or creates a Guarantee or
Security Interest which secures any Secured Moneys.

 Relevant Document means a Transaction Document or a Material
Document.

 Sale Agreement means:  (a)    the [CT REQUESTED] Agreement;

 (b)    the [CT REQUESTED] Agreement; or

 (c)    the [CT REQUESTED] Agreement;

 Same Day Funds means a bank cheque or other immediately
available funds.

 Satisfaction Date has the meaning given in the Priority
Agreement.

 Satisfactory Charge means a charge (which is a first charge
subject only to the prior ranking security contemplated in the
Priority Agreement) over all assets to secure the Secured Moneys
where the Lender has received documents or evidence in connection
with that charge satisfactory to the Lender (including, where
requested, opinions).

 Scenario means Scenario 1 or Scenario 3.  Scenario 1 will occur
when no shares in PSS are to be purchased by any Group Member.

 Scenario 3 will occur when [CT REQUESTED] of the issued shares
in PSS are to be purchased by any one or more Group Members.

 Secured Moneys means all money which the Borrower and the
Guarantors (whether each of them alone or with another person)
are or at any time may become actually or contingently liable to
pay to or for the account of the Indemnified Parties (whether
alone or with another person) for any reason whatever under or in
connection with a Transaction Document.

 It includes, without limitation, money by way of principal,
interest, fees, costs, indemnities, Guarantees, charges, duties
or expenses or payment of liquidated or unliquidated damages
under or in connection with a Transaction Document, or as a
result of a breach of or default under or in connection with a
Transaction Document.  Where the Borrower or Guarantor would have
been liable but for its Liquidation, it will be taken still to be
liable.  A reference to an amount for which a person is
contingently liable includes, without limitation, an amount which
that person may become actually or contingently liable to pay if
a contingency occurs, whether or not that liability will actually
arise.

 Security Interest includes any mortgage, pledge, lien or charge
or any security or preferential interest or arrangement of any
kind or any other right of, or arrangement with, any creditor to
have its claims satisfied in priority to other creditors with, or
from the proceeds of, any asset.

 Without limitation it includes retention of title other than in
the ordinary course of day-to-day trading and a deposit of money
by way of security but it excludes a charge or lien arising in
favour of a Governmental Agency by operation of statute unless
there is default in payment of moneys secured by that charge or
lien.  Senior Debt Facility means the Facility Agreement dated on
or about the date of this Agreement between the Borrower, the
Guarantors, the banks or financial institutions set out in
schedule 2 to that agreement and the Agent.  Senior Debt
Participants means the participants as defined in the Senior Debt
Facility.  Senior Security means any charge or collateral
security (including any Guarantee) granted by any Group Member to
the Agent, BT Securities Limited or to the Senior Debt
Participants.

 Shareholders Agreement means the Shareholders and Subscription
Agreement dated on or about [CT REQUESTED] between any Equity
Investor and ABNAH with respect to their share holdings in the
Borrower.  Subordinated Security means a Security Interest given
by a Group Member to the Lender with respect to this Facility. 
Subsidiary has the meaning given in the Corporations Law but so
that:

 (a)    an entity will also be deemed to be a Subsidiary of a
company if it is controlled by that company (expressions used in
this paragraph have the meanings given for the purposes of Parts
3.6 and 3.7 of the Corporations Law);

 (b)    a trust may be a Subsidiary, for the purposes of which a
unit or other beneficial interest will be regarded as a share;
and

 (c)    a corporation or trust may be a Subsidiary of a trust if
it would have been a Subsidiary if that trust were a corporation.

 Tax includes any tax, levy, impost, deduction, charge, rate,
duty, compulsory loan or withholding which is levied or imposed
by a Governmental Agency, and any related interest, penalty,
charge, fee or other amount.  Transaction Document means:

 (a)    this Agreement,

 (b)    each Charge;

 (c)    any Collateral Security;

 (d)    the Priority Agreement;

 (e)    any Guarantor Accession Deed;

 (f)    any Drawdown Notice or any debenture or other certificate
or Security Interest issued under a Charge; or

 (h)    a document or agreement entered into or provided for the
purpose of amending or novating, any of the above. 

 It includes, without limitation, an undertaking by or to a party
or its lawyers under or in relation to any of the above.  [CT
REQUESTED] Agreement means the [CT REQUESTED] Agreement dated [CT
REQUESTED] between [CT REQUESTED].

 Undrawn Commitment means the Commitment less the Principal
Outstanding.

1.2     Interpretation

 Headings are for convenience only and do not affect
interpretation.  The following rules apply unless the context
requires otherwise.  (a)    The singular includes the plural and
the converse.

 (b)    A reference to a gender includes all genders.

 (c)    Where a word or phrase is defined, its other grammatical
forms have a corresponding meaning.

 (d)    A reference to a person, corporation, trust, partnership,
unincorporated body or other entity includes any of the
foregoing.

 (e)    A reference to a clause, annexure or schedule is a
reference to a clause of, or annexure or schedule to, this
Agreement.

 (f)    A reference to a party to this Agreement or another
agreement or document includes the party's successors and
permitted substitutes or assigns.

 (g)    A reference to legislation or to a provision of
legislation includes a modification or re-enactment of it, a
legislative provision substituted for it and a regulation or
statutory instrument issued under it.

 (h)    A reference to writing includes a facsimile transmission
and any means of reproducing words in a tangible and permanently
visible form.

 (i)    A reference to conduct includes, without limitation, an
omission, statement or undertaking, whether or not in writing.

 (j)    An Event of Default subsists until it has been waived in
writing by the Lender.

 (k)    Substantial means not merely nominal.

 (l)    All references to dollars are to Australian dollars.

 (m)    Mentioning anything after include, includes or including
does not limit what else might be included.

 (n)    A reference to an asset includes any real or personal,
present or future, tangible or intangible property or asset
(including intellectual property) and any right, interest,
revenue or benefit in, under or derived from the property or
asset.

1.3     Determination, statement and certificate

 Except where otherwise provided in this Agreement any
determination, statement or certificate by the Lender or an
Authorised Officer of the Lender or provided for in this
Agreement is evidence of the matter stated in it unless the
contrary is proved.  It binds the parties in the absence of
manifest error.

 1.4    Document or agreement

 A reference to:  (a)    an agreement includes a Security
Interest, Guarantee, undertaking, deed, agreement or legally
enforceable arrangement whether or not in writing;  and

 (b)    a document includes an agreement (as so defined) in
writing or a certificate, notice, instrument or document.

 A reference to a specific agreement or document includes it as
amended, novated, supplemented or replaced from time to time,
except to the extent prohibited by this Agreement.

1.5     Trust

 Unless the context requires otherwise, a reference to a
transaction, asset, act or liability of any nature of the Group
Member includes its transactions, assets, acts or liabilities as
trustee.  Where the Group Member incurs an obligation, it incurs
that obligation both in its own right and in its capacity as
trustee, unless the obligation relates only to an asset which it
holds in its own right and not as trustee. 

1.6     Current accounting practice and accounting terms

 A reference to current accounting practice is to accounting
principles and practices applying by law or otherwise generally
accepted in Australia, consistently applied.  Unless otherwise
defined, accounting terms should be interpreted in accordance
with current accounting practice.

1.7     Priority Agreement

 The parties acknowledge that this Agreement is to be interpreted
with and subject to the terms of the Priority Agreement.  To the
extent of any inconsistency between this Agreement and the
Priority Agreement the Priority Agreement shall prevail.

1.8     Debenture Trust Deed

 Each Group Member agrees that for the purposes of the Debenture
Trust Deed:

 (a)    the Lender shall be the "Majority Stockholders"; and

 (b)    the Transaction Documents shall be the "Transaction
Documents",

 as those terms are used in the Debenture Trust Deed.

2.      COMMITMENT

 Subject to this Agreement the Lender agrees with the Borrower to
make available Advances.  The total principal amount of the
Advances available under this Agreement will not at any time
exceed the Commitment.

3.      CANCELLATION OF COMMITMENT

3.1     During Availability Period

 The Borrower may cancel all or part of the Undrawn Commitment at
any time during the Availability Period without penalty.

3.2     At end of Availability Period

 At the close of business (Sydney time) on the last day of the
Availability Period the Undrawn Commitment will be cancelled.

3.3     Reduction on repayment or prepayment

 On any repayment or prepayment of the Facility, the Commitment
will be reduced by an amount equal to the principal amount so
repaid or prepaid.

4.      PURPOSE

 The Borrower shall use the net proceeds of the Facility for the
purpose of acquiring the Business and the shares in Fortronic and
PSS.

5.      DRAWDOWN NOTICES

 Whenever the Borrower wishes to draw an Advance under the
Facility using any of the Undrawn Commitment it shall give to the
Lender on behalf of itself and the Guarantors an irrevocable
Drawdown Notice substantially in the form of annexure A
specifying that a drawing is to be made under the Facility.  That
Drawdown Notice must be received by the Lender before the
proposed Drawdown Date (which must be a Business Day) or on such
other day as the Lender may agree in writing.

6.      REPAYMENT

 The Borrower shall repay the Principal Outstanding on the
Satisfaction Date.

7.      PREPAYMENTS

7.1     Compulsory prepayment if conditions subsequent not met

 Subject to waiver by the Senior Debt Participants under the
Priority Deed, the Borrower shall repay the Principal Outstanding
on the 31st day following the first Drawdown Date or such later
date as the Lender may reasonably agree and all Commitments are
cancelled as of that day if the conditions subsequent in clause
11.3 are not satisfied.

7.2     Voluntary prepayments

 Subject to this clause the Borrower may prepay all or part of
the Principal Outstanding without penalty.

7.3     No redrawing

 Prepayments or repayments under the Facility will not be
available for redrawing.

8.      MANDATORY PREPAYMENT

8.1     Mandatory Prepayment

 Notwithstanding any other provision of this Agreement, to the
extent permitted by clause 17.1(r) of the Senior Debt Facility
the Borrower shall prepay all or part of the Principal
Outstanding.

8.2     Reduction of Commitment

 Upon any prepayment under clause 8.1, the Commitment will be
permanently reduced by the amount of such prepayment.  Any
prepayment under that clause shall be treated as a prepayment
under clause 7.

9.      FACILITY

9.1     Advance

 (a)    Subject to this Agreement, whenever the Borrower wishes
to draw an Advance, the Lender shall make it available in
immediately available funds by 11.00 am (Sydney time) on the
relevant Drawdown Date.

 (b)    The Lender will pay the Advance to the relevant account
specified in the Drawdown Notice or in such other manner as
agreed.

9.2     Interest

 Interest will accrue from day to day on the Principal
Outstanding (including without limitation any accrued and
capitalised interest) at the Base Interest Rate.  The Borrower
shall pay accrued interest annually in arrears to the maximum
extent permitted by the Senior Debt Facility.  Any interest which
cannot be paid as permitted by the terms of the Senior Debt
Facility will be capitalised.  Interest will be paid or
capitalised on each annual date on which the Borrower is
permitted to make a distribution with respect to this Facility in
accordance with the Senior Facility Agreement.

9.3     Additional Interest

 Additional interest will accrue on the Principal Outstanding for
any period in which:  ign    the Principal Outstanding exceeds
[CT REQUESTED] but is equal to or less than [CT REQUESTED], at
the rate of [CT REQUESTED] per annum on the amount by which the
Principal Outstanding exceeds [CT REQUESTED]; or

 (b)    the Principal Outstanding exceeds [CT REQUESTED], at the
rate of [CT REQUESTED] per annum on [CT REQUESTED].

 All such additional interest which accrues is to be capitalised
as it accrues and will become payable in full on the Satisfaction
Date.  Interest will be capitalised on each annual date on which
the Borrower is permitted to make a distribution with respect to
this Facility in accordance with the Senior Facility Agreement.

10.     PAYMENTS

10.1    Manner

 The Borrower and each Guarantor shall make all payments under
any Transaction Document in Same Day Funds by 11 am (Sydney time)
on the due date to the address for service of notices of the
Lender, or to the account specified by the Lender from time to
time, or, in the case of the first drawdown, by company cheque
delivered to the Borrower without set-off or counterclaim and
without deduction or withholding.

10.2    Payment to be made on Business Day

 Whenever any payment becomes due on a day which is not a
Business Day, the due date will be the next Business Day in the
same calendar month or, if none, the preceding Business Day.

11.     CONDITIONS

11.1    Conditions precedent to Drawdown Notice

 The right of the Borrower to give the initial Drawdown Notice
and the obligations of the Lender under this Agreement are
subject to the condition precedent that the Lender receives all
of the following in form and substance satisfactory to it:

 (a)    (verification certificate)  a certificate in relation to
each Group Member given by a director of the Group Member
respectively substantially in the form of annexure C with the
attachments referred to and dated not earlier than [CT REQUESTED]
before the first Drawdown Date (or such shorter period as the
Lender agrees in writing);

 (b)    (Senior Debt Facility) an executed counterpart of the
Senior Debt Facility provided in accordance with the terms sheet
dated [CT REQUESTED] for the Senior Debt Facility and
confirmation from the Agent that all of the conditions precedent
in the Senior Debt Facility have been satisfied or waived;

 (c)    (Charges)  a Charge from each Group Member (other than
Fortronic and PSS) and evidence that each such Charge and each
Collateral Security has been or will be provisionally registered
by the Australian Securities Commission free from all prior
Security Interests and third party rights and interests;

 (d)    (stamping)  evidence that each Relevant Document has been
stamped if necessary or will be lodged for stamping at any
relevant authority;

 (e)    (Relevant Documents)  duly executed and stamped
counterparts of: (i)     each Transaction Document; and (ii)   
the Shareholders Agreement;

 (f)    (Sale Agreements)  evidence that: (i)     all conditions
precedent under the Sale Agreements have been satisfied; and

       (ii)    within [CT REQUESTED] of Completion: (1)     ABN
will be the beneficial owner of [CT REQUESTED] of the issued
shares in ABNAH;

       (2)     ABNAH will be the beneficial owner of not less
than [CT REQUESTED] of the issued shares in the Borrower;

       (3)     the Equity Investors will be the beneficial owners
of all the issued shares in the Borrower not owned by ABNAH;

       (4)     the Borrower will be the sole beneficial owner of
the Holding Subsidiary and ABN Pacific;

       (5)     the Holding Subsidiary will be the sole beneficial
owner of the Fortronic Shares; and

 (g)    (consent of shareholders)  a consent signed by each
shareholder of a Guarantor consenting to that Guarantor entering
into the Transaction Documents even though it might constitute a
breach of directors' duties; and

 (h)    (ABN undertaking)  a letter in the form set out in
annexure F signed by American Banknote Corporation.

11.2    Condition Precedent to further accommodation

 In the case of Scenario 3, the obligation of the Lender to make
available second or further advances under the Facility is
subject to the further condition precedent that before or
simultaneously with a making of that financial accommodation the
Lender receives in form and substance satisfactory to it evidence
that PSS Completion under the Sale Agreements has occurred.

11.3    Conditions subsequent to initial accommodation

 The obligations of the Lender under this Agreement after the
first Drawdown Date are subject to the condition subsequent that
the Lender receives within 30 days of the first Drawdown Date, or
within such longer period as the Borrower and the Lender agree,
all of the following in form and substance satisfactory to the
Lender:  (a)    (verification certificate)  a certificate in
relation to each Group Member (other than PSS if Scenario 1 only
occurs) which has not become a Guarantor and provided a Charge as
of the first Drawdown Date given by a director of the Group
Member substantially in the form of annexure C with the
attachments referred to;

 (b)    (shareholding)  evidence that the shareholdings in the
Group Members are as set out in clause 12.1(p);

 (c)    (charges)  a Charge from each Group Member (other than
PSS and ABN Pacific if Scenario 1 only occurs) which has not
provided one prior to the first Drawdown Date and evidence that
each such Charge has been or will be provisionally registered by
the Australian Securities Commission free from all prior security
interests and third party rights and interests;

 (d)    (stamping)  evidence that each Charge referred to in
paragraph (c) and Guarantor Accession Deed referred to in
paragraph (e) has been stamped if necessary or will be lodged for
stamping at any relevant authority;

 (e)    (Accession Deed) an executed and stamped counterpart of
the Guarantor Accession Deed for each Group Member referred to in
paragraph (a) and evidence of the Guarantor Accession Deed's due
execution by each party to it;  (f)    (consent of shareholders) 
a consent signed by each shareholder of a Group Member referred
to in paragraph (a) consenting to that Group Member entering into
the Transaction Documents even though it might constitute a
breach of directors' duties;

 (g)    (certificate of compliance)  a certificate by a director
and secretary of each Group Member referred to in paragraph (a)
under section 206(6) of the Corporations Law substantially in the
form of annexure D;

 (h)    (PSS) unless Scenario 1 occurs, evidence that BABN has
waived, or may no longer exercise, any rights it has or had to
purchase any shares in PSS.

12.     REPRESENTATIONS AND WARRANTIES

12.1    Representations and warranties

 The Borrower and each Guarantor makes the following
representations and warranties.  (a)    (Status)  It is a
corporation validly existing under the laws of the place of its
incorporation specified in this Agreement.

 (b)    (Power)  It has the power to enter into and perform its
obligations under the Transaction Documents to which it is
expressed to be a party, to carry out the transactions
contemplated by those documents and to carry on its business as
now conducted or contemplated.

 (c)    (Corporate authorisations)  It has taken all necessary
corporate action to authorise the entry into and performance of
the Transaction Documents to which it is expressed to be a party,
and to carry out the transactions contemplated by those
documents.

 (d)    (Documents binding)  Subject to general principles of
equity and laws affecting creditors' rights generally:

       (i)     each Transaction Document to which it is expressed
to be a party is its valid and binding obligation enforceable in
accordance with its terms, subject to any necessary stamping and
registration;

       (ii)    subject to the relevant assumptions and
qualifications made in the legal opinions given in connection
with the Senior Debt Facility, each Charge and any Collateral
Security is valid security over the Mortgaged Property with the
priority stated; and

       (iii)   each Material Document to which it is a party is
valid and binding on it and enforceable against it in accordance
with its terms.

 (e)    (Transactions permitted)  The execution and performance
by it of the Transaction Documents to which it is expressed to be
a party and each transaction contemplated under those documents
did not and will not violate in any material respect a provision
of:

       (i)     a law or treaty or a judgment, ruling, order or
decree of a Governmental Agency binding on it except to the
extent that the Lender is aware as at the date of this Agreement;

       (ii)    its memorandum or articles of association or other
constituent documents; or

       (iii)   any other document or agreement which is binding
on it or its assets,

       and, except as provided by the Transaction Documents, did
not and will not:

       (iv)    create or impose a Security Interest on any of its
assets; or

       (v)     allow a person to accelerate or cancel an
obligation with respect to Financial Indebtedness, or constitute
an event of default, cancellation event, prepayment event or
similar event (whatever called) under an agreement relating to
Financial Indebtedness, whether immediately or after notice or
lapse of time or both.

 (f)    (Accounts)  In respect of its Accounts for each full
financial year after the date of this Agreement:

       (i)     its most recent consolidated and unconsolidated
audited Accounts give a true and fair view of the matters with
which they deal;

       (ii)    there has been no subsequent change in its and its
Subsidiaries' state of affairs which is likely to have a Material
Adverse Effect;

       (iii)   those Accounts are prepared consistently with past
practice of the Group and comply with current accounting practice
except to the extent disclosed in them or approved by the Senior
Debt Participants and with all applicable laws;

       (iv)    all material Financial Indebtedness and other
material contingent liabilities are disclosed in those Accounts;
and

       (v)     no Relevant Company has executed a Guarantee for
the purpose of obtaining an order under s.313 of the Corporations
Law or an equivalent provision or for the purpose of complying
with any such order.

 (g)    (No litigation)  To the best of its knowledge,
information and belief no litigation, arbitration, Tax claim,
dispute or administrative or other proceeding is current or
pending or, to its knowledge, threatened, which if adversely
determined is likely to have a Material Adverse Effect.

 (h)    (No default)

       (i)     It is not and none of its Subsidiaries is in
material default under a document or agreement (including an
Authorisation) binding on it or its assets which relates to
Financial Indebtedness or is material.

       (ii)    Nothing has occurred which constitutes an event of
default, cancellation event, prepayment event or similar event
(whatever called) under those documents or agreements, whether
immediately or after notice or lapse of time or both, and which
is subsisting.

 (i)    (Authorisations)  Each Authorisation which is required in
relation to: (i)     the execution, delivery and performance by
it of the Relevant Documents to which it is expressed to be a
party and the transactions contemplated by those documents;

       (ii)    the validity and enforceability of those documents
and the effectiveness or priority of the Charge or any Collateral
Security; and

       (iii)   its business as now conducted or contemplated and
which is material (including, without limitation, under
Environmental Law),

       has been obtained or effected.  Each is in full force and
effect.  It has complied with each of them.  It has paid all
applicable fees for each of them.

 (j)    (No misrepresentation)  Except to the extent that the
Lender is otherwise aware as at the date of this Agreement, all
information provided by it to the Lender is true in all material
respects at the date of this Agreement or, if later, when
provided.  Neither that information nor its conduct and the
conduct of anyone on its behalf in  relation to the transactions
contemplated by the Transaction Documents, was or is misleading,
by omission or otherwise.

 (k)    (Agreements disclosed)  Except to the extent that the
Lender is otherwise aware as at the date of this Agreement, each
document or agreement which is material to the Relevant Documents
or the ability of a Relevant Company to perform its obligations
under a Relevant Document, or which has the effect of varying a
Relevant Document, has been disclosed to the Lender in writing.

 (l)    (Copies of documents)  All copies of documents (including
its latest audited Accounts and all Authorisations) given by it
or on its behalf to the Lender are true and complete copies. 
Those documents are in full force and effect.

 (m)    (Title and Financial Indebtedness)

       (i)     It is the sole beneficial owner of the Mortgaged
Property purported to be charged or mortgaged by it and all
material assets included in its latest audited Accounts free of
any other third party right or interest whatever other than as
permitted by clause 13.1(f).

       (ii)    None of its or its Subsidiaries' assets is subject
to a Security Interest which is not permitted by clause 13.1(f).

       (iii)   On Completion the Borrower will be the sole
beneficial owner of:

       (1)     ABN Pacific; and

       (2)     the Holding Subsidiary.

       (iv)    On Completion the Holding Subsidiary will be the
sole beneficial owner of all shares in Fortronic and its
Subsidiaries will be the sole beneficial owners of all Purchase
Divisions free from any Security Interest;

       (v)     The Subsidiaries of the Holding Subsidiary will
have assumed all Financial Indebtedness owed to Fortronic on
Completion and (except if Scenario 1 occurs) all Financial
Indebtedness owed to PSS on PSS Completion.  (n)    (Law)  It and
each of its Subsidiaries has complied with all laws (including
any Environmental Law) binding on it where breach may have a
Material Adverse Effect.

 (o)    (Trust)  It does not hold any assets as the trustee of
any trust other than:

       (i)     any implied, constructive or resulting trust which
arises as part of the ordinary course of its business; and

       (ii)    any superannuation trust which has been notified
to the Lender.

 (p)    (Corporate tree)

       (i)     ABN will on Completion be the beneficial owner of
[CT REQUESTED] of all issued shares in ABNAH.

       (ii)    ABNAH will on Completion be the beneficial owner
of not less than [CT REQUESTED] of all issued shares in the
Borrower.

       (iii)   The Equity Investors will on Completion be the
beneficial owners of all the issued shares in the Borrower not
owned by ABNAH.

       (iv)    The Borrower will on Completion be the sole
beneficial owner of all shares in the Holding Subsidiary and ABN
Pacific.

       (v)     The Holding Subsidiary will on Completion be the
sole beneficial owner of all Fortronic Shares.

       (vi)    The Group Members will on Completion own all
assets comprised in the Purchase Divisions.

       (vii)   ABN Pacific will on PSS Completion be, if Scenario
3 occurs, the beneficial owner of [CT REQUESTED] of the issued
shares in PSS.

 (q)    (Subsidiaries)  It has no Subsidiaries at the date of
this Agreement except for any Guarantor and as disclosed in
paragraph (p).

 (r)    (Notifiable Transactions)  At the date of this Agreement
neither the Borrower nor any Guarantor is party to a Notifiable
Transaction except as agreed by the Lender.

 (s)    (Financial Indebtedness)  At the date of this Agreement
it has no Financial Indebtedness except as disclosed in annexure
E.

 (t)    (Taxes)  It has punctually paid all Taxes owing by it
other than Taxes which are being contested in good faith.

 (u)    (Sale Agreements)  To the best of the Borrower's
knowledge and belief there is no subsisting breach by any party
under a Sale Agreement with respect to that Sale Agreement.

12.2    Reliance on representations and warranties

 The Borrower and each Guarantor acknowledges that the Lender has
entered into the Transaction Documents in reliance on the
representations and warranties in this clause.  The Lender
acknowledges that it is not entitled to take any action in
relation to the representations and warranties in this clause if
the Lender had knowledge at the date of this Agreement of all of
the circumstances which give rise to the relevant breach.

12.3    Repetition for Guarantors

 On the accession of any Guarantor under clause 26, the
representations and warranties in clause 12.1 (other than
(m)(iii), (m)(iv) (q), (s), (t) and (v)) will automatically be
repeated in relation to that Guarantor by that Guarantor.

13.     UNDERTAKINGS

13.1    General undertakings

 The Borrower and each Guarantor undertakes to the Indemnified
Parties as follows, except to the extent that the Lender
consents.  (a)    (Corporate reporting and information)  It will
provide to the Lender:

       (i)     (annual Accounts)  as soon as practicable (but
within 120 days) after the close of each of its financial years
copies of its consolidated and unconsolidated audited Accounts in
respect of that financial year including balance sheets, cashflow
and profit and loss statements;

       (ii)    (quarterly reports)  as soon as practicable (but
within 30 days after the end of each quarter) copies of its
consolidated and unconsolidated quarterly financial reports
including balance sheets, cashflow and profit and loss statements
and summary of cash flow and adjusted forward cash flow for the
next quarter;

       (iii)   (monthly reports) as soon as practicable (but
within 15 days after the end of each calendar month) copies of
its consolidated and unconsolidated monthly financial reports
including balance sheets, cash flow and profit and loss
statements and summary of cash flow and adjusted forward cash
flow for the next calendar month. (iv)    (narrative)  if a line
item in any annual Account provided under sub-paragraph (i),
quarterly report provided under sub-paragraph (ii) or monthly
report provided under sub-paragarph (iii) varies by [CT
REQUESTED] or more from the same line item in the relevant budget
provided under sub-paragraph (v)(B), a narrative explaining the
reason for that variance;

       (v)     (budget) (1)     not less than 30 days before the
close of each of the Borrower's financial year, a draft budget
for the Group for the succeeding financial year; and

       (2)     not less than 15 days before the close of each of
the Borrower's financial year a budget for the Group for the
succeeding financial year approved by the directors of the
Borrower;

       (vi)    (compliance)  at the time it provides the Accounts
referred to in sub-paragraph (i) a certificate signed by two
directors of the Borrower in a form acceptable to the Lender
which discloses all Notifiable Transactions in the period since a
certificate was last provided under this sub-paragraph;

       (vii)   (documents issued to shareholders)  promptly, all
documents which applicable law requires it to issue to its
shareholders, debenture holders or holders of other Marketable
Securities issued by it;

       (viii)  (litigation)  promptly, written particulars of any
litigation, arbitration, Tax claim, dispute or administrative or
other proceeding in relation to the Mortgaged Property or it or
its Subsidiaries involving a claim exceeding [CT REQUESTED] or
its equivalent other than a claim for worker's compensation;

       (ix)    (Governmental Agency)  promptly, any notice, order
or material correspondence from or with a Governmental Agency
relating to the Mortgaged Property or its use or the Business
which may have a Material Adverse Effect;

       (x)     (other information)  promptly, any other
information in relation to the Mortgaged Property or its or its
Subsidiaries' financial condition or business which the Lender
may reasonably request.

 (b)    (Accounting principles)  It will ensure that the Accounts
provided to the Lender under paragraph (a):

       (i)     comply with current accounting practice except to
the extent disclosed in them and with all applicable laws; and

       (ii)    give a true and fair view of the matters with
which they deal.

 (c)    (Authorisations)  It will ensure that each Authorisation
required for:

       (i)     the execution, delivery and performance by it of
the Transaction Documents to which it is expressed to be a party
and the transactions contemplated by those documents;

       (ii)    the validity and enforceability of those documents
and the effectiveness and priority of the Charge or any
Collateral Security; and

       (iii)   the carrying on by it and its Subsidiaries of its
and the Business as now conducted or contemplated (including
under Environmental Law),

       is obtained and promptly renewed and maintained in full
force and effect.  It will pay all applicable fees for them.  It
will provide copies promptly to the Lender when they are obtained
or renewed upon the request of the Lender.

 (d)    (Notice to Lender) It will notify the Lender as soon as
it becomes aware of:

       (i)     any Event of Default or Potential Event of
Default;

       (ii)    any proposal by a Governmental Agency to acquire
compulsorily any of the Mortgaged Property or the whole or a
substantial part of its or any of its Subsidiaries' assets or
business;

       (iii)   any substantial dispute between it or any of its
Subsidiaries and a Governmental Agency;

       (iv)    any change in its Authorised Officers, giving
specimen signatures of any new Authorised Officer appointed, and,
where requested by the Lender, evidence satisfactory to the
Lender of the authority of any Authorised Officer;

       (v)     any change in its senior management or, if it is
or becomes aware of any change in the senior management of ABN,
that change; and

       (vi)    any representation given under clause 12 that is
incorrect or misleading when made or repeated.

 Sig    (Disposal of assets)  It will not sell or otherwise
dispose of, part with possession of, or create an interest in,
any of the Mortgaged Property or all or a substantial part of its
assets or agree or attempt to do so (whether in one or more
related or unrelated transactions) except (and in the case of the
Mortgaged Property, subject to the Charge and any Collateral
Security):

       (i)     as permitted by paragraph (f);

       (ii)    disposals of assets in exchange for other assets
comparable in value (other than a factoring on recourse terms or
a sale and Lease back or similar transaction); and

       (iii)   disposals in the ordinary course of day-to-day
trading at arm's length for valuable commercial consideration of:

       (1)     stock in trade; or

       (2)     any other single asset having a book value less
than or equal to [CT REQUESTED] or where total net book value of
that asset and all such other assets of the Group so disposed of
in any calendar year does not exceed [CT REQUESTED].

       Where a Subsidiary issues shares and its holding company
does not acquire all the shares, or (as the case may be) a
ratable portion of those shares according to its then
shareholding, the holding company will be taken to have disposed
of the shares it does not acquire.

 (f)    (Negative pledge) (i)     Except in the case of ABN
Pacific, it will not create or allow to exist a Security Interest
over its assets other than:

       (1)     the Charge or any Collateral Security;

       (2)     a lien arising by operation of law in the ordinary
course of day-to-day trading and not securing Financial
Indebtedness where it duly pays the indebtedness secured by that
lien other than indebtedness contested in good faith;

       (3)     a right of set off arising out of a
banker/customer relationship or implied by operation of law
arising in the ordinary course of its business; and

       (4)     any Senior Security.

       (ii)    In the case of ABN Pacific, it will not create or
allow to exist a Security Interest over its assets.

 (g)    (Security deposit)  It will not deposit or lend money on
terms that it will not be repaid until its or another person's
obligations or indebtedness are performed or discharged.  It will
not deposit money with or lend money to a person (other than the
Lender) to whom it is, or is likely to become, actually or
contingently indebted except with a bank or other financial
institution in the ordinary course of its business.

 (h)    (Title retention)  It will not enter into an agreement
with respect to the acquisition of assets on title retention
terms except in the ordinary course of day-to-day trading.

 (i)    (Sale and Lease back)  It will not sell or otherwise
dispose of any of its assets to a person where, under the terms
of that sale or disposal, or under a related transaction, that
asset is or may be Leased to a Relevant Company or its Associate.

 (j)    (Partnership and joint ventures)  It will not enter into
a partnership or joint venture with another person.

 (k)    (Corporate existence)  It will do everything necessary to
maintain its corporate existence in good standing.  It will not
transfer its jurisdiction of incorporation or enter any merger or
consolidation.

 (l)    (Compliance with law)  It will comply fully with all laws
binding on it where non-compliance is likely to have a Material
Adverse Effect.

 (m)    (Pay Taxes)  It will pay all Taxes payable by it when
due, but:

       (i)     it need not pay Taxes for which it has set aside
sufficient reserves and which are being contested in good faith,
except where failure to pay those Taxes may have a Material
Adverse Effect; and

       (ii)    it will pay contested Taxes which it is liable to
pay on the final determination or settlement of the contest.

 (n)    (Compliance and enforcement of Material Documents)  It
will:

       (i)     comply fully with its obligations under the
Material Documents;

       (ii)    use its best endeavours to keep the Material
Documents valid and enforceable.

 (o)    (Variation of Material Documents)  It will not:

       (i)     amend or vary, or consent to any amendment or
variation of;

       (ii)    avoid, release, surrender, terminate, rescind,
discharge (other than by performance) or accept the repudiation
of;

       (iii)   expressly or impliedly waive, or extend or grant
time or indulgence in respect of, any provision of or obligation
under; or

       (iv)    do or permit anything which would enable or give
grounds to another party to do anything referred to in
sub-paragraphs (i), (ii) or (iii) in relation to,

       a Material Document, but it may amend or vary, or consent
to any amendment or variation of, a document referred to in
paragraph (g), (i) or (j) of the definition of Material Document
unless that amendment or variation is likely to have a Material
Adverse Effect.

 (p)    (Commercial dealings)

       (i)     It will not deal in any way with any person except
at arms' length in the ordinary course of business for valuable
commercial consideration.

       (ii)    It will obtain a fair market rent or licence fee
for any Lease granted by it in respect of any Mortgaged Property.

       (iii)   It will ensure that all sales by a Relevant
Company of its products are made on terms that not more than six
months' credit after delivery is granted for the purchase price.

 (q)    (Distributions) It will not declare or make or carry into
effect any Distribution (whether in cash or in kind and whether
out of capital, profits, surplus or reserves) (other than
Distributions in relation to the Senior Debt Facility and
Distributions made in accordance with paragraph (r) or a
Distribution made to the Borrower or a Guarantor) unless all of
(i), (ii) and (iii) below are satisfied.

       (i)     The Lender has approved the Distribution in
writing or the Distribution was permitted under the Senior Debt
Facility.

       (ii)    No Event of Default or Potential Event of Default
has occurred which is continuing unremedied or which has not been
waived.

       (iii)   No declaration by the Lender under clause 14.2 has
been made.

 (r)    (Financial assistance)  It will not:

       (i)     advance money or make available financial
accommodation to or for the benefit of; or

       (ii)    give a Guarantee or Security Interest in
connection with an obligation or liability of,

       any person, but it may:

       (iii)   deposit funds with a bank in the ordinary course
of its business; and

       (iv)    issue performance Guarantees with respect to the
obligations of other Group Members in the ordinary course of
business where the aggregate maximum liability under all such
Guarantees given by Group Members outstanding at any time does
not exceed [CT REQUESTED];

       (v)     allow its customers to acquire goods and services
on extended terms in the ordinary course of trading;

       (vi)    enter into foreign exchange and interest rate
hedging arrangements in good faith on normal commercial terms at
arm's length in the ordinary course of business and meet margin
requirements under those arrangements;

       (vii)   enter into the Transaction Documents;

       (viii)  grant any Senior Security; and

       (ix)    advance money or make available financial
accommodation to or for the benefit of the Borrower or a
Guarantor.

 (s)    (Business conduct)  It will carry on and conduct its
business in a proper and efficient manner.  It will not cease or
materially change its business or the Business.  It will not, and
will ensure that each Relevant Company will not, take action
whether by acquisition or otherwise which alone or in aggregate
would materially alter the nature of the Business or the business
of the Group taken as a whole.

 (t)    (Financial Indebtedness)  It will not incur any Financial
Indebtedness except: (i)     under or as permitted by the
Transaction Documents;

       (ii)    to any person who has given a Satisfactory Charge;
and

       (iii)   under or as permitted by the Senior Debt Facility.

 (u)    (Subsidiaries)

       (i)     It will not create or acquire a Subsidiary unless
(except in the case of PSS if Scenario 1 only occurs) at the time
of becoming a Subsidiary the Subsidiary becomes a Guarantor
pursuant to clause 26 and gives a Satisfactory Charge (subject,
in the case of Fortronic, to Fortronic having complied with
sections 205(10)(a) to (h) of the Corporations Law within 30 days
of the first Drawdown Date).

       (ii)    It will ensure that each of its Subsidiaries
complies with paragraphs (e) to (ab) inclusive as if binding on
each of them and as if references to it were to the Subsidiary.

 (v)    (Ratification)  As shareholder of any Relevant Company,
it ratifies and confirms the execution, delivery and performance
by each Relevant Company of each Transaction Document.  It will
be taken to have ratified and confirmed the execution, delivery
and performance of each Satisfactory Charge and each Guarantor
Accession Deed to which any entity of which it is a shareholder
is at any time expressed to be party.

 (w)    (Acquisitions)  It will not acquire or establish any
business or acquire any shares in any person other than a
Relevant Company.

 (x)    (Capital expenditure)  It will not incur capital
expenditure other than under a capital expenditure budget
submitted to the Lender under clause 13.1(a)(v)(B) and approved
by the Lender, which approval shall not be unreasonably withheld
having regard to the financial conditions and prospects of the
Group and the Business at the time.

 (y)    (Issues)  It will not issue any Marketable Security or
agree to do so or grant a person a right to take up any
Marketable Security whether exercisable now or in the future or
if a contingency occurs, other than to its holding company.

 (z)    (Inspection)  At any time after the Senior Debt has been
repaid, the Lender or persons authorised by it may at any
reasonable time inspect with prior reasonable notice and require
the provision of copies of the records, and inspect the premises,
of any Relevant Company and inspect the Mortgaged Property.  Each
Relevant Company will do everything in its power to assist that
inspection and provide those copies and will ensure that its
employees and officers do the same.

