UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

DEUTSCHE GELATINE-FABRIKEN STOESS AG, a corporation, and GOODMAN FIELDER LIMITED, a corporation.

File No. 011-0117

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission") having initiated an investigation of the proposed acquisition by Proposed Respondent Deutsche Gelatine-Fabriken Stoess AG ("DGF Stoess") of the gelatin business of Proposed Respondent Goodman Fielder Limited ("Goodman Fielder"), and it now appearing that DGF Stoess and Goodman Fielder (collectively "Proposed Respondents") are willing to enter into this Agreement Containing Consent Order ("Consent Agreement"), to refrain from certain acts, and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent DGF Stoess is a corporation organized, existing and doing business under and by virtue of the laws of Germany, with its office and principal place of business located at Gammelsbacher Strasse 2, 69412 Eberbach, Germany.

2. Proposed Respondent Goodman Fielder is a corporation organized, existing and doing business under and by virtue of the laws of New South Wales, Australia, with its office and principal place of business located at 75 Talavera Road, Macquarie Park NSW 2113, Australia.

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint here attached.

4. Proposed Respondents waive:

a. any further procedural steps;
 
b. the requirement that the Commission's Decision and Order ("Decision and Order") attached hereto and made a part hereof, contain a statement of findings of fact and conclusions of law;
 
c. all rights to seek judicial review or otherwise challenge or contest the validity of the Decision and Order entered pursuant to this Consent Agreement; and
 
d. any claim under the Equal Access to Justice Act.

5. Proposed Respondents shall submit an initial report within ten (10) days of the date on which they execute this Consent Agreement and every thirty (30) days thereafter until the Decision and Order becomes final, pursuant to Section 2.33 of the Commission's Rules, 16 C.F.R. 2.33, signed by the Proposed Respondents and setting forth in detail the manner in which the Proposed Respondents have to date complied or have prepared to comply, are complying, and will comply with the Decision and Order. Such reports will not become part of the public record unless and until the Consent Agreement and Decision and Order are accepted by the Commission for public comment.

6. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission, it, together with the Complaint contemplated hereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify Proposed Respondents, in which event it will take such action as it may consider appropriate, or issue and serve its Complaint (in such form as the circumstances may require), and issue its Decision and Order, in disposition of the proceeding.

7. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondents that the law has been violated as alleged in the draft of Complaint here attached, or that the facts as alleged in the draft of Complaint, other than jurisdictional facts, are true.

8. This Consent Agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R.  2.34, the Commission may, without further notice to Proposed Respondents: (1) issue its Complaint corresponding in form and substance with the draft of Complaint here attached and its Decision and Order, and (2) make information public with respect thereto.

9. When final, the Decision and Order shall have the same force and effect, and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The Decision and Order shall become final upon service. Delivery of the Complaint and Decision and Order to Proposed Respondents' U.S. counsel by any means specified in Commission Rule 4.4(a), 16 C.F.R. 4.4.(a), shall constitute service. Proposed Respondents waive any right they may have to any other manner of service.

10. The Complaint may be used in construing the terms of the Decision and Order, and no agreement, understanding, representation, or interpretation not contained in the Decision and Order or the Consent Agreement may be used to vary or contradict the terms of the Decision and Order.

11. By signing this Consent Agreement, Proposed Respondents represent and warrant that they can accomplish the full relief contemplated by the attached Decision and Order and that all parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief contemplated by this Consent Agreement are parties to this Consent Agreement and are bound thereby as if they had signed this Consent Agreement and were made parties to this proceeding and to the Decision and Order.

12. Proposed Respondents have read the draft of Complaint and the Decision and Order contemplated hereby. Proposed Respondents understand that once the Decision and Order has been issued, they will be required to file one or more compliance reports showing that they have fully complied with the Decision and Order. Proposed Respondents agree to comply with the proposed Decision and Order from the date they sign this Consent Agreement. Proposed Respondents further understand that they may be liable for civil penalties in the amount provided by law for each violation of the Decision and Order after it becomes final.

DEUTSCHE GELATINE-FABRIKEN STOESS AG

By: ____________________________

Joerg Siebert
Chief Executive Officer
Deutsche Gelatine-Fabriken Stoess AG

Dated: February ___, 2002

____________________________
Steven C. Sunshine, Esq.
Shearman & Sterling Counsel for Deutsche Gelatine-Fabriken Stoess, AG

Dated: February ___, 2002

GOODMAN FIELDER LIMITED

By:
David C. Grant
Director of Corporate Planning & Business Development
Goodman Fielder Limited

Dated: February ___, 2002

____________________________
Robert S. Schlossberg, Esq.
Morgan, Lewis & Bockius LLP
Counsel for Goodman Fielder Limited

Dated: February ___, 2002

FEDERAL TRADE COMMISSION

James H. Holden, Jr.
Jonathan S. Klarfeld
Jay C. Campbell
Attorneys
Bureau of Competition

APPROVED:

____________________________
Ann Malester
Assistant Director
Bureau of Competition

____________________________
Susan A. Creighton
Deputy Director
Bureau of Competition

____________________________
Joseph J. Simons
Director
Bureau of Competition