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EXHIBIT 4.1

AGREEMENT NO. 003/2002

LAND SALES AGREEMENT

BETWEEN

S I L INDUSTRIAL LAND CO. LTD

AND

DSG INTERNATIONAL (THAILAND) CO. LTD

[ Translation ]

LAND SALES AGREEMENT

AGREEMENT NO. 003 /2002

Made at S I L Industrial Land Co., Ltd.

Date October 31, 2002

This Agreement is made and entered into by and between:

S I L Industrial Land Co., Ltd., having its principal place of business at Xx.
000 Xxx 0, Xxxx Xxx Xxxxx Xxxx, Xxxxxx Xxxx Pla Moh, Amphur Nong Khae, Saraburi
Province, represented by Xx. Xxxx Siripanich, Managing Director, as its
authorized representative, hereinafter referred to as "Seller" of the one part,
and DSG International (Thailand) Co., Ltd., "Purchaser" having its principal
place of business at 448/11 Ladprao 00 (Xxxxx Xxxx 0), Xxxxxxx Xxxx, Xxxxxxx,
Xxxxxxx, represented by Xx. Xxxx Po Wah, Chief Operating Officer - South East
Asia and Xx. Xxxxxxx Xxxxxxxxxxxxx, Director Consultant, as its authorized
representative. Both parties hereby agree as follows:

The Seller represents that the Land is free and clear of all liens and
encumbrance, and that the Seller shall not create any lien, encumbrance or any
disturbance over the Land as from the date here of.

Clause 1. The Seller is the owner of a piece of land Plot No. 57/1. The
area of the land is approximately 15 Rai, located in the S I L Industrial Land,
Amphur Nong Khae, Saraburi Province owned by the Seller (hereinafter referred to
as the "Land"). Details of the plot shall be attached hereto and made a part
hereof.

Clause 2. The Seller agrees to sell and the Purchaser agrees to purchase
the Land as specified in Clause 1 at the price of 2,000,000 Baht per Rai (Two
Million Baht per Rai), totalling 30,000,000 Baht (Thirty Million Baht). In the
event that the area of the Land is more or less than the specified area, both
parties agree to increase or decrease the price of Land proportionately.

[ Translation ]

The Purchaser agrees to pay for the price of land to The Seller in
accordance with the following terms:

2.1 First payment 9,000,000 Baht (Nine Million Baht) shall be paid on the
signing date of this Agreement.

2.2 Second payment 9,000,000 Baht (Nine Million Baht) shall be paid within
60 (sixty) days after the signing date.

2.3 Third payment 9,000,000 Baht (Nine Million Baht) shall be paid with in
120 (one hundred and twenty) days after the signing date.

2.4 Last payment 3,000,000 Baht (Three Million Baht) shall be paid within
180 (one hundred and eighty) days after the signing date. The title
deed shall be transferred on that day.

The Purchaser agrees to make the total payment to the Seller on the title
transfer registration date to be notified by the Seller under Clause 3 ("Title
Transfer Date").

The Purchaser agrees to payfor the total Land price to the Seller by
cheque, except for the last payment which shall be paid by cashier's cheque. The
payment of the Land price pursuant to this Agreement shall be valid only when
the Seller shall have issued the receipt to the Purchaser and the Seller shall
have deposited the cheque into its bank account and such cheque has been
completely honoured.

Clause 3. The Seller shall register the transfer of Land title pursuant to
Clause 2 above to the Purchaser and The Purchaser shall register the transfer of
Land title in accordance with the date, time and place as notified by the
Seller.

In the case that the Seller cannot transfer the land title deed as
specified in this agreement after the Purchaser had paid. The Seller shall
return to the Purchaser all the money which has been paid to The Seller and this
agreement shall be terminated.

[ Translation ]

In the event that the Purchaser fails to make payment in any installment or
neglects or fails to accept the transfer of Land title as per the date and time
specified hereabove for reasons attributable to the Purchaser. the Purchaser
agrees to pay to the Seller a penalty at the rate of 1% per month of the default
installment, calculated from the date of default upto the date when the
Purchaser shall have complied with its obligations hereunder and the exercise of
right pursuant to clause 14 by the Seller shall not be affected thereby.

The time fixed for the Title Transfer Date as per the preceding paragraph
shall not be applied if the Seller or the Purchaser fails to do so for reasons
beyond its control or from the delay of any governmental agency concerned or
force majeure. In such cases, both parties shall agree to fix the new Title
Transfer Date without delay.

All fees, taxes and stamp duties, as well as other costs and expenses
relating to the registration of the transfer of Land title shall be borne by the
Seller.