 (aa)   (ABN Pacific)  In the case of ABN Pacific if PSS is not a
Guarantor:

       (i)     it shall not carry on any business or incur any
Financial Indebtedness (except as permitted under clause 13.1(t)
above); and

       (ii)    it shall ensure that PSS does not:

       (1)     issue any Marketable Security to any person;

       (2)     create or allow to exist a Security Interest over
its assets; or

       (3)     incur any Financial Indebtedness.

 (ab)   For any period in which neither the Lender nor any of its
Related Corporations hold any shares in the Borrower and if so
requested by the Lender, a person nominated by the Lender is
appointed and maintains office (except for disqualification
resulting from any act by the nominee or the Lender) as a
director of the Borrower.

13.2    Undertakings relating to Mortgaged Property

 The Borrower and each Guarantor undertakes to the Indemnified
Parties as follows, except to the extent that the Lender consents
otherwise.  (a)    (Pay outgoings)

       (i)     Subject to sub-paragraph (ii), it will promptly
pay all outgoings payable by it in respect of the Mortgaged
Property (including rent royalties and Taxes).

       (ii)    It need not pay outgoings which are being
contested in good faith except where failure to pay may have a
Material Adverse Effect.

       (iii)   It will pay contested outgoings which it is liable
to pay on the final determination or settlement of the contest.

       (iv)    On request by the Lender it will immediately
provide to the Lender evidence of every payment covered by this
undertaking.

 (b)    (Maintenance)

       (i)     It will maintain the Mortgaged Property in a good
state of repair and in good working order and condition.

       (ii)    On being reasonably required to do so by the
Lender it will immediately amend every material defect in the
repair and condition of the Mortgaged Property (fair wear and
tear excepted).

 (c)    (Insurance)

       (i)     (General obligation)  In its name and in the name
of the Lender it will:

       (1)     insure and keep insured the Mortgaged Property
which is of an insurable nature to the full replacement or
re-instatement value; and

       (2)     take out and keep in force other insurance with
respect to the Business, the Mortgaged Property and each business
in which the Mortgaged Property is used,

       in the manner and to the extent:

       (3)     reasonable and customary for a business enterprise
engaged in a similar business and in a similar locality, and for
property of the nature of the Mortgaged Property; or

       (4)     which a business enterprise holding similar
property, and engaged in a business in a similar locality, would
prudently insure against.

       (ii)    (Payment of premiums)  It will pay when due all
premiums, commissions, levies, stamp duties, charges and other
expenses necessary for taking out those insurance policies and
keeping them in force.

       (iii)   (Insurers)  It will take out each insurance policy
with independent and reputable insurers.

       (iv)    (Information)  On request it will provide to the
Lender certificates of currency in respect of all insurance
policies, and other details on the insurance policies which the
Lender requires.

       (v)     (Annual report)  On or about each anniversary of
the date of this Agreement it will provide to the Lender a report
on those insurance policies at the date of the report and on
claims and other material events with respect to those insurances
during the previous twelve months.

       (vi)    (No prejudicial action)  It will not do, permit,
or omit to do, anything which may prejudice an insurance policy.

       (vii)   (Contents of policy)  Without limiting
sub-paragraph (i), it will ensure that each insurance policy is
on terms and conditions satisfactory to the Lender and, without
limitation, provides that:

       (1)     if the Senior Debt has been fully repaid the
Lender is named as loss payee with respect to payments required
under paragraph (B);

       (2)     if the Senior Debt has been fully repaid if in any
[CT REQUESTED] claims under the policy exceed [CT REQUESTED],
proceeds in excess of that amount will be paid to the Lender;

       (3)     the insurer waives its right to set off or counter
claim or to make any other deduction or withholding against the
Lender and each person claiming under the Lender;

       (4)     all claims for insurance premiums, levies, stamp
duties, charges or commissions against the Lender and each person
claiming under the Lender are waived;

       (5)     the insurer will not terminate the policy unless
the relevant default or breach remains unremedied for at least 14
days after notice by the insurer to the Lender specifying the
default or breach;

       (6)     to the extent that the policy covers the interest
of the Lender the insurer will not refuse or reduce a claim or
cancel or avoid the policy except where the right to do so
results from the fraud of the Lender;

       (7)     a claim for replacement or re-instatement value
will be paid even though the relevant asset is not replaced or
re-instated; and

       (8)     there is no averaging provision.

       (viii)  (Remedy of default)  After the Senior Debt has
been fully repaid if:

       (1)     it fails to take out or to keep in force an
insurance policy;

       (2)     the insurer becomes entitled to cancel or avoid an
insurance policy; or

       (3)     the insurer under a policy is not be capable of
meeting a claim,

       the Lender may do anything which it determines is
advisable or necessary to take out or keep in force that policy
or to take out a new policy complying with this clause at the
cost of the Relevant Company and or in the name of the Relevant
Company or the Lenders or both.  The Lender is not obliged to do
anything under this sub-paragraph.

       (ix)    (Enforcement by Lender)  After the Senior Debt has
been fully repaid, it will do everything (including providing
documents, evidence and information) necessary or desirable in
the opinion of the Lender to enable the Lender to claim, and to
collect or recover money due, under or in respect of, an
insurance policy.

       (x)     (Notice of claims)  As soon as possible it will
notify:

       (1)     (A)     the Lender; and

       (B)     (when it is required or it is advisable to do so)
the relevant insurer,

       of any event which does or may give rise to a claim of [CT
REQUESTED] or its equivalent or more under an insurance policy;
and

       (2)     the Lender of: (A)     a cancellation, change or
reduction in an insurance policy;

       (B)     an insurance policy becoming void or voidable; or

       (C)     any other material circumstance or correspondence
relating to an insurance policy.

       (xi)    (Use of insurance proceeds)  After the Senior Debt
has been fully repaid, except as otherwise required under the
Sale Agreements, it will use the proceeds of all insurance
policies received by it while an Event of Default subsists,
towards payment of the Secured Moneys.

 (d)    (Preservation and protection of security)

       (i)     It will promptly do everything necessary or
reasonably required by the Lender at any time after Senior Debt
has been fully repaid:

       (1)     to preserve and protect the value of the Mortgaged
Property; and

       (2)     to protect and enforce its title and the title of
the Lender as mortgagee to the Mortgaged Property.

       (ii)    Without limiting the generality of sub-paragraph
(i), it will not permit lodgement of a caveat forbidding the
recording of an interest of it or the Lender in the Mortgaged
Property.

       (iii)   If a caveat is lodged (other than a caveat lodged
by the Lender) it will promptly do everything in its power to
remove it.

       (iv)    The generality of this paragraph does not limit,
nor is it limited by, the generality of any other paragraph of
this clause.

 (e)    (Other Security Interests)  It will comply fully with all
Security Interests affecting the Mortgaged Property and the
obligations secured by those Security Interests.

 (f)    (Environmental Law)

       (i)     It will maintain procedures which are adequate to
monitor:

       (1)     its compliance with Environmental Law and
Authorisations; and

       (2)     circumstances which may give rise to a claim or to
a requirement of substantial expenditure by it or of cessation or
material alteration of its activity (Perilous Circumstances).

       (ii)    After the Senior Debt has been fully repaid where
the Lender reasonably suspects that it is not complying with
sub-paragraph (i) or with an Environmental Law or Authorisation
in any material respect, the Lender may have an audit conducted
of its procedures, its compliance and any Perilous Circumstances.

Before conducting the audit the Lender shall notify the Borrower
of its intention to conduct the audit.  The Borrower will be
entitled to detail to the Lender its compliance with
Environmental Laws, and the Lender will not commence the audit
until the Borrower has had a reasonable time in which to satisfy
the reasonable concerns of the Lender under this paragraph (ii). 
The Borrower will do everything necessary to facilitate that
audit.

       (iii)   Where the procedures or the audit referred to in
this paragraph reveal any non-compliance with Environmental Law
or Authorisations, or reveal any material Perilous Circumstances,
it will promptly remedy them.

       (iv)    If the Lender has conducted more than one audit
under sub-paragraph (ii) in any 12 month period, the cost of each
additional audit in that period will be borne by the Lender
unless the audit reveals non-compliance with Environmental Law or
Authorisations which is likely to have a Material Adverse Effect
(in which case the cost of the audit will be borne by the
Borrower).

13.3    Undertakings relating to Marketable Securities

 After Scenario 3 occurs, the Borrower and each Guarantor
undertakes to maintain and protect all Marketable Securities in
PSS (for so long as PSS is not a Guarantor) or any non- wholly
owned Subsidiary included in the Mortgaged Property.  Without
limitation, it undertakes as follows, except to the extent that
the Lender consents otherwise.  (a)    (Notify rights offered or
accruing)  It will:

       (i)     notify the Lender immediately if it becomes
entitled to, or is offered, New Rights; and

       (ii)    ensure that all documents relating to New Rights
or arising out of their subscription, taking up or exercise are
delivered to the Lender.

 (b)    (Subscribe to rights)  If the Lender directs, it will
promptly subscribe to, take up or exercise New Rights.

 (c)    (Remedy defects)  It will remedy each defect in its
holding of those Marketable Securities.

 (d)    (Take proceedings)  It will take or defend all legal
proceedings which the Lender requires to protect or recover those
Marketable Securities.

 (e)    (Execute documents)  It will execute each document to
which it is expressed to be a party in relation to any thing
required under this clause.

 (f)    (Pay calls)  It will duly pay all calls in respect of
those Marketable Securities.

 (g)    (Deliver documents)  Immediately on receipt by it or for
its account, it will deliver to the Lender but not by way of
mortgage each certificate, acceptance, contract note or transfer
for those Marketable Securities;

 (h)    (Return of documents)  If the Lender makes available a
document relating to those Marketable Securities or New Rights
for registration, stamping, exercise, acceptance or another
purpose:

       (i)     it will ensure that the document or each resulting
or replacement document (as the case may be) is delivered
directly to the Lender when available or returned; and

       (ii)    to the extent required by the Lender, it will
ensure that all persons dealing with it have notice of the
Security Documents.

 (i)    (Nothing prejudicial)  It will not do or omit to do
anything which might render those Marketable Securities liable to
forfeiture, cancellation, avoidance or loss or might otherwise
prejudicially affect the interest of the Lender in them or their
value.

 (j)    (Meetings of shareholders or unitholders)  It will
immediately provide to the Lender certified copies of all reports
and other documents received by it in its capacity as a holder of
those Marketable Securities or relating in any way to those
Marketable Securities including any report or notice of any
meeting which the holder of Marketable Securities is entitled to
attend or vote at or both.

 (k)    (Vote)

       (i)     Subject to sub-paragraph (ii), it will vote those
Marketable Securities in a prudent manner.

       (ii)    It will not vote those Marketable Securities while
an Event of Default or Potential Event of Default subsists or
after the Security Documents have been enforced, except with the
consent of the Lender.

13.4    Term of undertakings

 Each undertaking in this clause continues from the date of this
Agreement until the Secured Moneys are fully and finally repaid.

 14.    EVENTS OF DEFAULT

14.1    Events of Default

 Each of the following is an Event of Default (whether or not it
is in the control of any Relevant Company).

 (a)    (Obligations under Transaction Documents)  The Borrower
or a Guarantor fails:

       (i)     to pay an amount payable by it under a Transaction
Document when due;

       (ii)    to comply with any of its other obligations under
a Transaction Document and, if in the opinion of the Lender that
failure can be remedied within 10 Business Days, does not remedy
the failure within 10 Business Days of notice from the Lender of
that failure; or

       (iii)   to satisfy within the time stipulated anything
which the Lender made a condition of its waiving compliance with
a condition precedent or undertaking in a Transaction Document.

 (b)    (Misrepresentation)  A representation, warranty or
statement by or on behalf of the Borrower or a Guarantor in a
Transaction Document, or in a document provided under or in
connection with a Transaction Document, is not true or is
misleading when made or repeated such that it would have a
Material Adverse Effect.

 (c)    (Cross default)

       (i)     Financial Indebtedness of a Relevant Company
aggregating to at least [CT REQUESTED] or its equivalent:

       (1)     is not paid when due (or within an applicable
grace period); or

       (2)     becomes due and payable before its stated maturity
or expiry;

       (ii)    a facility or obligation granted or owed by a
person to a Relevant Company to provide financial accommodation
or to acquire or underwrite Financial Indebtedness aggregating to
at least [CT REQUIESTED] or its equivalent is prematurely
terminated except in the case of voluntary termination as a
result of illegality; or

       (iii)   an event of default as defined in another
Transaction Document occurs.

       For the purpose of this paragraph, if a person is required
to provide cash cover for Financial Indebtedness as a result of
an actual, likely or threatened default or an event of default or
termination, cancellation, special prepayment or similar event,
whatever called, that Financial Indebtedness will be taken to be
due and payable. 

 (d)    (Administration, winding up, arrangements, insolvency
etc.)

       (i)     An administrator of a Relevant Company is
appointed.

       (ii)    Except for the purpose of a solvent reconstruction
or amalgamation previously approved by the Lender:

       (1)     an application (other than an application which is
frivolous or vexatious and which is contested in good faith) or
an order is made, proceedings are commenced, a resolution is
passed or  proposed in a notice of meeting or an application to a
court or other steps are taken for:

       (I)     the winding up, dissolution or administration of a
Relevant Company; or

       (II)    a Relevant Company entering into an arrangement,
compromise or composition with or assignment for the benefit of
its creditors or a class of them,

       (other than applications, proceedings, notices and steps
which are dismissed or withdrawn within 10 Business Days and
which the Relevant Company contests in good faith during that
period); or

       (2)     a Relevant Company ceases, suspends or threatens
to cease or suspend the conduct of all or a substantial part of
its business or disposes of or threatens to dispose of a
substantial part of its assets; or

       (iii)   a Relevant Company:

       (1)     is, or under legislation is presumed or taken to
be, insolvent (other than as the result of a failure to pay a
debt or claim the subject of a good faith dispute); or

       (2)     stops or suspends or threatens to stop or suspend
payment of all or a class of its debts.

 (e)    (Enforcement against assets)

       (i)     A receiver, receiver and manager, administrative
receiver or similar officer is appointed to;

       (ii)    a Security Interest is enforced over; or

       (iii)   a distress, attachment or other execution is
levied or enforced or applied for over,

       all of the assets and undertaking of a Relevant Company or
any such assets or undertaking with a value in excess of [CT
REQUESTED] and is not set aside, released or appealed against by
the Relevant Company within 5 Business Days.

 (f)    (Reduction of capital)  Without the prior consent of the
Lender, a Relevant Company:

       (i)     reduces its capital (including, without
limitation, a purchase of its shares but excluding a redemption
of redeemable shares);

       (ii)    passes a resolution to reduce its capital or to
authorise it to purchase its shares or a resolution under section
188(2) or 205(10) of the Corporations Law or an equivalent
provision, or calls a meeting to consider such a resolution,
other than in relation to any section 205 procedure contemplated
by this agreement; or

       (iii)   applies to a court to call any such meeting or to
sanction any such resolution or reduction.

 (g)    (Investigation)  An investigation into all or part of the
affairs of any Relevant Company commences under companies
legislation in circumstances material to its financial condition.

 (h)    (Analogous process)  Anything analogous to anything
referred to in paragraphs (d) to (g) inclusive, or having
substantially similar effect, occurs with respect to any Relevant
Company under any overseas law or any law which commences or is
amended after the date of this Agreement.

 (i)    (Vitiation of Documents)

       (i)     All or any part of a Transaction Document, the
Sale Agreements or the Senior Debt Facility is terminated or is
or becomes void, illegal, invalid, unenforceable or of limited
force and effect;

       (ii)    a party becomes entitled to terminate, rescind or
avoid all or part of a Transaction Document; or

       (iii)   a party other than the Lender alleges or claims
that an event described in sub-paragraph (i) has occurred or that
it is entitled as described in sub-paragraph (ii).

 (j)    (Amendment of articles)  The memorandum or articles of
association of the Borrower or a Guarantor are amended in a
material respect adverse to the Lender without the prior consent
of the Lender (which will not be withheld unreasonably).

 (k)    (Revocation of Authorisation)  An Authorisation which is
material to the performance by any Relevant Company of a Relevant
Document, or to the validity and enforceability of a Relevant
Document, to the conduct of the Business or to the security of
the Lender, is repealed, revoked or terminated or expires, or is
modified or amended or conditions are attached to it in a manner
unacceptable to the Lender and which has a Material Adverse
Effect, and is not replaced by another Authorisation acceptable
to the Lender.

 (l)    (Material adverse change)  Any other event or series of
events, whether related or not, occurs which has or is likely to
have a Material Adverse Effect.

 (m)    (Control)  Without the prior consent of the Lender:

       (i)     the Borrower or a Guarantor becomes a Subsidiary
of another person; or

       (ii)    in the opinion of the Lender there is a  change in
the majority ownership, management or control of the Borrower or
a Guarantor.

 (n)    (Compulsory acquisition)

       (i)     All or any part of the Mortgaged Property or other
assets of a Relevant Company is compulsorily acquired by or by
order of a Governmental Agency or under law and that acquisition
is likely to have a Material Adverse Effect;

       (ii)    a Governmental Agency orders the sale, vesting or
divesting of all or any part of the Mortgaged Property or other
assets of a Relevant Company and that sale, vesting or divesting
is likely to have a Material Adverse Effect; or

       (iii)   a Governmental Agency takes a step for the purpose
of any of the foregoing or proposes or threatens to do any of the
foregoing.

 (o)    (Governmental interference)  A law or anything done by a
Governmental Agency wholly or partially renders illegal, prevents
or restricts the performance or effectiveness of a Transaction
Document or otherwise has a Material Adverse Effect.

 (p)    (Environmental event)

       (i)     Any person takes action;

       (ii)    there is a claim; or

       (iii)   there is a requirement of expenditure or of
cessation or alteration of activity,

       under Environmental Law, which has or is likely to have a
Material Adverse Effect.

14.2    Consequences

 Subject to the Priority Agreement in addition and subject to any
other rights provided by law or any Transaction Document, at any
time after the expiry of 15 days after a notice from the Lender
to remedy an Event of Default the Lender may do all or any of the
following:

 (a)    by notice to the Borrower declare the Secured Moneys
immediately due and payable, and the Borrower shall immediately
pay the Secured Moneys;

 (b)    by notice to the Borrower cancel the Commitment;

 (c)    at the cost of the Borrower, appoint a firm of
independent accountants or other experts to review and report to
the Lender on the affairs, financial condition and business of
any Relevant Company. 

       Each Relevant Company will do everything in its power to
ensure the review and report can be carried out promptly,
completely and accurately.  Without limitation, it will
co-operate fully with the review and ensure that the accountants
and experts are given access to all premises and records of each
Relevant Company and are given all information concerning any
Relevant Company which they require from time to time.  It will
ensure that all officers and employees of each Relevant Company
do the same.

14.3    Technical default in payment

 (a)    Failure by the Borrower to pay an amount due will not
constitute an Event of Default under clause 14.1(a)(i) if: (i)   

before the exercise of the Lender's powers under clause 14.2 the
Borrower demonstrates to the reasonable satisfaction of the
Lender that it had sufficient available funds with its bankers
and had given appropriate instructions to those bankers to make
that payment and that the payment would have been made but for
temporary technical or administrative difficulties outside the
control of the Borrower; and

       (ii)    payment is received in the manner required within
2 Business Days of the due date.

 (b)    If: (i)     the Lender notifies the Borrower by 3.00 pm
(Sydney time) on the due date for the relevant payment that the
Lender has not received the payment; and

       (ii)    the Borrower does not satisfy the Lender under
sub-paragraph (a)(i) in relation to that payment by close of
business on that date,

       the Lender may exercise its powers under clause 14.2 on or
at any time after the Business Day following the date on which
the payment was due. 

       In all other cases, the Lender will not exercise its
powers under clause 14.2 until the 2 Business Days referred to in
paragraph (a)(ii) have passed.

15.     GUARANTEE

15.1    Guarantee

 The Guarantors jointly and severally unconditionally and
irrevocably guarantee the due and punctual payment of the Secured
Moneys.  Each Guarantor enters into this Agreement for valuable
consideration which includes, without limitation, the Lender
entering into this Agreement at its request.

15.2    Payment

 On demand from time to time each Guarantor shall pay an amount
equal to the Secured Moneys then due and payable in the same
manner and currency which the Borrower is required to pay the
Secured Moneys under the relevant Transaction Document (or would
have been but for its Liquidation).

15.3    Unconditional nature of obligation

 Neither this Agreement nor the obligations of any Guarantor
under this Agreement will be affected by anything which but for
this provision might operate to release, prejudicially affect or
discharge them or in any way relieve any Guarantor from any
obligation including, without limitation:

 (a)    the grant to any person of any time, waiver or other
indulgence, or the discharge or release of any person;

 (b)    any transaction or arrangement that may take place
between the Indemnified Parties and any person;

 (c)    the Liquidation of any person;

 (d)    the Indemnified Parties becoming a party to or bound by
any compromise, moratorium, assignment of property, scheme of
arrangement, composition of debts or scheme of reconstruction by
or relating to any person;

 (e)    the Indemnified Parties exercising or delaying or
refraining from exercising or enforcing any document or agreement
or any right, power or remedy conferred on it by law or by any
Transaction Document or by any other document or agreement with
any person;

 (f)    the amendment, variation, novation, replacement,
rescission, invalidity, extinguishment, repudiation, avoidance,
unenforceability, frustration, failure, expiry, termination,
loss, release, discharge, abandonment, assignment or transfer, in
whole or in part and with or without consideration, of any
Transaction Document or of any other document or agreement held
by the Indemnified Parties at any time or of any right,
obligation, power or remedy;

 (g)    the taking or perfection of or failure to take or perfect
a document or agreement;

 (h)    the failure by any person or the Indemnified Parties to
notify any Guarantor of any default by any person under any
Transaction Document or any other document or agreement;

 (i)    the Indemnified Parties obtaining a judgment against any
person for the payment of any Secured Moneys;

 (j)    any legal limitation, disability, incapacity or other
circumstance relating to any person;

 (k)    any change in any circumstance (including, without
limitation, in the members or constitution of a person);

 (l)    this Agreement or any other document or agreement not
being valid or executed by, or binding on, any person; or

 (m)    any increase in the Secured Moneys for any reason
(including, without limitation, as a result of anything referred
to above),

 whether with or without the consent of the Guarantors.  None of
the above paragraphs limits the generality of any other.  A
reference to "any person" includes, without limitation, the
Borrower or any other Guarantor.

15.4    No marshalling

 The Indemnified Parties are not obliged to marshal or
appropriate in favour of any Guarantor or to exercise, apply or
recover:

 (a)    any Security Interest, Guarantee, document or agreement
(including, without limitation, any Transaction Document) held by
the Indemnified Parties at any time; or

 (b)    any of the funds or assets that the Indemnified Parties
may be entitled to receive or have a claim on.

15.5    No competition

 Until the Secured Moneys have been irrevocably paid and
discharged in full no Guarantor is entitled to and shall not:

 (a)    be subrogated to the Indemnified Parties or claim the
benefit of any Security Interest or Guarantee held by the
Indemnified Parties at any time;

 (b)    either directly or indirectly prove in, claim or receive
the benefit of, any distribution, dividend or payment arising out
of or relating to the Liquidation of the Borrower or any other
Guarantor or any other person who gives a Guarantee or Security
Interest in respect of any Secured Moneys; or

 (c)    have or claim any right of contribution or indemnity from
the Borrower or any other Guarantor or any other person who gives
a Guarantee or Security Interest in respect of any Secured
Moneys.

 The receipt of any distribution, dividend or other payment by
the Indemnified Parties out of or relating to any Liquidation
will not prejudice the right of the Indemnified Parties to
recover the Secured Moneys by enforcement of this Agreement.

15.6    Suspense account

 In the event of the Liquidation of the Borrower or any other
person (including, without limitation, any Guarantor) each
Guarantor authorises the Indemnified Parties:

 (a)    to prove for all moneys which the Guarantors have paid
the Indemnified Parties under this Agreement; and

 (b)    (i)     to retain and carry to a suspense account; and

       (ii)    to appropriate at the discretion of the Lender,

       any dividend received in the Liquidation of the Borrower
or any other person and any other money received in respect of
the Secured Moneys,

 until the Indemnified Parties have been paid the Secured Moneys
in full.

15.7    Rescission of payment

 Whenever for any reason (including without limitation under any
law relating to Liquidation, fiduciary obligations or the
protection of creditors):

 (a)    all or part of any transaction of any nature (including,
without limitation, any payment or transfer) made during the term
of this Agreement which affects or relates in any way to the
Secured Moneys is void, set aside or voidable;

 (b)    any claim that anything contemplated by paragraph (a) is
so is upheld, conceded or compromised; or

 (c)    the Indemnified Parties are required to return or repay
any money or asset received by it under any such transaction or
the equivalent in value of that money or asset,

 the Indemnified Parties will immediately become entitled against
each Guarantor to all rights in respect of the Secured Moneys and
the Mortgaged Property which it would have had if all or the
relevant part of the transaction or receipt had not taken place. 
Each Guarantor shall indemnify the Indemnified Parties on demand
against any resulting loss, cost or expense.  This clause
continues after this Agreement is discharged.

15.8    Indemnity

 If any Secured Moneys (including moneys which would have been
Secured Moneys if they were recoverable) are not recoverable from
the Borrower for any reason (including, without limitation, any
legal limitation, disability, incapacity or thing affecting the
Borrower) each Guarantor shall indemnify the Indemnified Parties
on demand and shall pay those moneys to the Indemnified Parties
on demand.

 This applies whether or not:

 (a)    any transaction relating to the Secured Moneys was void
or illegal or has been subsequently avoided; or

 (b)    any matter or fact relating to that transaction was or
ought to have been within the knowledge of the Indemnified
Parties.

15.9    Continuing guarantee and indemnity

 This clause:

 (a)    is a continuing guarantee and indemnity;

 (b)    will not be taken to be wholly or partially discharged by
the payment at any time of any Secured Moneys or by any
settlement of account or other matter or thing; and

 (c)    remains in full force until the Secured Moneys have been
paid in full and the Guarantors have completely performed their
obligations under this Agreement.

15.10   Variations

 This clause covers the Secured Moneys as varied from time to
time including, without limitation, as a result of:

 (a)    any amendment to, or waiver under, any Transaction
Document; or

 (b)    the provision of further accommodation to the Borrower,

 and whether or not with the consent of or notice to the
Guarantors.  This does not limit any other provision.

15.11   Judgment

 A judgment obtained against the Borrower will be conclusive
against each Guarantor.

15.12   Conditions precedent

 Any condition or condition precedent to the provision of
financial accommodation is for the benefit of the Lender and not
the Guarantors.  Any waiver of or failure to satisfy such a
condition or condition precedent will be disregarded in
determining whether an amount is part of the Secured Moneys.

15.13   ABN New Zealand Limited

 Notwithstanding any other provision of any Transaction Document,
the total amount recoverable under this Agreement against ABN New
Zealand Limited is the greater of:

 (a)    [CT REQUESTED]; or

 (b)    the value of the [CT REQUESTED] of [CT REQUESTED] being
the [CT REQUESTED] as determined by reference to the most recent
Accounts delivered to the Lender under clause 13.1(a)(i) or (ii),

 or its equivalent in other currencies as determined by the
Lender.

16.     INTEREST ON OVERDUE AMOUNTS

 (a)    After the Satisfaction Date interest accrues on each
unpaid amount which is due and payable by the Borrower or a
Guarantor under or in respect of any Transaction Document
(including interest payable under this clause):

       (i)     on a daily basis up to the date of actual payment
from (and including) the due date or, in the case of an amount
payable by way of reimbursement or indemnity, the date of
disbursement or loss, if earlier;

       (ii)    both before and after judgment (as a separate and
independent obligation); and

       (iii)   on the whole of the amount then due but unpaid at
the [CT REQUESTED].

 (b)    The Borrower and each Guarantor shall pay interest
accrued under this clause on demand by the Lender.

17.     INDEMNITIES

 After the Senior Debt has been fully repaid on demand the
Borrower shall indemnify the Indemnified Parties against any
loss, cost, charge, liability or expense the Indemnified Parties
(or any officer of employee of the Indemnified Parties) may
sustain or incur as a direct or indirect consequence of:

 (a)    the occurrence of any Event of Default or the breach of
any Transaction Document;

 (b)    any exercise or attempted exercise in good faith of any
right, power or remedy under any Transaction Document or any
failure to exercise any right, power or remedy; and

 (c)    any statement in, conduct relying on or omission or
alleged omission from any document or information prepared,
provided or authorised by it, or any claim in respect of any of
the above (including legal costs on a full indemnity basis),

 except where such loss, cost, charge, liability or expense is
the direct consequence of any wilful default or negligence on the
part of the Lender.

18.     CONTROL ACCOUNTS

 The accounts kept by the Lender constitute sufficient evidence,
unless proven wrong, of the amount at any time due from the
Borrower under this Agreement.

19.     EXPENSES

 On demand the Borrower shall reimburse the Indemnified Parties:

 (a)    for their reasonable expenses in relation to the
preparation, execution and completion of any subsequent consent,
agreement, approval, waiver or amendment;

 (b)    for their expenses in relation to any actual or
contemplated enforcement of the Transaction Documents, or actual
or contemplated exercise, preservation or consideration of any
rights, powers or remedies under the Transaction Documents or in
relation to the Mortgaged Property, subject to the Indemnified
Parties complying with the Priority Agreement.

 This includes, without limitation, reasonable legal costs and
expenses on a full indemnity basis, travelling and out of pocket
expenses, and any expenses incurred in any review or
environmental audit in accordance with clause 13.2(f) or in
retaining consultants to evaluate matters of material concern to
the Lender, and (in relation to paragraph (b)) administrative
costs including any time of its executives (whose time and costs
are to be charged at reasonable rates).

20.     STAMP DUTIES

 (a)    The Borrower shall pay all stamp, transaction,
registration and similar Taxes (including fines and penalties)
which may be payable in relation to the execution, delivery,
performance or enforcement of any Transaction Document or any
payment or receipt or any other transaction contemplated by any
Transaction Document.

 (b)    Those Taxes include financial institutions duty, debits
tax or other Taxes payable by return and Taxes passed on to the
Indemnified Parties by bank or financial institution.

 (c)    On demand the Borrower shall indemnify the Indemnified
Parties against any liability resulting from delay or omission to
pay those Taxes except to the extent the liability results from
failure by the Indemnified Parties to pay any Tax after having
been put in funds to do so by the Borrower.

21.     WAIVERS, REMEDIES CUMULATIVE

 (a)    No failure to exercise and no delay in exercising any
right, power or remedy under any Transaction Document operates as
a waiver.  Nor does any single or partial exercise of any right,
power or remedy preclude any other or further exercise of that or
any other right, power or remedy.

 (b)    The rights, powers and remedies provided to the Lender in
the Transaction Documents are in addition to, and do not exclude
or limit, any right, power or remedy provided by law.

22.     SEVERABILITY OF PROVISIONS

 Any provision of any Transaction Document which is prohibited or
unenforceable in any jurisdiction is ineffective as to that
jurisdiction to the extent of the prohibition or
unenforceability.  That does not invalidate the remaining
provisions of that Transaction Document nor affect the validity
or enforceability of that provision in any other jurisdiction.

23.     SURVIVAL OF REPRESENTATIONS AND INDEMNITIES

 (a)    All representations and warranties in any Transaction
Document survive the execution and delivery of the Transaction
Documents and the provision of advances and accommodation.

 (b)    Each indemnity in any Transaction Document:

       (i)     is a continuing obligation;

       (ii)    is a separate and independent obligation; and

       (iii)   survives termination or discharge of the relevant
Transaction Document.

24.     MORATORIUM LEGISLATION

 To the full extent permitted by law all legislation which at any
time directly or indirectly:

 (a)    lessens, varies or affects in favour of the Borrower or a
Guarantor any obligation under a Transaction Document; or

 (b)    delays, prevents or prejudicially affects the exercise by
the Indemnified Parties of any right, power or remedy conferred
by any Transaction Document,

 is excluded from the Transaction Documents.

25.     ASSIGNMENTS

25.1    Assignment by Borrower and Guarantors

 Neither the Borrower nor any Guarantor may assign or transfer
any of its rights or obligations under this Agreement without the
prior written consent of the Lender (which consent must not be
unreasonably withheld).

25.2    Assignment by the Lender

 The Lender may not assign or transfer any of its rights or
obligations under this Agreement without the prior written
consent of the Borrower (which consent must not be unreasonably
withheld).  Any assignee must be bound to the Priority Agreement
to the same extent as the Lender is bound.  For the avoidance of
doubt, the Borrower may withhold its consent if the Lender
proposes to assign or transfer any of its rights or obligations
under this agreement to a Competitor (as that term is defined in
the Shareholders and Subscription Agreement dated on or about the
date of this agreement between ABNAH, Leigh-Mardon Pty Limited
and the Borrower).

25.3    Disclosure

 The Lender may disclose to a proposed assignee or transferee
information which relates to any Relevant Company or was
furnished in connection with the Transaction Documents if it
first obtains the consent of the Borrower (who shall not
unreasonably withhold or delay that consent).

25.4    No increased costs

 Despite anything to the contrary in this Agreement, if the
Lender assigns its rights under this Agreement the Borrower will
not be required to pay any net increase in the total amount of
costs, Taxes, fees or charges which is a direct consequence of
the assignment and of which the Lender or its assignee was aware
or ought reasonably to have been aware on the date of the
assignment or change. 

26.     ADDITION OF GUARANTORS

 (a)    (New Guarantor)  The Borrower shall ensure that: (i)    
Fortronic becomes a Guarantor for the purposes of this Agreement
by entering into a Guarantor Accession Deed within 60 days (or
any longer period which the Lender and the Borrower may agree,
the Lender's agreement not to be unreasonably withheld) of the
first Drawdown Date; and

       (ii)    each company which becomes a Subsidiary of a Group
Member (other than PSS for so long as any shares in PSS are owned
by a person who is not a Group Member) becomes a Guarantor for
the purposes of this Agreement by entering into a Guarantor
Accession Deed within 60 days (or any longer period which the
Lender and the Borrower may agree, the Lender's agreement not to
be unreasonably withheld) of becoming a Subsidiary (each such
company a New Guarantor).

 (b)    (Accession Deed)  Upon execution of a Guarantor Accession
Deed by a New Guarantor and the Lender, the New Guarantor shall
be taken to be a Guarantor for the purposes of this Agreement
with all the rights and obligations as if it were an original
party to this Agreement and to have made the representations and
warranties in clause 12.1 and/or clause 12.3 on the date of such
execution.

 (c)    (Conditions precedent)  The Borrower shall ensure that
before a New Guarantor becomes a Guarantor, the Lender has
received in form and substance satisfactory to it any document or
evidence relating to that accession it may require, including
without limitation: (i)     (confirmation of warranties):  a
certificate signed by a director of the Borrower confirming that
upon execution of the Guarantor Accession Deed the
representations and warranties set out in clauses 12.1 and 12.3
will be correct in relation to the New Guarantor; and

       (ii)    (verification certificate):  a certificate in
relation to the New Guarantor given by a director of the New
Guarantor substantially in the form of annexure C with the
attachments referred to and dated not earlier than 14 days before
its execution of the Guarantor Accession Deed.

27.     NOTICES

 All notices, requests, demands, consents, approvals, agreements
or other communications to or by a party to this Agreement:

 (a)    must be in writing;

 (b)    must be signed by an Authorised Officer of the sender;
and

 (c)    will be deemed to be duly given or made:

       (i)     (in the case of delivery in person or by post or
facsimile transmission) when delivered, received or left at the
address of the recipient shown in this Agreement or to any other
address which it may have notified the sender; or

       (ii)    (in the case of a telex) on receipt by the sender
of the answerback code of the recipient at the end of
transmission,

       but if delivery or receipt is on a day on which business
is not generally carried on in the place to which the
communication is sent or is later than 4 pm (local time), it will
be taken to have been duly given or made at the commencement of
business on the next day on which business is generally carried
on in that place.

 28.    AUTHORISED OFFICERS

 The Borrower and each Guarantor irrevocably authorises the
Indemnified Parties to rely on a certificate by any person
purporting to be its director or secretary as to the identity and
signatures of its Authorised Officers.  The Borrower and each
Guarantors warrants that those persons have been authorised to
give notices and communications under or in connection with the
Transaction Documents.

 Each Guarantor warrants that each Authorised Officer of the
Borrower is authorised to sign Drawdown on behalf of each
Guarantor.

29.     GOVERNING LAW AND JURISDICTION

29.1    Governing law and jurisdiction

 This Agreement is governed by the laws of New South Wales.  The
Borrower and each Guarantor submits to the non-exclusive
jurisdiction of courts exercising jurisdiction there.

29.2    Process agents

 Each Relevant Company situated outside Australia irrevocably: 
(a)    nominates the Borrower as its agent to receive service of
process or other documents in any action, suit or proceedings
brought in relation to any Transaction Document; and

 (b)    agrees that service of any such process or documents on
the Borrower will be sufficient service on it.

 The Borrower irrevocably and unconditionally accepts that
appointment.

30.     COUNTERPARTS

 This Agreement may be executed in any number of counterparts. 
All counterparts together will be taken to constitute one
instrument.

31.     CONSENTS AND OPINIONS

 Subject to the Priority Agreement, except where expressly stated
the Indemnified Parties may give or withhold, or give
conditionally, approvals and consents, may be satisfied or
unsatisfied, may form opinions, and may exercise rights, powers
and remedies at its absolute discretion.

 EXECUTED in Canberra.

Each attorney executing this Agreement states that he has no
notice of revocation or suspension of his power of attorney.

BORROWER

SIGNED on behalf of   ) AMERICAN BANKNOTE AUSTRALASIA  ) LIMITED
) by its attorney       ) in the presence of:   )  Signature

   Witness       Print name

  Print name

 GUARANTORS

SIGNED on behalf of    ) ABN HOLDINGS PTY LIMITED       ) by its
attorney ) in the presence of:    )  Signature

   Witness       Print name

  Print name



SIGNED on behalf of    ) ABN PACIFIC PTY LIMITED ) by its
attorney ) in the presence of:    )  Signature

   Witness       Print name

  Print name

 SIGNED on behalf of    ) ABN SECURITY PTY LIMITED       ) by its
attorney ) in the presence of:    )  Signature

   Witness       Print name

  Print name

 SIGNED on behalf of    ) ABN NEW ZEALAND  LIMITED       ) by its
attorney ) in the presence of:    )  Signature

   Witness       Print name

  Print name

LENDER:

SIGNED on behalf of   ) AMCOR INVESTMENTS PTY LIMITED  ) (ACN 004
345 868) by its attorney     ) in the presence of:   )  Signature

   Witness       Print name

  Print name

              Australian Sales Agreement
<PAGE>

INFORMATION HEREIN MARKED WITH "[CT REQUESTED]" HAS BEEN DELETED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER
THE SECURITIES EXCHANGE ACT OF 1934.   


