EXHIBIT 33 Trefoil International III, SPRL Attention Mike McConnell Date: 21 October 2004 Dear Mike RE: SALE OF SHARES BY IN ANSELL LIMITED 1. SALE OF SHARES ------------------- 1.1 Trefoil International III, SPRL ("Seller") is a shareholder in Ansell...

                                                                 EXHIBIT 33

Trefoil International III, SPRL
Attention Xxxx XxXxxxxxx

Date:  21 October 2004

Dear Xxxx

RE:  SALE OF SHARES BY IN XXXXXX LIMITED

1.   SALE OF SHARES
-------------------

1.1  Trefoil  International III, SPRL ("Seller") is a shareholder in Xxxxxx
     Limited (ABN 89 004 085 330) ("Xxxxxx").  Schedule 1 of this agreement
     sets out sale shares of the Seller (the "Sale Shares").

1.2  This agreement  sets out the terms and  conditions  whereby the Seller
     appoints  Citigroup  Global Markets  Australia Pty Limited (ABN 64 003
     114 832) ("Citigroup") to:

     (a)  act as its agent to offer for sale the Sale  Shares on 21 October
          2004 ("Trade Date");

     (b)  underwrite  the sale of the Sale  Shares at $8.70 per Sale  Share
          (the  "Underwritten  Price") by procuring  subscribers for, or by
          purchasing the Sale Shares;

     (c)  conduct a  bookbuild  to  determine  the  allocation  of the Sale
          Shares  amongst  applicants  for the Sale Shares at a price to be
          determined per Sale Share by Citigroup in its absolute discretion
          ("Bookbuild Price");

     (d)  authorize  Citigroup to access the Sale Shares held by the Seller
          in  the  Issuer  Sponsored  Holding  records,   as  evidenced  by
          Shareholder  Reference Number [insert details] in order to fulfil
          settlement obligations with applicants; and

     (e)  transfer the Sale Shares to such  applicants in  accordance  with
          such allocation.

1.3  The Seller  undertakes to provide Citigroup with a current copy of the
     relevant Issuer Sponsored Holding statement as soon as practicable.

1.4  Settlement  of the Sale  Shares  will be on a T+3  basis  ("Settlement
     Date").  For the  avoidance  of doubt,  Citigroup  will  remit the net
     proceeds  of the Sale Shares to the Seller by no later than 5pm (AEST)
     on the Settlement Date.

2.   FEES AND EXPENSES
----------------------

2.1  In  consideration of Citigroup  performing its obligations  under this
     agreement, the Seller agrees to pay to Citigroup a fee of 0.25% of the
     gross  sale  proceeds  of the  Sale  Shares  plus GST  payable  on the
     Settlement  Date.  All fees payable to Citigroup will be deducted from
     the gross proceeds of the Sale Shares.

2.2  The parties  further  agree that if the  Bookbuild  Price under clause
     1.2(c)  exceeds the  Underwritten  Price,  the Seller agrees to pay to
     Citigroup  an  incentive  fee  of 33% of the  number  of  Sale  Shares
     multiplied  by the  difference  between  the  Bookbuild  Price and the
     Underwritten Price.

3.   REPRESENTATIONS AND WARRANTIES
-----------------------------------

3.1  The Seller  represents,  warrants and  undertakes  to Citigroup at all
     times up to and including the Settlement Date that:

     (a)  it has the power to enter into and comply  with all the terms and
          conditions of this agreement;

     (b)  this agreement is its valid and binding  obligation,  enforceable
          against it in accordance  with its terms subject to any necessary
          stamping or registration;

     (c)  it is the registered  holder and sole legal  beneficial  owner of
          the  Sale  Shares,  owns the Sale  Shares  free and  clear of any
          liens,  charges,   security  interests,   claims,   equities  and
          pre-emptive rights and has been the registered holder of the Sale
          Shares for a period in excess of 12 months;

     (d)  following  sale by the Seller,  the Sale Shares will rank equally
          in all respects  with all other  outstanding  ordinary  shares of
          Xxxxxx, including their entitlements to dividends;

     (e)  the  Seller  does  not at the  date of this  agreement  have  any
          non-public  information,  or  information  that is not  generally
          available,  than can  reasonably  be  expected to have a material
          impact on the price of Xxxxxx'x  securities,  and the sale of the
          Sale Shares  will not  constitute  a  violation  by the Seller of
          applicable xxxxxxx xxxxxxx laws;

     (f)  it has the complete and unrestricted  power and right to sell the
          Sale Shares under this  agreement and no person has a conflicting
          right, whether contingent or otherwise, to purchase or be offered
          for purchase the Sale Shares, or any of them;

     (g)  neither  the  Seller  or  any  of  its  directors,  officers  and
          employees  controls  Xxxxxx as  defined  in  Section  50AA of the
          Corporations Act 2001 (the "Act"); and

     (h)  neither the Seller nor its  directors,  officers and employees is
          or will be in breach of the Act  (including  but not  limited  to
          S.1043A)  or any other  applicable  law  through  the  execution,
          delivery and performance of this agreement by the Seller.