Clause 4. The Seller agrees to develop the Land in order that the Purchaser
shall be able to operate its factory conveniently and shall provide the
Purchaser with the following facilities:

4.1 High-voltage electricity lines upto the frontage of the Land;

4.2 Water pipes to be used in the industry upto the frontage of the Land;

4.3 Natural gas pipes passing along the Land which the Purchaser shall be
able to connect such pipes for its own use;

4.4 Telephone numbers not exceeding the numbers provided by the Seller;

4.5 Connecting roads within the S I L Industrial Land upto the frontage of
the Land and to the public roads;

4.6 Drain pipes from the Seller's waste water treatment plant upto the
frontage of the Land;

4.7 Flood protection system

4.8 Other services as stipulated in clause 6

[ Translation ]

Clause 5. The Purchaser covenants that it shall comply with all standards,
provisions, laws and/or regulations relating to the Land usage and the
construction of industrial factory for the operation of business in the area of
the Seller's Industrial Land as stipulated and may be stipulated in the future.

Clause 6. The Purchaser agrees to utilize all public utilities services
provided by the Seller, the terms and conditions of which shall be in accordance
with the Declaration of Siam Cement Industrial Zone, Saraburi.

No.1/2000 General Utility Service Rates
No.2/2000 Industrial Water Price Rates
Xx.0/0000 Xxxxxxx Xxxxx Xxxxx Treatment Service Rates
No.4/2000 Garbage Disposal Service Rates

Whenever the Purchaser wishes to transfer the Land, whether by sale,
exchange or disposition by any other means, the Purchaser shall inform the
Seller and ask for the Seller's prior written consent. The Land transferee shall
have the qualifications, and agree to comply with all conditions, stipulated in
the related agreements which the Purchaser has entered into with the Seller.

Clause 7. The Purchaser agrees to make use of the Land for its intended
purpose by only use as contracted to establish and operate a disposable diaper
factory. The expansion of the factory or the change in manufacturing activity,
products processing or any conduct which may cause the increase of pollution or
the increase use of the public utilities system as provided by the Seller shall
not be permitted unless a prior written consent of the Seller shall have been
obtained.

Clause 8. The Purchaser shall be entitled to enter into possession of the
Land on the execution date hereof and to continue in possession so long as it is
not in default in the performance of this Agreement. However, before making use
of or constructing the factory for its operation within the Land, the Purchaser
shall have the following obligations:

[ Translation ]

8.1 To show the Seller the layouts of the factory buildings, office
buildings or other buildings which shall be in conformity with the
standards of the Land usage set by the Seller as attached hereto and
made a part hereof. The Seller reserves the right to express
disagreement, express opinion, advise or modify the said layouts:

8.2 To present to the Seller the detailed information concerning the
electricity and water consumption requirement necessary for use in the
operation of the factory in each day and each month.

8.3 To inform the Seller of the type of fuel or energy to be utilized in
the operation of the factory and whether the Purchaser requires to
use the natural gas, if so, the amount of natural gas to be used in
each day and each month.

8.4 To inform the Seller of the amount of telephone numbers necessary to
be used in the factory.

8.5 To inform the Seller of the kind or type of products to be
manufactured and the estimated production capacity in each day and
each month.

8.6 To inform the Seller of the volume of waste water from the factory,
the amount of waste materials, toxic materials, and scrap of any used
materials in each day and month.

8.7 To inform the Seller of the number of workers or employees who will be
working in the factory.

All obligations shall be deemed fulfilled when the Purchaser has achieved
all the abovementioned obligations. The Purchaser shall comply with those
obligations not yet achieved within 180 days from the signing date hereof.

Clause 9. The Purchaser hereby agrees to purchase all kinds of facilities
and public utilities provided by the Seller within the S I L Industrial Land on
the following conditions:

[ Translation ]

9.1 The Seller shall, at its own costs, construct the electricity
substation in the S I L Industrial Land and proceed to have the
electricity available upto the frontage of the Land at the volume
necessary for the Purchaser to use in the operation of its factory as
informed to the Seller in advance pursuant to Clause 8 above.

The Purchaser shall have an obligation to pay the electricity bills
directly to the Provincial Electricity Authority of Thailand ("PEA")
in accordance with the actual amount consumed as per the binding
obligations agreed upon between the Purchaser and the PEA.

9.2 The Telephone Organization of Thailand ("TOT") has installed the
telephone exchange for the S I L Industrial Land as applied by the
Seller and shall provide the Purchaser with the telephone numbers as
specified in Clause 8 above, but not exceeding the amount advised by
the Seller. The Purchaser shall, at its own costs and expenses, apply
for permission of the installation and execute the services agreement
directly with the TOT.

The Purchaser shall have an obligation to pay the telephone bills
directly to the TOT in accordance with the actual amount used as per
the binding obligations agreed upon between the Purchaser and the TOT.

9.3 The Petroleum Authority of Thailand ("PTT") shall invest in the
installation of natural gas pipeline upto the frontage of the Land, as
applied by the Seller and required by the Purchaser, which shall be in
accordance with the terms and conditions mutually agreed by the
Purchaser and the PTT.

The Purchaser shall have an obligation to pay the natural gas bills or
other expenses directly to the PTT in accordance with the binding
obligations agreed upon between the Purchaser and the PTT.