CONFORMED COPY

                     AUSTRALIAN SALE AGREEMENT



THIS AGREEMENT is made on 10 April 1996 between:

1.   LEIGH-MARDON PTY LIMITED (ACN 004 432 633) incorporated in
Victoria of 679 Victoria Street, Abbotsford, Victoria, Australia
(the Vendor);

2.   ABN SECURITY PTY LTD (ACN 072 977 292) incorporated in
Victoria of 525 Collins Street, Melbourne, Victoria, Australia
(the Business Purchaser);

3.   ABN HOLDINGS PTY LTD (ACN 072 977 229) incorporated in
Victoria of 525 Collins Street, Melbourne, Victoria, Australia
(the Fortronic Shares Purchaser);

4.   ABN PACIFIC PTY LTD (ACN 072 977 265) incorporated in
Victoria of 525 Collins Street, Melbourne, Victoria, Australia
(the PSS Shares Purchaser);

5.   CONTAINERS PTY LTD (ACN 004 275 165) incorporated in
Victoria of 679 Victoria Street, Abbotsford, Victoria, Australia
(the Vendor Guarantor);

6.AMERICAN BANKNOTE AUSTRALASIA LIMITED (ACN 072 664 692)
incorporated in Victoria of 525 Collins Street, Melbourne,
Victoria, Australia (the Purchasers' Guarantor).

RECITALS:

A.   The Vendor carries on the Business at various locations in
Australia and in connection therewith owns the Assets.

B.   The Vendor is the registered holder and beneficial owner of
the Shares.

C.   The Vendor has agreed to sell and the Fortronic Shares
Purchaser has agreed to purchase the Fortronic Shares on the
terms of this Agreement.

D.   The Vendor has agreed to sell and the PSS Shares Purchaser
has agreed to purchase the PSS Shares on the terms of this
Agreement.

E.   The Vendor has agreed to sell and the Business Purchaser has
agreed to purchase the Assets and to assume certain liabilities
in respect of the Business on the terms of this Agreement.

F.   In consideration of the Purchasers entering into this
Agreement at the request of the Vendor Guarantor, the Vendor
Guarantor has agreed to give the guarantees and indemnities in
this Agreement.

G.  In consideration of the Vendor entering into this Agreement
at the request of the Purchasers' Guarantor, the Purchasers'
Guarantor has agreed to give the guarantees and indemnities in
this Agreement.

 IT IS AGREED as follows.

1.   DEFINITIONS AND INTERPRETATION

1.1Definitions

The following definitions apply unless the context requires
otherwise.

ABH means American Banknote Australasia Holdings Inc incorporated
in Delaware of 49th Floor, 200 Park Avenue, New York, New York,
the United States of America.

ABN means American Banknote Corporation incorporated in New York
of 51 West 52nd Street, New York, New York, the United States of
America.

Adjustment Date means the date on which the final form of the
Completion Accounts are accepted in writing by a director of each
of the Purchasers (being directors appointed by ABH).

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


Advertising Material means all advertising, sales and marketing
material used by the Vendor in connection with the Business (but
not including any copyright or other intellectual property rights
in such material).

Amcor means Amcor Limited (ACN 000 017 372) incorporated in
Victoria of Level 23, Southgate Tower East, 40 City Road, South
Melbourne, Victoria.

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


Approved Capital Expenditure has the meaning set out in the
Master Agreement.

Asia means Asia and includes without limitation [CT REQUESTED]

Assets means the following assets:

(a)  Goodwill;

(b)  Plant and Equipment;

(c)  all Trading Stock as at the close of business on the First
Completion Date (whether then on or in transit to the Sites or
elsewhere);

(d)  Prepayments;

(e)  Other Debtors;

(f)  Business Records;

(g)  the Undertaking;

(h)  the Intellectual Property Rights; and

(i)  Other Assets.

Auditor's Certificate has the meaning set out in Clause 4.2.   

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


[CT REQUESTED] has the meaning set out in Clause 16.1.   

Balance Date means 31 December 1995.

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


Book Debts means all the trade debts owed to the Vendor relating
to the Business.

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


Business means the business carried on in Australia by the Vendor
of the:

(a)  manufacture and supply of personalised cheques and cheque
books, deposit books, bank cheques, postal money orders and
bearer securities;

(b)  provision of electronic printing services for products
including cheque and credit card statements, car registrations,
superannuation statements and council rate notices;

(c)  manufacture and supply of plastic transaction cards, plastic
promotional and membership cards, photographic drivers licences
and firearms licences;

(d)  the provision of bureau personalisation services, encoding
and barcoding services;

(e)  the sale and/or maintenance of photographic, personalisation
and encoding equipment; and

(f)  any other operations or activities carried on by the Vendor
which are incidental or ancillary to the operations and
activities described in paragraphs (a)  -(e)   inclusive.

Business Contracts means the agreements made by the Vendor, CPEA
or CPED in connection with the Business.

Business Liabilities means:

(a)  the Trade Payables;

(b)  the Employee Provisions; and

(c)  the Other Provisions and Accruals.

Business Day means a week day on which banks are open in
Melbourne and Auckland.

Business Names means the registered business names specified in
Part 1 of Schedule 2.   

Business Records means all books of account, accounts, records
and data and all other documents relating solely to the Business
and the Assets.

Capital Expenditure Amount has the meaning set out in the Master
Agreement.

CNZ means Containers Packaging (N.Z.) Limited incorporated in New
Zealand of Nesdale Avenue, Wiri, Auckland, New Zealand.

Companies means Fortronic and PSS and Company means either of
them.

Completion Accounts has the meaning set out in Clause 4.

Completion Balance Sheet means the audited balance sheet to be
prepared in accordance with Clause 4.

Confidentiality Agreement means the confidentiality agreement
between the Vendor and ABN dated 11 May 1995.

Contamination means a solid, liquid, gas, odour, radiation or
substance (including, without limitation, asbestos) which makes
or may make, the Premises, or the surrounding Environment unfit
for the purposes for which the Premises are currently used by the
Vendor, Fortronic or PSS (as the case may be).

Continuing Companies means the Vendor and its Related Bodies
Corporate (other than the Companies).

Corporations Law means the Corporations Law of Australia.

CP means Amcor Limited (ACN 000 017 372) trading as "Containers
Packaging".

CPEA means CPE Australia Pty Ltd (ACN 004 624 873) incorporated
in Victoria of 679 Victoria Street, Abbotsford, Victoria.

CPED means CPE Data Card Pty Ltd (ACN 006 444 435) incorporated
in Victoria of 679 Victoria Street, Abbotsford, Victoria.

CP Funds has the meaning set out in Clause 14.

CPGT has the meaning given to that term in Clause 32.   

CPN means the [CT REQUESTED]

CP Transfer Amount has the meaning set out in Clause 14.

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


Data Card Business means the business to be acquired by the
Business Purchaser under this Agreement in relation to:

(a)  the manufacture and supply of plastic transaction cards,
plastic promotional and membership cards, photographic drivers
licences and firearms licences;

(b)  the provision of bureau personalisation services, encoding
and barcoding services;

(c)  the sale and/or maintenance of photographic, personalisation
and encoding equipment; and

(d)  any other operations or activities carried on by the Vendor
which are incidental or ancillary to the operations and
activities described in paragraphs (a)  -(c)   inclusive.

Data Room means the designated room containing disclosure
material located at Level 32, 530 Collins Street, Melbourne.

December Fortronic Management Accounts means the management
accounts contained in Data Room Document Number SA3.1.   3 for
the period commencing 1 July 1995 and ending 31 December 1995.

December PSS Management Accounts means the management accounts
contained in Data Room Document Number SA2.1.4 for the period
commencing 1 July 1995 and ending 31 December 1995.

December Security Management Accounts means the management
accounts contained in Data Room Document Number SA4.1.6 for the
period commencing 1 July 1995 and ending 31 December 1995.

[CT REQUESTED] has the meaning set out in Schedule 1.

[CT REQUESTED] Lease means the lease between [CT REQUESTED] in
relation to the property situated at [CT REQUESTED]

Employees means the employees of the Vendor and CP engaged in the
Business as at the First Completion Date.

Employee List means the list of employees and their employment
details which is initialled by a representative of each of the
parties at the date of execution of this Agreement for the
purposes of identification.

Employee Provisions means the aggregate amount of the liability
of the Vendor and CP for accrued annual leave (including
applicable loadings), sick leave and long service leave
entitlements of acquired employees (as defined in Clause 14.2) as
determined from the amount set out in the final Completion
Balance Sheet in respect of such entitlements for all Employees.

Environment means components of the earth, including:

(a)  land, air and water;

(b)  any layer of the atmosphere;

(c)  any organic or inorganic matter and any living organism;

(d)  human made or modified structures and areas; and

(e)  interacting natural ecosystems that include any components
of the kind referred to in paragraphs (a)  -(c)  ,

and for the purposes of this Agreement includes the meaning given
to that word in any legislation which has force in the relevant
jurisdiction.

Environmental Authorisation means the permits, licences, consents
and approvals held by the Vendor in relation to the Business,
held by Fortronic in relation to the Fortronic Business and held
by PSS in relation to the PSS Business, under any Environmental
Law.

Environmental Law means a provision of law, or a law which
relates to:

(a)  any aspect of the Environment, safety, health; or

(b)  the use of substances or conduct which may harm the
Environment or be hazardous or otherwise harmful to human health.

Excluded Business Name means the business name "John Sands
Security Printing";

Excluded Trade Marks means the trade mark registrations and
applications for registration specified in Schedule 32.   

Existing Terms and Conditions has the meaning given to that term
in Clause 32.   

Expert has the meaning set out in Clause 4.

Financial Accounts means the December Fortronic Management
Accounts and the PSS Management Accounts.

First Completion means the completion by the parties of the sale
and purchase of the Assets and the Fortronic Shares as provided
in Clause 8.

First Completion Date means 15 May 1996 or, if the conditions
referred to in Clause 15 (the Conditions) are not satisfied by
that date, the day being seven days after the date on which the
Conditions are satisfied or any other date as the parties agree.

Fortronic means Fortronic Technology Pty Limited (ACN 006 412
657) incorporated in Victoria of 679 Victoria Street, Abbotsford,
Victoria, Australia.

Fortronic ANZ Agreement has the meaning set out in Schedule 20.

Fortronic Assets means the plant, equipment, furniture, fittings,
motor vehicles and other chattels and assets owned by Fortronic
and used in the Fortronic Business.

Fortronic Business means the business carried on by Fortronic of
designing and manufacturing transaction terminal and EFTPOS
equipment, developing software applications for that equipment,
providing maintenance services for that equipment and any other
operations or activities carried on by Fortronic.

Fortronic Hardware Agreement has the meaning set out in Schedule
20.

Fortronic Loans means the amount owing by Fortronic to the
Continuing Companies as at the commencement of business on the
First Completion Date, as notified by the Vendor to the Fortronic
Shares Purchaser on the First Completion Date.

Fortronic Material Contracts means the following agreements:

(a)  the Fortronic ANZ Agreement;  and

(b)  the Fortronic Hardware Agreement.

Fortronic Name Agreement means the agreement between the Vendor,
Fortronic and FTH dated 28 July 1988.

Fortronic Shares means all of the ordinary $0.50 shares in the
capital of Fortronic together with the benefit of all rights
(including dividend rights) attached or accruing to those shares
as at the date of this Agreement.

FTH means Fortronic Technology Holdings Limited.

Gentglow means Gentglow Pty Limited (ACN 052 895 075)
incorporated in New South Wales of 679 Victoria Street,
Abbotsford, Victoria, Australia.

[CT REQUESTED] Deeds of Assignment and Variation means the deeds
assigning the [CT REQUESTED] to the [CT REQUESTED] on terms such
that the duration of the leases shall be [CT REQUESTED] years
with [CT REQUESTED] and that the aggregate annual rental cost of
the leases shall be [CT REQUESTED] for the [CT REQUESTED] years
and thereafter [CT REQUESTED];

Goodwill means the goodwill of the Business including (but not
limited to):

(a)  the Know How;

(b)  the Technical Data;

(c)  the Advertising Material (including the copyright in the
Advertising Material which the Vendor owns and the right of the
Vendor to use, but not ownership of, the Advertising Material
where the copyright is not owned by the Vendor);

(d)  all contracts and orders referred to in Clauses 20.1 and
20.4, all transferable licences, permits, quotas, consents or
authorities held by the Vendor in connection with the Business,
the agencies referred to in Clause 19 and the Leases referred to
in Clause 7;

(e)  the Vendor's copyright (if any) in labelling or printing
used by the Vendor solely in connection with the Business; and

(f)  the Vendor's copyright (if any) in software used by the
Vendor solely in connection with the Business.

[CT REQUESTED] Lease means the lease between [CT REQUESTED] in
relation to the property situated at [CT REQUESTED]

Hired Plant and Equipment means the plant and equipment specified
in Schedule 3 and all other plant and equipment hired by the
Vendor in connection with the Business.

Hiring Agreements means the agreements under which the Hired
Plant and Equipment is hired to the Vendor.

Intellectual Property Rights means:

(a)  the Business Names;

(b)  the Trade Marks (including the goodwill associated with
them); and

(c)  the Patents and Designs.

[CT REQUESTED] means the agreement between [CT REQUESTED] Ltd,
[CT REQUESTED] Ltd, [CT REQUESTED] (Australia) Ltd, [CT
REQUESTED] and [CT REQUESTED] Corp. dated [CT REQUESTED].

June Fortronic Management Accounts means the management accounts
contained in Data Room Document Number SA3.1.3 for the period
commencing 1 July 1994 and ending 30 June 1995.

June PSS Management Accounts means the management accounts
contained in Data Room Document Number SA2.1.4 for the period
commencing 1 July 1994 and ending 30 June 1995.

June Security Management Accounts means the management accounts
contained in Data Room Document Number SA4.1.6 for the period
commencing 1 July 1994 and ending 30 June 1995.

[CT REQUESTED] Lease means the lease between [CT REQUESTED] and
[CT REQUESTED] in relation to the property situated at 46 Millway
Street, Kedron, Queensland.

Know How means all the knowledge and information (whether
contained in the Business Records or otherwise) which the Vendor
owns and uses relating solely to the Business.

KPCL means Kiwi Packaging (Cartons) Limited incorporated in New
Zealand, of 58 Victoria Street, Onehunga, Auckland, New Zealand.

Leases means the Hiring Agreements and the Property Leases.

Liabilities means debts or liabilities of any kind, including
those which are prospective or contingent and those the amount of
which is not ascertained or ascertainable.

LM Logo means the logo a representation of which is affixed to
Schedule 33.   

LM Transferring Member has the meaning set out in Clause 14.   

LMNZ means Leigh-Mardon (NZ) Limited incorporated in New Zealand
of 1st Floor, 175 Vivian Street, Wellington, New Zealand.

Management Accounts means the June Fortronic Management Accounts,
the December Fortronic Management Accounts, the June Security
Management Accounts, the December Security Management Accounts,
the June PSS Management Accounts and the December PSS Management
Accounts.

Master Agreement means the agreement between the parties to this
Agreement, CNZ, LMNZ and KPCL to be entered into on or about the
date of this Agreement dealing with the interdependency of this
Agreement and the NZ Sale Agreement, purchase price adjustments
to be made under this Agreement and the NZ Sale Agreement and
global limits for warranty claims.

Material Contracts means the following agreements:

(a)  the [CT REQUESTED] Agreement;

(b)  the [CT REQUESTED] Agreement;

(c)  the [CT REQUESTED] Agreement;

(d)  the [CT REQUESTED] Agreement;

(e)  the [CT REQUESTED] Agreement;

(f)  the [CT REQUESTED] Agreement;

(g)  the [CT REQUESTED] Agreement;

(h)  the [CT REQUESTED] Agreement;

(i)  the [CT REQUESTED] Agreement;

(j)  the [CT REQUESTED] Agreement;

(k)  the [CT REQUESTED] Agreement;

(l)  the [CT REQUESTED] Agreement;

(m)  the [CT REQUESTED] Agreements;

(n)  the [CT REQUESTED] Agreement;

(o)  the [CT REQUESTED] Agreement;

(p)  the [CT REQUESTED] Agreement; and

(q)  the [CT REQUESTED] Agreements.

Material Leases means the following leases:

(a)  the [CT REQUESTED] Leases;  and

(b)  the [CT REQUESTED] Lease.

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


Net Tangible Assets means:

[CT REQUESTED]

where:

[CT REQUESTED]

New Fund has the meaning set out in Clause 14.

Notice of Disposal means a notice of disposal, substantially in
the form set out in Schedule 29.

NZ Business means the business sold by CNZ, LMNZ and KPCL
pursuant to the NZ Sale Agreement.

NZ Sale Agreement means the agreement for the sale of the NZ
Business.

Other Assets means all tangible property and assets owned by the
Vendor in connection with the Business other than:

(a)  Plant and Equipment;

(b)  all Trading Stock;

(c)  Prepayments;

(d)  Other Debtors;

(e)  cash at bank, on deposit or on hand;

(f)  insurance policies owned by the Vendor and the benefit of
any claims under them;

(g)  Book Debts; and

(h)  future income tax benefit.

Other Debtors means all receivables owed to the Vendor relating
to the Business as at the close of business on the First
Completion Date other than the Book Debts, the total amount of
which is to be set out in the final Completion Balance Sheet.

Other Provisions and Accruals means the aggregate gross amount of
the liability of the Vendor for various provisions details of
which are set out in Schedule 24 relating to the Business, the
total amount of which as at the close of business on the First
Completion Date, is to be set out in the final Completion Balance
Sheet.

Patents and Designs means the patent registrations and
applications for registration and the design registrations and
applications for registration specified in Part 3 of Schedule 2. 



Penalty Interest Rate means the penalty interest rate fixed from
time to time pursuant to section 2 of the Penalty Interest Rates
Act 1983.   

[CT REQUESTED] has the meaning set out in Schedule 1.   

Plant and Equipment means all the motor vehicles, plant,
equipment, furniture, fixtures and fittings and all spare parts,
tools and other maintenance items owned by the Vendor and used in
relation to the Business (including, without limitation, those
items specified in the asset register initialled at First
Completion by a representative of each of the parties for the
purpose of identification).

Premises means the premises which are the subject of the Property
Leases and the premises occupied by Fortronic and PSS as at the
date of execution of this Agreement.

Prepayments means prepayments made by the Vendor in the ordinary
conduct of the Business prior to the close of business on the
First Completion Date which relate to a period after close of
business on the First Completion Date, the total amount of which
is to be set out in the final Completion Balance Sheet.

Profit Amount means an amount equal to [CT REQUESTED] of the
amount shown in the PSS Statement as the operating profit after
taxation for PSS in the period commencing 30 June 1995 and
expiring on the First Completion Date.

Property Leases means the leases specified in Schedule 4.

PSS means Pacific Secure Systems Pty Ltd (ACN 002 752 730)
incorporated in New South Wales of 47 Marigold Street, Revesby,
New South Wales, Australia.

PSS Assets means the plant, equipment, furniture, fittings, motor
vehicles and other chattels and assets owned by PSS and used in
the PSS Business.

PSS Business means the business carried on by PSS of
manufacturing and supplying instant lottery tickets and any other
operations or activities carried on by PSS.

PSS Completion means the completion by the parties of the sale
and purchase of the PSS Shares as provided in Clause 9.

PSS Completion Date means 15 May 1996 or, if the conditions
referred to in Clause 16 are not satisfied, by that date, the day
being seven days after the date on which the conditions are
satisfied or any other date as the parties agree.

PSS Employees means [CT REQUESTED] and [CT REQUESTED].

[CT REQUESTED] Leases means:

(a)  the lease between [CT REQUESTED] to [CT REQUESTED]; and

(b)  the lease between [CT REQUESTED] to [CT REQUESTED].

PSS Material Contracts means the following agreements:

(a)  the [CT REQUESTED] Agreement;  and

(b)  the [CT REQUESTED] Agreement.

PSS [CT REQUESTED] has the meaning set out in Schedule 21.   

PSS Profit Payment Date means the date [CT REQUESTED].

PSS Shares means 900,000 ordinary $1.00 shares in the capital of
PSS together with the benefit of all rights (including dividend
rights) attached or accruing to those shares as at the date of
this Agreement.

PSS [CT REQUESTED] Agreement has the meaning set out in Schedule
21.   

Purchasers means the Business Purchaser, the Fortronic Shares
Purchaser and the PSS Shares Purchaser.

Purchaser's Fund has the meaning set out in Clause 14.

Related Body Corporate has the meaning given to it in the
Corporations Law.

Relevant Employees means the employees [CT REQUESTED] and
employees of the Companies.

Relevant Period has the meaning given to that term in Clause 32. 



[CT REQUESTED] Leases means the leases between the [CT REQUESTED]
and LM in relation to the property situated at [CT REQUESTED].

[CT REQUESTED] Services has the meaning given to that term in
Clause 32.   

[CT REQUESTED] Lease means the lease between [CT REQUESTED] and
LM in relation to the property situated at [CT REQUESTED].

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


Security Interest means an interest or power:

(a)  reserved in or over any interest in any asset including,
without limitation, any retention of title; or

(b)  created or otherwise arising in or over any interest in any
asset under a bill of sale, mortgage, charge, lien, pledge, trust
or power,

by way of security for the payment of debt or any other monetary
obligation or the performance of any other obligation and whether
existing or agreed to be granted or created.

Security Net Tangible Assets means:

[CT REQUESTED]

where:

[CT REQUESTED]

Senior Debt Facilities means the facilities referred to in the
Senior Debt Facilities Terms Sheet that are to be provided by the
Senior Debt Providers.

Senior Debt Facilities Terms Sheet means the Terms Sheet set out
in Schedule 9.

Senior Debt Provider has the meaning given to that term in the
Senior Debt Facilities Terms Sheet.

Shareholders' Deed means the deed dated [CT REQUESTED] as in
force as at the date of this Agreement.

Shares means the Fortronic Shares and the PSS Shares.

Sites means the locations of the land described in the Property
Leases.

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


Subordinated Debt Terms Sheet means the Terms Sheet set out in
Schedule 17.   

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


Supply Arrangements has the meaning given to that term in Clause
32.   

Tax Act means the Income Tax Assessment Act 1936.

Technical Data means all drawings, specifications, formulae and
operating manuals which the Vendor owns and uses relating solely
to the Business (other than the Patents and Designs) and all of
the Vendor's copyright (if any) in them.

Trade Marks means the trade mark registrations and applications
for registration specified in Part 2 of Schedule 2.   

Trade Payables means the aggregate amount owing by the Vendor to
suppliers of goods and services to, and other creditors of, the
Business, including all accruals for such matters, the aggregate
amount of which (as at the close of business on the First
Completion Date) is set out in the final Completion Balance
Sheet.  For the avoidance of doubt, this includes any amounts
owing by the Vendor in respect of Approved Capital Expenditure.

Trading Stock means the trading stock of the Business and
includes raw materials, work-in-progress, finished products,
packaging and packaging materials (whether on the Sites or
elsewhere) but excludes Advertising Material.

Transaction Documents means:

(a)  this Agreement;

(b)  the NZ Agreement;

(c)  the Confidentiality Agreement;

(d)  the Master Agreement;

(e)  the Underwriting Agreement;  and

(f)  such other agreements, instruments or other documents as the
parties may from time to time agree shall be Transaction
Documents for the purposes of this Agreement.

Transitional Period has the meaning set out in Clause 14.

Undertaking means the benefit of the undertaking contained in
Clause 17.

Underwriting Agreement means the agreement between the Vendor and
the Purchasers' Guarantor to be entered into on or about the date
of this Agreement dealing with the underwriting by the Vendor or
its nominee of subscriptions for shares in the Purchasers'
Guarantor in order to facilitate the funding by the Purchasers'
Guarantor of the purchases referred to in the Recitals to this
Agreement and the NZ Sale Agreement.

Vendor Disclosed Material means all written information and
material (including financial statements) in relation to the
Assets, the Shares, the Business, the Fortronic Business, the PSS
Business and the NZ Business or any of them, provided or supplied
by the Vendor or any of its representatives to the Purchasers or
any of their representatives prior to execution of this Agreement
and, without limitation, includes all information and material in
the Data Room and all written answers given by the Vendor or any
of its representatives to the Purchasers or any of their
representatives in response to questions of the Purchasers or any
of their representatives in relation to such information or
material together with the matters set out in Schedule 15.

Vendor Disclosed Matter means any matter disclosed by the Vendor
to the Purchasers in the Vendor Disclosed Material.

[CT REQUESTED] has the meaning set out in Schedule 1.   

[CT REQUESTED] has the meaning set out in Schedule 1.   

[CT REQUESTED] has the meaning set out in Schedule 1.   

Warranties means the representations and warranties contained in
Part 1 of Schedule 5.

[CT REQUESTED] Agreement has the meaning set out in Schedule 1.  


1.2Interpretation

Headings are for convenience only and do not affect
interpretation.

The following rules apply unless the context requires otherwise.

(a)  The singular includes the plural and conversely.

(b)  A gender includes all genders.

(c)  If a word or phrase is defined, its other grammatical forms
have a corresponding meaning.

(d)  A reference to a person, corporation, trust, partnership,
unincorporated body or other entity includes any of them.

(e)  A reference to a Clause or Schedule is a reference to a
clause of or a schedule to, this Agreement.

(f)  A reference to an agreement or document (including, without
limitation, a reference to this Agreement) is to the agreement or
document as amended, varied, supplemented, novated or replaced
except to the extent prohibited by this Agreement or that other
agreement or document.

(g)  A reference to a party to this Agreement or another
agreement or document includes the party's successors and
permitted substitutes or assigns (and, where applicable, the
party's legal personal representatives).

(h)  A reference to legislation or to a provision of legislation
includes a modification or re-enactment of it, a legislative
provision substituted for it and a regulation or statutory
instrument issued under it.

(i)  A reference to writing includes a facsimile transmission and
any means of reproducing words in a tangible and permanently
visible form.

(j)  A reference to dollars and $ is to Australian currency.

(k)  A reference to NZ$ is to New Zealand currency.

(l)  A reference to a right or obligation of any two or more
persons confers that right, or imposes that obligation, as the
case may be, jointly and severally.

(m)  A reference to an obligation to use best endeavours does not
extend to:

(i)  in the case of the Vendor, the payment of money to lessors
of Sites or Hired Plant and Equipment or third parties to
Business Contracts in consideration of the assignment or novation
of the Vendor's rights and/or obligations to the Purchasers; or

(ii)  in the case of the Business Purchaser, using debt
collectors or lawyers to collect Book Debts or stopping shipment
of products to customers or paying an employee money to accept
the Business Purchaser's offer of employment made under Clause
14.1 in excess of the employee's current compensation package; or

(iii)  taking legal proceedings.

1.3Consents or Approvals

If the doing of any act, matter or thing under this Agreement is
dependent on the consent or approval of a party or is within the
discretion of a party, the consent or approval may be given or
the discretion may be exercised conditionally or unconditionally
or withheld by the party in its absolute discretion, unless
otherwise stated.

2.   SALE OF BUSINESS

2.1Subject to satisfaction of the conditions set out in Clause
15, the Vendor sells free from all Security Interests and the
Business Purchaser buys on the terms set out in this Agreement
the Assets.

2.2Subject to satisfaction of the conditions set out in Clause
15, the Vendor sells free from all Security Interests and the
Fortronic Shares Purchaser buys on the terms set out in this
Agreement the Fortronic Shares.

2.3Subject to satisfaction of the conditions set out in Clauses
15 and 16, the Vendor sells free from all Security Interests and
the PSS Shares Purchaser buys on the terms set out in this
Agreement the PSS Shares.

2.4Subject to satisfaction of the conditions set out in Clause
15, the Business Purchaser agrees to assume the Business
Liabilities as at the close of business on the First Completion
Date up to the amount set out in the final Completion Balance
Sheet for Business Liabilities on the terms set out in this
Agreement with effect from First Completion.

3.   PURCHASE PRICE

3.1The estimated purchase price for the Security Net Tangible
Assets is [CT REQUESTED].  The purchase price for these Assets
does not include sales tax.

3.2The actual purchase price for the Security Net Tangible Assets
is the aggregate value of the Security Net Tangible Assets as
shown in the final Completion Balance Sheet.  The purchase price
for the Plant and Equipment, the Trading Stock, the Prepayments,
the Other Debtors and the Other Assets [CT REQUESTED].

3.3Subject to the provisions of the Master Agreement, the
purchase price for the Goodwill is $ [CT REQUESTED] the Capital
Expenditure Amount.

3.4Subject to the provisions of the Master Agreement, the
purchase price for the Intellectual Property Rights is $ [CT
REQUESTED] less the amount paid to the Vendor in respect of the
Fortronic Loans pursuant to Clause 8.2(c)  (iii)  .

3.5The purchase price for the Undertaking is [CT REQUESTED].

3.6The purchase price for the PSS Shares is $ [CT REQUESTED] plus
the Profit Amount.

3.7The purchase price for the Fortronic Shares is $ [CT
REQUESTED].

3.8Subject to the provisions of the Master Agreement, the
purchase prices specified in Clauses 3.1, 3.3, 3.4, 3.5 and 3.7
shall be paid to the Vendor by the Business Purchaser and the
Fortronic Shares Purchaser on the First Completion Date in
accordance with Clause 23 or as otherwise agreed between the
parties.

3.9Subject to satisfaction of the conditions set out in Clause
16, $ [CT REQUESTED] of the purchase price specified in Clause
3.6 shall be paid to the Vendor by the [CT REQUESTED] on the [CT
REQUESTED] and the [CT REQUESTED].

4.   COMPLETION ACCOUNTS

4.1The Vendor shall as soon as reasonably possible and in any
event within 45 days of the First Completion Date prepare and
provide to KPMG:

(a)  a draft Auditor's Certificate (as defined in Clause 4.2(c) 
);

(b)  a draft Completion Balance Sheet, comprising a balance sheet
of:

(i)  the Assets and Business Liabilities; and

(ii)  Fortronic,

as at the close of business on the First Completion Date; and

 (c)  a draft profit and loss statement of PSS for the period
commencing 1 July 1995 and ending on the First Completion Date
(PSS Statement).

The draft Completion Balance Sheet will be prepared in accordance
with the principles set out in Schedule 6 and in the form set out
in Schedule 22.     The PSS Statement will be prepared in
accordance with the principles set out in paragraph 1 of Schedule
6.

4.2The Vendor shall instruct KPMG to commence the audit process
in relation to the draft Completion Balance Sheet and provide to
the Purchasers within 20 Business Days after the delivery of the
draft Completion Balance Sheet referred to in Clause 4.1:

(a)  a draft audited Completion Balance Sheet (which is complete
but for signature by KPMG);

(b)  a draft audited PSS Statement (which is complete but for
signature by KPMG); and

(c)  a draft certificate (the Auditor's Certificate) from KPMG in
the form set out in Schedule 23,

(the draft Completion Balance Sheet, the draft PSS Statement and
the draft Auditor's Certificate referred to collectively as the
Completion Accounts)

4.3(a)  For a period of 10 Business Days after delivery of the
Completion Accounts to the Purchasers, the Vendor must procure
that KPMG allows the Purchasers' representatives all reasonable
access to KPMG staff and working papers, to enable the
Purchasers' representatives to have such discussions concerning
the Completion Accounts as the Purchasers may reasonably require.

The Vendor's representatives will be entitled to be present at
any meetings between the Purchasers' representatives and KPMG.

(b)  If the Completion Accounts are not disputed by the
Purchasers within 10 Business Days of their delivery to the
Purchasers, they shall be accepted in writing by a director of
each of the Purchasers (being directors appointed by ABH) by
5.00pm on the tenth Business Day after such delivery and shall
then be delivered in final form to the Purchasers and the Vendor.

Such documents shall then comprise the final Completion Balance
Sheet, the final PSS Statement and the final Auditor's
Certificate.

(c)  If the Completion Accounts are disputed by the Purchasers
within 10 Business Days of their delivery to the Purchasers, the
dispute shall be determined under Clause 4.4 and, following such
determination, the Completion Accounts (with such amendments as
are necessary having regard to the determination of the Expert)
shall forthwith be accepted in writing by a director of each of
the Purchasers (being directors appointed by ABH) (and such
Completion Accounts, subject to any adjustment necessary to
comply with the Expert's final determination, shall then comprise
the final Completion Balance Sheet and the final Auditor's
Certificate.

4.4(a)  In the event of any difference of opinion or dispute
(dispute) between the Vendor and the Purchasers regarding the
compliance of the Completion Accounts with the principles set out
in Schedule 6, the Purchasers may give notice thereof to the
Vendor, within the 10 Business Day period referred to in Clause
4.3(a)  , in accordance with Clause 4.4(e)  .  If the Vendor and
the Purchasers have not resolved that dispute within 6 Business
Days of the Purchasers having notified the Vendor of the same,
then the dispute must promptly be submitted for determination to
the President for the time being of the Institute of Chartered
Accountants of Australia or his nominee (such nominee being a
partner of Ernst & Young or Price Waterhouse with not less than
10 years relevant experience) (the Expert), who will determine
the matter or matters in dispute having regard to the principles
set out in Schedule 6.

(b)  The Expert will be instructed to finish his determination no
later than 10 Business Days after his appointment.

(c)  The Expert will act as an expert and not as an arbitrator,
and his written determination will be final and binding on the
parties in the absence of manifest error and the Completion
Accounts will thereupon be deemed to be amended accordingly.

(d)  The cost of such determination by the Expert will be borne
by the Vendor and the Purchasers in such manner as the Expert
determines (having regard to the merits of the dispute).

(e)  Notice of any dispute given under Clause 4.4(a)   must:

(i)  detail each of the matters in dispute; and

(ii)  ascribe a separate dollar value to each of those matters.

(f)  Despite any other provision of this Agreement, the
Purchasers are not entitled to dispute any item in the Completion
Accounts unless the amount disputed in relation to that item is
greater than $ [CT REQUESTED]. 

5.   INTERCOMPANY LOANS

Prior to the PSS Completion Date, the Vendor shall procure that:

(a)  any amounts owing by PSS to any of the Continuing Companies;
and

(b)  any amounts owing to PSS by any of the Continuing Companies,

shall be repaid with the intent that such amounts are to be
netted off so far as practicable.

6.LICENCES PERMITS AND OTHER AUTHORITIES

The Vendor shall, if requested by the Business Purchaser, assist
the Business Purchaser to obtain all licences, permits, quotas,
consents and other authorisations required under any statute or
regulation for it to be able to carry on the Business and to use
the Assets in the manner in which (in each case) the Vendor has
previously done.

7.   LEASE AGREEMENTS

7.1Prior to First Completion the Vendor shall pay the charges
provided for in, and comply with the other obligations binding on
them under, the Leases.  The Vendor shall indemnify the Business
Purchaser against all Liabilities which may be incurred by the
Business Purchaser for any default under any of the Leases
occurring either prior to First Completion or after First
Completion as a result of an act or omission of the Vendor prior
to First Completion.

7.2The Vendor must use its best endeavours to obtain all consents
which may be required to assign the Leases to the Business
Purchaser on or before the First Completion Date or as soon as
practicable thereafter on terms acceptable to the Business
Purchaser.

7.3If the Vendor cannot obtain a necessary consent to enable a
Lease to be assigned to the Business Purchaser by 31 May 1996 or
such later date as the parties agree, the Vendor and the Business
Purchaser shall meet together and negotiate in good faith with a
view to determining an alternative method by which the transfer
to the Business Purchaser of the Vendor's rights, and the
assumption by the Business Purchaser of the Vendor's obligations
under such Lease, can in substance be achieved.

7.4After First Completion the Business Purchaser shall:

(a)  pay the charges provided for in, and comply with all other
obligations of the Vendor under, the Leases; and

(b)  keep the Vendor indemnified against all Liabilities which
may be incurred by the Vendor in respect of any default by the
Business Purchaser under any of the Leases occurring after First
Completion.

7.5The parties acknowledge that the terms of an assignment of a
Property Lease to the Business Purchaser shall:

(a)  include a provision (in a form acceptable to the Vendor)
releasing the Vendor from any obligations under the Property
Lease unless such a provision is unacceptable to the lessor of
that Property Lease;

(b)  if required by the lessor of that Property Lease, include a
provision requiring the Vendor to confirm or acknowledge that it
remains liable in respect of any obligations under the Property
Lease;  and

(c)  if required by the lessor of that Property Lease, include a
provision requiring a guarantee of the obligations of the
Business Purchaser from any of the other Purchasers, the New
Zealand Purchaser or the Purchasers' Guarantor or any other form
of security in respect of the obligations of the Business
Purchaser provided that this Clause shall in no way require ABN
or ABH to provide a guarantee of the obligations of the Business
Purchaser under any Property Lease.

7.6The parties shall co-operate with each other and shall use
their reasonable endeavours to obtain the agreement of the lessor
of a Property Lease to the inclusion of the provision described
in Clause 7.5(a)   in the terms of any assignment of a Property
Lease to the Business Purchaser but the parties acknowledge that
the obligation to use reasonable endeavours in accordance with
this Clause 7.6 shall at all times be performed consistently with
the parties desire that the conditions referred to in Clause 15
should be satisfied by 31 May 1996 or such later date as the
parties agree.

7.7This Clause does not apply to the Kedron Lease.

8.   FIRST COMPLETION

8.   1Subject to Clause 15, First Completion will take place on
the First Completion Date at the offices of the Vendor's
solicitors, Arthur Robinson & Hedderwicks of 530 Collins Street,
Melbourne or at any other place as the Vendor and the Purchasers
may agree.