3.2  The  Seller  acknowledges  that  Citigroup  will  rely  on each of the
     warranties  given by the Seller in this  agreement in offering to sell
     the Sale Shares.

3.3  The Seller authorizes  Citigroup to inform potential  investors in the
     Sale Shares of the  representations  and warranties made by the Seller
     under this  agreement but the Seller does not  authorize  Citigroup to
     provide any further  representations  or  warranties  on the  Seller's
     behalf to third parties.

3.4  The  Seller  acknowledges  that it will be liable  to pay any,  GST or
     other  charges,  duties or imposts on the  transfer of the Sale Shares
     from the Seller (but not, for the avoidance of doubt,  any  subsequent
     transfer by Citigroup) other than any such amounts arising as a result
     of the reckless,  illegal act or omission,  breach of this  agreement,
     fraud or negligence  of Citigroup or its agents or employees,  and the
     Seller  authorizes  Citigroup to deduct the relevant  amounts from the
     Application money allocated to the Sale Shares and pay that stamp duty
     on their behalf.

4.   INDEMNITY
--------------

4.1  Subject to clause 4.2, the Seller agrees to indemnify Citigroup,  it's
     related bodies corporate,  directors,  officers and employees (each an
     "Indemnified  Party" and collectively the "Indemnified  Parties") from
     and  against  all  liabilities  (including  legal  expenses),   losses
     directly  or  indirectly  suffered  by, or  claims  made  against,  an
     Indemnified Party arising out of or in connection with:

     (a)  (breach) the Seller or any of its agents or employees  failing to
          perform or observe any of its obligations under this agreement or
          any other obligations to the Indemnified Parties binding on it;

     (b)  (misrepresentation)  any representation or warranty made or given
          by the Seller under clause 3  ("Representations  and Warranties")
          in this agreement, proving to have been untrue or incorrect; and

     (c)  (generally)  a  breach  of this  Act by the  Seller  its  agents,
          employees or contractors (including, but not limited to, sections
          1041H and 1041I) or any other  applicable  law in relation to the
          Sale Shares.

               Each of the paragraphs of this clause 4.1 ("Indemnity") will
               be construed  independently and no paragraph will be limited
               by implications arising from any other paragraph.

4.2  The  indemnity in clause 4.1 does not extend to and will not be deemed
     to be an indemnity against losses suffered by, or claims made against,
     an  Indemnified  Party to the extent  that those  losses or claims are
     finally   judicially   determined   to  result  from  fraud,   willful
     misconduct,  gross  negligence  or  breach of this  agreement  by that
     Indemnified Party or its agents or employees.

4.3  Each Indemnified Party, whether or not a party to this agreement, will
     be entitled to the benefit of this clause 4  ("Indemnities")  and this
     clause 4  ("Indemnities")  is entered into and may be enforced on that
     Indemnified Party's behalf by Citigroup.

5.   GENERAL
------------

5.1  This  Agreement  is  governed  by the laws of New South Wales and each
     party  irrevocably and  unconditionally  submits to the  non-exclusive
     jurisdiction of the courts of New South Wales.

5.2  This  agreement  may  be  executed  in   counterparts.   All  executed
     counterparts constitute one document.

5.3  This agreement may be altered only in writing signed by each party.

5.4  The offer to  underwrite  the Sale  Shares at the  Underwritten  Price
     maybe only accepted by signing and returning the enclosed duplicate of
     this letter by no later than 4.30p.m. on the Trade Date.

5.5  This is the entire agreement between the parties about the sale of the
     Sale Shares and, to the extent possible, the parties exclude all terms
     implied by law. Neither party has made any  representation or warranty
     about the Sale Shares other than those  representations and warranties
     appearing in this agreement.




5.6  Citigroup  hereby  acknowledges  that  it has  received  a copy of the
     Issuer  Sponsored  Holding   statement  and  irrevocably   waives  the
     requirements  in clause  1.3 with  respect  thereto.  Pursuant  to the
     Margin Lending Facility  Agreement,  dated August 9, 2002 (the "Margin
     Agreement"),  among  Shamrock  Holdings of California,  Inc.,  Seller,
     Citigroup,  Inc. and Citigroup,  Citigroup hereby irrevocably consents
     to the sale of the Sale  Shares  as  contemplated  by this  Agreement,
     subject to clause 7.1(b) of the Margin Agreement.

/s/ Xxxx Xxxxxxx                                 Name:  Xxxx Xxxxxxx
-------------------------

For and on behalf of                             Title: Managing Director,
CITIGROUP GLOBAL MARKETS AUSTRALIA PTY LIMITED          Head of Equity Capital
                                                            Markets

                                                 Date:  21 October 2004



/s/ Xxxxxxx X. Gold                              Name:  Xxxxxxx X. Gold
-------------------------

For and on behalf of                             Title:    Director
Trefoil International III, SPRL
                                                 Date:   October 21, 2004





                                 SCHEDULE 1

                                SALE SHARES

          ---------------------------- ---------------------------
                      NAME                     SHAREHOLDING
          ---------------------------- ---------------------------
                    TREFOIL                    8,000,000
               INTERNATIONAL III,
                      SPRL
          ---------------------------- ---------------------------