[ Translation ]

9.4 The Purchaser agrees to purchase water to be used for its industry and
other purposes. The Seller shall arrange to have the water pipeline
connected up to the frontage of the Land and start distributing water
to the Purchaser on the commencement date required by the Purchaser
and informed to the Seller. The Purchaser shall pay to the Seller for
the water bills as per the volume utilized in each month at the
standard rate set by the Seller. The Seller shall be entitled to
adjust the rate of price as per the terms and conditions specified in
the Declaration of Siam Cement Industrial Zone, Saraburi. No.2/2000
Industrial Water Price Rates

9.5 The Purchaser agrees to be bound by any other obligations set forth in
the Declaration of Siam Cement Industrial Zone, Saraburi either
stipulated or may be stipulated in the future.

Clause 10. The Seller shall provide the roads within the S I L Industrial
Land upto the frontage of the Land so that the Purchaser shall be able to make
use thereof. It is expressly understood that the Seller is the sole owner of the
said roads and shall have the right to modify and make changes whenever it deems
appropriate, provided that the Seller shall inform the Purchaser prior to such
modification or change is made.

Clause 11. All kinds of vehicles, whether used for the transportation of
personnel, goods, machinery or others, and whether owned by the Purchaser, its
personnel or other persons, entering or leaving the factory or the Land in the
S I L Industrial Land shall have Seller's permission in advance. The Seller
shall have the right to inspect and examine such vehicles whenever they are
entering or leaving the said area.

Clause 12. The Purchaser covenants to make use of the Land only in order to
operate its factory with no living quarters, whether for workers, employees or
other persons who work within the area of the Land or the factory. Workers,
employees or other persons shall leave the area of the Land or S I L Industrial
Land after work, except those who are on guard or on duty for the factory or the
Land security.

[ Translation ]

Clause 13. The Purchaser shall be responsible for all damages which may be
incurred to the Seller due to the act of the Purchaser's employees, workers or
agents while performing their duties to the Purchaser. The Purchaser shall be
liable and reimburse to the Seller until all damages shall have been fully paid.

Clause 14. In the event that either party commits a breach of any or all of
the provisions hereof, the other party shall be entitled to terminate this
Agreement, and claim for damages as permitted by the applicable Thai laws.

Clause 15. Each party hereby represents to the other party that:

15.1 it is a corporation duly organized and validly existing under the laws
of its incorporation and has full legal right, power and authority to
execute and deliver this Agreement, to enter into the transactions and
incur the obligations provided for in this Agreement, and to perform
and observe the terms and conditions hereof;

15.2 it has taken all appropriate and necessary corporate and other action
to authorize the execution and delivery of this Agreement, and to
authorize the performance and observance of the terms and conditions
hereof;

15.3 this Agreement, when executed and delivered, shall constitute legal
valid and binding obligations, enforceable in accordance with their
respective terms;

15.4 this Agreement shall not violate or contravene any provision of law or
other governmental directive, shall not conflict with its Memorandum
and Articles of Association or other corporate documents, and shall
not conflict with or result in the breach of any provision of any
agreement to which it is a party.

Clause 16. All of the terms and conditions of this Agreement between the
parties are stated herein and no representations or inducements have been made
to the Purchaser by the Seller other than those expressly stated in this
Agreement.

[ Translation ]

Clause 17. The Purchaser shall in no event assign this Agreement without
the prior written consent of the Seller.

Clause 18. The waiver of any breach of this Agreement by either party shall
not constitute a waiver of any subsequent breach either of the same or another
provision of this Agreement.

Clause 19. This Agreement shall be governed by the laws of Thailand.

This Agreement is made in duplicate with identical wording. Both parties
have read and found the same to be in accordance with their intentions, thus
caused their authorized representatives to sign their names hereinbelow in the
presence of the witnesses. Each party retains one copy.

S I L INDUSTRIAL LAND CO., LTD. The Seller

Sign signature
--------------------------------
(Xx. Xxxx Siripanich)
Managing Director

DSG INTERNATIONAL (THAILAND) CO., LTD. The Purchaser

Sign signature Sign signature
------------------------------- -------------------------------
(Xx. Xxxx Po Wah) (Xx. Xxxxxxx Xxxxxxxxxxxxx)
Chief Operating Officer Director Consultant
South East Asia

Sign signature Witness
--------------------------------
(Mr. Anont Bukkanasuta)

Sign signature Witness
--------------------------------
(Xx. Xxxxxx Xxxxxxxxxxxxx)

Land Plot for Land Sales Agreement

October 31, 2002

XX. 000/0000

Xxxx Xxxx

Xx. X00/0

00-0-00 Rai

[MAP]

S I L INDUSTRIAL LAND CO., LTD. The Seller DSG INTERNATIONAL (THAILAND) CO., LTD. The Purchaser

Sign signature Sign signature
------------------------------- Managing Director ------------------------------- Chief Operating Officer
(Xx. Xxxx Siripanich) (Xx. Xxxx Po Wah) South East Asia

Sign signature Sign signature
------------------------------- Witness ------------------------------- Director Consultant
(Mr. Anont Bukkanasuta) (Xx. Xxxxxxx Xxxxxxxxxxxxx)

Sign signature
------------------------------- Witness

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