8.2At First Completion:

(a)  the Vendor shall deliver to the Business Purchaser or
Fortronic Shares Purchaser (as the case may be):

(i)  releases of any Security Interests affecting the Assets from
all persons holding them including, in particular, a release from
the charges set out in Schedule 7;

(ii)  duly executed notices of disposition of all motor vehicles
in registrable form sold together with current certificates of
roadworthiness relating to them;

(iii)  duly executed transfers to the Business Purchaser of the
Business Names other than the Excluded Business Name;

(iv)  duly executed in Victoria of the deeds of assignment of the
Trade Marks and the Patents and Designs which are registered or
the subject of applications for registration in Australia;

(v)  the certificates of registration or deeds of letters patent
(as the case may be) for the registered Trade Marks and the
registered Patents and Designs (or, in the case of lost
certificates of registration or deeds of letters patent (as the
case may be) for Australian registered Trade Marks or Australian
registered Patents and Designs,

(a)  a certified copy of the extract of the relevant register
relating to the registration stating that the certified copy is
to replace the original certificate or deed (at the cost of the
Vendor); or

(b)  a statutory declaration, signed on behalf of the Vendor, in
a form acceptable to the Australian Industrial Property
Organisation which will enable the Business Purchaser to obtain
either a replacement certificate of registration or deed of
letters patent or a certified copy of an extract of the relevant
register stating that a certified copy will replace the original
certificate or deed or which will enable the Business Purchaser
to be recorded as the proprietor of the relevant Trade Mark,
Patent and Design without a need to produce the certificate of
registration or deed of letters patent (at the cost of the
Vendor);

(vi)  duly executed assignments of the Hiring Agreements for
which the Vendor has been able to obtain consents from the owners
of the Hired Plant and Equipment to the assignment of the Hiring
Agreements;

(vii)  duly executed assignments of the Property Leases for which
the Vendor has been able to obtain consents from the lessors
under the Real Property Leases to the assignment of the Real
Property Leases;

(viii)  duly executed novations or assignments (as the case may
be) of the Business Contracts for which the Vendor has been able
to obtain consents to such novations or assignments from the
other parties to such Business Contracts;

(ix)  each item of Plant and Equipment, Hired Plant and Equipment
and Trading Stock at the Sites or at any other place as the
Vendor and the Business Purchaser may agree;

(x)  subject to Clause 27, the Business Records at the Sites or
at any other place as the Vendor and the Business Purchaser may
agree;

(xi)  details of the customers of the Business;

(xii)  the Technical Data and so much of the Advertising Material
as is in its possession and in respect of the remainder will
direct the person in whose possession it is to make it available
to the Business Purchaser on request;

(xiii)  duly executed instruments of transfer of the Fortronic
Shares in favour of the Fortronic Shares Purchaser together with
the share certificates relating to the Fortronic Shares;

(xiv)  the common seal (and any duplicate or official seals),
minute books, statutory books and registers, books of account,
trading and financial records, copies of taxation returns and
other documents and papers of Fortronic;

(xv)  unless FTH agrees to waive its right to require the Vendor
to procure a change of the name of Fortronic to a name which does
not include the name "Fortronic" or any imitation thereof under
Clause 3.5 of the Fortronic Name Agreement prior to First
Completion, a copy of a duly executed notice of change of the
name of Fortronic to a name which does not include the name
"Fortronic" or any imitation thereof (being a name nominated by
the Purchaser if the Purchaser nominates a name prior to the
relevant general meeting of Fortronic), the original of such
notice to be lodged by the Vendor as soon as practicable
afterwards; and

(xvi)  other duly executed deeds, instruments and documents as
may properly be required to vest legal and beneficial ownership
of all of the Assets in the Business Purchaser;

(b)  the Vendor shall ensure that a duly convened board meeting
of Fortronic is held at which a quorum of directors is present
and acting throughout at which:

(i)  such persons as the Fortronic Shares Purchaser may nominate
by notice to the Vendor are appointed as directors of Fortronic,
subject to the receipt of duly signed consents to act of such
persons;

(ii)  such persons as the Fortronic Shares Purchaser may nominate
by notice to the Vendor are appointed as the secretaries and
public officers of Fortronic, subject to the receipt of duly
signed consents to act of such persons;

(iii)  the signatories of any bank account maintained by
Fortronic are changed to those specified in writing by the
Fortronic Shares Purchaser;

(iv)  such persons as the Fortronic Shares Purchaser may nominate
by notice to the Vendor resign as directors, secretaries and
public officers of Fortronic; and

(v)  the transfer of the Fortronic Shares to the Fortronic Shares
Purchaser (subject to the payment of stamp duty on the
instruments of transfer which shall be borne by the Fortronic
Shares Purchaser), the cancellation of the existing share
certificates for the Fortronic Shares and the sealing and
delivery by Fortronic to the Fortronic Shares Purchaser of new
share certificates for the Fortronic Shares in the name of the
Fortronic Shares Purchaser are each approved;

(c)  subject to the due performance by the Vendor of the
obligations on its part to be performed under paragraphs (a) 
- - -(b)   inclusive:

(i)  the Business Purchaser and the Fortronic Shares Purchaser
will pay the amount of the purchase price which is payable on the
First Completion Date;

(ii)  the Fortronic Shares Purchaser will loan Fortronic an
amount equal to the amount of the Fortronic Loans;

(iii)  the Fortronic Shares Purchaser will procure that Fortronic
pays the Vendor an amount equal to the amount of the Fortronic
Loans; and

(iv)  the Business Purchaser will deliver to the Vendor a
quotation of the Business Purchaser's sales tax certificate
registration number in respect of the Trading Stock and Plant and
Equipment the format approved by the Commissioner of Taxation and
in accordance with all relevant requirements as specified in the
Sales Tax Assessment Act 1992 and Rulings issued by the
Commissioner of Taxation.

8.3The Vendor will arrange for the distribution of the amount
received pursuant to Clause 8.2(c)  (iii)   to the Continuing
Companies according to their respective entitlements and the
Purchasers shall not be bound to see the distribution thereof and
the receipt by the Vendor of such amount shall bind the Vendor.

8.4After First Completion, the Vendor shall execute all
documents, forms and authorisations and depose to or swear all
declarations or oaths, in a form prepared by the Business
Purchaser, as may be reasonably required to procure the
registration of the Business Purchaser as the proprietor of any
Trade Mark or Patent and Design in a country other than
Australia, in the jurisdiction in which the registration or
application for registration for that Trade Mark or Patent and
Design exists.

8.5First Completion of the sale and purchase of each Asset and
the Fortronic Shares is dependent on the simultaneous completion
of the sale and purchase of each other Asset and the Fortronic
Shares.

8.6If requested by the Vendor not less than seven days before
First Completion, the Business Purchaser will immediately make
application to the other party to any agreement which is to be
assigned to the Business Purchaser under this Agreement for
approval to the assignment.

8.7The Purchasers will co-operate fully with the Vendor in
endeavouring to obtain all consents and other approvals which may
be required or contemplated in connection with the transactions
provided for in this Agreement.

8.8If the Business Purchaser does not comply with its obligations
under Clause 8.2(c)  (iv)  , it shall keep the Vendor indemnified
in respect of any sales tax payable by the Vendor in respect of
the Trading Stock and Plant and Equipment sold to the Business
Purchaser under this Agreement.

9.   PSS COMPLETION

9.1If the conditions in Clause 16 are satisfied, at PSS
Completion:

(a)  the Vendor shall deliver to the PSS Shares Purchaser:

(i)  duly executed instruments of transfer of the PSS Shares in
favour of the PSS Shares Purchaser together with the share
certificates relating to the PSS Shares;

(ii)  the common seal (and any duplicate or official seals),
minute books, statutory books and registers, books of account,
trading and financial records, copies of taxation returns and
other documents and papers of PSS; and

(b)  subject to the due performance by the Vendor of the
obligations on its part to be performed under paragraph (a)  ,
the PSS Shares Purchaser will pay the amount of the purchase
price which is payable on the PSS Completion Date.

9.2As soon as practicable after PSS Completion, the Vendor shall
procure that a duly convened board meeting of PSS is held at
which a quorum of directors is present and acting throughout at
which:

(a)  such persons as the PSS Shares Purchaser may nominate by
notice to the Vendor are appointed as directors of PSS in place
of the existing "A" Directors (as defined in the Shareholders'
Deed), subject to the receipt of duly signed consents to act of
such persons; and

(b)  the transfer of the PSS Shares to the PSS Shares Purchaser
(subject to the payment of stamp duty on the instruments of
transfer which shall be borne by the PSS Shares Purchaser), the
cancellation of the existing share certificates for the PSS
Shares and the sealing and delivery by PSS to the PSS Shares
Purchaser of new share certificates for the PSS Shares in the
name of the PSS Shares Purchaser are each approved.

10.   PASSING OF PROPERTY

10.   1Property in all of the Assets will pass to the Business
Purchaser (and, in particular, the Business Purchaser will become
entitled to the benefit of the Goodwill) on payment by the
Business Purchaser of the amount payable on the First Completion
Date.

10.2Property in all of the Fortronic Shares shall pass to the
Fortronic Shares Purchaser on payment by the Fortronic Shares
Purchaser of the amount payable on the First Completion Date.

10.3Property in all of the PSS Shares shall pass to the PSS
Shares Purchaser on payment by the PSS Shares Purchaser of the
amount payable on the PSS Completion Date.

11.   RISK

All Assets remain at the risk of the Vendor until First
Completion.

12.   BOOK DEBTS

12.1The Book Debts will remain the property of the Vendor and the
Vendor may require payment, and institute proceedings for the
recovery, of any such Book Debts.

12.2The Vendor requests and authorises the Business Purchaser to
collect and receive payment of any of the Book Debts and in the
ordinary course of carrying on the Business, the Business
Purchaser shall, for a period of three months after the First
Completion Date, use its best endeavours to collect those debts.

12.3If, after First Completion, the Business Purchaser receives
any amount

which is expressed to be made in payment of any Book Debt, the
Business Purchaser shall pay it to the Vendor within 7 days of
receipt and in the meantime shall hold it in trust for the
Vendor.

12.4If, after First Completion, the Business Purchaser receives a
payment from any customer of the Business which is not expressly
appropriated by the customer in favour of the Vendor or the
Business Purchaser, then that payment will be applied in payment
of the Book Debts (other than a Book Debt subject to a dispute in
good faith).

12.5The Vendor shall forward to each customer of the Business who
at First

Completion is indebted to the Vendor a letter in a form approved
by the Business Purchaser advising those customers of the sale
contemplated by this Agreement.

13.   MOTOR VEHICLES

The cost of any notice of disposal and any roadworthiness
certificate required to be obtained in relation to any motor
vehicle shall be borne by the Vendor but the costs of the
preparation and lodging of any notices of acquisition or other
documents required to be lodged under the relevant motor vehicle
legislation and all stamp and other duties payable with respect
to the transfer of ownership of the vehicles shall be borne by
the Business Purchaser.

14.   EMPLOYEES

14.1At least fourteen (14) Business Days prior to First
Completion, the Business Purchaser will offer or procure an offer
of employment, conditional on First Completion and effective from
First Completion, to all of the employees listed in the Employee
List and any other persons employed by the Vendor or CP in
relation to the Business prior to First Completion on terms and
conditions which, taken as a whole for each such employee, are no
less favourable than the terms of employment of, and involve
substantially the same duties as those of, the employee with the
Vendor or CP (as the case may be) at the First Completion Date.

14.2If any employee accepts an offer of employment made pursuant
to Clause 14.1 (an "acquired employee") then the Vendor or CP (as
the case may be) shall immediately release that employee from his
or her employment with effect from First Completion.

14.3Each party shall use its best endeavours to ensure that all
of the employees to whom offers of employment are made pursuant
to Clause 14.1 accept the offers made.

14.4The Vendor undertakes to the Business Purchaser and the
Fortronic Shares Purchaser that the Vendor will ensure that the
Business Purchaser and Fortronic are permitted to be
participating employers of the CP Funds in respect of LM
Transferring Members and Fortronic Transferring Members (as the
case may be) throughout the LM and Fortronic Transitional Period
to enable suitable arrangements to be made for LM Transferring
Members and Fortronic Transferring Members to transfer into the
Purchaser's Fund.

14.5During the LM and Fortronic Transitional Period the Business
Purchaser

shall, and the Fortronic Shares Purchaser shall procure that
Fortronic shall, in their capacity as participating employers of
the CP Funds contribute to the relevant CP Funds, on a monthly
basis (with the payment for each calendar month to be made within
30 days after the end of the calendar month), in respect of each
LM Transferring Member and each Fortronic Transferring Member for
so long as he or she remains in employment with the Business
Purchaser or Fortronic (as the case may be) :

(a)  $ [CT REQUESTED] of the salary (as defined in the trust deed
of the Containers Packaging Superannuation Fund) of each LM
Transferring Member and Fortronic Transferring Member who is a
member of the Containers Packaging Superannuation Fund; and

(b)  $ [CT REQUESTED] of the salary (as defined in the trust deed
of the Containers Packaging Superannuation Benefits Plan) of each
LM Transferring Member and Fortronic Transferring Member who is a
member of the Containers Packaging Superannuation Benefits Plan,

PROVIDED THAT:

(i)  if the Purchaser's Actuary notifies the Vendor by the date
five days prior to the First Completion Date that he or she does
not agree with the percentages set out in paragraphs (a)   and
(b)   of this Clause, the disagreement shall be determined in
accordance with the provisions of Clause 14.12.  However, until
such time as the disagreement is determined in accordance with
Clause 14.12 the Business Purchaser and Fortronic shall continue
to contribute according to the percentages set out in paragraphs
(a)   and (b)   of this Clause; and

(ii)  neither the Business Purchaser nor Fortronic is required to
make any contributions in respect of any LM Transferring Member
or Fortronic Transferring Member while that member's
contributions are suspended in accordance with the trust deed of
the relevant CP Fund because he or she is absent from service
with the Business Purchaser or Fortronic (as the case may be) or
because of any other circumstances as a result of which the
Business Purchaser or Fortronic is not required to make
contributions in respect of any LM Transferring Member or
Fortronic Transferring Member, under the trust deed of the
relevant CP Fund.

14.6Between the First Completion Date and the end of the LM and
Fortronic Transitional Period:

(a)  the Vendor must ensure that no amendment is made to the
terms of either CP Fund which would affect the value of the
entitlements of any LM Transferring Members or Fortronic
Transferring Members without the prior consent of the Business
Purchaser or Fortronic (as the case may be), which consent must
not be unreasonably withheld;

(b)  the Vendor must ensure that no action is taken which would
cause either CP Fund to terminate without prior notification by
the Vendor to the Business Purchaser and Fortronic; and

(c)  subject to the Business Purchaser and Fortronic meeting
their obligations, to contribute to the CP Funds, under Clause
14.5, the Vendor must use reasonable endeavours to ensure that a
supplemental insurance policy is taken out and maintained by each
CP Fund in relation to LM Transferring Members and Fortronic
Transferring Members which:

(i)  insures the same component of the death, total and permanent
disablement and temporary total disablement benefits as is
insured in respect of them by that CP Fund immediately before the
First Completion Date; and

(ii)  is otherwise in the same terms as the insurance policy
which applies to them immediately before the First Completion
Date.

14.7It is acknowledged and agreed that:

(a)  the premiums and any other amounts (including, without
limitation, any duties or charges) expected to be payable by each
CP Fund under, or in relation to, the relevant Policy have been
taken into account in determining the percentages specified in
Clause 14.5;

(b)  the Vendor will notify the Business Purchaser and Fortronic,
within five (5) days (or such shorter period as may be agreed
between the Vendor and the Business Purchaser or Fortronic)
before the First Completion Date, if either CP Fund has failed to
take out and maintain a Policy; and

(c)  if at the end of the LM and Fortronic Transitional Period
the Vendor notifies the Business Purchaser and Fortronic that the
premiums and any other amounts (including, without limitation,
any duties or charges) actually paid by each CP Fund are more
than the premiums and amounts referred to in paragraph (a)  , and
the Vendor provides the Business Purchaser and Fortronic with
appropriate details relating to those actual premiums and other
amounts and also relating to those premiums and amounts referred
to in paragraph (a)   (above), then the Business Purchaser and
Fortronic shall pay to the trustee of the relevant CP Fund, or
the trustees of the CP Funds (as the case may be), by close of
business on the seventh day after the LM and Fortronic Payment
Date, the amount by which the premiums and other amounts
(including, without limitation, any duties or charges) actually
paid by each CP Fund exceed the premiums and amounts referred to
in paragraph (a)   above.

14.8The Business Purchaser and the Fortronic Shares Purchaser
acknowledge and agree that, at the end of the LM and Fortronic
Transitional Period, the Business Purchaser and Fortronic will
cease to be participating employers under each CP Fund and that
the relevant provisions of the trust deed of each CP Fund
relating to a participating employer leaving the relevant CP Fund
will apply in respect of the LM Transferring Members and the
Fortronic Transferring Members who are members of the relevant CP
Fund at the end of the LM and Fortronic Transitional Period.

14.9The Business Purchaser shall do, and the Fortronic Shares
Purchaser shall ensure that Fortronic does, all that is necessary
to ensure that they cease to be participating employers under the
CP Funds in accordance with the provisions of Clause 14.8.

14.10The Business Purchaser and the Fortronic Shares Purchaser
shall ensure

that:

(a)  subject to receipt of the CP Transfer Amount by the
Purchaser's Fund under Clause 14.13 or 14.14 (as the case may be)
the Purchaser's Fund confers on the relevant LM Transferring
Member or Fortronic Transferring Member in respect of his or her
period of membership of the relevant CP Fund benefits [CT
REQUESTED]; and

(b)  each LM Transferring Member and each Fortronic Transferring
Member is offered membership of the Purchaser's Fund as soon as
possible after it is nominated.

14.11As soon as practicable after the LM and Fortronic Member
Transfer Date, the Vendor must cause the Vendor's Actuary to make
a calculation as at that date of the CP Transfer Amount in
respect of each LM Transferring Member and Fortronic Transferring
Member.

14.12In the event of any of the following:

(a)  the Purchaser's Actuary disputing the calculation by the
Vendor's Actuary under Clause 14.11; or

(b)  the Vendor's Actuary and the Purchaser's Actuary failing to
reach agreement regarding:

(i)  the percentages set out in Clauses 14.5(a)   and (b)   by
the date five days prior to the First Completion Date; or

(ii)  the adjustments under Clause 14.14,

the dispute or disagreement is to be determined by an actuary
appointed jointly by the Vendor and the Business Purchaser or, if
they do not agree on the person to be appointed within fourteen
(14) days of one party requesting appointment, the actuary
appointed by the President for the time being of the Institute of
Actuaries of Australia at the request of either the Vendor or the
Business Purchaser.  The decision of the actuary is to be
conclusive and binding on the parties, in the absence of manifest
error, and is to apply in substitution for the amounts calculated
under Clause 14.11, or the percentages set out in Clause 14.5, or
for the purposes of Clause 14.14 (as the case may be).  The
Vendor and the Business Purchaser must each pay one half of the
actuary's costs and expenses in connection with the reference. 
The actuary is to be appointed as an expert and not as an
arbitrator.  The actuary will have an absolute discretion in
deciding the procedures for determination of the dispute or
disagreement.

14.13In respect of each LM Transferring Member and each Fortronic
Transferring Member who accepts membership of the Purchaser's
Fund and who consents to transfer his or her CP Transfer Amount
to the Purchaser's Fund, the Vendor shall use its best endeavours
to ensure that the trustee of the relevant CP Fund pays to the
Purchaser's Fund (subject to such conditions relating to
preservation or otherwise as are necessary in the opinion of the
trustee of the relevant CP Fund to preserve the taxation
concessions available to that fund) the relevant CP Transfer
Amount together with interest (accruing daily) on the CP Transfer
Amount from the LM and Fortronic Member Transfer Date until the
LM and Fortronic Payment Date at the percentage rate equal to the
then current declared earning rate of the relevant CP Fund (as
determined under the trust deed of the relevant CP Fund from time
to time) PROVIDED THAT if such interest rate would otherwise be
negative it shall be taken to be nil for these purposes.

14.14If the total of the CP Transfer Amounts (including any
interest payable on the CP Transfer Amounts under Clause 14.13)
is not paid in full on the LM and Fortronic Payment Date, the
Vendor shall pay to the trustee of the Purchaser's Fund by close
of business on the seventh day after the LM and Fortronic Payment
Date an amount equal to:

(a)  any shortfall between the payments made by the trustees of
the CP Funds to the trustee of the Purchaser's Fund under Clause
14.13 and the total of the CP Transfer Amounts (including any
interest payable on the CP Transfer Amounts under Clause 14.13);
or

(b)  if no such payment is made, the total of the CP Transfer
Amounts (including any interest payable on the CP Transfer
Amounts under Clause 14.13),

PROVIDED THAT the shortfall amount or the total of the CP
Transfer Amounts (including any interest payable on the CP
Transfer Amounts under Clause 14.13) (as the case may be) shall
be adjusted to cover the period between the LM and Fortronic
Payment Date and the date on which payment is actually made as
agreed by the Vendor's Actuary and the Purchaser's Actuary or, in
the absence of agreement, in accordance with Clause 14.12.  If
the payment by the Vendor will attract tax in the Purchaser's
Fund it shall be increased so that the amount remaining after
provision for tax represents the shortfall amount or the total of
the CP Transfer Amounts (including any interest payable on the CP
Transfer Amounts under Clause 14.13) (as the case may be).

14.15The Vendor shall be responsible (and shall indemnify the
relevant Purchaser against all claims) for:

(a)  the salary and wages (including any allowances or benefits)
of all the acquired employees arising from service in respect of
the period up to and including the First Completion Date, from
which date the relevant Purchaser will be responsible for them;
and

(b)  all taxes (including fringe benefits tax and payroll tax)
payable on the salary and wages (including any allowances or
benefits) of all the acquired employees arising from service in
respect of the period up to and including the First Completion
Date (whether such taxes become due before, on or after the First
Completion Date).

14.16Subject to performance of the obligations of the Vendor
under Clause 14.15, the relevant Purchaser shall be responsible
(and shall indemnify the Vendor against all claims) for:

(a)  salary and wages (including any allowances or benefits),
holiday pay (including applicable loadings), and other leave
entitlements which are or may become payable to any acquired
employee under any contract of employment, award or statutory
entitlement arising from service after the First Completion Date;
and

(b)  all taxes (including fringe benefits tax and payroll tax)
payable on the salary and wages (including any allowances or
benefits) of all the acquired employees arising from service
after the First Completion Date.

14.17The Vendor shall indemnify the relevant Purchaser against
all Liabilities in respect of all workers' compensation, common
law and any other claims in relation to any acquired employee
arising from service prior to and including the First Completion
Date.  The relevant Purchaser shall indemnify the Vendor against
all Liabilities in respect of all workers' compensation, common
law and any other claims in relation to any acquired employee
arising from service after the First Completion Date.

14.18Clauses 14.19 to 14.29 inclusive of this Clause 14 shall
apply only if

the conditions referred to in Clause 16 have been satisfied by
[CT REQUESTED] or such later date as the parties may agree.

14.19Subject to Clause 14.18, the Vendor undertakes to the PSS
Shares Purchaser that the Vendor will ensure that PSS is
permitted to remain as a participating employer of the CP Funds
in respect of PSS Transferring Members throughout the PSS
Transitional Period to enable suitable arrangements to be made
for PSS Transferring Members to transfer into the Purchaser's
Fund.

14.20Subject to Clause 14.18, during the PSS Transitional Period
the PSS Shares Purchaser shall procure PSS in its capacity as a
participating employer of the CP Funds to contribute to the
relevant CP Funds on a monthly basis (with the payment for each
calendar month to be made within 30 days after the end of the
calendar month), in respect of each PSS Transferring Member for
so long as he or she remains in employment with PSS:

(a)  [CT REQUESTED] of the salary (as defined in the trust deed
of the Containers Packaging Superannuation Fund) of each PSS
Transferring Member who is a member of the Containers Packaging
Superannuation Fund; and

(b)  [CT REQUESTED] of the salary (as defined in the trust deed
of the Containers Packaging Superannuation Benefits Plan) of each
PSS Transferring Member who is a member of the Containers
Packaging Superannuation Benefits Plan,

PROVIDED THAT:

(i)  if the Purchaser's Actuary notifies the Vendor by the date
five days prior to the First Completion Date that he or she does
not agree with the percentages set out in paragraphs (a)   and
(b)   of this Clause the disagreement shall be determined in
accordance with the provisions of Clause 14.27.  However, until
such time as the disagreement is determined in accordance with
Clause 14.27 PSS shall continue to contribute according to the
percentages set out in paragraphs (a)   and (b)   of this Clause;
and

(ii)  PSS is not required to make any contributions in respect of
any PSS Transferring Member while that member's contributions are
suspended in accordance with the trust deed of the relevant CP
Fund because he or she is absent from service with PSS or because
of any other circumstances as a result of which PSS is not
required to make contributions, in respect of any PSS
Transferring Member, under the trust deed of the relevant CP
Fund.

14.21Subject to Clause 14.18, between the PSS Completion Date and
the end of the PSS Transitional Period:

(a)  the Vendor must ensure that no amendment is made to the
terms of either CP Fund which would affect the value of the
entitlements of the PSS Transferring Members  without the prior
consent of PSS which consent must not be unreasonably withheld; 
and

(b)  the Vendor must ensure that no action is taken which will
cause either CP Fund to terminate without prior notification by
the Vendor to PSS; and

(c)  subject to PSS meeting its obligations to contribute to the
CP Funds under Clause 14.20 the Vendor must use reasonable
endeavours to ensure that a supplemental insurance policy is
taken out and maintained by each CP Fund in relation to PSS
Transferring Members which:

(i)  insures the same component of the death, total and permanent
disablement and temporary total disablement benefits as is
insured in respect of them by that CP Fund immediately before the
PSS Completion Date;  and

(ii)  is otherwise in the same terms as the insurance policy
which applies to them immediately before the PSS Completion Date.

14.22Subject to Clause 14.18 it is acknowledged and agreed that:

(a)  the premiums and any other amounts (including, without
limitation, any duties or charges) expected to be payable by each
CP Fund under or in relation to the relevant Policy have been
taken into account in determining the percentages specified in
Clause 14.20;

(b)  the Vendor will notify PSS, within five (5) days (or such
shorter period as may be agreed between the Vendor and PSS)
before the PSS Completion Date, if either CP Fund has failed to
take out and maintain a Policy; and

(c)  if at the end of the PSS Transitional Period, the Vendor
notifies PSS that the premiums and any other amounts (including,
without limitation, any duties or charges) actually paid by each
CP Fund are more than the premiums and amounts referred to in
paragraph (a)   above, and the Vendor provides PSS with
appropriate details relating to those actual premiums and other
amounts and also relating to those premiums and amounts referred
to in paragraph (a)   above, then PSS shall pay to the trustee of
the relevant CP Fund, or the trustees of the CP Funds (as the
case may be), by close of business on the seventh day after the
PSS Payment Date, the amount by which the premiums and other
amounts (including, without limitation, any duties or charges)
actually paid by each CP Fund exceed the premiums and amounts
referred to in paragraph (a)   above.

14.23Subject to Clause 14.18, the PSS Shares Purchaser
acknowledges and agrees that, at the end of the PSS Transitional
Period, PSS will cease to be a participating employer under each
CP Fund and that the relevant provisions of the trust deed of
each CP Fund relating to a participating employer leaving the
relevant CP Fund will apply in respect of the PSS Transferring
Members who are members of the relevant CP Fund at the end of the
PSS Transitional Period.

14.24Subject to Clause 14.18, the PSS Shares Purchaser shall
ensure that PSS does all that is necessary to ensure that it
ceases to be a participating employer under the CP Funds in
accordance with the provisions of Clause 14.23.   

14.25Subject to Clause 14.18, the PSS Shares Purchaser shall
ensure that:

(a)  subject to receipt of the CP Transfer Amount by the
Purchaser's Fund under Clause 14.28 or 14.29 (as the case may be)
the Purchaser's Fund confers on the relevant PSS Transferring
Member in respect of his or her period of membership of the
relevant CP Fund benefits which taken as a whole are not less
favourable than those under that CP Fund immediately before the
PSS Completion Date; and

(b)  each PSS Transferring Member is offered membership of the
Purchaser's Fund as soon as possible after it is nominated.

14.26Subject to Clause 14.18 as soon as practicable after the PSS
Member Transfer Date, the Vendor must cause the Vendor's Actuary
to make a calculation as at that date of the CP Transfer Amount
in respect of each PSS Transferring Member.

14.27Subject to Clause 14.18, in the event of any of the
following:

(a)  the Purchaser's Actuary disputing the calculation by the
Vendor's Actuary under Clause 14.26; or

(b)  the Vendor's Actuary and the Purchaser's Actuary failing to
reach agreement regarding:

(i)  the percentages set out in Clauses 14.20(a)   and (b)   by
the date five days prior to the First Completion Date; or

(ii)  the adjustments under Clause 14.29,

the dispute or disagreement is to be determined by an actuary
appointed jointly by the Vendor and PSS or, if they do not agree
on the person to be appointed within fourteen (14) days of one
party requesting appointment, the actuary appointed by the
President for the time being of the Institute of Actuaries of
Australia at the request of either the Vendor or  PSS.  The
decision of the actuary is to be conclusive and binding on the
parties, in the absence of manifest error and is to apply in
substitution for the amounts calculated under Clause 14.26, or
the percentages set out in Clause 14.20, or for the purposes of
Clause 14.29 (as the case may be).  The Vendor and PSS must each
pay one half of the actuary's costs and expenses in connection
with the reference.  The actuary is to be appointed as an expert
and not as an arbitrator.  The actuary will have an absolute
discretion in deciding the procedures for determination of the
dispute or disagreement.

14.28Subject to Clause 14.18, in respect of each PSS Transferring
Member who accepts membership of the Purchaser's Fund and who
consents to transfer his or her CP Transfer Amount to the
Purchaser's Fund, the Vendor shall use its best endeavours to
ensure that the trustee of the relevant CP Fund pays to the
Purchaser's Fund (subject to such conditions relating to
preservation or otherwise as are necessary in the opinion of the
trustee of the relevant CP Fund to preserve the taxation
concessions available to that fund) the relevant CP Transfer
Amount together with interest (accruing daily) on the CP Transfer
Amount from the PSS Member Transfer Date until the PSS Payment
Date at the percentage rate equal to the then current declared
earning rate of the relevant CP Fund (as determined under the
trust deed of the relevant CP Fund from time to time) PROVIDED
THAT if such interest rate would otherwise be negative it shall
be taken to be nil for these purposes.

14.29If the total of the CP Transfer Amounts (including any
interest payable on the CP Transfer Amounts under Clause 14.28)
is not paid in full on the PSS Payment Date, the Vendor shall pay
to the trustee of the Purchaser's Fund by close of business on
the seventh day after the PSS Payment Date an amount equal to:

(a)  any shortfall between the payments made by the trustees of
the CP Funds to the trustee of the Purchaser's Fund under Clause
14.28 and the total of the CP Transfer Amounts (including any
interest payable on the CP Transfer Amounts under Clause 14.28);
or

(b)  if no such payment is made, the total of the CP Transfer
Amounts (including any interest payable on the CP Transfer
Amounts under Clause 14.28),

PROVIDED THAT the shortfall amount or the total of the CP
Transfer Amounts (including any interest payable on the CP
Transfer Amounts under Clause 14.28) (as the case may be) shall
be adjusted to cover the period between the PSS Payment Date and
the date on which payment is actually made as agreed by the
Vendor's Actuary and the Purchaser's Actuary or, in the absence
of agreement, in accordance with Clause 14.27.  If the payment by
the Vendor will attract tax in the Purchaser's Fund it shall be
increased so that the amount remaining after provision for tax
represents the shortfall amount or the total of the CP Transfer
Amounts (including any interest payable on the CP Transfer
Amounts under Clause 14.28) (as the case may be).

14.30The Vendor must use reasonable endeavours to ensure that
both before and after the First Completion Date and the PSS
Completion Date (as the case may be), the relevant Purchaser and
the trustee of the Purchaser's Fund and any actuary appointed by
either of them are provided with all records and information
which they may reasonably require (including detailed information
concerning each of the LM Transferring Members, Fortronic
Transferring Members and PSS Transferring Members and their
participation in the CP Funds) in order to verify the correctness
of any calculations or values to be ascertained for the purposes
of this Agreement and to enable the relevant Purchaser and the
trustee of the Purchaser's Fund to take over responsibility for
and administer superannuation arrangements for these LM
Transferring Members, Fortronic Transferring Members and PSS
Transferring Members.  This obligation extends, without
limitation, to any records, information or systems which are
recorded, maintained or otherwise dependent on any computerised
or similar system or service.

14.31The CP Transfer Amount paid under Clause 14.13 or 14.28 or
the amounts

paid under Clause 14.14 or 14.29 must be paid in cash unless the
trustee of the Purchaser's Fund in its absolute discretion agrees
to accept other assets.

14.32For the purposes of this Clause 14, the following
expressions shall have the following meanings:

CP Funds means the Containers Packaging Superannuation Fund and
the Containers Packaging Superannuation Benefits Plan.

CP Transfer Amount means:

(a)  in respect of each LM Transferring Member or Fortronic
Transferring Member:

(i)  if the member has any [CT REQUESTED], the aggregate of the
member's total accumulation account balances (where appropriate)
in the relevant CP Fund at the LM and Fortronic Member Transfer
Date including the member's:

(a)  [CT REQUESTED] as defined in the trust deeds of the CP
Funds;

(b)  [CT REQUESTED] as defined in the trust deeds of the CP
Funds;

(C)[CT REQUESTED] as defined in the trust deed of the Containers
Packaging Superannuation Benefits Plan; and

(D)[CT REQUESTED] as defined in the trust deed of Containers
Packaging Superannuation Fund;

(ii)  if the member has any other benefit or interest in either
of the CP Funds an amount equal to the [CT REQUESTED] under the
relevant CP Fund in respect of that LM Transferring Member or
Fortronic Transferring Member as determined in accordance with
Clauses 14.11 and 14.12 (as the case may be); and

(iii)  any amount transferred into the CP Fund which is not
otherwise taken into account in the CP Transfer Amount under (a) 
(i)   and (ii)  ;

(b)  in respect of each PSS Transferring Member:

(i)  if the member has any [CT REQUESTED], the aggregate of the
member's total accumulation account balances (where appropriate)
in the relevant CP Fund at the PSS Member Transfer Date including
the member's:

(a)  [CT REQUESTED] as defined in the trust deeds of the CP
Funds;

(b)  [CT REQUESTED] as defined in the trust deeds of the CP
Funds;

(C)[CT REQUESTED] as defined in the trust deed of the Containers
Packaging Superannuation Benefits Plan; and

(D)[CT REQUESTED] as defined in the trust deed of Containers
Packaging Superannuation Fund;

(ii)  if the member has any other benefit or interest in either
of the CP Funds an amount equal to the actuarial reserve under
the relevant CP Fund in respect of that PSS Transferring Member
as determined in accordance with Clauses 14.26 and 14.27 (as the
case may be); and

(iii)  any amount transferred into the CP Fund which is not
otherwise taken into account in the CP Transfer Amount under (b) 
(i)   and (ii)  ,

PROVIDED HOWEVER that if the Purchaser's Actuary considers that
the methodology or assumptions used for the purposes of this
definition, and set out in paragraphs (a)   and (b)   (as the
case may be), are manifestly unreasonable and has notified the
Vendor prior to the date five days prior to the First Completion
Date of the basis on which the Purchaser's Actuary considers that
the methodology or assumptions are manifestly unreasonable, then:

(iv)  the Vendor and the relevant Purchaser shall meet forthwith
to attempt to resolve the disagreement;

(v)  if the disagreement is not resolved pursuant to
sub-paragraph (i)   of this proviso within fourteen (14) Business
Days after the date five days prior to the First Completion Date,
then, unless the parties agree within a further five (5) Business
Days on the person to be appointed as the actuary to determine
the matter the actuary shall be appointed by the President for
the time being of the Institute of Actuaries of Australia at the
request of either the Vendor or the relevant Purchaser;

(vi)  if an actuary is appointed pursuant to sub-paragraph (ii)  
of this proviso the actuary shall be bound to accept the
methodology and the assumptions used for the purposes of this
definition, and set out in paragraphs (a)   and (b)   (as the
case may be), unless the relevant Purchaser satisfies the actuary
that the methodology or those assumptions are manifestly
unreasonable.  The determination of the actuary in this regard
shall be conclusive and binding on the parties;

(vii)  if the relevant Purchaser satisfies the actuary in
accordance with sub-paragraph (iii)   of this proviso that the
methodology or assumptions used for the purposes of this
definition, and set out in paragraphs (a)   and (b)   (as the
case may be), are manifestly unreasonable then the actuary shall
determine the appropriate methodology or assumptions (as the case
may be) having regard to all relevant considerations.  The
decision of the actuary in this regard shall be conclusive and
binding on the parties, in the absence of manifest error, and is
to apply in substitution for the terms of this definition;

(viii)  the actuary shall have an absolute discretion in deciding
the procedures for determining the disagreement;

(ix)  the actuary is to be appointed as an expert and not as an
arbitrator;

(x)  the actuary shall make a determination under sub-paragraph
(iii)   of this proviso, and if required under sub-paragraph (iv)

 of this proviso, within ten (10) Business Days, or such longer
period as the parties may agree, after the actuary's appointment;

(xi)  the costs and expenses associated with the actuary's
appointment shall be paid as follows:

(a)  if the actuary is not satisfied as required by sub-
paragraph (iii)   of this proviso - by the relevant Purchaser;
and

(b)  in all other cases - the Vendor and the relevant Purchaser
shall each pay one half.

Fortronic Transferring Member means a member of either of the CP
Funds who is or who becomes employed by Fortronic immediately
before the First Completion Date or during the LM and Fortronic
Transitional Period, except that such a person who dies, becomes
totally and permanently disabled or who ceases to be employed by
Fortronic before the LM and Fortronic Member Transfer Date will
cease to be a Fortronic Transferring Member from the date of the
relevant event.

LM and Fortronic Member Transfer Date means the date or dates on
which LM Transferring Members and Fortronic Transferring Members
become members of the Purchaser's Fund pursuant to this Clause
14.

LM and Fortronic Payment Date means the date or dates which is or
are fourteen (14) days after the date or dates on which the CP
Transfer Amount is calculated under Clause 14.11 or 14.12 (as the
case may be).

LM and Fortronic Transitional Period means a period of [CT
REQUESTED] months (or such shorter period as may be agreed
between the Vendor and the Business Purchaser or Fortronic (as
the case may be)) after the First Completion Date so as to enable
suitable arrangements to be made for LM Transferring Members and
Fortronic Transferring Members to transfer into the Purchaser's
Fund.

LM Transferring Member means a member of either of the CP Funds
who accepts the Business Purchaser's offer of employment made
pursuant to Clause 14.1 or who becomes employed by the Business
Purchaser during the LM and Fortronic Transitional Period, except
that such a person who dies, becomes totally and permanently
disabled or who ceases to be employed by the Business Purchaser
before the LM and Fortronic Member Transfer Date will cease to be
a LM Transferring Member from the date of the relevant event.

Policy means the supplemental insurance policy or policies
referred to in Clause 14.6(c)   or Clause 14.21(c)  .

PSS Member Transfer Date means the date or dates on which the PSS
Transferring Members become Members of the Purchaser's Fund
pursuant to this Clause 14.

PSS Payment Date means the date or dates which is or are fourteen
(14) days after the date or dates on which the CP Transfer Amount
is or are calculated under Clause 14.26 or 14.27 (as the case may
be).

PSS Transferring Member means a member of either of the CP Funds
who is or who becomes employed by PSS immediately before the PSS
Completion Date or during the PSS Transitional Period except that
such a person who dies, becomes totally and permanently disabled
or who ceases to be employed by PSS before the PSS Member
Transfer Date will cease to be a PSS Transferring Member from the
date of the relevant event.

PSS Transitional Period means a period of [CT REQUESTED] (or such
shorter period as may be  agreed between the Vendor and PSS)
after the PSS Completion Date so as to enable suitable
arrangements to be made for PSS Transferring Members to transfer
into the Purchaser's Fund.

Purchaser's Actuary means an actuary (or a company or firm making
available the advice of an actuary) appointed by the Business
Purchaser for the purposes of this Clause 14.

Purchaser's Fund means a superannuation fund or funds nominated
in writing by the relevant Purchaser to the Vendor within six
months after the First Completion Date or the PSS Completion Date
(as the case may be) which is or are capable of being a complying
superannuation fund or complying superannuation funds for the
purposes of the Tax Act.

Vendor's Actuary means the actuary (or company or firm making
available the advice of an actuary) appointed in accordance with
the provisions of the  trust deed of the relevant CP Fund.

14A.   PSS EMPLOYEES

14A.1This Clause 14A shall apply only if the conditions referred
to in Clause 16 have been satisfied by 15 October 1996 or such
later date as the parties agree.

14A.   2At least fourteen (14) Business Days prior to PSS
Completion, the PSS

Shares Purchaser will offer or procure an offer of employment,
conditional on PSS Completion and effective from PSS Completion,
to all of the PSS Employees on terms and conditions which, taken
as a whole for each such employee, are no less favourable than
the terms of employment of, and involve substantially the same
duties as those of, the employee with CP at the PSS Completion
Date.

14A.3If a PSS Employee accepts an offer of employment (a "PSS
Acquired Employee") then the Vendor or CP (as the case may be)
shall immediately release that employee from his or her
employment with effect from PSS Completion.

14A.4Each party shall use its best endeavours to ensure that all
of the PSS

Employees accept the offers made.

14A.5The Vendor shall be responsible (and shall indemnify the PSS
Shares Purchaser against all claims) for:

(a)  the salary and wages (including any allowances or benefits)
of all the PSS Acquired Employees arising from service in respect
of the period up to and including the PSS Completion Date, from
which date the PSS Shares Purchaser will be responsible for them;
and

(b)  all taxes (including fringe benefits tax and payroll tax)
payable on the salary and wages (including any allowances or
benefits) of all the PSS Acquired Employees arising from service
in respect of the period up to and including the PSS Completion
Date (whether such taxes become due before, on or after the PSS
Completion Date).

14A.6Subject to performance of the obligations of the Vendor
under Clause 14A.5, the PSS Shares Purchaser shall be responsible
(and shall indemnify the Vendor against all claims) for:

(a)  salary and wages (including any allowances or benefits),
holiday pay (including applicable loadings), and other leave
entitlements which are or may become payable to any PSS Acquired
Employee under any contract of employment, award or statutory
entitlement arising from service after the PSS Completion Date;
and

(b)  all taxes (including fringe benefits tax and payroll tax)
payable on the salary and wages (including any allowances or
benefits) of all the PSS Acquired Employees arising from service
after the PSS Completion Date.

14A.   7The Vendor shall indemnify the PSS Shares Purchaser
against all Liabilities in respect of all workers' compensation,
common law and any other claims in relation to any acquired
employee arising from service prior to and including the PSS
Completion Date.  The PSS Shares Purchaser shall indemnify the
Vendor against all Liabilities in respect of all workers'
compensation, common law and any other claims in relation to any
acquired employee arising from service after the PSS Completion
Date.

15.CONDITIONS

15.1This Agreement is conditional on:

(a)  ABN New Zealand Limited and the Purchasers' Guarantor
executing on the date of this Agreement the NZ Sale Agreement (it
being acknowledged that First Completion of this Agreement is
conditional upon completion of the NZ Sale Agreement and vice
versa);

(b)  the novation or assignment of the Material Contracts to the
Business Purchaser;

(c)  the parties to the Fortronic Material Contracts consenting
to the sale of the Fortronic Shares for the purposes of the
Fortronic Material Contract to which they are a party;

(d)  the assignment of the Material Leases to the Business
Purchaser;

(e)  no material adverse change in the Assets, the Liabilities,
trading or financial position, profitability, operations,
management or prospects of the Business taking place between the
date of execution of this Agreement and the First Completion Date
resulting in the Senior Debt Provider(s) failing to provide
funding to the Purchasers or the Purchasers' Guarantor in
accordance with the terms of the Senior Debt Facilities Terms
Sheet;

(f)  [CT REQUESTED], the Business Purchaser and the Vendor
executing the [CT REQUESTED] Deeds of Assignment and Variation;

(g)  the execution of such documents as the Vendor shall require
providing for the advance by the Vendor or its nominee of funds
to the Purchasers' Guarantor upon such terms and conditions as
the Vendor shall reasonably require provided that the terms and
conditions are consistent with the terms set out in the
Subordinated Debt Terms Sheet;

(h)  if there is a Shortfall (as defined in the Underwriting
Agreement), the execution of a Shareholders Agreement by ABNH and
the Vendor or its nominee substantially on the terms set out in
the terms sheet contained in Schedule 2 to the Underwriting
Agreement; and

(i)  the execution of a new agreement or agreements to replace
the agreements (Replacement Agreements) referred to in Schedule 8
(Former Agreements) which Replacement Agreements shall be on
terms not substantially less favourable to the Vendor than the
Former Agreements.

15.2The Purchasers may waive any of the conditions referred to in
Clauses 15.1(b)  -(f)   inclusive.

15.3The parties shall each co-operate with the other and do all
things reasonably necessary to procure that this Agreement does
become binding under this Clause.

15.4Without limiting the generality of Clause 15.3:

(a)  every party shall, and the Vendor shall cause the Companies
to, make all necessary and appropriate applications and supply
all necessary and appropriate information for the purpose of
enabling this Agreement to become binding under this Clause;

(b)  no party may withdraw or procure the withdrawal of any
application made or information supplied under paragraph (a)   of
this Clause 15.4;

(c)  no party may take any action that would or would be likely
to prevent or hinder completion of this Agreement if this
Agreement becomes binding; and

(d)  each party shall supply to the other copies of all
applications made and all information supplied for the purpose of
enabling this Agreement to become binding under this Clause.

15.5If any of the conditions referred to in this Clause have not
been fulfilled by 31 May 1996 or such later date as the parties
agree, this Agreement will cease and be of no further effect and
afterwards no party will have any rights or obligations under it
except that the Purchasers and the Purchasers' Guarantor shall
ensure that all information obtained by any of them (or any of
their employees or agents) relating to the Business, the Assets,
the Shares and the Companies is kept entirely secret and
confidential and is not disclosed nor made use of in any way or
by any person without the prior consent of the Vendor.

16.SALE OF PSS SHARES

16.1The sale of the PSS Shares pursuant to this Agreement is
conditional on:

(a)  [CT REQUESTED] rights in relation to the PSS Shares arising
pursuant to the Shareholders' Deed; or

(b)  [CT REQUESTED] under Section 5.3 of the Shareholders' Deed; 
and

(c)  [CT REQUESTED] consenting to the sale of the PSS Shares for
the purposes of the PSS Lease to which they are a party;  and

(d)  the parties to the [CT REQUESTED] to the sale of the PSS
Shares for the purposes of the PSS Material Contract to which
they are a party.

16.2[CT REQUESTED] pursuant to this Agreement is also conditional
on the PSS Shares Purchaser entering into an agreement with BABN
pursuant to which the PSS Shares Purchaser agrees to assume and
perform the obligations of the Vendor under Section 5 of the
Shareholders' Deed.

16.3The Purchasers shall co-operate with the Vendor and do all
things reasonably necessary to procure that the sale of the PSS
Shares does become binding under this Clause.  The Vendor shall
co-operate with the Purchasers and shall use its best endeavours
to procure that the sale of the PSS Shares does become binding
under this Clause, including without limitation, exercising and
otherwise pursuing its rights under the Shareholders' Deed.

16.4Without limiting the generality of Clause 16.3:

(a)  every party shall, and the Vendor shall cause PSS to, make
all necessary and appropriate applications and supply all
necessary and appropriate information for the purpose of enabling
the sale of the PSS Shares to become binding under this Clause;

(b)  no party may withdraw or procure the withdrawal of any
application made or information supplied under paragraph (a)   of
this Clause 16.4;

(c)  no party may take any action that would or would be likely
to prevent or hinder completion of the sale of the PSS Shares if
the sale of the PSS Shares becomes binding; and

(d)  each party shall supply to the other copies of all
applications made and all information supplied for the purpose of
enabling the sale of the PSS Shares to become binding under this
Clause.

16.5If the conditions referred to in Clauses 16.1(c)   and
16.1(d)   have not been fulfilled by [CT REQUESTED] or such later
date as the parties may agree;

(a)  the sale of the PSS Shares pursuant to this Agreement will
not occur; and

(b)  all provisions of this Agreement relating to the sale of the
PSS Shares will cease and be of no further effect (insofar as
they relate to the sale of the PSS Shares).

16.6If any of the other conditions referred to in this Clause
have not been fulfilled by [CT REQUESTED] or such later date as
the parties may agree;

(a)  the sale of the PSS Shares pursuant to this Agreement will
not occur; and

(b)  all provisions of this Agreement relating to the sale of the
PSS Shares will cease and be of no further effect (insofar as
they relate to the sale of the PSS Shares).

17.   NON-COMPETITION

17.1For the sole purpose of protecting the Purchasers in respect
of the Goodwill of the Business, the Fortronic Business and the
PSS Business, the Vendor hereby undertakes to the Purchasers that
neither it nor any of its Related Bodies Corporate will for a
period of:

(a)  [CT REQUESTED];

(b)  [CT REQUESTED];

(c)  [CT REQUESTED];

(d)  [CT REQUESTED];

(e)  [CT REQUESTED];

and within:

(i)  [CT REQUESTED];

(ii)  [CT REQUESTED];

(iii)  the State of [CT REQUESTED];

(iv)  the State of [CT REQUESTED];

(v)  the State of [CT REQUESTED];

(vi)  the State of [CT REQUESTED];

(vii)  the [CT REQUESTED];

(viii)  the [CT REQUESTED];

(ix)  anywhere in the [CT REQUESTED];

(x)  anywhere in [CT REQUESTED];

(xi)  anywhere in [CT REQUESTED];

(xii)  anywhere in [CT REQUESTED];

(xiii)  anywhere in [CT REQUESTED];

(xiv)  anywhere in [CT REQUESTED];

(xv)  anywhere in [CT REQUESTED];

(xvi)  anywhere in [CT REQUESTED];

(xvii)  anywhere in the [CT REQUESTED];

(xvii)  anywhere in [CT REQUESTED];

(xix)    anywhere in [CT REQUESTED];

(xx)  anywhere in [**];

(xxi)  anywhere in [CT REQUESTED];

(xxii)  anywhere in [CT REQUESTED];

(xxiii)  anywhere in [CT REQUESTED];

(xxiv)  anywhere in [CT REQUESTED];

(xxv)  anywhere in [CT REQUESTED]; or

(xxvi)  anywhere in [CT REQUESTED] (xi)  -(xxv)   (inclusive);

do any one or more of the following:

(a)  be directly or indirectly engaged, concerned or interested
whether on its own account or as a member, shareholder,
consultant, agent, beneficiary, trustee or otherwise in any
enterprise, corporation, firm, trust, joint venture or syndicate
which is engaged, concerned or interested in or carrying on any
business [CT REQUESTED];

(b)  on its own account or for any person, enterprise, firm,
trust, joint venture or syndicate [CT REQUESTED] or [CT
REQUESTED] unrelated to the Business, the Fortronic Business or
the PSS Business;

(C)on its own account or for any person, enterprise, firm, trust,
joint venture or syndicate [CT REQUESTED];

(D)on its own account or for any person, enterprise, firm, trust,
joint venture or syndicate [CT REQUESTED] any [CT REQUESTED]
Business or the Companies;

(E)personally or by its employees or agents or by circulars,
letters or advertisements whether on its own account or for any
other person, enterprise, firm, trust, joint venture or syndicate
[CT REQUESTED] or any of their respective dealings, transactions
or affairs;

(F)[CT REQUESTED]:

(i)  where that trade mark is registered for goods, in respect of
the same goods or goods of the same description as or services
which are closely related to the goods for which the Trade Mark
is registered or applied for (as the case may be); or

(ii)  where that trade mark is registered for services, in
respect of services the same as or of the same description as or
goods closely related to the services for which the Trade Mark is
registered or applied for (as the case may be);  or

(G)[CT REQUESTED] identical or deceptively similar to a Business
Name,

except that the foregoing will not restrict the Vendor nor any of
its Related Bodies Corporate from either directly or indirectly:

(aa)[CT REQUESTED] ordinary shares in the capital of any body
corporate listed on any stock exchange in any of the countries
referred to in Clause 17.1;

(bb)[CT REQUESTED] that conducts a business referred to in
paragraph (a)   above:

(i)  [CT REQUESTED] such corporation or entity from time to time;

or

(ii)  [CT REQUESTED] such corporation or entity if that business
is disposed of to a party other than the Vendor or any Related
Body Corporate of the Vendor within 18 months after reaching that
percentage; or

(cc)holding or acquiring shares or securities in any Purchaser or
any Related Body Corporate of any Purchaser.

17.2The Vendor acknowledges that each of the prohibitions and
restrictions

contained in the provisions of Clause 17.1:

(a)  will be read and construed and will have effect as a
separate severable and independent prohibition or restriction and
will be enforceable accordingly;

(b)  is reasonable as to period, territorial limitation and
subject matter;  and

(c)  confers a benefit on the Purchasers which is no more than
that which is reasonably and necessarily required by the
Purchasers for the maintenance and protection of the Goodwill
sold to the Purchasers under this Agreement and the goodwill of
the Fortronic Business and the PSS Business.

It is the intention of the parties that all combinations of the
prohibitions and restrictions will apply and be enforceable and
that only those which a court, in exercising its discretion, may
hold to be an unreasonable restraint of trade will be severed.

17.3This Clause does not apply in respect of the PSS Business
unless and until PSS Completion occurs.

18.   OBLIGATIONS OF THE VENDOR IN RELATION TO THE BUSINESS AND
THE COMPANIES PRIOR TO THE FIRST COMPLETION DATE AND THE PSS
COMPLETION DATE

Prior to the First Completion Date (in the case of the Business,
the Fortronic Business and Fortronic) and prior to the PSS
Completion Date (in the case of the PSS Business and PSS), except
as expressly disclosed in this Agreement or consented to by the
Purchasers (such consent not to be unreasonably withheld), the
Vendor:

(a)  shall procure that save for any pre-Completion restructuring
which may include a dividend the Business, the Fortronic Business
and the PSS Business are conducted only in the ordinary course,
which includes the maintenance of all existing insurance
policies;

(b)  shall use all reasonable endeavours to preserve the
Goodwill;

(c)  shall procure that neither Fortronic nor PSS will merge or
consolidate with any other corporation or acquire all or
substantially all of the shares or the business or assets of any
other person, firm, association, corporation or business
organisation, or agree to do any of the foregoing;

(d)  shall procure that no change will be made to the Memorandum
or Articles of Association of the Companies;

(e)  shall procure that neither Fortronic nor PSS will allot or
issue any shares or any securities or loan capital convertible
into shares, or purchase, redeem, retire or acquire any such
shares or securities, or agree to do so, or sell or give any
option, right to purchase, mortgage, charge, pledge, lien or
other form of security or encumbrance over any such shares or
securities;

(f)  shall not (insofar as the Business is concerned), and shall
procure that neither Fortronic nor PSS will, enter into a capital
commitment involving an amount in excess of $ [CT REQUESTED] or
declare itself trustee of or encumber any assets or dispose of or
deal with any assets other than in the ordinary course of
business and for full market value or make any unusual or
extraordinary expenditures;

(g)  shall not (insofar as the Business is concerned), and shall
procure that neither Fortronic nor PSS will, enter into or
terminate any contract or commitment or engage in any activity or
transaction not in the ordinary course of business; and

(h)  shall procure that the Business, the Fortronic Business and
the PSS Business are conducted so as to comply in all material
respects with all applicable laws and regulations.

 19.   AGENCIES

19.1The sale and purchase includes all agencies to which the
Vendor is entitled at the date of this Agreement, the business
relating to which is carried on wholly or partly from the Sites.

19.2For the purpose of this Clause, "agencies" means the agencies
specified in Schedule 8 and all other rights and licences which
the Vendor has to distribute (whether as principal or agent, and
whether by wholesale or retail) products manufactured by third
parties.

19.3If the consent of any third party is required to the
assignment to the

Business Purchaser of any contract relating to any agency each
party shall use its best endeavours to obtain the consent of that
third party to the assignment.

19.4This Agreement does not constitute an agreement to assign any
right, title or interest in any agency if the attempted
assignment without the consent of a third party would constitute
a breach of that agency or in any way adversely affects the
rights of the Business Purchaser as assignee. Pending receipt of
that consent, the Business Purchaser shall use its best
endeavours to perform the obligations of the Vendor under any
such agency in accordance with its terms.  If the consent of that
third party to the assignment to the Business Purchaser is not
obtained, the Vendor shall co-operate in an effort to effect any
reasonable arrangements nominated by the Business Purchaser (at
no cost to the Vendor) designed to provide the Business Purchaser
with the benefits under that assignment, and, in any event, will
account to the Business Purchaser, without deduction, for the
full economic benefits of all such agencies and, pending such
accounting, will hold all such benefits on trust for the Business
Purchaser.

20.   SUBSISTING ORDERS AND CONTRACTUAL OBLIGATIONS

20.1The Vendor must use its best endeavours to enable the
Business Purchaser to obtain the full benefit of the Business
Contracts from the close of business on the First Completion
Date.  The Vendor must also use its best endeavours to obtain an
assignment or novation of each Business Contract to the Business
Purchaser on or before the First Completion Date or as soon as
practicable after the First Completion Date on terms reasonably
acceptable to the Business Purchaser.

20.2If the Vendor cannot obtain a necessary consent to enable an
assignment or novation of a Business Contract to the Business
Purchaser by [CT REQUESTED] or such later date as the parties may
agree, the Vendor and the Business Purchaser shall meet together
and negotiate in good faith alternative arrangements for
conferring the benefit of such Business Contract upon the
Business Purchaser.

20.3The Vendor shall indemnify the Business Purchaser against all
Liabilities which may be incurred by the Business Purchaser in
relation to any breach of or failure to fulfil any of the
Business Contracts occurring either prior to First Completion or
after First Completion as a result of an act or omission of the
Vendor, CPEA or CPED (as the case may be) prior to First
Completion.

20.4As from First Completion, the Business Purchaser is entitled
to the benefit of:

(a)  all contracts (other than contracts of the type specifically
dealt with elsewhere in this Agreement and any contracts for the
provision of financial accommodation to the Vendor) entered into
in the ordinary course of business by the Vendor, CPEA or CPED
(as the case may be) in connection with the Business and
subsisting at that time;

(b)  all orders received by the Vendor in the ordinary course of
business for the supply of goods or services by the Business and
remaining unsatisfied at that time;  and

(c)  all orders placed by the Vendor in the ordinary course of
business for the supply of goods or services to the Business and
remaining unsatisfied at that time.

20.5As from First Completion, the Business Purchaser shall assume
responsibility for performance of the contracts and orders
referred to in Clause 20.4 and the Business Contracts and shall
indemnify the Vendor, CPEA or CPED (as the case may be) against
all Liabilities which may be incurred by the Vendor, CPEA or CPED
(as the case may be)  in relation to any breach of or failure to
fulfil any such contract or order occurring after First
Completion.

20.6The parties acknowledge and agree that the Vendor holds the
benefit of

the indemnity contained in Clause 20.5 for itself, CPEA and CPED.

21.   LIABILITIES OF THE VENDOR

21.1Subject to Clause 21.2, from First Completion the Business
Purchaser assumes responsibility for the Business Liabilities up
to the maximum amount for the Business Liabilities shown in the
Final Completion Balance Sheet.  The Business Purchaser
indemnifies the Vendor and agrees to hold harmless the Vendor
from and against all liability or loss arising directly or
indirectly from, and any costs, charges and expenses incurred by
them in connection with, such Business Liabilities.

21.2Other than the liabilities that the Business Purchaser
assumes pursuant to Clause 21.1, all Liabilities of the Vendor in
connection with the Business remain the responsibility of the
Vendor and subject to the provisions of the Master Agreement, the
Vendor indemnifies the Business Purchaser against all such
Liabilities.

21.3The indemnities given in this Clause:

(a)  do not apply in respect of any breach by the Vendor of any
Warranty or any Liability incurred by any person as a result of a
breach of a Warranty; and

(b)  are not affected by any Vendor Disclosed Material.

22.   WARRANTIES

22.1The Vendor represents and warrants to the Purchasers (who as
a result have been induced to enter into this Agreement) that
except as expressly disclosed in this Agreement or consented to
by the Purchasers each of the statements made in Part 1 of
Schedule 5 is correct in all material respects.

22.2All warranties and conditions which would otherwise be
implied in this

Agreement [CT REQUESTED]:

(a)  neither the Vendor nor any person acting on its behalf has
made any representation or given any warranty in relation to the
Assets, Business, Shares or the Companies other than the
representations and warranties expressly contained in this
Agreement; and

(b)  it has made, and relies upon, its own searches,
investigations and enquiries in respect of the Assets, Business,
Shares and the Companies.

22.3To the maximum extent permitted by law, the Purchasers
irrevocably waive any right the Purchasers may have to bring an
action under the Corporations Law, the Trade Practices Act 1974,
the Fair Trading Act (of any State or Territory) or at common law
in respect of any representation or statement made by the Vendor
or any of its directors, employees, agents or advisers.

22.4The Vendor shall indemnify the Purchasers against all
Liabilities which may be incurred by the Purchasers as a result
of a breach of this Clause.

22.5Each of the Warranties given by the Vendor in respect of the
Assets, the Business, the Fortronic Business, Fortronic or the
Fortronic Shares and each of the warranties given by the
Purchasers and the Purchasers' Guarantor:

(a)  will, subject to Clause 22.7, remain in full force and
effect after the First Completion Date despite First Completion; 
and

(b)  is given as at the date of this Agreement and as at the time
immediately before First Completion.

22.6Each of the Warranties given in respect of the PSS Business,
PSS or the PSS Shares:

(a)  will, subject to Clause 22.7, remain in full force and
effect after the PSS Completion Date despite PSS Completion; and

(b)  is given as at the date of this Agreement and as at the time
immediately before PSS Completion.

22.7Despite any other provision of this Agreement:

(a)  subject to paragraphs (b)  , (c)   and (d)  , the Vendor is
not liable to make any payment (whether by way of damages or
otherwise) for any breach of any representation or warranty
unless a claim is made in writing by a Purchaser (setting forth
in reasonable detail the nature of the claim and the damages
sought to the extent the amount can reasonably be determined) on
or before the date 18 months after the:

(i)  First Completion Date in the case of the Business Purchaser
or the Fortronic Shares Purchaser; and

(ii)  PSS Completion Date in the case of the PSS Shares
Purchaser;

(b)  the Vendor is not liable to make any payment (whether by way
of damages or otherwise) for any breach of any Warranty in
Schedule 5 under the heading "Taxation" unless a claim is made by
a Purchaser (setting forth in reasonable detail the nature of the
claim and the damages sought to the extent the amount can
reasonably be determined) on or before the date four years after
the:

(i)  First Completion Date in the case of the Business Purchaser
or the Fortronic Shares Purchaser; and

(ii)  PSS Completion Date in the case of the PSS Shares
Purchaser;

(c)  the Vendor is not liable to make any payment (whether by way
of damages or otherwise) for any breach of Warranty 72 under the
heading "Taxation" unless a claim is made by the Fortronic Shares
Purchaser (setting forth in reasonable detail the nature of the
claim and the damages sought to the extent the amount can
reasonably be determined) on or before the date four years after
the relevant Amended Assessment was lodged with the Commissioner
of Taxation.

(d)  the Vendor is not liable to make any payment (whether by way
of damages or otherwise) for any breach of any Warranty in
Schedule 5 under the heading "Environment" unless a claim is made
by a Purchaser (setting forth in reasonable detail the nature of
the claim and the damages sought to the extent the amount can
reasonably be determined) on or before the date three years after
the:

(i)  First Completion Date in the case of the Business Purchaser
or the Fortronic Shares Purchaser; and

(ii)  PSS Completion Date in the case of the PSS Shares
Purchaser;

(e)  the Vendor is not liable to make any payment (whether by way
of damages or otherwise) for any breach of Warranty 50 under the
heading "Environment" unless the Purchaser is required to take
action as a result of the service of a notice by the Environment
Protection Authority or an equivalent authority administering the
Environmental Law in the relevant jurisdiction or it is necessary
for the Purchaser to take action in order for the Purchaser to
continue to conduct the Business, the Fortronic Business or the
PSS Business (as the case may be) as it is currently conducted;

(f)  the Purchasers shall take all reasonable steps to mitigate
any loss which may give rise to a claim against the Vendor for
breach of or non-compliance with any of the provisions of this
Agreement, including breach of any of the Warranties;  and

(g)  if the Vendor has made a payment to a Purchaser in
connection with breach of any representation, warranty or
obligation and the Purchaser receives a payment from a third
party in connection therewith, the Purchaser shall promptly pay
to the Vendor an amount equal to the lesser of the payment from
the Vendor and the payment from the third party.

22.8Where a Purchaser is entitled under this Agreement to recover
from the

Vendor an amount in respect of any loss or damage suffered by it
as a result of any breach of any representation, warranty or
obligation by the Vendor and that loss or damage is covered by an
insurance policy held by the Purchaser, the Purchaser shall make
a claim under the relevant policy, will assign the benefit of the
policy to the Vendor and shall co-operate with the Vendor in this
regard and the Vendor will comply with its obligations under this
Clause.  Nothing in this Clause requires the Purchaser to
maintain any insurance policy. 

22.9If a claim is made by any person against a Purchaser which if
satisfied or paid by the Purchaser would permit the Purchaser to
make a claim against the Vendor in accordance with this
Agreement:

(a)  the Purchaser shall immediately give notice of the claim to
the Vendor;  and

(b)  the Vendor shall within 21 days after receipt of that notice
either:

(i)  cause the Purchaser to be put in sufficient funds to satisfy
or pay the claim;  or

(ii)  by notice to the Purchaser request the Purchaser not to
satisfy or pay the claim in whole or in part but at the expense
and direction of the Vendor to take such action (including legal
proceedings) as the Vendor may direct to avoid, dispute, defend,
appeal or compromise the claim and any adjudication of it and the
Vendor shall also cause the Purchaser to be immediately put (and
afterwards maintained) in sufficient funds in sufficient time to
pay all reasonable costs and expenses of the action directed by
the Vendor (excluding internally-generated costs and expenses of
the Purchaser) and (subject to this) the Purchaser shall comply
with the reasonable directions of the Vendor.

22.10Each of the Warranties is subject to any Vendor Disclosed
Matters and

a Purchaser shall not have any claim for breach of any Warranty
in connection with a Vendor Disclosed Matter.

22.11Each of the Purchasers represents and warrants to the Vendor
(who as a

result has been induced to enter into this Agreement) that except
as expressly disclosed in this Agreement or consented to by the
Vendor each of the statements made in Part 2 of Schedule 5 is
correct in all respects.

22.12The Purchasers' Guarantor represents and warrants to the
Vendor (who as a result has been induced to enter into this
Agreement) that except as expressly disclosed in this Agreement
or consented to by the Vendor each of the statements made in Part
3 of Schedule 5 is correct in all respects.

22.13If the Commissioner of Taxation or any other authority or
instrumentality or officer concerned with the liability of
Fortronic or PSS to any tax, levy, fee, assessment, duty, rate or
impost commences an audit of Fortronic or PSS in respect of the
financial year ending [CT REQUESTED], the Purchasers agree that:

(a)  the Vendor shall have the conduct of the negotiations with
respect to the audit but will consult the Business Purchaser in
relation to the negotiations;

(b)  without limiting Clause 27, the Purchasers will allow the
Vendor and its representatives reasonable access to the
accounting records of the Company concerned for the period up to
and including 30 June 1996 in order to locate documentation which
would be relevant to the issues; and

(c)  the Purchasers will allow the Vendor and its representatives
reasonable access to employees of the Company and will co-
operate with the Vendor in order for the Vendor to prepare a
response to any audit claim.

Any access to employees of the Business provided pursuant to
paragraph (c)   will initially be limited to directors of the
Business Purchaser and those directors (acting reasonably) will
determine which other employees (if any) the Vendor should be
given access to.

23.   METHOD OF PAYMENT

All payments required to be made under this Agreement must be
tendered either in cash or by a draft or cheque drawn by a bank.

24.   KNOW HOW

24.1For the sole purpose of protecting the Business Purchaser in
respect of the acquisition evidenced by this Agreement the Vendor
covenants with the Business Purchaser that, subject to Clause
24.2, they will not, after the date of this Agreement, without
the prior written consent of the Business Purchaser, disclose any
of the Know How to any person other than the Business Purchaser
or use any of the Know How.

24.2Clause 24.1 does not apply to and the Vendor is not in
default under it by reason of making the following disclosures of
the Know How:

(a)  so much as is now or may afterwards become in the public
domain without default by the Vendor;

(b)  so much as is reasonably disclosed by the Vendor in order to
comply with its obligations under Clause 18; and

(c)  so much as is reasonably disclosed by the Vendor under any
Court order or legislation (including any legally binding order
of any governmental or semi-governmental agency or authority).

24.3Prior to any disclosure in reliance on Clause 24.2(c)  , the
Vendor shall give notice to the Purchasers with details of the
circumstances of the proposed disclosure and of the relevant
information to be disclosed.  The Vendor shall (where entitled to
do so) request that the information only be disclosed on
confidential terms, and shall take reasonable steps to minimise
the amount of information which is disclosed.

25.   TIME

25.1Time is of the essence of this Agreement.  However neither
the Vendor nor the Purchasers are at liberty to exercise any
right or remedy (other than those set out in Clause 26) arising
out of the default of any of the others in performing or
observing any of the terms of this Agreement unless:

(a)  notice is given to the relevant party specifying the default
and stating the intention of the party giving the notice to
enforce its rights and remedies if the default is not made good
and the proper legal costs incurred by it as a result of the
default are not paid within the period specified in the notice
(being not less than 14 days from the giving of the notice except
in the case of a breach of Clause 8.2(c)  (iv)  );  and

(b)  the relevant party fails within that period to remedy the
default and pay those costs.

25.2If, in respect of the sale of the Assets or the Fortronic
Shares or the assumption of the Business Liabilities, a notice is
given under Clause 25.1 prior to First Completion which states
that unless the default is remedied and the costs paid the
Agreement will be treated as having been repudiated by the party
in default, and the default is not remedied and the costs are not
paid within the period specified in the notice, then the
Agreement will be deemed to have been repudiated on the
expiration of that period.

25.3If, in respect of the sale of the PSS Shares, a notice is
given under Clause 25.1 after First Completion and prior to PSS
Completion which states that unless the default is remedied and
the costs paid the PSS Completion will not occur, and the default
is not remedied and the costs are not paid within the period
specified in the notice, then PSS Completion will not occur.  The
rights exercised under this Clause by a party not in default will
be without prejudice to any other rights and remedies of that
party in respect of the default.

26.INTEREST ON DEFAULT

26.1If any party defaults for more than seven days in payment of
any money

payable under this Agreement that party shall, if demand is made,
pay interest at the Penalty Interest Rate on the amount in
default from the time it fell due until that amount has been paid
in full.

26.2The right to require payment of interest under this Clause
will be without prejudice to any other rights and remedies of the
party requiring that payment in respect of the default.

27.      BOOKS AND RECORDS

All Business Records will become the property of the Business
Purchaser except where they are required by law to be kept by the
Vendor.  As from First Completion, each party shall allow the
other parties, their advisers and representatives to have access
at all reasonable times to the Business Records and to take
extracts from or copies of them.

28.   ACCESS TO [CT REQUESTED]

28.   1For a period of [CT REQUESTED], the Vendor

shall use its best endeavours to procure that on-line access to
the CPN is granted to the Purchasers in the same manner and on
the same terms (including costs) as such access was provided to
the Vendor by CP as at 31 December 1995.

28.2The Purchasers shall use their best endeavours during the
period referred to in Clause 28.1 to make alternative
arrangements for its computer system requirements.  If, after
using its best endeavours to do so, the Purchasers are unable to
make such alternative arrangements within the period referred to
in Clause 28.1, the Vendor will consider in good faith a request
by the Purchasers to extend the period during which access to the
CPN is provided.

28.3If the period of access to the CPN is extended as a result of
a request made by the Purchasers pursuant to Clause 28.2, the
Vendor will be entitled to charge the Purchasers an additional
fee for providing access to the CPN.  Any such fee will be
negotiated in good faith by the parties.

28.4The Purchasers shall use the CPN solely for the purposes of
[CT REQUESTED].  Without limitation, the Purchasers are only
permitted to have access to [CT REQUESTED]. 

28.5The Purchasers shall ensure that their use of the CPN [CT
REQUESTED]

or [CT REQUESTED].  Without limitation, the Purchasers shall
ensure that their use of the CPN does [CT REQUESTED]. 

28.6The Purchasers shall implement appropriate procedures within
their operations to ensure that all their users of the CPN comply
with the Purchasers' obligations under Clauses 28.4 and 28.5. 
The Purchasers are liable to the Vendor for any conduct which is
contrary to those Clauses and which occurs through use of the
facilities by which the Purchasers do or can access the CPN. 

28.7The Purchasers shall at all times indemnify and hold harmless
the Vendor from and against all liability, actions, claims,
costs, expenses, losses and damages arising out of or otherwise
in connection with any use of the CPN by the Purchasers, their
employees or any other person who obtains access to the CPN
through use of the facilities by which the Purchasers do or can
access the CPN. 

29.   NAME OF [CT REQUESTED]

29.1[CT REQUESTED] prior to First Completion, each of the
Purchasers undertakes to the Vendor that at no time (whether
before, at or at any time after First Completion) will the
Purchasers or any Related Body Corporate of any of them:

(a)  [CT REQUESTED]; or

(b)  [CT REQUESTED]; or

(c)  [CT REQUESTED].

29.2Prior to First Completion, the Vendor shall, if requested to
do so by the Fortronic Shares Purchaser, [CT REQUESTED] under
Clause 3.5 of the [CT REQUESTED] upon the sale of the [CT
REQUESTED] and in this respect, the [CT REQUESTED] by the [CT
REQUESTED] (excluding the payment of money to [CT REQUESTED] or
any Related Body Corporate of [CT REQUESTED] or taking legal
proceedings).

30.   CONFIDENTIALITY

30.1The Purchasers undertake to the Vendor that prior to the
First Completion Date they and their employees and agents will
keep entirely secret and confidential all information concerning
the Business, Assets, Fortronic Shares and Fortronic and will not
disclose the information to any person other than the Vendor and
will not make any use of, or enable any other person to make use
of, that information without the prior written consent of the
Vendor.

30.2The Purchasers undertake to the Vendor that prior to the PSS
Completion Date they and their employees and agents will keep
entirely secret and confidential all information concerning the
PSS Shares and PSS and will not disclose the information to any
person other than the Vendor and will not make any use of, or
enable any other person to make use of, that information without
the prior written consent of the Vendor.

30.3Subject to Clause 30.4 no party may make any disclosure in
relation to

the purchase price payable or any other terms of this Agreement.

30.4Clause 30.3 does not apply to any disclosure which is
required by law or by the rules of any stock exchange.

31.   AMCOR CLASS ORDER CROSS GUARANTEE

Within 3 Business Days of receipt from Amcor of a certificate
signed by all of the directors of Amcor (or such lesser number as
is acceptable to the Australian Securities Commission) certifying
that the disposal of the Fortronic Shares is a bona fide sale and
that the consideration for the sale is fair and reasonable, the
Fortronic Shares Purchaser will procure that the Notice of
Disposal is signed by a director or secretary of Fortronic and
sent to Arthur Robinson & Hedderwicks for lodgement with the
Australian Securities Commission.

32.[CT REQUESTED] ARRANGEMENTS

32.1   [CT REQUESTED] shall use its best endeavours to procure
that [CT REQUESTED] and its

Related Bodies Corporate continue to supply the goods and
services described in Schedule 30 (the Supply Arrangements) to
the Business Purchaser, Fortronic or PSS (as the case may be) for
a period of  [CT REQUESTED] from the date of this Agreement (the
Relevant Period) on the same terms and conditions (including
those relating to prices and quantities) as those Supply
Arrangements are being provided to [CT REQUESTED] (as the case
may be) as at the date of this Agreement (the Existing Terms and
Conditions).  The Business Purchaser agrees to accept, and shall
procure that Fortronic and PSS accept, the supply of such goods
and services for the duration of the Relevant Period and the
Business Purchaser undertakes to observe, and shall procure that
Fortronic and PSS observe, in all respects the Existing Terms and
Conditions for the duration of the Relevant Period.

32.2Clause 32.1 does not apply to the [CT REQUESTED] and any
services supplied pursuant to any Business Contract that is
assigned or novated to the Business Purchaser pursuant to Clause
20.

32.3The Business Purchaser agrees to enter into, and the Vendor
agrees to use its best endeavours to procure that [CT REQUESTED]
enters into, an agreement between the Business Purchaser and [CT
REQUESTED] in relation to the provision of certain services ([CT
REQUESTED]) to the Business, the terms of which shall include
provisions to give effect to the matters (including, without
limitation, prices and quantities) set out in Schedule 31.    
Until such time as the Business Purchaser and [CT REQUESTED]
enter into such an agreement, the Business Purchaser undertakes
to the Vendor that it will accept the supply of the [CT
REQUESTED] in accordance with the indicative terms (including,
without limitation, prices and quantities) set out in Schedule
31.     The parties acknowledge and agree that the Vendor holds
the benefit of the undertaking contained in this Clause 32 for
themselves and [CT REQUESTED].

32.4Clause 32.3 will not apply if an agreement substantially in
the form of the agreement set out in Schedule 31 is entered into
by the Vendor and [CT REQUESTED] prior to the First Completion
Date.  The parties agree that if the Vendor and [CT REQUESTED]
enter into such an agreement prior to the First Completion Date,
that agreement will be assigned or novated to the Business
Purchaser pursuant to Clause 20.

33.   EXCLUDED BUSINESS NAME

33.1The Vendor undertakes to the Purchasers that at no time after
the First Completion Date will the Vendor or any Related Body
Corporate of the Vendor use the Excluded Business Name.

33.2The Vendor acknowledges that [CT REQUESTED] has agreed to
transfer

the Excluded Business Name to [CT REQUESTED] Ltd pursuant to the
[CT REQUESTED] and that [CT REQUESTED] Ltd has agreed pursuant to
the [CT REQUESTED] not to use the Excluded Business Name once
that business name has been transferred to it.  The Vendor will
use its reasonable endeavours to procure [CT REQUESTED] to
enforce this provision of the John Sands Agreement.

34.   USE OF "LEIGH-MARDON" TRADE MARKS

34.1Each of the Purchasers and the Purchasers' Guarantor
undertakes to the

Vendor that (subject to any licence granted under Clause 34.3) at
no time (whether before, at or at any time after First
Completion) will the Purchasers, the Purchasers' Guarantor or any
Related Body Corporate of any of them:

(a)  use or apply to register, or allow anyone to use or to apply
to register, in Asia:

(i)  any trade mark the subject of any of the Excluded Trade
Marks; or

(ii)  any trade mark which is confusingly similar to any trade
mark the subject of any of the Excluded Trade Marks; or

(iii)  any trade mark which contains the words LEIGH-MARDON, or
the initials LM, or any words or initials which are confusingly
similar either to those words or those initials; or

(iv)  any trade mark which is or contains words that are a
translation or transliteration of the words LEIGH- MARDON or the
initials LM; or

(b)  without limiting paragraph (a)  , export to Asia any goods
bearing any of the trade marks listed in Clause 34(a)  (i)  -(iv)

 or sell any goods bearing any of the trade marks listed in
Clause 34(a)  (i)  -(iv)   to persons who they know or ought
reasonably to know will export those goods to Asia.

34.2Nothing in this Agreement is to be construed as an assignment
or licence of the Vendor's copyright in Asia in the LM Logo.

34.3At the request of the Business Purchaser, the Vendor will
license to the Business Purchaser a right to use in Asia the
trade marks the subject of the Excluded Trade Marks in relation
to the types of operations and activities referred to in
paragraphs (a)  -(f)   of the definition of "Business" (to the
extent that the Vendor has the right to grant such licence). 
Such licence will be for a nominal fee but otherwise on normal
commercial terms including quality control provisions as
appropriate to preserve the value of and the validity of the
Vendor's ownership of the Excluded Trade Marks.  Nothing in this
Clause 34 amounts to a warranty that the Vendor will maintain the
Excluded Trade Marks.

34.4Each of the Purchasers and the Purchasers' Guarantor
undertakes to the

Vendor that at no time (whether before, at or at any time after
First Completion) will the Purchasers, the Purchasers' Guarantor
or any Related Body Corporate of any of them use anywhere in the
world the following marks:

(a)  LEIGH-MARDON or LM or any mark which is confusingly similar
to either of them;

(b)  the LM Logo or any mark which is confusingly similar to it;

(c)  any mark which contains the words LEIGH-MARDON or the
initials LM or any words or initials which are confusingly
similar either to those words or those initials; or

(d)  any mark which is or contains a translation or
transliteration of the words LEIGH-MARDON or the initials LM,

in relation to packaging, the manufacture of packaging goods or
the provision of packaging services.  Nothing in this Clause
prohibits the Business Purchaser from using the words
LEIGH-MARDON or the initials LM or the LM Logo on or in relation
to the goods or services from time to time provided by the
Business.

35.   RESEARCH AND DEVELOPMENT EXPENSES

35.1The Fortronic Shares Purchaser acknowledges that the Vendor
and Fortronic are currently reviewing the research and
development expenses of Fortronic in respect of previous years of
income and that as a result of this review, the Vendor may wish
to prepare and lodge requests for amendments to income tax
returns for previous years of income with the Commissioner of
Taxation in relation to the amount of the expenses claimed by
Fortronic for research and development in respect of certain
years of income (the Amended Assessments). 

35.2The Fortronic Shares Purchaser agrees that:

(a)  if the review referred to in Clause 35.1 is not completed
prior to the First Completion Date it will, if requested to do so
by the Vendor, lodge the Amended Assessments with the
Commissioner of Taxation and will do all things reasonably
necessary to enable the revised claims to be made;

(b)  it will provide the Vendor with a copy of any correspondence
received by it or Fortronic in relation to the Amended
Assessments promptly after receipt of any such correspondence;

(c)  the Vendor shall have the conduct of any negotiations with
the Commissioner of Taxation and the Industry Research and
Development Board in relation to the Amended Assessments but will
consult the Fortronic Shares Purchaser in relation to any such
negotiations;

(d)  without limiting Clause 27, the Purchasers will allow the
Vendor and its representatives reasonable access to the
accounting records of Fortronic for the period up to and
including 30 June 1996 in order to locate documentation which may
be relevant to the Amended Assessments;

(e)  the Purchasers will allow the Vendor and its representatives
reasonable access to employees of the Company and will co-
operate with the Vendor in order for the Vendor to correspond
with the Commissioner of Taxation and the Industry Research and
Development Board in relation to the Amended Assessments,

(f)  if a refund is paid to Fortronic as a result of the Amended
Assessments, the Fortronic Shares Purchaser will pay the Vendor
within 7 Business Days of receipt of the refund, an amount equal
to the refund received by Fortronic;

(g)  if the tax losses of Fortronic are increased as a result of
the Amended Assessments and those tax losses are used in
subsequent years of income to procure a refund for Fortronic or
to reduce the amount of tax payable by Fortronic, the Fortronic
Shares Purchaser will pay the Vendor within 7 Business Days of
receipt of the refund or the relevant assessment, an amount equal
to the refund received by Fortronic or the reduction in the
amount of tax payable by Fortronic (as the case may be); and

(h)  if the Commissioner of Taxation issues an assessment to
Fortronic for additional tax as a result of the Amended
Assessments, the Vendor shall indemnify the Fortronic Shares
Purchaser in respect of this additional tax.

35.3Any access to employees of the Business provided pursuant to
Clause 35.2(e)   will initially be limited to directors of the
Business Purchaser and those directors (acting reasonably) will
determine which other employees (if any) the Vendor should be
given access to.

[CT REQUESTED]

36.6Any amounts to be paid by the Vendor to the Business
Purchaser pursuant to the [CT REQUESTED] be paid by the
Purchasers' Guarantor to the Vendor before the Relevant Date (as
defined in the Subordinated Debt Terms Sheet) out of available
surplus cashflow pursuant to the documentation referred to in
Clause 15.1(g)  .  For the avoidance of doubt, [CT REQUESTED]. MC

PI  PG  PJR 36.7(a)  The Vendor shall use its best endeavours to
obtain [CT REQUESTED].

(b)  Before the application for the [CT REQUESTED], the Vendor
shall consult with the Business Purchaser in relation to the
preparation of the application for the [CT REQUESTED] and shall
provide the Business Purchaser with a copy of the application for
the [CT REQUESTED] that is to be lodged with the [CT REQUESTED]
and any correspondence received from the [CT REQUESTED] in
relation to the application for the [CT REQUESTED].

(c)  Any reasonable costs incurred by the Vendor ([CT REQUESTED])
in obtaining or attempting to obtain the [CT REQUESTED] Ruling
will be borne by the [CT REQUESTED].

(d)  The Business Purchaser agrees that the Vendor shall have the
conduct of any negotiations with the [CT REQUESTED] in relation
to the [CT REQUESTED] provided that if any dispute arises between
the [CT REQUESTED] and the [CT REQUESTED] in relation to the [CT
REQUESTED], the Vendor shall consult the Business Purchaser in
relation to that dispute.

(e)  The Business Purchaser shall co-operate with the Vendor and
shall assist it to obtain the [CT REQUESTED] Ruling.

(f)  Without limiting Clause 36.7(e)   or Clause 27, the Business
Purchaser will allow the Vendor and its representatives
reasonable access to:

(i)  Business Records which may be relevant to the [CT
REQUESTED]; and

(ii)  employees of the Business.

Any access to employees of the Business provided pursuant to this
paragraph will initially be limited to directors of the Business
Purchaser and those directors (acting reasonably) will determine
which other employees (if any) the Vendor should be given access
to.

(g)  The Vendor shall promptly provide the Business Purchaser
with a copy of the [CT REQUESTED] and with notice of any audit or
amended assessment of the kind referred to in the definition of
"C" in Clause 36.8.

(h)  For the purpose of removing doubt, nothing in this Clause 36
prevents the Business Purchaser from making an application to the
[CT REQUESTED] at any time for a [CT REQUESTED].  If the Business
Purchaser does make such an application to the [CT REQUESTED],
then the Business Purchaser shall consult with the Vendor in
relation to the preparation of the application for the [CT
REQUESTED] and shall provide the Vendor with a copy of the
application for the [CT REQUESTED] that is to be lodged with the
[CT REQUESTED] and any correspondence received from the [CT
REQUESTED] in relation to the application for the [CT REQUESTED].

The Business Purchaser shall also promptly provide the Vendor
with a copy of any [CT REQUESTED].

36.8For the purposes of this Clause:

[CT REQUESTED]

37.      PSS INTEREST

Within 7 Business Days of PSS Completion, the PSS Shares
Purchaser shall pay the Vendor interest at the rate of [CT
REQUESTED] per annum on the purchase price referred to in Clause
3.6 in respect of the period  from the First Completion Date to
the PSS Completion Date.

38.   COSTS AND STAMP DUTY

Each party shall bear its own costs arising out of the
negotiation, preparation and execution of this Agreement.  All
stamp duty (including fines, penalties and interest) which may be
payable on or in connection with this Agreement and any
instrument executed under this Agreement shall be borne by the
Purchasers.

39.   NO MERGER

The rights and obligations of the parties will not merge on the
completion of any transaction contemplated by this Agreement. 
They will survive the execution and delivery of any assignment or
other document entered into for the purpose of implementing any
such transaction.

40.   ASSIGNMENT

The rights and obligations of each party under this Agreement are
personal.  They cannot be assigned, encumbered or otherwise dealt
with and no party shall attempt, or purport, to do so without the
prior written consent of all parties.  For the avoidance of
doubt, this Clause does not operate to prevent the Purchasers
from assigning, encumbering or otherwise dealing with any of the
Assets after First Completion, except to the extent that such a
transfer, encumbrance or dealing is specifically prohibited or
restricted by other Clauses of this Agreement.

41.   FURTHER ASSURANCES

Each party agrees to do all such things and execute all such
deeds, instruments, transfers or other documents as may be
necessary or desirable to give full effect to the provisions of
this Agreement and the transactions contemplated by it.

42.ENTIRE AGREEMENT

The Transaction Documents contain the entire agreement between
the parties with respect to their subject matter and supersede
all prior agreements and understandings between the parties in
connection with them.

43.   NO WAIVER

No failure to exercise nor any delay in exercising any right,
power or remedy by a party operates as a waiver.  A single or
partial exercise of any right, power or remedy does not preclude
any other or further exercise of that or any other right, power
or remedy.  A waiver is not valid or binding on the party
granting that waiver unless made in writing.

44.   NOTICES

Any notice, demand, consent or other communication (a Notice)
given or made under this Agreement:

(a)  must be in writing and signed by a person duly authorised by
the sender;

(b)  must either be delivered to the intended recipient by
prepaid post (if posted to an address in another country, by
registered airmail) or by hand or fax to the address or fax
number below or the address or fax number last notified by the
intended recipient to the sender:

(i)  to the Vendor and the Vendor Guarantor:679 Victoria Street
Abbotsford, Victoria Australia

Attention:The Company Secretary Fax No:61 3 9320 8392

(ii)  to the Purchasers: and the Purchasers' Guarantor49th Floor
200 Park Avenue New York, New York, United States of America
Attention:Mr M Weismann Fax No:1 212 582 9201

Copy to:Level 28 525 Collins Street Melbourne, Victoria Australia
Attention:Mr P Ickeringill Fax No:61 3 9614 1329

(c)  will be taken to be duly given or made:

(i)  in the case of delivery in person, when delivered;

(ii)  in the case of delivery by post two Business Days after the
date of posting (if posted to an address in the same country) or
seven business days after the date of posting (if posted to an
address in another country);

(iii)  in the case of fax, on receipt by the sender of a
transmission control report from the despatching machine showing
the relevant number of pages and the correct destination fax
machine number and indicating that the transmission had been made
without error,

but if the result is that a Notice would be taken to be given or
made on a day which is not a Business Day in the place to which
the Notice is sent or is later than 4.00 pm (local time) it will
be taken to have been duly given or made at the commencement of
business on the next Business Day in that place.

45.   GOVERNING LAW AND JURISDICTION

The Agreement is governed by the laws of Victoria.  Each party
submits to the non-exclusive jurisdiction of courts exercising
jurisdiction there in connection with matters concerning this
Agreement.

46.VENDOR GUARANTEE

46.1Guarantee

In consideration of the Purchasers entering into this Agreement
and the other Transaction Documents to which they are a party at
the request of the Vendor Guarantor, the Vendor Guarantor:

(a)  unconditionally and irrevocably guarantees to the Purchasers
on demand the due and punctual performance by the Vendor of all
its obligations under the Transaction Documents to which it is a
party;  and

(b)  separately indemnifies the Purchasers against any
Liabilities which may be incurred or sustained by the Purchasers
in connection with any default or delay by the Vendor in the due
and punctual performance of any of its obligations under the
Transaction Documents to which it is a party.

46.2Liability unaffected by other events

The liability of the Vendor Guarantor under this Clause is not
affected by any act, omission or thing which, but for this
provision, might in any way operate to release or otherwise
exonerate or discharge the Vendor Guarantor from any of its
obligations including (without limitation) the grant to the
Vendor or any other person of any time, waiver or other
indulgence, or the discharge or release of the Vendor or any
other person from any obligation.

46.3Continuing guarantee and indemnity

This Clause:

(a)  extends to cover the Transaction Documents as amended,
varied  or replaced, whether with or without the consent of the
Vendor Guarantor; and

(b)  is a continuing guarantee and indemnity and, despite First
Completion or PSS Completion, remains in full force and effect
for so long as the Vendor has any liability or obligation to the
Purchasers under the Transaction Documents and until all of those
liabilities or obligations have been fully discharged.

47.      PURCHASERS' GUARANTEE

47.1Guarantee

In consideration of the Vendor entering into this Agreement and
the other Transaction Documents to which it is a party at the
request of the Purchasers' Guarantor, the Purchasers' Guarantor:

(a)  unconditionally and irrevocably guarantees to the Vendor on
demand the due and punctual performance by the Purchasers of all
their obligations under the Transaction Documents to which they
are a party;  and

(b)  separately indemnifies the Vendor against any Liabilities
which may be incurred or sustained by the Vendor in connection
with any default or delay by the Purchasers in the due and
punctual performance of any of their obligations under the
Transaction Documents to which they are a party.

47.2Liability unaffected by other events

The liability of the Purchasers' Guarantor under this Clause is
not affected by any act, omission or thing which, but for this
provision, might in any way operate to release or otherwise
exonerate or discharge the Purchasers' Guarantor from any of its
obligations including (without limitation) the grant to the
Purchasers or any other person of any time, waiver or other
indulgence, or the discharge or release of the Purchasers or any
other person from any obligation.

47.3Continuing guarantee and indemnity

This Clause:

(a)  extends to cover the Transaction Documents as amended,
varied  or replaced, whether with or without the consent of the
Purchasers' Guarantor; and

(b)  is a continuing guarantee and indemnity and, despite First
Completion or PSS Completion, remains in full force and effect
for so long as any of the Purchasers has any liability or
obligation to the Vendor under the Transaction Documents and
until all of those liabilities or obligations have been fully
discharged.

48.   COUNTERPARTS

This Agreement may be executed in any number of counterparts. 
All counterparts will be taken to constitute one instrument.

 Each attorney executing this Agreement states that he or she has
no notice of the revocation of his or her power of attorney. 


              Master Sales Agreement
<PAGE>

INFORMATION HEREIN MARKED WITH "[CT REQUESTED]" HAS BEEN DELETED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER
THE SECURITIES EXCHANGE ACT OF 1934.

 [CT REQUESTED]

CONFORMED COPY [CT REQUESTED]

                       MASTER AGREEMENT

THIS AGREEMENT is made on 10 April 1996 between:

 1.   LEIGH-MARDON PTY LIMITED (ACN 004 432 633) incorporated in
Victoria of  679 Victoria Street, Abbotsford, Victoria, Australia
(the Australian  Vendor);

2.   CONTAINERS PACKAGING (N.Z.) LIMITED incorporated in Auckland
of  Nesdale Avenue, Wiri, Auckland, New Zealand (CNZ);

3.   KIWI PACKAGING (CARTONS) LIMITED incorporated in Auckland of

58 Victoria Street, Onehunga, Auckland, New Zealand (KPCL);

4.   LEIGH-MARDON (NZ) LIMITED incorporated in Wellington of 1st
Floor,  175 Vivian Street, Wellington, New Zealand (LNZ);

5.   ABN SECURITY PTY LTD (ACN 072 977 292) incorporated in
Victoria of  525 Collins Street, Melbourne, Victoria, Australia
(the Business  Purchaser);

6.ABN HOLDINGS PTY LTD (ACN 072 977 229) incorporated in Victoria
of  525 Collins Street, Melbourne, Victoria, Australia (the
Fortronic  Shares Purchaser);

7.   ABN PACIFIC PTY LTD (ACN 072 977 265) incorporated in
Victoria of 525  Collins Street, Melbourne, Victoria, Australia
(the PSS Shares  Purchaser);

8.   ABN NEW ZEALAND LIMITED incorporated in New Zealand of Level
35,  Coopers & Lybrand Tower, 23-29 Albert Street, Auckland, New
Zealand  (the New Zealand Purchaser);

9.   AMERICAN BANKNOTE AUSTRALASIA LIMITED (ACN 072 664 692)
incorporated  in Victoria of 525 Collins Street, Melbourne,
Victoria, Australia (the  Purchasers' Guarantor); and

10.   CONTAINERS PTY LIMITED (ACN 004 275 165) incorporated in
Victoria of  679 Victoria Street, Abbotsford, Victoria, Australia
(the Vendor  Guarantor).

                            RECITALS

Each of the parties has entered into various agreements dated on
or about  the date of this Agreement with the intention that:

(a)  the Fortronic Shares Purchaser is to purchase shares in
Fortronic;

(b)  if the conditions in Clause 16 of the Australian Sale
Agreement are  satisfied, the PSS Shares Purchaser is to purchase
shares in PSS;

(c)  the Business Purchaser is to purchase certain assets and to
assume  certain liabilities and obligations of the Australian
Vendor in  relation to the Australian Business;

(d)  the New Zealand Purchaser is to purchase certain assets and
to assume  certain liabilities and obligations of CNZ, KPCL and
LNZ in relation  to the New Zealand Business;

(e)  subject to adjustment pursuant to Clause 3 of this
Agreement, the  total purchase price for the purchases referred
to in recitals (a)  ,  (c)   and (d)   is [CT REQUESTED];

(f)  the total purchase price for the purchase referred to in
recital (b)    is [CT REQUESTED];

(g)  there are intended to be certain overall or global limits
applicable  to claims made for any breach of any representation,
warranty or  obligation contained in any of the Sale Agreements;

(h)  each such agreement is to be interdependent;

(i)  each such agreement will only become binding upon all
agreements being  binding; and

(j)  completion (if required) is to be of all such agreements 
simultaneously.

 IT IS AGREED as follows.

1.   DEFINITIONS AND INTERPRETATION

1.1Definitions

The following definitions apply unless the context requires
otherwise.

Adjusted Net Tangible Assets means the Total Net Tangible Assets
minus  [CT REQUESTED] of the Total Australian Plant and
Equipment.  For the  avoidance of doubt, the assets and
liabilities of [CT REQUESTED] do not form  part of the Adjusted
Net Tangible Assets.

Approved Capital Expenditure means the items of capital
expenditure  set out in Schedule 1 and any other items of capital
expenditure  approved in writing by the Business Purchaser.

Australian Adjustment Date has the meaning given to the term 
Adjustment Date in the Australian Sale Agreement.

Australian Business has the meaning given to the term Business in
the  Australian Sale Agreement.

Australian Intellectual Property Rights has the meaning given to
the  term Intellectual Property Rights in the Australian Sale
Agreement.

Australian Net Tangible Assets has the meaning given to the term
Net  Tangible Assets in the Australian Sale Agreement.

Australian Plant and Equipment has the meaning given to the term
Plant  and Equipment in the Australian Sale Agreement.

Australian Purchasers means the Business Purchaser, the Fortronic

Shares Purchaser and the PSS Shares Purchaser.

Australian Sale Agreement means the agreement between the
Australian  Vendor, the Australian Purchasers, the Purchasers'
Guarantor and the  Vendor Guarantor relating to the sale of
Australian Business assets  and the sale of shares in Fortronic
and PSS.

Base Amount means [CT REQUESTED] plus [CT REQUESTED].

Capital Expenditure Amount equals the aggregate of all cash
payments  made by the Vendor in respect of Approved Capital
Expenditure in the  period between the execution of this
Agreement and the First  Completion Date as notified by the
Vendor to the Business Purchaser on  the First Completion Date.

Final Completion Balance Sheet means the Final Australian
Completion  Balance Sheet or the Final New Zealand Completion
Balance Sheet (as  the case may be).

Final Australian Completion Balance Sheet has the meaning given
to the  term final Completion Balance Sheet in the Australian
Sale Agreement.

Final New Zealand Completion Balance Sheet has the meaning given
to  the term final Completion Balance Sheet in the New Zealand
Sale  Agreement.

First Completion Date has the meaning set out in the Australian
Sale  Agreement.

First Payment Date means the later of the Australian Adjustment
Date  and the New Zealand Adjustment Date.

First Threshold Amount means the Base Amount minus [CT
REQUESTED].

Fortronic has the meaning set out in the Australian Sale
Agreement.

Fortronic Loans has the meaning set out in the Australian Sale 
Agreement.

New Zealand Adjustment Date has the meaning given to the term 
Adjustment Date in the New Zealand Sale Agreement.

New Zealand Business has the meaning given to the term Business
in the  New Zealand Sale Agreement.

New Zealand Net Tangible Assets has the meaning given to the term
Net  Tangible Assets in the New Zealand Sale Agreement.

New Zealand Sale Agreement means the agreement between CNZ, KPCL,
LNZ,  the New Zealand Purchaser, the Purchasers' Guarantor and
the Vendor  Guarantor relating to the sale of New Zealand
Business assets.

PSS has the meaning set out in the Australian Sale Agreement.

PSS Completion has the meaning set out in the Australian Sale 
Agreement.

Purchasers means the Business Purchaser, the Fortronic Shares 
Purchaser, the PSS Shares Purchaser and the New Zealand
Purchaser.

Sale Agreements means the Australian Sale Agreement and the New 
Zealand Sale Agreement.

Second Threshold Amount means the Base Amount plus [CT
REQUESTED].

Security Net Tangible Assets has the meaning set out in the
Australian  Sale Agreement.

Total Australian Plant and Equipment means the aggregate value of
the  Australian Plant and Equipment shown in the Final Australian

Completion Balance Sheet.

Total Net Tangible Assets means the aggregate value of the
Australian  Net Tangible Assets recorded in the Final Australian
Completion  Balance Sheet and the New Zealand Net Tangible Assets
recorded in the  Final New Zealand Completion Balance Sheet.

1.2Interpretation

Headings are for convenience only and do not affect
interpretation.   The following rules apply unless the context
requires otherwise.

(a)  The singular includes the plural and conversely.

(b)  A gender includes all genders.

(c)  If a word or phrase is defined, its other grammatical forms 
have a corresponding meaning.

(d)  A reference to a person, corporation, trust, partnership, 
unincorporated body or other entity includes any of them.

(e)  A reference to a Clause or a Schedule is a reference to a 
clause of or a schedule to, this Agreement.

(f)  A reference to an agreement or document (including, without 
limitation, a reference to this Agreement) is to the agreement 
or document as amended, varied, supplemented, novated or 
replaced, except to the extent prohibited by this Agreement or 
that other agreement or document.

(g)  A reference to a party to this Agreement or another
agreement  or document includes the party's successors, permitted

substitutes and permitted assigns (and, where applicable, the 
party's legal personal representatives).

(h)  A reference to legislation or to a provision of legislation 
includes a modification or re-enactment of it, a legislative 
provision substituted for it and a regulation or statutory 
instrument issued under it.

(i)  A reference to conduct includes, without limitation, an 
omission, statement or undertaking, whether or not in writing.

(j)  A reference to an agreement includes any undertaking, deed, 
agreement and legally enforceable arrangement, whether or not  in
writing, and a reference to a document includes an  agreement (as
so defined) in writing and any certificate,  notice, instrument
and document of any kind.

(k)  A reference to A$ is to Australian currency.

(l)  A reference to NZ$ is to New Zealand currency.

(m)  A reference to a right or obligation of any two or more 
persons confers that right, or imposes that obligation, as the 
case may be, jointly and severally.

2.   INTERDEPENDENCE AND COMPLETION

(a)  The following agreements have been entered into on or about 
the date of this Agreement:

(i)  the Australian Sale Agreement; and

(ii)  the New Zealand Sale Agreement,

and neither of them has any effect until each is entered into  by
the parties to them.

(b)  This Agreement and each of the agreements referred to in 
paragraph (a)   are interdependent with each other.  Subject to 
paragraph (c)  , no party to any of the agreements is bound to 
complete under any of those agreements unless all other  parties
also complete under all of those agreements on the  First
Completion Date.

(c)  Paragraph (b)   does not apply to PSS Completion which the 
parties acknowledge will, subject to satisfaction of certain 
conditions, occur at a date later than the First Completion 
Date.

3.   PURCHASE PRICE ADJUSTMENTS

3.1If the Adjusted Net Tangible Assets:

(a)  [CT REQUESTED] within 14 Business Days  of the First Payment
Date an amount equal to the First  Threshold Amount minus the
Adjusted Net Tangible Assets;

(b)  [CT REQUESTED] within 14 Business Days of the First  Payment
Date an amount equal to the lesser of:

(i)  [CT REQUESTED];  and

(ii)  the [CT REQUESTED]; or

(c)  are equal to [CT REQUESTED] but  [CT REQUESTED] the 
Australian Vendor [CT REQUESTED]  pursuant to this Clause.

3.2The purchase price of the Australian Intellectual Property
Rights will  be adjusted so that it equals X where:

[CT REQUESTED];

A = $ [CT REQUESTED] less the amount paid to the Vendor in
respect of  the Fortronic Loans pursuant to Clause 8.2(c)  (iii) 

of the  Australian Sale Agreement;

B = $ [CT REQUESTED];

C = $ [CT REQUESTED];

D =the aggregate amount paid to the Vendor by the Purchasers 
pursuant to Clause 3.1;

E =the aggregate amount paid to the Purchasers by the Vendor 
pursuant to Clause 3.1; 

F =the aggregate value of the [CT REQUESTED] as  shown in the
Final [CT REQUESTED];  and

G = the aggregate value of the New Zealand Net Tangible Assets as

shown in the New Zealand Completion Balance Sheet.

4.   [CT REQUESTED]

If [CT REQUESTED] Completion does not occur prior to [CT
REQUESTED] or such  later date as the parties to the Australian
Sale Agreement agree, the  Australian Vendor shall [CT REQUESTED]
$ [CT REQUESTED] within 14  Business Days of that date.

5.   WARRANTY AND INDEMNITY CLAIMS

The parties to the Sale Agreements agree that, notwithstanding 
anything to the contrary in any of the Sale Agreements:

(a)  no Purchaser may make any claim for any breach of any 
representation, warranty or obligation contained in any of the 
Sale Agreements unless the amount of the claim exceeds  $ [CT
REQUESTED]; and

(b)  the Vendors are not liable to make any payment (whether by
way  of damages or otherwise) for any breach of any
representation  or warranty [CT REQIESTED] $ [CT REQUESTED].

6.EXCHANGE RATE

For the purposes of making any calculation pursuant to or
contemplated  by this Agreement (including the determination of
the amount of any  adjustment or the amount of any claim), any
monetary amount expressed  in NZ$ shall be converted to A$ at A$1
equals NZ$1.14.   

7.   NOTICES

Any notice, demand, consent or other communication (the Notice)
given  or made under this Agreement:

(a)  must be in writing and signed by a person duly authorised by

the sender;

(b)  must either be delivered to the intended recipient by
prepaid  post (if posted to an address in another country, by 
registered airmail) or by hand or fax to the address or  fax
number below or the address or fax number last notified by  the
intended recipient to the sender:

(i)  to LM, CNZ, LNZ, KPCL679 Victoria Street and the Vendor
GuarantorAbbotsford  Victoria Australia Attention:The Company
Secretary Fax No:61 3 9320 8392

 (ii)  to the Business Purchaser, the Fortronic Shares
Purchaser49th Floor, 200  Park Avenue, the PSS Shares
Purchaser,New York New York, United  States the New Zealand
Purchaser  andof America Attention:Mr M Weismann the Purchasers'
GuarantorFax No:1 212 582 9201;

Copy to:Level 28, 525 Collins  Street, Melbourne, Victoria,
Australia Attention:Mr P Ickeringill Fax No:61 3 9614 1329

(c)  will be taken to be duly given or made:

(i)  in the case of delivery in person, when delivered;

(ii)  in the case of delivery by post, two business days  after
the date of posting (if posted to an address in  the same
country) or seven business days after the date  of posting (if
posted to an address in another  country);

(iii)  in the case of fax, on receipt by the sender of a 
transmission control report from the despatching  machine showing
the relevant number of pages and the  correct destination fax
machine number or name of  recipient and indicating that the
transmission has been  made without error,

but if the result is that a Notice would be taken to be given  or
made on a day that is not a business day in the place to  which
the Notice is sent or is later than 4.00pm  (local time) it will
be taken to have been duly given or made  at the commencement of
business on the next business day in  that place.

8.   AMENDMENT

No amendment or variation of this Agreement is valid or binding
on a  party unless made in writing executed by all parties.

9.   ASSIGNMENT

The rights and obligations of each party under this Agreement are

personal.  They cannot be assigned, encumbered or otherwise dealt
with  and no party shall attempt, or purport, to do so without
the prior  written consent of all parties.

10.   NO WAIVER

No failure to exercise nor any delay in exercising any right,
power or  remedy by a party operates as a waiver.  A single or
partial exercise  of any right, power or remedy does not preclude
any other or further  exercise of that or any other right, power
or remedy.  A waiver is not  valid or binding on the party
granting that waiver unless made in  writing.

11.   FURTHER ASSURANCES

Each party agrees to do all things and execute all deeds,
instruments,  transfers or other documents as may be necessary or
desirable to give  full effect to the provisions of this
Agreement and the transactions  contemplated by it.

12.   NO MERGER

The rights and obligations of the parties will not merge on the 
completion of any transaction contemplated by this Agreement. 
They  will survive the execution and delivery of any assignment
or other  document entered into for the purpose of implementing a
transaction.

13.   COSTS AND STAMP DUTY

Each party shall bear its own costs arising out of the
negotiation,  preparation and execution of this Agreement.  All
stamp duty  (including fines, penalties and interest) that may be
payable on or in  connection with this Agreement and any
instrument executed under this  Agreement shall be borne by the
Purchasers.

14.   GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of Victoria.  Each party 
submits to the non-exclusive jurisdiction of courts exercising 
jurisdiction there in connection with matters concerning this 
Agreement.

15.   COUNTERPARTS

This Agreement may be executed in any number of counterparts. 
All  counterparts together will be taken to constitute one
instrument.

 16.SCHEDULE 1

17.   Approved Capital Expenditure

 Budgeted 1996Budgeted expenditure forExpenditure Financial
YearPost 30 June 1996 ending 30 June 1996$'000 $'000



Vic Licence Equipment2,236500 Kedron Property - New Premises   
60 Gantenbein Glue Machine    40340

2,336840



EXECUTED in Melbourne.

 Each attorney executing this Agreement states that he or she has
no notice  of revocation or suspension of his or her power of
attorney.

 SIGNED by PAUL J GOODMAN as  attorney for LEIGH-MARDON PTY 
LIMITED under power of attorney  dated 22 February 1996 in the 
presence of:

 PATRICK J RYAN Signature

PATRICK RYAN Print Name

) ) ) )

 PAUL GOODMAN Signature

PAUL GOODMAN Print Name



 SIGNED by PAUL J GOODMAN as  attorney for CONTAINERS PACKAGING 
(N.Z.) LIMITED under power of  attorney dated 22 February 1996 in

the presence of:

 PATRICK J RYAN Signature

PATRICK RYAN Print Name

) ) ) )

 P GOODMAN Signature

PAUL GOODMAN Print Name



SIGNED by PAUL J GOODMAN as  attorney for KIWI PACKAGING 
(CARTONS) LIMITED under power of  attorney dated 22 February 1996
in  the presence of:

 PATRICK J RYAN Signature

PATRICK RYAN Print Name

) ) ) )

 P GOODMAN Signature

PAUL GOODMAN Print Name

  

SIGNED by PAUL J GOODMAN as  attorney for LEIGH-MARDON (NZ) 
LIMITED under power of attorney  dated 22 February 1996 in the 
presence of:

 PATRICK J RYAN Signature

PATRICK RYAN Print Name

) ) ) )

 P GOODMAN Signature

PAUL GOODMAN Print Name



 SIGNED by MICHAEL W COOK as  attorney for ABN SECURITY PTY LTD 
under power of attorney dated  3 April 1996 in the presence of:

 P. ICKERINGILL Signature

PETER ICKERINGILL Print Name

) ) ) )

 MICHAEL COOK Signature

MICHAEL W COOK Print Name



 SIGNED by MICHAEL W COOK as  attorney for ABN HOLDINGS PTY LTD 
under power of attorney dated  3 April 1996 in the presence of:

 P. ICKERINGILL Signature

PETER ICKERINGILL Print Name

) ) ) )

 MICHAEL COOK Signature

MICHAEL W COOK Print Name



 SIGNED by MICHAEL W COOK as  attorney for ABN PACIFIC PTY LTD 
under power of attorney dated  3 April 1996 in the presence of:

 P. ICKERINGILL Signature

PETER ICKERINGILL Print Name

) ) ) )

 MICHAEL COOK Signature

MICHAEL W COOK Print Name



 SIGNED by MICHAEL W COOK as  attorney for ABN NEW ZEALAND 
LIMITED under power of attorney  dated 3 April 1996 in the
presence  of:



P. ICKERINGILL Signature

PETER ICKERINGILL Print Name

) ) ) )



MICHAEL COOK Signature

MICHAEL W COOK Print Name



 SIGNED by MICHAEL W COOK as  attorney for AMERICAN BANKNOTE 
AUSTRALASIA LIMITED under power of  attorney dated 3 April 1996
in the  presence of:



P. ICKERINGILL Signature

PETER ICKERINGILL Print Name

) ) ) )



MICHAEL COOK Signature

MICHAEL W COOK Print Name



 SIGNED by PAUL J GOODMAN as  attorney for CONTAINERS PTY 
LIMITED under power of attorney  dated 22 February 1996 in the 
presence of:

 PATRICK J RYAN Signature

PATRICK RYAN Print Name

) ) ) )

 P GOODMAN Signature

PAUL GOODMAN Print Name

              New Zealand Sales Agreement
<PAGE>

INFORMATION HEREIN MARKED WITH "[CT REQUESTED]" HAS BEEN DELETED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER
THE SECURITIES EXCHANGE ACT OF 1934.

 CONFORMED COPY

                 NEW ZEALAND SALE AGREEMENT



THIS  AGREEMENT is made on 10 April 1996 between:

1.   CONTAINERS PACKAGING (N.Z.) LIMITED incorporated in New
Zealand of Nesdale Avenue, Wiri, Auckland, New Zealand (CNZ);

2.   LEIGH-MARDON (NZ) LIMITED incorporated in New Zealand of 1st
Floor, 175 Vivian Street, Wellington, New Zealand (LNZ);

3.   KIWI PACKAGING (CARTONS) LIMITED incorporated in New Zealand
of 12- 14 Lockhart Place, Mt Wellington, Auckland, New Zealand
(Kiwi);

     (collectively referred to as the Vendors)

4.   ABN NEW ZEALAND LIMITED incorporated in New Zealand of Level
1, AMP Centre, 1 Grey Street, Wellington, New Zealand (the New
Zealand Purchaser);

5.   AMERICAN BANKNOTE AUSTRALASIA LIMITED (ACN 072 664 692)
incorporated in Victoria of 525 Collins Street, Melbourne,
Victoria, Australia (the Purchaser's Guarantor);

6.   CONTAINERS PTY LTD (ACN 004 275 165) incorporated in
Victoria of 679 Victoria Street, Abbotsford, Victoria, Australia
(the Vendors' Guarantor).

                            RECITALS:

A.   The Vendors carry on the Business at various locations in
New Zealand and in connection therewith own the Assets.

B.   The Vendors have agreed to sell and the New Zealand
Purchaser has agreed to purchase the Assets and to assume certain
liabilities in respect of the Business on the terms of this
Agreement.

C.   In consideration of the Vendors entering into this Agreement
at the request of the Purchaser's Guarantor, the Purchaser's
Guarantor has agreed to give the guarantees and indemnities in
this Agreement.

D.   In consideration of the New Zealand Purchaser entering into
this Agreement at the request of the Vendors' Guarantor, the
Vendors' Guarantor has agreed to give the guarantees and
indemnities in this Agreement.

 IT IS AGREED as follows.

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions

The following definitions apply unless the context requires
otherwise.

ABH means American Banknote Australasia Holdings Inc incorporated
in Delaware of 49th Floor, 200 Park Avenue, New York, New York,
the United States of America.

ABN means American Banknote Corporation incorporated in New York
of 51 West 52nd Street, New York, New York, the United States of
America..   

Adjustment Date means the date on which the final form of the
Completion Accounts are accepted in writing by a director of the
New Zealand Purchaser (being a director appointed by ABH).

Advertising Material means all advertising, sales and marketing
material used by the Vendors in connection with the Business (but
not including any copyright or other intellectual property rights
in such material).

Approved Capital Expenditure has the meaning set out in the
Master Agreement.

Asia means Asia and includes without limitation [CT REQUESTED].

Assets means the following assets:

(a)  Goodwill;

(b)  Plant and Equipment;

(c)  all Trading Stock as at the close of business on the First
Completion Date (whether then on or in transit to the Sites or
elsewhere);

(d)  Prepayments;

(e)  Other Debtors;

(f)  Business Records;

(g)  the Undertaking;

(h)  the Intellectual Property Rights; and

(I)  Other Assets.

Auditor's Certificate has the meaning set out in Clause 4.2.   

Australian Business means the business sold by LM pursuant to the
Australian Sale Agreement.

Australian Purchasers means the Business Purchaser, the Fortronic
Shares Purchaser and the PSS Shares Purchaser.

Australian Sale Agreement means the agreement for the sale of the
Australian Business, the Fortronic Shares and the PSS Shares.

Authorisation means the permits, licences, consents and approvals
held by the Vendor in relation to the Business.

Balance Date means 31 December 1995.

Book Debts means all the trade debts owed to the Vendors relating
to the Business.

Business means the business carried on in New Zealand by the
Vendors of the:

(a)  manufacture and supply of personalised cheques and cheque
books, deposit books, bank cheques, bearer securities and other
made to order products;

(b)  provision of electronic printing services for products
including cheque and credit card statements, superannuation
statements and council rate notices;

(c)  manufacture and supply of plastic transaction cards, plastic
promotional and membership and identification cards,  and
firearms licences;

(d)  the provision of bureau personalisation services and
encoding services;

(e)  the sale and/or maintenance of photographic,
personalisation, encoding and mailing equipment; and

(f)  any other operations or activities carried on by the Vendors
which are incidental or ancillary to the operations and
activities described in paragraphs (a)  -(e)   inclusive.

Business Contracts means the agreements made by the Vendors with
their customers or suppliers or otherwise in connection with the
Business.

Business Day means a week day on which banks are open in
Melbourne and Auckland.

Business Liabilities means:

(a)  the Trade Payables;

(b)  the Employee Provisions; and

(c)  the Other Provisions and Accruals.

Business Purchaser means ABN Security Pty Ltd (ACN 072 977 292)
incorporated in Victoria of 525 Collins Street, Melbourne,
Victoria, Australia.

Business Records means all books of account, accounts, records
and data and all other documents relating solely to the Business
and the Assets.

[CT REQUESTED] Tenancy means the arrangement pursuant to which
[CT REQUESTED] occupies the premises situated at [CT REQUESTED].

[CT REQUESTED] means the arrangement pursuant to which [CT
REQUESTED] occupies the office at [CT REQUESTED] and [CT
REQUESTED].

Completion Accounts has the meaning set out in Clause 4.

Completion Balance Sheet means the audited balance sheet to be
prepared in accordance with Clause 4.

Confidentiality Agreement means the confidentiality agreement
between LM and ABN dated 11 May 1995.

Contamination means a solid, liquid, gas, odour, radiation or
substance (including, without limitation, asbestos) which makes
or may make, the Premises, or the surrounding Environment unfit
for the purposes for which the Premises are currently used by the
Vendors.

Corporations Law means the Corporations Law of Australia.

Data Room means the designated room containing disclosure
material located at Level 32, 530 Collins Street, Melbourne.

December Management Accounts means the management accounts
contained in Data Room Documents SA6.1.2, SA7.   1.3 and SA8.1.3
for the period commencing 1 July 1995 and ending 31 December
1995.

[CT REQUESTED] means the arrangements pursuant to which [CT
REQUESTED] occupies the premises situated at [CT REQUESTED], New
Zealand and the office situated at [CT REQUESTED].

Employees means the employees of CNZ, Kiwi and LNZ engaged in the
Business as at the First Completion Date.

Employee List means the list of employees and their employment
details which is initialled by a representative of each of the
parties at the date of execution of this Agreement for the
purposes of identification.

Employee Provisions means the aggregate amount of the liability
of the Vendors for accrued annual leave (including applicable
loadings), sick leave and long service leave entitlements of
acquired employees (as defined in Clause 12.2) as determined from
the amount set out in the final Completion Balance Sheet in
respect of such entitlements for all Employees.

Environment means components of the earth, including:

(a)  land, air and water;

(b)  any layer of the atmosphere;

(c)  any organic or inorganic matter and any living organism;

(d)  human made or modified structures and areas; and

(e)  interacting natural ecosystems that include any components
of the kind referred to in paragraphs (a)  -(c)  ,

and for the purposes of this Agreement includes the meaning given
to that word in any legislation which has force in the relevant
jurisdiction.

Environmental Authorisation means the permits, licences, consents
and approvals held by the Vendors in relation to the Business,
under any Environmental Law.

Environmental Law means a provision of law, or a law which
relates to:

(a)  any aspect of the Environment, safety, health; or

(b)  the use of substances or conduct which may harm the
Environment or be hazardous or otherwise harmful to human health.

Existing Terms and Conditions has the meaning given to that term
in Clause 25.

Expert has the meaning set out in Clause 4.

First Completion means the completion by the parties of the sale
and purchase of the Assets as provided in Clause 7.

First Completion Date means 15 May 1996 or, if the conditions
referred to in Clause 13 (the Conditions) are not satisfied by
that date, the day being seven days after the date on which the
Conditions are satisfied or any other date as the parties agree.

Fortronic Shares has the meaning given in the Australian Sale
Agreement.

Fortronic Shares Purchaser means ABN Holdings Pty Ltd (ACN 072
977 229) incorporated in Victoria of 525 Collins Street,
Melbourne, Victoria, Australia.

Goodwill means the goodwill of the Business including (but not
limited to):

(a)  the Technical Data;

(b)  the Advertising Material (including the copyright in the
Advertising Material which the Vendors own and the right of the
Vendors to use, but not ownership of, the Advertising Material
where the copyright is not owned by the Vendors);

(c)  all contracts and orders referred to in Clauses 16.1 and
16.4, all transferable licences, permits, quotas, consents or
authorities held by the Vendors in connection with the Business
and the Leases referred to in Clause 6;

(d)  the Vendors' copyright (if any) in labelling or printing
used by the Vendors solely in connection with the Business; and

(e)  the Vendors' copyright (if any) in software used by the
Vendors solely in connection with the Business,

but excluding any interest in the names "Kiwi Packaging" or
"Containers Packaging".

GST means goods and services tax payable under the Goods and
Services Tax Act 1985.

Hired Plant and Equipment means the plant and equipment specified
in Schedule 3 and all other plant and equipment hired by the
Vendors in connection with the Business.

Hiring Agreements means the agreements under which the Hired
Plant and Equipment is hired to the Vendors.

Intellectual Property Rights means:

(a)  the Trade Marks (including the goodwill associated with
them);

(b)  the Patents and Designs; and

(c)  the Know How.

June Management Accounts means the management accounts contained
in Data Room Documents SA6.1.2, SA7.1.3 and SA8.1.3 for the
period commencing 1 July 1994 and ending 30 June 1995.

Know How means all the knowledge and information (whether
contained in the Business Records or otherwise) which the Vendors
own and use relating solely to the Business.

Leases means the Hiring Agreements and the Property Leases.

Liabilities means debts or liabilities of any kind, including
those which are prospective or contingent and those the amount of
which is not ascertained or ascertainable.

LM means Leigh-Mardon Pty Limited (ACN 004 432 633) incorporated
in Victoria of 679 Victoria Street, Abbotsford, Victoria,
Australia.

Management Accounts means the June Management Accounts and the
December Management Accounts.

Master Agreement means the agreement between the parties to this
Agreement and LM to be entered into on or about the date of this
Agreement dealing with the interdependency of this Agreement and
the Australian Sale Agreement, purchase price adjustments to be
made under this Agreement and the Australian Sale Agreement and
global limits for warranty claims.

Material Contracts means the following agreements:

(a)  the [CT REQUESTED]; and

(b)  the [CT REQUESTED].

[CT REQUESTED]

[CT REQUESTED]

where:

[CT REQUESTED]

[CT REQUESTED] means the Printing Supply Agreement between the
[CT REQUESTED].

[CT REQUESTED] means the Agreement between [CT REQUESTED] acting
by and through the [CT REQUESTED] (NZ) [CT REQUESTED].

Other Assets means all tangible property and assets owned by the
Vendors in connection with the Business other than:

(a)  Plant and Equipment;

(b)  all Trading Stock;

(c)  Prepayments;

(d)  Other Debtors;

(e)  cash at bank, on deposit or on hand;

(f)  insurance policies owned by the Vendors and the benefit of
any claims under them;

(g)  Book Debts; and

(h)  future income tax benefit.

Other Debtors means all receivables owed to the Vendors relating
to the Business as at the close of business on the First
Completion Date other than the Book Debts, the total amount of
which is to be set out in the final Completion Balance Sheet.

Other Provisions and Accruals means the aggregate gross amount of
the liability of the Vendors for various provisions details of
which are set out in Schedule 17 relating to the Business, the
total amount of which as at the close of business on the First
Completion Date, is to be set out in the final Completion Balance
Sheet.

Patents and Designs means the patent registrations and
applications for registration and the design registrations and
applications for registration specified in Part 2 of Schedule 2.

Penalty Interest Rate means the penalty interest rate fixed from
time to time pursuant to section 2 of the Penalty Interest Rates
Act 1983 (Victoria).

Plant and Equipment means all the motor vehicles, plant,
equipment, furniture, fixtures and fittings and all spare parts,
tools and other maintenance items owned by the Vendor and used in
relation to the Business (including, without limitation, those
items specified in the asset registers of the Vendors to be
initialled at First Completion by a representative of each of the
parties for the purpose of identification).

Prepayments means prepayments made by the Vendors in the ordinary
conduct of the Business prior to the close of business on the
First Completion Date which relate to a period after close of
business on the First Completion Date, the total amount of which
is to be set out in the final Completion Balance Sheet.

Premises means the premises which are the subject of the Property
Leases.

Property Leases means the leases specified in Schedule 4.

PSS Shares has the meaning given in the Australian Sale
Agreement.

PSS Shares Purchaser means ABN Pacific Pty Ltd (ACN 072 977 265)
incorporated in Victoria of 525 Collins Street, Melbourne,
Victoria, Australia.

Related Body Corporate has the meaning given to it in the
Corporations Law.

Relevant Employees means the employees to whom offers of
employment are made pursuant to Clause 12.1.

Relevant Period has the meaning given to that term in Clause 25.

Security Interest means an interest or power:

(a)  reserved in or over any interest in any asset including,
without limitation, any retention of title; or

(b)  created or otherwise arising in or over any interest in any
asset under a bill of sale, mortgage, charge, lien, pledge, trust
or power,

by way of security for the payment of debt or any other monetary
obligation or the performance of any other obligation and whether
existing or agreed to be granted or created.

Senior Debt Facilities Terms Sheet means the Terms Sheet set out
in Schedule 1.

Senior Debt Provider has the meaning given to that term in the
Senior Debt Facilities Terms Sheet.

Sites means the locations of the land described in the Property
Leases.

Subordinated Debt Terms Sheet means the Terms Sheet set out in
Schedule 8.

Supply Arrangements has the meaning given to that term in Clause
25.

Technical Data means all drawings, specifications, formulae and
operating manuals which the Vendors own and use relating solely
to the Business (other than the Patents and Designs) and all of
the Vendors' copyright (if any) in them.

Trade Marks means the trade mark registrations and applications
for registration specified in Part 1 of Schedule 2.

Trade Payables means the aggregate amount owing by the Vendors to
suppliers of goods and services to, and other creditors of, the
Business, including all accruals for such matters, the aggregate
amount of which (as at the close of business on the First
Completion Date) is set out in the final Completion Balance
Sheet.  For the avoidance of doubt, this includes any amounts
owing by the Vendors in respect of Approved Capital Expenditure.

Trading Stock means the trading stock of the Business and
includes raw materials, work-in-progress, finished products,
packaging and packaging materials (whether on the Sites or
elsewhere) but excludes Advertising Material.

Transaction Documents means:

(a)  this Agreement;

(b)  the Australian Sale Agreement;

(c)  the Confidentiality Agreement;

(d)  the Master Agreement;

(e)  the Underwriting Agreement; and

(f)  such other agreements, instruments or other documents as the
parties may from time to time agree shall be Transaction
Documents for the purposes of this Agreement.

Undertaking means the benefit of the Undertaking contained in
Clause 14.

Underwriting Agreement means the agreement between LM and the
Purchaser's Guarantor to be entered into on or about the date of
this Agreement dealing with the underwriting by LM or its nominee
of subscriptions for shares in the Purchaser's Guarantor in order
to facilitate the funding by the Purchaser's Guarantor of the
purchases referred to in the Recitals to this Agreement and the
Australian Sale Agreement.

Vendor Disclosed Material means all written information and
material (including financial statements) in relation to the
Assets and the Shares or any of them, provided or supplied by the
Vendors or any of their representatives to the New Zealand
Purchaser or any of its representatives prior to execution of
this Agreement and, without limitation, includes all information
and material in the Data Room and all written answers given by
the Vendors or any of its representatives to the New Zealand
Purchaser or any of its representatives in response to questions
of the New Zealand Purchaser or any of its representatives in
relation to such information or material together with the
matters set out in Schedule 14.

Vendor Disclosed Matter means any matter disclosed by the Vendors
to the New Zealand Purchaser in the Vendor Disclosed Material.

Warranties means the representations and warranties contained in
Part 1 of Schedule 5.

1.2Interpretation

Headings are for convenience only and do not affect
interpretation.  The following rules apply unless the context
requires otherwise.

(a)  The singular includes the plural and conversely.

(b)  A gender includes all genders.

(c)  If a word or phrase is defined, its other grammatical forms
have a corresponding meaning.

(d)  A reference to a person, corporation, trust, partnership,
unincorporated body or other entity includes any of them.

(e)  A reference to a Clause or Schedule is a reference to a
clause of or a schedule to, this Agreement.

(f)  A reference to an agreement or document (including, without
limitation, a reference to this Agreement) is to the agreement or
document as amended, varied, supplemented, novated or replaced
except to the extent prohibited by this Agreement or that other
agreement or document.

(g)  A reference to a party to this Agreement or another
agreement or document includes the party's successors and
permitted substitutes or assigns (and, where applicable, the
party's legal personal representatives).

(h)  A reference to legislation or to a provision of legislation
includes a modification or re-enactment of it, a legislative
provision substituted for it and a regulation or statutory
instrument issued under it.

(i)  A reference to writing includes a facsimile transmission and
any means of reproducing words in a tangible and permanently
visible form.

(j)  A reference to dollars and $ is to Australian currency.

(k)  A reference to NZ$ is to New Zealand currency.

(l)  A reference to a right or obligation of any two or more
persons confers that right, or imposes that obligation, as the
case may be, jointly and severally.

(m)  A reference to an obligation to use best endeavours does not
extend to:

(i)  in the case of the Vendors, the payment of money to lessors
of Sites or Hired Plant and Equipment or third parties to
Business Contracts in consideration of the assignment or novation
of the Vendors' rights and/or obligations to the New Zealand
Purchaser; or

(ii)in the case of the New Zealand Purchaser, using debt
collectors or lawyers to collect Book Debts or stopping shipment
of products to customers or paying an employee money to accept
the New Zealand Purchaser's offer of employment made under Clause
12.1 in excess of the employee's current compensation package; or

(iii)  taking legal proceedings.

1.3  Consents or Approvals

If the doing of any act, matter or thing under this Agreement is
dependent on the consent or approval of a party or is within the
discretion of a party, the consent or approval may be given or
the discretion may be exercised conditionally or unconditionally
or withheld by the party in its absolute discretion, unless
otherwise stated.

2.   SALE OF BUSINESS

2.1  Subject to satisfaction of the conditions set out in Clause
13, the Vendors, for their respective rights and interests, sell
free from all Security Interests and the New Zealand Purchaser
buys on the terms set out in this Agreement the Assets.

2.2  Subject to satisfaction of the conditions set out in Clause
13, the New Zealand Purchaser agrees to assume the Business
Liabilities as at the close of business on the First Completion
Date up to the amount set out in the final Completion Balance
Sheet for Business Liabilities on the terms set out in this
Agreement with effect from First Completion.

2.3  The parties agree that this Agreement evidences the supply
of a taxable activity as a going concern for the purposes of
section 11(1)(c)   of the Goods and Services Tax Act 1985 (Act)
and that the transaction evidenced by this agreement is
zero-rated for GST purposes.

2.4  If, notwithstanding the agreement of the parties as recorded
in Clause 2.3, it is ascertained or determined that GST is
payable in respect of the transaction evidenced by this
Agreement, the GST shall, as between the Vendors and the New
Zealand Purchaser, be payable by the New Zealand Purchaser in
addition to the purchase price for the Assets and the New Zealand
Purchaser shall, immediately upon demand being made by the
Vendors (such demand being accompanied by reasonable evidence of
the Vendors' liability to pay such GST), pay to the Vendors the
amount of GST payable in respect of the transaction.

2.5  If the New Zealand Purchaser makes default in payment on the
due date of any amount payable pursuant to Clause 2.4 then,
without prejudice to the other remedies of the Vendors, the New
Zealand Purchaser shall pay to the Vendors upon demand an amount
equal to the amount of any additional tax that is chargeable
pursuant to section 41 of the Act.

2.6  As between the Vendors and the New Zealand Purchaser, the
Vendors are not obliged to pay any GST or additional tax or to
take any other steps to minimise liability in respect of GST or
additional tax until the corresponding payment is received from
the New Zealand Purchaser.

2.7  The purchase price for the Assets is the lowest price that
the parties would have agreed upon for the Assets under the rules
relating to the accrual treatment of income and expenditure in
the Income Tax Act 1994 and on that basis no income or
expenditure arises under those rules.

3.      PURCHASE PRICE

3.1  The estimated purchase price for the [CT REQUESTED] $ [CT
REQUESTED].

3.2  The actual purchase price for the Net Tangible Assets is the
aggregate value of the Net Tangible Assets as shown in the final
Completion Balance Sheet.  The purchase price for the Plant and
Equipment, the Trading Stock, the Prepayments, the Other Debtors
and the Other Assets will be allocated as set out in the Final
Completion Balance Sheet.

3.3  The purchase price for the [CT REQUESTED] $[CT REQUESTED].

3.4  The purchase price for the [CT REQUESTED] $ [CT REQUESTED].

3.5  The purchase price for the [CT REQUESTED] $ [CT REQUESTED].

3.6  The purchase prices specified in Clauses 3.1, 3.3, 3.4 and
3.5 shall be paid to LNZ for distribution between the Vendors
according to their respective entitlements but the New Zealand
Purchaser shall not be bound to see to the distribution thereof
and the receipt by LNZ of such purchase prices shall bind the
Vendors.

3.7  Subject to the provisions of the Master Agreement, the
purchase prices specified in Clauses 3.1, 3.3, 3.4 and 3.5 shall
be paid to LNZ by the New Zealand Purchaser on the First
Completion Date in accordance with Clause 19 or as otherwise
agreed between the parties.

4.   COMPLETION BALANCE SHEET

4.1  The Vendors shall as soon as reasonably possible and in any
event within 45 days of the First Completion Date prepare and
provide to KPMG a draft Auditor's Certificate (as defined in
Clause 4.2(b)  ) and a draft Completion Balance Sheet, comprising
a balance sheet of the Assets and Business Liabilities as at the
close of business on the First Completion Date.  The draft
Completion Balance Sheet will be prepared in accordance with the
principles set out in Schedule 6 and in the form set out in
Schedule 15.

4.2  The Vendors shall instruct KPMG to commence the audit
process in relation to the draft Completion Balance Sheet and
provide to the New Zealand Purchaser within 20 Business Days
after the delivery of the draft Completion Balance Sheet referred
to in Clause 4.1:

(a)  a draft audited Completion Balance Sheet (which is complete
but for signature by KPMG); and

(b)  a draft certificate (the Auditor's Certificate) from KPMG in
the form set out in Schedule 16,

(the draft Completion Balance Sheet and the draft Auditor's
Certificate referred to collectively as the Completion Accounts)

4.3(a)  For a period of 10 Business Days after delivery of the
Completion Accounts to the New Zealand Purchaser, the Vendors
must procure that KPMG allows the New Zealand Purchaser's
representatives all reasonable access to KPMG staff and working
papers, to enable the New Zealand Purchaser's representatives to
have such discussions concerning the Completion Accounts as the
New Zealand Purchaser may reasonably require.  The Vendors'
representatives will be entitled to be present at any meetings
between the New Zealand Purchaser's representatives and KPMG.

(b)  If the Completion Accounts are not disputed by the New
Zealand Purchaser within 10 Business Days of their delivery to
the New Zealand Purchaser, they shall be accepted in writing by a
director of the New Zealand Purchaser (being a director appointed
by ABH) by 5.00pm on the tenth Business Day after such delivery
and shall then be delivered in final form to both the New Zealand
Purchaser and the Vendors.  Such documents shall then comprise
the final Completion Balance Sheet and the final Auditor's
Certificate.

(c)  If the Completion Accounts are disputed by the New Zealand
Purchaser within 10 Business Days of their delivery to the New
Zealand Purchaser, the dispute shall be determined under Clause
4.4 and, following such determination, the Completion Accounts
(with such amendments as are necessary having regard to the
determination of the Expert) shall forthwith be accepted in
writing by a director of the New Zealand Purchaser (being
directors appointed by ABH) (and such Completion Accounts,
subject to any adjustment necessary to comply with the Expert's
final determination, shall then comprise the final Completion
Balance Sheet and the final Auditor's Certificate.

4.4(a)  In the event of any difference of opinion or dispute
(dispute) between the Vendors and the New Zealand Purchaser
regarding the compliance of the Completion Accounts with the
principles set out in Schedule 6, the New Zealand Purchaser may
give notice thereof to the Vendors, within the 10 Business Day
period referred to in Clause 4.3(a)  , in accordance with Clause
4.4(e)  .  If the Vendors and the New Zealand Purchaser have not
resolved that dispute within 6 Business Days of the New Zealand
Purchaser having notified the Vendors of the same, then the
dispute must promptly be submitted for determination to the
President for the time being of the New Zealand Society of
Accountants or his nominee (such nominee being a partner of Ernst
& Young or Price Waterhouse with not less than 10 years relevant
experience) (the Expert), who will determine the matter or
matters in dispute having regard to the principles set out in
Schedule 6.

(b)  The Expert will be instructed to finish his determination no
later than 10 Business Days after his appointment.

(c)  The Expert will act as an expert and not as an arbitrator,
and his written determination will be final and binding on the
parties in the absence of manifest error and the Completion
Accounts will thereupon be deemed to be amended accordingly.

(d)  The cost of such determination by the Expert will be borne
by the Vendors and the New Zealand Purchaser in such manner as
the Expert determines (having regard to the merits of the
dispute).

(e)  Notice of any dispute given under Clause 4.4(a)   must:

(i)  detail each of the matters in dispute; and

(ii)ascribe a separate dollar value to each of those matters.

(f)  Despite any other provision of this Agreement, the New
Zealand Purchaser is not entitled to dispute any item in the
Completion Accounts unless the amount disputed in relation to
that item is greater than $ [CT REQUESTED].

5.   LICENCES PERMITS AND OTHER AUTHORITIES

The Vendors shall, if requested by the New Zealand Purchaser,
assist the New Zealand Purchaser to obtain all licences, permits,
quotas, consents and other authorisations required under any
statute or regulation for it to be able to carry on the Business
and to use the Assets in the manner in which (in each case) the
Vendors have previously done.

6.   LEASE AGREEMENTS

6.1  Prior to First Completion the Vendors shall pay the charges
provided for in, and comply with the other obligations binding on
them under, the Leases.  The Vendors shall indemnify the New
Zealand Purchaser against all Liabilities which may be incurred
by the New Zealand Purchaser for any default under any of the
Leases occurring either prior to First Completion or after First
Completion as a result of an act or omission of the defaulting
Vendor prior to First Completion.

6.2  The Vendors must use their best endeavours to obtain all
consents which may be required to assign the Leases to the New
Zealand Purchaser on or before the First Completion Date or as
soon as practicable thereafter on terms acceptable to the New
Zealand Purchaser.

6.3  If the Vendors cannot obtain a necessary consent to enable
them to assign a Lease to the New Zealand Purchaser by 31 May
1996 or such later date as the parties agree, the relevant Vendor
and the New Zealand Purchaser shall meet together and negotiate
in good faith with a view to determining an alternative method by
which the transfer to the New Zealand Purchaser of the Vendor's
rights, and the assumption by the New Zealand Purchaser of the
Vendor's obligations under such Lease, can in substance be
achieved.

6.4  After First Completion the New Zealand Purchaser shall:

(a)  pay the charges provided for in, and comply with all other
obligations of the Vendors under, the Leases; and

(b)  keep the Vendors indemnified against all Liabilities which
may be incurred by the Vendors in respect of any default by the
New Zealand Purchaser under any of the Leases occurring after
First Completion.

6.5  The parties acknowledge that the terms of an assignment of a
Property Lease to the New Zealand Purchaser shall:

(a)  include a provision (in a form acceptable to the relevant
Vendor) releasing the Vendor from any obligations under the
Property Lease unless such a provision is unacceptable to the
lessor of that Property Lease;

(b)  if required by the lessor of that Property Lease, include a
provision requiring the relevant Vendor to confirm or acknowledge
that it remains liable in respect of any obligations under the
Property Lease; and

(c)  if required by the lessor of that Property Lease, include a
provision requiring a guarantee of the obligations of the New
Zealand Purchaser from any of the Australian Purchasers or the
Purchaser's Guarantor or any other form of security in respect of
the obligations of the New Zealand Purchaser provided that this
Clause shall in no way require ABN or ABH to provide a guarantee
of the obligations of the New Zealand Purchaser under any
Property Lease.

6.6  The parties shall co-operate with each other and shall use
their reasonable endeavours to obtain the agreement of the lessor
of a Property Lease to the inclusion of the provision described
in Clause 6.5(a)   in the terms of any assignment of a Property
Lease to the New Zealand Purchaser but the parties acknowledge
that the obligation to use reasonable endeavours in accordance
with this Clause 6.6 shall at all times be performed consistently
with the parties desire that the conditions referred to in Clause
13 should be satisfied by 31 May 1996 or such later date as the
parties agree.

6.7This Clause does not apply to the [CT REQUESTED], the [CT
REQUESTED] and the [CT REQUESTED].

7.   FIRST COMPLETION

7.1  Subject to Clause 13, First Completion will take place on
the First Completion Date at the offices of the Vendors'
solicitors, Russell McVeagh McKenzie Bartleet & Co of The
Shortland Centre, 51-53 Shortland Street, Auckland, New Zealand
or at any other place as the Vendors and the New Zealand
Purchaser may agree.

7.2  At First Completion:

(a)  the Vendors shall deliver to the New Zealand Purchaser:

(i)  releases of any Security Interests affecting the Assets from
all persons holding them;

(ii)  duly executed notices of change of ownership of all motor
vehicles sold in registrable form together with any warrants of
fitness required to be obtained in relation to those motor
vehicles;

(iii)  duly executed deeds of assignment of the Trade Marks and
the Patents and Designs which are registered or the subject of
applications for registration in New Zealand;

(iv)  the certificates of registration or deeds of letters patent
(as the case may be) for the registered Trade Marks and the
registered Patents and Designs (or, in the case of lost
certificates of registration or deeds of letters patent (as the
case may be) for New Zealand registered Trade Marks or New
Zealand registered Patents and Designs,

(a)  a certified copy of the extract of the relevant register
relating to the registration stating that the certified copy is
to replace the original certificate or deed (at the cost of the
Vendors); or

(b)  a statutory declaration, signed on behalf of the relevant
Vendor, in a form acceptable to the New Zealand Patent Office
which will enable the New Zealand Purchaser to obtain either a
replacement certificate of registration or deed of letters patent
or a certified copy of an extract of the relevant register
stating that a certified copy will replace the original
certificate or deed or which will enable the New Zealand
Purchaser to be recorded as the proprietor of the relevant Trade
Mark, Patent and Design without a need to produce the certificate
of registration or deed of letters patent (at the cost of the
Vendors);

(v)  duly executed assignments of the Hiring Agreements for which
the Vendors have been able to obtain consents from the owners of
the Hired Plant and Equipment to the assignment of the Hiring
Agreements;

(vi)  duly executed assignments of the Property Leases for which
the Vendors have been able to obtain consents from the lessors
under the Real Property Leases to the assignment of the Real
Property Leases;

(vii)  duly executed novations or assignments (as the case may
be) of the Business Contracts for which the Vendors have been
able to obtain consents to such novations or assignments from the
other parties to such Business Contracts;

(viii)  each item of Plant and Equipment, Hired Plant and
Equipment and Trading Stock at the Sites or at any other place as
the Vendors and the New Zealand Purchaser may agree;

(ix)  subject to Clause 23, the Business Records at the Sites or
at any other place as the Vendors and the New Zealand Purchaser
may agree;

(x)  details of the customers of the Business;

(xi)  the Technical Data and so much of the Advertising Material
as is in its possession and in respect of the remainder will
direct the person in whose possession it is to make it available
to the New Zealand Purchaser on request;

(xii)  other duly executed deeds, instruments and documents as
may properly be required to vest legal and beneficial ownership
of all of the Assets in the New Zealand Purchaser;

(b)  subject to the due performance by the Vendors of the
obligations on their part to be performed under paragraph (a)  
the New Zealand Purchaser will pay the amount of the purchase
price which is payable on the First Completion Date, subject to
such adjustments as are provided for in this Agreement.

7.3After First Completion, the Vendors shall execute all
documents, forms and authorisations and depose to or swear all
declarations or oaths, in a form prepared by the New Zealand
Purchaser, as may be reasonably required to procure the
registration of the New Zealand Purchaser as the proprietor of
any Trade Mark or Patent and Design in a country other than New
Zealand, in the jurisdiction in which the registration or
application for registration for that Trade Mark or Patent and
Design exists.

7.4First Completion of the sale and purchase of each Asset is
dependent on the simultaneous completion of the sale and purchase
of each other Asset.

7.5If requested by the Vendors not less than seven days before
First Completion, the New Zealand Purchaser will immediately make
application to the other party to any agreement which is to be
assigned to the New Zealand Purchaser under this Agreement for
approval to the assignment.

7.6The Purchasers will co-operate fully with the Vendors in
endeavouring to obtain all consents and other approvals which may
be required or contemplated in connection with the transactions
provided for in this Agreement.

8.      PASSING OF PROPERTY

8.1Property in all of the Assets will pass to the New Zealand
Purchaser (and, in particular, the New Zealand Purchaser will
become entitled to the benefit of the Goodwill) on payment by the
New Zealand Purchaser of the amount payable on the First
Completion Date.

9.   RISK

All Assets remain at the risk of the Vendors until First
Completion.

10.   BOOK DEBTS

10.   1The Book Debts will remain the property of the Vendors and
the Vendors

may require payment, and institute proceedings for the recovery,
of any such Book Debts.

10.2The Vendors request and authorise the New Zealand Purchaser
to collect

and receive payment of any of the Book Debts and in the ordinary
course of carrying on the Business, the New Zealand Purchaser
shall, for a period of three months after the First Completion
Date, use its best endeavours to collect those debts.

10.3If, after First Completion, the New Zealand Purchaser
receives any amount which is expressed to be made in payment of
any Book Debt, the New Zealand Purchaser shall pay it to the
relevant Vendor within 7 days of receipt and in the meantime
shall hold it in trust for that Vendor.

10.4If, after First Completion, the New Zealand Purchaser
receives a payment from any customer of the Business which is not
expressly appropriated by the customer in favour of a Vendor or
the New Zealand Purchaser, then that payment will be applied in
payment of the Book Debts (other than a Book Debt subject to a
dispute in good faith).

10.5The Vendors shall forward to each customer of the Business
who at First Completion is indebted to the Vendors a letter in a
form approved by the New Zealand Purchaser advising those
customers of the sale contemplated by this Agreement.

11.MOTOR VEHICLES

The cost of any notice of change of ownership and any warrant of
fitness required to be obtained in relation to any motor vehicle
shall be borne by the Vendors but the costs of the preparation
and lodging of any notices of acquisition or other documents
required to be lodged under the relevant motor vehicle
legislation and all stamp and other duties payable with respect
to the transfer of ownership of the vehicles shall be borne by
the New Zealand Purchaser.

12.   EMPLOYEES

12.1At least 14 Business Days prior to First Completion, the New
Zealand Purchaser will offer or procure an offer of employment,
conditional on First Completion and effective from First
Completion, to all of the employees listed in the Employee List
and any other persons employed by the Vendors in relation to the
Business prior to First Completion on terms and conditions which
are no less favourable than the terms of employment of, and
involve substantially the same duties as those of, the employee
with CNZ, Kiwi or LNZ (as the case may be) at the First
Completion Date.

12.2If any employee accepts an offer of employment made pursuant
to Clause 12.1 (an "acquired employee") then CNZ, Kiwi or LNZ (as
the case may be) shall immediately release that employee from his
or her employment with effect from First Completion.

12.3Each party shall use its best endeavours to ensure that all
of the employees to whom offers of employment are made pursuant
to Clause 12.1, accept the offers made.

12.4The Vendors shall be responsible (and shall indemnify the New
Zealand Purchaser against all claims) for:

(a)  the salary and wages (including any allowances or benefits)
of all the acquired employees arising from service in respect of
the period up to and including the First Completion Date, from
which date the New Zealand Purchaser will be responsible for
them; and

(b)  all taxes (including fringe benefits tax and P.A.Y.E.)
payable on the salary and wages (including any allowances or
benefits) of all the acquired employees arising from service in
respect of the period up to and including the First Completion
Date (whether such taxes become due before, on or after the First
Completion Date).

12.5Subject to performance of the obligations of the Vendors
under Clause 12.4, the New Zealand Purchaser shall indemnify the
Vendors against all claims for:

(a)  salary and wages (including any allowances or benefits),
holiday pay (including applicable loadings), and other leave
entitlements which are or may become payable to any acquired
employee under any contract of employment or statutory
entitlement arising from service after the First Completion Date;
and

(b)  all taxes (including fringe benefits tax and payroll tax)
payable on the salary and wages (including any allowances or
benefits) of all the acquired employees arising from service
after the First Completion Date.

12.6The Vendors shall indemnify the New Zealand Purchaser against
all Liabilities in respect of all accident compensation, common
law and any other claims in relation to any acquired employee
arising from service prior to and including the First Completion
Date (but excluding any accident compensation premiums in respect
of any period after the First Completion Date).  The New Zealand
Purchaser shall indemnify the Vendors against all Liabilities in
respect of all accident compensation, common law and any other
claims in relation to any acquired employee arising from service
after the First Completion Date.

12.7(a)  The New Zealand Purchaser shall use its best endeavours
to procure that the trustee of the relevant New Zealand
Purchaser's Fund offers all Transferring Members membership in
the relevant New Zealand Purchaser's Fund as from the First
Completion Date.

(b)  The trustee's offer under paragraph (a)   to Transferring
Members shall be on terms under which the Transferring Member
may, if he or she so elects, have paid to the New Zealand
Purchaser's Fund his or her Transfer Amount under the relevant
[CT REQUESTED].

(c)  The Transfer Amount transferred pursuant to paragraph (b)  ,
and any interest payable on the Transfer Amounts under Clause
12.11, must be:

(i)  in relation to Transferring Members who are members of the
[CT REQUESTED] Retirement Plan or the [CT REQUESTED], fully
vested in the relevant Transferring Member upon the Transferring
Member ceasing to be a Member of the relevant New Zealand
Purchaser's Fund; or

(ii)  in relation to Transferring Members who are members of the
[CT REQUESTED] Plan, fully vested in the relevant Transferring
Member and must be preserved to the same extent applicable under
the [CT REQUESTED] Plan.

12.8LNZ and CNZ shall use their best endeavours to ensure that
the trustees of the CNZ Funds comply with their obligations under
their respective trust deeds and that they co-operate with the
New Zealand Purchaser in the performance by the New Zealand
Purchaser of its obligations under Clause 12.7.

12.9As soon as practicable after the First Completion Date LNZ
must cause the CP Actuary to make a calculation, as at that date,
of the Transfer Amount in respect of each Transferring Member who
is a member of the Containers Packaging Superannuation Benefits
Plan.

12.10In the event of the New Zealand Purchaser's Actuary
disputing the calculation by the CP Actuary under Clause 12.9 the
dispute is to be determined by an actuary appointed jointly by
LNZ and the New Zealand Purchaser or, if they do not agree on the
person to be appointed within fourteen (14) days of one party
requesting appointment, the actuary appointed by the President
for the time being of the Institute of Actuaries of Australia at
the request of either LNZ or the New Zealand Purchaser.  The
decision of the actuary is to be conclusive and binding on the
parties, in the absence of manifest error, and is to apply in
substitution for the amounts calculated under Clause 12.9.  LNZ
and the New Zealand Purchaser must each pay one half of the
actuary's costs and expenses in connection with the reference. 
The actuary is to be appointed as an expert and not as an
arbitrator.  The actuary will have an absolute discretion in
deciding the procedures for determination of the dispute.

12.11LNZ and CNZ shall use their reasonable endeavours to procure
that the

relevant trustee of the CNZ Funds pays to the trustee of the
relevant New Zealand Purchaser's Fund by the LNZ and CNZ Payment
Date, in respect of each Transferring Member who accepts the
offer under paragraph (a)   of Clause 12.7, the Transfer Amount
calculated as at the First Completion Date together with interest
(accruing daily) on the Transfer Amount from the First Completion
Date until payment at the percentage rate equal to the current
declared earning rate of the relevant CNZ Fund.

12.12Subject to receipt of the Transfer Amount by the relevant
New Zealand

Purchaser's Fund under Clause 12.11 the New Zealand Purchaser
shall ensure that the relevant New Zealand Purchaser's Fund
confers benefits on Transferring Members, in respect of benefit
accruals and terms from the First Completion Date, which as a
whole are no less favourable than those applicable to the
Transferring Members under the relevant CNZ Fund as at the First
Completion Date.

12.13If the total of the Transfer Amounts payable to the trustee
of the relevant New Zealand Purchaser's Fund under Clauses 12.7
and 12.11 (including any interest payable on the Transfer Amounts
under Clause 12.11), is not paid in full on the LNZ and CNZ
Payment Date, LNZ and CNZ (as the case may be) shall pay to the
trustee of the relevant New Zealand Purchaser's Fund by close of
business on the seventh day after the LNZ and CNZ Payment Date an
amount equal to:

(a)  any shortfall between the payments made by the trustees of
the CNZ Funds to the trustee of the relevant New Zealand
Purchaser's Fund, under Clause 12.11, and the total of the
Transfer Amounts (including any interest payable on the Transfer
Amounts under Clause 12.11); or

(b)  if no Transfer Amounts are paid, the total of the Transfer
Amounts (including any interest payable on the Transfer Amounts
under Clause 12.11).

PROVIDED THAT the shortfall amount or the total of the Transfer
Amounts (including any interest payable on the Transfer Amounts
under Clause 12.11) (as the case may be) shall be adjusted to
cover the period between the LNZ and CNZ Payment Date and the
date on which payment is actually made.  If the payment by LNZ
and CNZ (as the case may be) will attract tax in the New Zealand
Purchaser's Fund it shall be increased so that the amount
remaining after provision for tax represents the shortfall amount
or the total of the Transfer Amounts (including any interest
payable on the Transfer Amounts under Clause 12.11) (as the case
may be).

12.14For the purposes of this Clause 12, the following
expressions shall have the following meanings:

[CT REQUESTED] means:

(i)  the [CT REQUESTED];

(ii)  the [CT REQUESTED], established by [CT REQUESTED]; and

(iii)  the [CT REQUESTED], which is a superannuation fund
established and operated by [CT REQUESTED] Australia.

CP Actuary means the actuary (or company or firm making available
the advice of an actuary) appointed in accordance with the
provisions of the trust deed of the Containers Packaging
Superannuation Benefits Plan.

LNZ and CNZ Payment Date means the date or dates which is or are
fourteen (14) days after the First Completion Date.

New Zealand Purchaser's Actuary means an actuary (or a company or
firm making available the advice of an actuary) appointed by the
New Zealand Purchaser for the purposes of this Clause 12.

New Zealand Purchaser's Fund means, in respect of each
Transferring Member, a superannuation fund or funds which is or
are:

(i)  complying with all relevant legislation; or

(ii)  capable of complying with all relevant legislation; and

(iii)  nominated in writing by the New Zealand Purchaser not less
than five Business Days prior to the First Completion Date in
respect of that Transferring Member, or in respect of a class of
Transferring Members which includes that Transferring Member.

Transfer Amount means as at the First Completion Date:

(c)  in the case of Transferring Members who are members of the
[CT REQUESTED], an amount equal to the sum of the Transferring
Member's Member Account and the Transferring Member's Employer
Account;

(d)  in the case of Transferring Members who are members of the
[CT REQUESTED] an amount equal to the sum of the Transferring
Member's Member Accumulation and the Transferring Member's
Employer Accumulation; and

(e)  in the case of Transferring Members who are members of the
[CT REQUESTED] Plan:

(i)  if the Transferring Member has any accumulation account
balances, the aggregate of the Transferring Member's total
accumulation account balances (where appropriate) in the [CT
REQUESTED] Benefits Plan at the First Completion Date including
the Transferring Member's:

1.   Accumulation Account as defined in the trust deed of the [CT
REQUESTED];

2.   [CT REQUESTED] Account Balance as defined in the trust deed
of the [CT REQUESTED]; and

3.   [CT REQUESTED] Balance as defined in the trust deed of the
[CT REQUESTED]; and

(ii)  if the Transferring Member has any other benefit or
interest in the [CT REQUESTED] an amount equal to the
Transferring Member's actuarial reserve under the [CT REQUESTED]
as determined in accordance with Clauses 12.9 and 12.10. 

PROVIDED HOWEVER that if the New Zealand Purchaser's Actuary
considers that the methodology or assumptions used for the
purposes of this definition, and set out in this paragraph (c)  ,
are manifestly unreasonable and has notified LNZ prior to the
date five days prior to the First Completion Date of the basis on
which the New Zealand Purchaser's Actuary considers that the
methodology or assumptions are manifestly unreasonable, then:

(iii)  LNZ and the New Zealand Purchaser shall meet forthwith to
attempt to resolve the disagreement;

(iv)  if the disagreement is not resolved pursuant to sub-
paragraph (iii)   of this paragraph (c)   within fourteen (14)
Business Days after the date five days prior to the First
Completion Date, then, unless the parties agree within a further
five (5) Business Days on the person to be appointed as the
actuary to determine the matter the actuary shall be appointed by
the President for the time being of the Institute of Actuaries of
Australia at the request of either LNZ or the New Zealand
Purchaser;

(v)  if an actuary is appointed pursuant to sub-paragraph (iv)  
of this paragraph (c)   the actuary shall be bound to accept the
methodology and the assumptions used for the purposes of this
definition, and set out in this paragraph (c)  , unless the New
Zealand Purchaser satisfies the actuary that the methodology or
those assumptions are manifestly unreasonable.  The determination
of the actuary in this regard shall be conclusive and binding on
the parties;

(vi)  if the New Zealand Purchaser satisfies the actuary in
accordance with sub-paragraph (v)   of this paragraph (c)   that
the methodology or assumptions used for the purposes of this
definition, and set out in this paragraph (c)  , are manifestly
unreasonable then the actuary shall determine the appropriate
methodology or assumptions (as the case may be) having regard to
all relevant considerations.  The decision of the actuary in this
regard shall be conclusive and binding on the parties, in the
absence of manifest error, and is to apply in substitution for
the terms of this definition;

(vii)  the actuary shall have an absolute discretion in deciding
the procedures for determining the disagreement;

(viii)  the actuary is to be appointed as an expert and not as an
arbitrator;

(ix)  the actuary shall make a determination under sub- paragraph
(v)   of this paragraph (c)  , and if required under
sub-paragraph (vi)   of this paragraph (c)  , within ten (10)
Business Days, or such longer period as the parties may agree,
after the actuary's appointment;

(x)  the costs and expenses associated with the actuary's
appointment shall be paid as follows:

1.   if the actuary is not satisfied as required by sub-paragraph
(v)   of this paragraph (c)   - by the New Zealand Purchaser; and

2.   in all other cases - LNZ and the New Zealand Purchaser shall
each pay one half.

Transferring Member means a member of any of the CNZ Funds who
accepts the New Zealand Purchaser's offer of employment made
pursuant to Clause 12.1.   

13.   CONDITIONS

13.1This Agreement is conditional on:

(a)  ABN Security Pty Ltd, ABN Holdings Pty Ltd, ABN Pacific Pty
Ltd and the Purchaser's Guarantor executing on the date of this
Agreement the Australian Sale Agreement (it being acknowledged
that First Completion of this Agreement is conditional upon
completion of the Australian Sale Agreement and vice versa);

(b)  the novation or assignment of the Material Contracts to the
New Zealand Purchaser;

(c)  no material adverse change in the Assets, the Liabilities,
trading or financial position, profitability, operations,
management or prospects of the Business taking place between the
date of execution of this Agreement and the First Completion Date
resulting in the Senior Debt Provider(s) failing to provide
funding to the New Zealand Purchaser, the Business Purchaser, the
Fortronic Shares Purchaser or the Purchaser's Guarantor in
accordance with the terms of the Senior Debt Facilities Terms
Sheet;

(d)  the execution of such documents as LM shall require
providing for the advance by LM or its nominee of funds to the
Purchaser's Guarantor upon such terms and conditions as LM shall
reasonably require provided that the terms and conditions are
consistent with the terms set out in the Subordinated Debt Terms
Sheet; and

(e)  if there is a Shortfall (as defined in the Underwriting
Agreement), the execution of a Shareholders Agreement by ABNH and
LM or its nominee substantially on the terms set out in the terms
sheet contained in Schedule 2 to the Underwriting Agreement.

13.2The New Zealand Purchaser may waive any of the conditions
referred to in Clauses 13.1(b)  -(c)   inclusive.

13.3The parties shall each co-operate with the other and do all
things reasonably necessary to procure that this Agreement does
become binding under this Clause.

13.4Without limiting the generality of Clause 13.3:

(a)  every party shall make all necessary and appropriate
applications and supply all necessary and appropriate information
for the purpose of enabling this Agreement to become binding
under this Clause;

(b)  no party may withdraw or procure the withdrawal of any
application made or information supplied under paragraph (a)   of
this Clause 13.4;

(c)  no party may take any action that would or would be likely
to prevent or hinder completion of this Agreement if this
Agreement becomes binding; and

(d)  each party shall supply to the other copies of all
applications made and all information supplied for the purpose of
enabling this Agreement to become binding under this Clause.

13.   5If any of the conditions referred to in this Clause have
not been fulfilled by 31 May 1996 or such later date as the
parties agree, this Agreement will cease and be of no further
effect and afterwards no party will have any rights or
obligations under it except that the New Zealand Purchaser and
the Purchaser's Guarantor shall ensure that all information
obtained by any of them (or any of their employees or agents)
relating to the Business and the Assets, is kept entirely secret
and confidential and is not disclosed nor made use of in any way
or by any person without the prior consent of the Vendors.

14.   NON-COMPETITION

14.1For the sole purpose of protecting the New Zealand Purchaser
in respect of the Goodwill of the Business, the Vendors hereby
undertake to the New Zealand Purchaser that neither they nor any
of their Related Bodies Corporate will for a period of:

(a)  [CT REQUESTED];

(b)  [CT REQUESTED];

(c)  [CT REQUESTED];

(d)  [CT REQUESTED];

(e)  [CT REQUESTED];

and within:

(i)  the State of [CT REQUESTED];

(ii)  the State of [CT REQUESTED];

(iii)  the State of [CT REQUESTED];

(iv)  the State of [CT REQUESTED];

(v)  the State of [CT REQUESTED];

(vi)  the State of [CT REQUESTED];

(vii)  the [CT REQUESTED];

(viii)  the [CT REQUESTED];

(ix)  anywhere in the [CT REQUESTED];

(x)  anywhere in [CT REQUESTED];

(xi)  anywhere in [CT REQUESTED];

(xii)  anywhere in [CT REQUESTED];

(xiii)  anywhere in [CT REQUESTED];

(xiv)  anywhere in [CT REQUESTED];

(xv)  anywhere in [CT REQUESTED];

(xvi)  anywhere in [CT REQUESTED];

(xvii)  anywhere in the [CT REQUESTED];

(xvii)  anywhere in [CT REQUESTED];

(xix)  anywhere in [CT REQUESTED];

(xx)  anywhere in [CT REQUESTED];

(xxi)  anywhere in [CT REQUESTED];

(xxii)  anywhere in [CT REQUESTED];

(xxiii)  anywhere in [CT REQUESTED];

(xxiv)  anywhere in [CT REQUESTED];

(xxv)  anywhere in [CT REQUESTED]; or

(xxvi)  anywhere in [CT REQUESTED] other than (xi)  -(xxv)
(inclusive);

do any one or more of the following:

(a)  be directly or indirectly engaged, concerned or interested
whether on their own account or as a member, shareholder,
consultant, agent, beneficiary, trustee or otherwise in any
enterprise, corporation, firm, trust, joint venture or syndicate
which is [CT REQUESTED];

(b)  on their own account or for any person, enterprise, firm,
trust, joint venture or syndicate [CT REQUESTED];

(C)on their own account or for any person, enterprise, firm,
trust, joint venture or syndicate [CT REQUESTED];

(D)on their own account or for any person, enterprise, firm,
trust, joint venture or syndicate [CT REQUESTED];

(E)personally or by their employees or agents or by circulars,
letters or advertisements whether on their own account or for any
other person, enterprise, firm, trust, joint venture or syndicate
[CT REQUESTED]; or

(F)use any Trade Mark or any trade mark which is substantially
identical or deceptively similar to a Trade Mark:

(i)  where that trade mark is registered for goods, in respect of
the same goods or goods of the same description as or services
which are closely related to the goods for which the Trade Mark
is registered or applied for (as the case may be); or

(ii)  where that trade mark is registered for services, in
respect of services the same as or of the same description as or
goods closely related to the services for which the Trade Mark is
registered or applied for (as the case may be);

except that the foregoing will not restrict the Vendors nor any
of their Related Bodies Corporate from either directly or
indirectly:

(aa)holding or acquiring in aggregate not more than [CT
REQUESTED] of the issued ordinary shares in the capital of any
body corporate listed on any stock exchange of any of the
countries referred to in Clause 14.1;

(bb)holding or acquiring shares in any corporation or an interest
in any entity that conducts a business referred to in paragraph
(a)   above:

(i)  which business comprises less than [CT REQUESTED] of the
annual gross sales of such corporation or entity from time to
time;  or

(ii)  which business comprises more than [CT REQUESTED] of the
annual gross sales of such corporation or entity if that business
is disposed of to a party other than the Vendors or any Related
Body Corporate of the Vendors within 18 months after reaching
that percentage; or

(cc)holding or acquiring shares or securities in the New Zealand
Purchaser or any Related Body Corporate of the New Zealand
Purchaser.

14.2The Vendors acknowledge that each of the prohibitions and
restrictions

contained in the provisions of Clause 14.1:

(a)  will be read and construed and will have effect as a
separate severable and independent prohibition or restriction and
will be enforceable accordingly;

(b)  is reasonable as to period, territorial limitation and
subject matter;  and

(c)  confers a benefit on the New Zealand Purchaser which is no
more than that which is reasonably and necessarily required by
the New Zealand Purchaser for the maintenance and protection of
the Goodwill sold to the New Zealand Purchaser under this
Agreement.

It is the intention of the parties that all combinations of the
prohibitions and restrictions will apply and be enforceable and
that only those which a court, in exercising its discretion, may
hold to be an unreasonable restraint of trade will be severed.

15.   OBLIGATIONS OF THE VENDORS IN RELATION TO THE BUSINESS
PRIOR TO THE FIRST COMPLETION DATE

Prior to the First Completion Date, except as expressly disclosed
in this Agreement or consented to by the New Zealand Purchaser
(such consent not to be unreasonably withheld), the Vendors:

(a)  shall procure that the Business is conducted only in the
ordinary course, which includes the maintenance of all existing
insurance policies;

(b)  shall use all reasonable endeavours to preserve the
Goodwill;

(c)  shall not enter into a capital commitment involving an
amount in excess of $ [CT REQUESTED] or declare itself trustee of
or encumber any assets or dispose of or deal with any assets
other than in the ordinary course of business and for full market
value or make any unusual or extraordinary expenditures;

(d)  shall not enter into or terminate any contract or commitment
or engage in any activity or transaction not in the ordinary
course of business; and

(e)  shall procure that the Business is conducted so as to comply
in all material respects with all applicable laws and
regulations.

16.   SUBSISTING ORDERS AND CONTRACTUAL OBLIGATIONS

16.1The Vendors must use their best endeavours to enable the New
Zealand Purchaser to obtain the full benefit of the Business
Contracts from the close of business on the First Completion
Date.  The Vendors must also use their best endeavours to obtain
an assignment or novation of each Business Contract to the New
Zealand Purchaser on or before the First Completion Date or as
soon as practicable after the First Completion Date on terms
reasonably acceptable to the New Zealand Purchaser.

16.2If the Vendors cannot obtain a necessary consent to enable
them to assign or novate a Business Contract to the New Zealand
Purchaser by 31 May 1996 or such later date as the parties may
agree, the Vendors and the New Zealand Purchaser shall meet
together and negotiate in good faith alternative arrangements for
conferring the benefit of such Business Contract upon the New
Zealand Purchaser.

16.3The Vendors shall indemnify the New Zealand Purchaser against
all Liabilities which may be incurred by the New Zealand
Purchaser in relation to any breach of or failure to fulfil any
of the Business Contracts occurring either prior to First
Completion or after First Completion as a result of an act or
omission of the Vendors prior to First Completion.

16.4As from First Completion, the New Zealand Purchaser is
entitled to the

benefit of:

(a)  all contracts (other than contracts of the type specifically
dealt with elsewhere in this Agreement and any contracts for the
provision of financial accommodation to the Vendors) entered into
in the ordinary course of business by the Vendors in connection
with the Business and subsisting at that time;

(b)  all orders received by the Vendors in the ordinary course of
business for the supply of goods or services by the Business and
remaining unsatisfied at that time;  and

(c)  all orders placed by the Vendors in the ordinary course of
business for the supply of goods or services to the Business and
remaining unsatisfied at that time.

16.5As from First Completion, the New Zealand Purchaser shall
assume responsibility for performance of the contracts and orders
referred to in Clause 16.4 and the Business Contracts and shall
indemnify the Vendors against all Liabilities which may be
incurred by the Vendors in relation to any breach of or failure
to fulfil any such contract or order occurring after First
Completion.

17.LIABILITIES OF THE VENDORS

17.1Subject to Clause 17.2, from First Completion the New Zealand
Purchaser assumes responsibility for the Business Liabilities up
to the maximum amount for the Business Liabilities shown in the
Final Completion Balance Sheet.  The New Zealand Purchaser
indemnifies the Vendors and agrees to hold harmless the Vendors
from and against all liability or loss arising directly or
indirectly from, and any costs, charges and expenses incurred by
them in connection with, such Business Liabilities.

17.2Other than the liabilities that the New Zealand Purchaser
assumes pursuant to Clause 17.1, all Liabilities of the Vendors
in connection with the Business remain the responsibility of the
Vendors and subject to the provisions of the Master Agreement,
the Vendors indemnify the New Zealand Purchaser against all such
Liabilities.

17.3The indemnities given in this Clause:

(a)  do not apply in respect of any breach by the Vendors of any
Warranty or any Liability incurred by any person as a result of a
breach of a Warranty; and

(b)  are not affected by any Vendor Disclosed Material.

18.   WARRANTIES

18.1The Vendors represent and warrant to the New Zealand
Purchaser (who as

a result have been induced to enter into this Agreement) that
except as expressly disclosed in this Agreement or consented to
by the New Zealand Purchaser each of the statements made in Part
1 of Schedule 5 is correct in all material respects.

18.2All warranties and conditions which would otherwise be
implied in this

Agreement are excluded to the maximum extent permitted by law and
the New Zealand Purchaser acknowledges that:

(a)  neither the Vendors nor any person acting on their behalf
has made any representation or given any warranty in relation to
the Assets or Business other than the representations and
warranties expressly contained in this Agreement; and

(b)  it has made, and relies upon, its own searches,
investigations and enquiries in respect of the Assets and the
Business.

18.3To the maximum extent permitted by law, the New Zealand
Purchaser irrevocably waives any right it may have to bring an
action under the Companies Act 1955, the Companies Act 1993, the
Fair Trading Act 1986 or at common law in respect of any
representation or statement made by the Vendors or any of their
directors, employees, agents or advisers.

18.4The Vendors shall indemnify the New Zealand Purchaser against
all Liabilities which may be incurred by the New Zealand
Purchaser as a result of a breach of this Clause.

18.5Each of the Warranties given by the Vendors in respect of the
Assets or the Business and each of the warranties given by the
New Zealand Purchaser and the Purchaser's Guarantor:

(a)  will, subject to Clause 18.6, remain in full force and
effect after the First Completion Date despite First Completion; 
and

(b)  is given as at the date of this Agreement and as at the time
immediately before First Completion.

18.6Despite any other provision of this Agreement:

(a)  subject to paragraph (b)  , the Vendors are not liable to
make any payment (whether by way of damages or otherwise) for any
breach of any representation or warranty unless a claim is made
in writing by the New Zealand Purchaser (setting forth in
reasonable detail the nature of the claim and the damages sought
to the extent the amount can reasonably be determined) on or
before the date 18 months after the First Completion Date;

(b)  the Vendors are not liable to make any payment (whether by
way of damages or otherwise) for any breach of any Warranty in
Schedule 5 under the heading "Environment" unless a claim is made
by the New Zealand Purchaser (setting forth in reasonable detail
the nature of the claim and the damages sought to the extent the
amount can reasonably be determined) on or before the date three
years after the First Completion Date;

(c)  the Vendors are not liable to make any payment (whether by
way of damages or otherwise) for any breach of Warranty 44 under
the heading "Environment" unless the New Zealand Purchaser is
required to take action as a result of the service of a notice by
an authority administering the Environmental Law in the relevant
jurisdiction or it is necessary for the New Zealand Purchaser to
take action in order for the New Zealand Purchaser to continue to
conduct the Business as it is currently conducted;

(d)  the New Zealand Purchaser shall take all reasonable steps to
mitigate any loss which may give rise to a claim against the
Vendors for breach of or non-compliance with any of the
provisions of this Agreement, including breach of any of the
Warranties;  and

(e)  if the Vendors have made a payment to the New Zealand
Purchaser in connection with breach of any representation,
warranty or obligation and the New Zealand Purchaser receives a
payment from a third party in connection therewith, the New
Zealand Purchaser shall promptly pay to the Vendors an amount
equal to the lesser of the payment from the Vendors and the
payment from the third party.

18.7Where the New  Zealand Purchaser is entitled under this
Agreement to recover from the Vendors an amount in respect of any
loss or damage suffered by it as a result of any breach of any
representation, warranty or obligation by the Vendors and that
loss or damage is covered by an insurance policy held by the New
Zealand Purchaser, the New Zealand Purchaser shall make a claim
under the relevant policy, will assign the benefit of the policy
to the Vendors and shall co- operate with the Vendors in this
regard and the Vendors will comply with their obligations under
this Clause.  Nothing in this Clause requires the New Zealand
Purchaser to maintain any insurance policy.

18.8If a claim is made by any person against the New Zealand
Purchaser which if satisfied or paid by the New Zealand Purchaser
would permit the New Zealand Purchaser to make a claim against
the Vendors in accordance with this Agreement:

(a)  the New Zealand Purchaser shall immediately give notice of
the claim to the Vendors;  and

(b)  the Vendors shall within 21 days after receipt of that
notice either:

(i)  cause the New Zealand Purchaser to be put in sufficient
funds to satisfy or pay the claim;  or

(ii)  by notice to the New Zealand Purchaser request the New
Zealand Purchaser not to satisfy or pay the claim in whole or in
part but at the expense and direction of the Vendors to take such
action (including legal proceedings) as the Vendors may direct to
avoid, dispute, defend, appeal or compromise the claim and any
adjudication of it and the Vendors shall also cause the New
Zealand Purchaser to be immediately put (and afterwards
maintained) in sufficient funds in sufficient time to pay all
reasonable costs and expenses of the action directed by the
Vendors (excluding internally-generated costs and expenses of the
New Zealand Purchaser) and (subject to this) the New Zealand
Purchaser shall comply with the reasonable directions of the
Vendors.

18.9Each of the Warranties is subject to any Vendor Disclosed
Matters and the New Zealand Purchaser shall not have any claim
for breach of any Warranty in connection with a Vendor Disclosed
Matter.

18.10The New Zealand Purchaser represents and warrants to the
Vendors (who

as a result have been induced to enter into this Agreement) that
except as expressly disclosed in this Agreement or consented to
by the Vendors each of the statements made in Part 2 of Schedule
5 is correct in all respects.

18.11The Purchaser's Guarantor represents and warrants to the
Vendors (who

as a result have been induced to enter into this Agreement) that
except as expressly disclosed in this Agreement or consented to
by the Vendors each of the statements made in Part 3 of Schedule
5 is correct in all respects.

 19.   METHOD OF PAYMENT

All payments required to be made under this Agreement must be
tendered either in cash or by a draft or cheque drawn by a bank.

20.   KNOW HOW

20.1For the sole purpose of protecting the New Zealand Purchaser
in respect of the acquisition evidenced by this Agreement the
Vendors covenant with the New Zealand Purchaser that, subject to
Clause 20.2, they will not, after the date of this Agreement,
without the prior written consent of the New Zealand Purchaser,
disclose any of the Know How to any person other than the New
Zealand Purchaser or use any of the Know How.

20.2Clause 20.1 does not apply to and the Vendors are not in
default under

it by reason of making the following disclosures of the Know How:

(a)  so much as is now or may afterwards become in the public
domain without default by the Vendors;

(b)  so much as is reasonably disclosed by the Vendors in order
to comply with their obligations under Clause 15; and

(c)  so much as is reasonably disclosed by the Vendors under any
Court order or legislation (including any legally binding order
of any governmental or semi-governmental agency or authority).

20.3Prior to any disclosure in reliance on Clause 20.2(c)  , the
Vendors shall give notice to the New Zealand Purchaser with
details of the circumstances of the proposed disclosure and of
the relevant information to be disclosed.  The Vendors shall
(where entitled to do so) request that the information only be
disclosed on confidential terms, and shall take reasonable steps
to minimise the amount of information which is disclosed.

21.   TIME

21.   1Time is of the essence of this Agreement.  However neither
the Vendors

nor the New Zealand Purchaser is at liberty to exercise any right
or remedy (other than those set out in Clause 22) arising out of
the default of any of the others in performing or observing any
of the terms of this Agreement unless:

(a)  notice is given to the relevant party specifying the default
and stating the intention of the party giving the notice to
enforce its rights and remedies if the default is not made good
and the proper legal costs incurred by it as a result of the
default are not paid within the period specified in the notice
(being not less than 14 days from the giving of the notice);  and

(b)  the relevant party fails within that period to remedy the
default and pay those costs.

21.2If a notice is given under Clause 21.1 prior to First
Completion which

states that unless the default is remedied and the costs paid the
Agreement will be treated as having been repudiated by the party
in default, and the default is not remedied and the costs are not
paid within the period specified in the notice, then the
Agreement will be deemed to have been repudiated on the
expiration of that period.

22.   INTEREST ON DEFAULT

22.   1If any party defaults for more than seven days in payment
of any money

payable under this Agreement that party shall, if demand is made,
pay interest at the Penalty Interest Rate on the amount in
default from the time it fell due until that amount has been paid
in full.

22.2The right to require payment of interest under this Clause
will be without prejudice to any other rights and remedies of the
party requiring that payment in respect of the default.

23.   BOOKS AND RECORDS

All Business Records will become the property of the New Zealand
Purchaser except where they are required by law to be kept by the
Vendors.  As from First Completion, each party shall allow the
other parties, their advisers and representatives to have access
at all reasonable times to the Business Records and to take
extracts from or copies of them.

24.   CONFIDENTIALITY

24.1The New Zealand Purchaser undertakes to the Vendors that
prior to the First Completion Date it and its employees and
agents will keep entirely secret and confidential all information
concerning the Business and the Assets and will not disclose the
information to any person other than the Vendors and will not
make any use of, or enable any other person to make use of, that
information without the prior written consent of the Vendors.

24.2Subject to Clause 24.3 no party may make any disclosure in
relation to

the purchase price payable or any other terms of this Agreement.

24.3Clause 24.2 does not apply to any disclosure which is
required by law or by the rules of any stock exchange.

25.   SUPPLY ARRANGEMENTS

25.1The Vendors shall use their best endeavours to procure that
[CT REQUESTED] described in Schedule 20 ([CT REQUESTED]) to the
[CT REQUESTED] for a period of [CT REQUESTED] from the date of
this Agreement (the Relevant Period) on the same terms and
conditions (including those relating to prices and quantities) as
those Supply Arrangements are being provided to the Business as
at the date of this Agreement (the [CT REQUESTED]).  The New
Zealand Purchaser agrees to [CT REQUESTED] of the [CT REQUESTED]
to [CT REQUESTED] for the duration of the Relevant Period.

25.2Clause 25.1 does not apply to any services supplied pursuant
to any Business Contract that is assigned or novated to the New
Zealand Purchaser pursuant to Clause 16.

26.   COSTS AND STAMP DUTY

Each party shall bear its own costs arising out of the
negotiation, preparation and execution of this Agreement.  All
stamp duty (including fines, penalties and interest) which may be
payable on or in connection with this Agreement and any
instrument executed under this Agreement shall be borne by the
New Zealand Purchaser.

27.NO MERGER

The rights and obligations of the parties will not merge on the
completion of any transaction contemplated by this Agreement. 
They will survive the execution and delivery of any assignment or
other document entered into for the purpose of implementing any
such transaction.

28.   ASSIGNMENT

The rights and obligations of each party under this Agreement are
personal.  They cannot be assigned, encumbered or otherwise dealt
with and no party shall attempt, or purport, to do so without the
prior written consent of all parties.  For the avoidance of
doubt, this Clause does not operate to prevent the New Zealand
Purchaser from assigning, encumbering or otherwise dealing with
any of the Assets after First Completion, except to the extent
that such a transfer, encumbrance or dealing is specifically
prohibited or restricted by other Clauses of this Agreement.

29.   FURTHER ASSURANCES

Each party agrees to do all such things and execute all such
deeds, instruments, transfers or other documents as may be
necessary or desirable to give full effect to the provisions of
this Agreement and the transactions contemplated by it.

30.   ENTIRE AGREEMENT

The Transaction Documents contain the entire agreement between
the parties with respect to their subject matter and supersede
all prior agreements and understandings between the parties in
connection with them.

31.   NO WAIVER

No failure to exercise nor any delay in exercising any right,
power or remedy by a party operates as a waiver.  A single or
partial exercise of any right, power or remedy does not preclude
any other or further exercise of that or any other right, power
or remedy.  A waiver is not valid or binding on the party
granting that waiver unless made in writing.

32.NOTICES

Any notice, demand, consent or other communication (a Notice)
given or made under this Agreement:

(a)  must be in writing and signed by a person duly authorised by
the sender;

(b)  must either be delivered to the intended recipient by
prepaid post (if posted to an address in another country, by
registered airmail) or by hand or fax to the address or fax
number below or the address or fax number last notified by the
intended recipient to the sender:

(i)  to the Vendors and the Vendors' Guarantor:679 Victoria
Street Abbotsford, Victoria Australia

Attention:The Company Secretary Fax No:61 3 9320 8392

(ii)  to the New Zealand Purchaser and the Purchaser's
Guarantor:49th Floor 200 Park Avenue New York, New York, United
States of America

Attention:Mr M Weismann Fax No:1 212 582 9201

 Copy to:Level 28 525 Collins Street Melbourne, Victoria
Australia

Attention:Mr P Ickeringill Fax No:61 3 9614 1329

(c)  will be taken to be duly given or made:

(i)  in the case of delivery in person, when delivered;

(ii)  in the case of delivery by post two Business Days after the
date of posting (if posted to an address in the same country) or
seven business days after the date of posting (if posted to an
address in another country);

(iii)  in the case of fax, on receipt by the sender of a
transmission control report from the despatching machine showing
the relevant number of pages and the correct destination fax
machine number and indicating that the transmission had been made
without error,

but if the result is that a Notice would be taken to be given or
made on a day which is not a Business Day in the place to which
the Notice is sent or is later than 4.00 pm (local time) it will
be taken to have been duly given or made at the commencement of
business on the next Business Day in that place.

33.   GOVERNING LAW AND JURISDICTION

The Agreement is governed by the laws of New Zealand.  Each party
submits to the non-exclusive jurisdiction of courts exercising
jurisdiction there in connection with matters concerning this
Agreement.

34.   PURCHASER GUARANTEE

34.1Guarantee

In consideration of the Vendors entering into this Agreement and
the other Transaction Documents to which they are a party at the
request of the Purchaser's Guarantor, the Purchaser's Guarantor:

(a)  unconditionally and irrevocably guarantees to the Vendors on
demand the due and punctual performance by the New Zealand
Purchaser of all its obligations under the Transaction Documents
to which they are a party;  and

(b)  separately indemnifies the Vendors against any Liabilities
which may be incurred or sustained by the Vendors in connection
with any default or delay by the New Zealand Purchaser in the due
and punctual performance of any of its obligations under the
Transaction Documents to which they are a party.

34.2Liability unaffected by other events

The liability of the Purchaser's Guarantor under this Clause is
not affected by any act, omission or thing which, but for this
provision, might in any way operate to release or otherwise
exonerate or discharge the Purchaser's Guarantor from any of its
obligations including (without limitation) the grant to the New
Zealand Purchaser or any other person of any time, waiver or
other indulgence, or the discharge or release of the New Zealand
Purchaser or any other person from any obligation.

34.3Continuing guarantee and indemnity

This Clause:

(a)  extends to cover the Transaction Documents as amended,
varied  or replaced, whether with or without the consent of the
Purchaser's Guarantor; and

(b)  is a continuing guarantee and indemnity and, despite First
Completion remains in full force and effect for so long as any of
the Purchasers has any liability or obligation to the Vendors
under the Transaction Documents and until all of those
liabilities or obligations have been fully discharged.

35.   VENDOR GUARANTEE

35.1Guarantee

In consideration of the New Zealand Purchaser entering into this
Agreement and the other Transaction Documents to it is a party at
the request of the Vendors' Guarantor, the Vendors' Guarantor:

(a)  unconditionally and irrevocably guarantees to the New
Zealand Purchaser on demand the due and punctual performance by
the Vendors of all their obligations under the Transaction
Documents to which they are a party;  and

(b)  separately indemnifies the New Zealand Purchaser against any
Liabilities which may be incurred or sustained by the New Zealand
Purchaser in connection with any default or delay by the Vendors
in the due and punctual performance of any of their obligations
under the Transaction Documents to which they are a party.

35.2Liability unaffected by other events

The liability of the Vendors' Guarantor under this Clause is not
affected by any act, omission or thing which, but for this
provision, might in any way operate to release or otherwise
exonerate or discharge the Vendors' Guarantor from any of its
obligations including (without limitation) the grant to any of
the Vendors or any other person of any time, waiver or other
indulgence, or the discharge or release of any of the Vendors or
any other person from any obligation.

35.3Continuing guarantee and indemnity

This Clause:

(a)  extends to cover the Transaction Documents as amended,
varied  or replaced, whether with or without the consent of the
Vendors' Guarantor; and

(b)  is a continuing guarantee and indemnity and, despite First
Completion, remains in full force and effect for so long as the
Vendor has any liability or obligation to the New Zealand
Purchaser under the Transaction Documents and until all of those
liabilities or obligations have been fully discharged.

36.   COUNTERPARTS

This Agreement may be executed in any number of counterparts. 
All counterparts will be taken to constitute one instrument.

Each attorney executing this Agreement states that he or she has
no notice of the revocation of his or her power of attorney.

SIGNED by PAUL J GOODMAN as attorney for CONTAINERS PACKAGING
(N.Z.) LIMITED under power of attorney dated 22 February 1996 in
the presence of:

 PATRICK J RYAN Signature

PATRICK RYAN Print Name

) ) ) )

 PAUL GOODMAN Signature

PAUL GOODMAN Print Name



 SIGNED by PAUL J GOODMAN as attorney for LEIGH-MARDON (NZ)
LIMITED under power of attorney dated 22 February 1996 in the
presence of:

 PATRICK J RYAN Signature

PATRICK RYAN Print Name

) ) ) )

 P GOODMAN Signature

PAUL GOODMAN Print Name



 SIGNED by PAUL J GOODMAN as attorney for KIWI PACKAGING
(CARTONS) LIMITED under power of attorney dated 22 February 1996
in the presence of:

 PATRICK J RYAN Signature

PATRICK RYAN Print Name

) ) ) )

 P GOODMAN Signature

PAUL GOODMAN Print Name



 SIGNED by MICHAEL W COOK as attorney for ABN NEW ZEALAND LIMITED
under power of attorney dated 3 April 1996 in the presence of:

 P. ICKERINGILL Signature

PETER ICKERINGILL Print Name

) ) ) )

 MICHAEL COOK Signature

MICHAEL W COOK Print Name



 SIGNED by MICHAEL W COOK as attorney for AMERICAN BANKNOTE
AUSTRALASIA LIMITED under power of attorney dated 3 April 1996 in
the presence of:

 P. ICKERINGILL Signature

PETER ICKERINGILL Print Name

) ) ) )

 MICHAEL COOK Signature

MICHAEL W COOK Print Name



 SIGNED by PAUL J GOODMAN as attorney for CONTAINERS PTY LTD
under power of attorney dated 22 February 1996 in the presence
of:

 PATRICK J RYAN Signature

PATRICK RYAN Print Name

) ) ) )

 P GOODMAN Signature

PAUL GOODMAN Print Name




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission