<PAGE>


                                                                   EXHIBIT 10.7




                        PERPETUAL TRUSTEE COMPANY LIMITED
                                (ACN 000 001 007)
                                   ("TRUSTEE")

                      WESTFIELD AMERICA MANAGEMENT LIMITED
                                (ACN 072 780 619)
                                   ("MANAGER")

                           STICHTING PENSIOENFONDS ABP
                                     ("ABP")






                               SPECIAL OPTION DEED











                                 MINTER ELLISON
                                     Lawyers
                                 44 Martin Place
                                SYDNEY  NSW  2000

                                  DX 117 SYDNEY
                            Telephone  (02) 210 4444
                            Facsimile   (02) 235 2711
                             Reference  SCJ:10501485

<PAGE>

                                TABLE OF CONTENTS

1.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

2.   GRANT OF SPECIAL OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 4

3.   PREREQUISITES TO EXERCISE OF OPTIONS. . . . . . . . . . . . . . . . . . . 5

4.   COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

5.   REGISTRATION, TRANSFERS AND LISTING OF OPTIONHOLDERS. . . . . . . . . . . 8

6.   ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

7.   DISPUTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

8.   CONDITION PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 10

9.   FURTHER ACTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

10.  GOVERNING LAW AND JURISDICTION. . . . . . . . . . . . . . . . . . . . . .11

11.  NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

12.  INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

13.  AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

14.  TRUSTEE'S LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . . . 13

SCHEDULE - SPECIAL OPTION CERTIFICATE

<PAGE>

                               SPECIAL OPTION DEED

DEED dated                           May 21                                1997

BETWEEN   PERPETUAL TRUSTEE COMPANY LIMITED (ACN 000 001 007) of 39 Hunter
          Street, Sydney, New South Wales, in its capacity as trustee of the
          Westfield America Trust ("WAT"), constituted by Trust Deed dated 28
          March 1996, as amended ("TRUSTEE")

AND       WESTFIELD AMERICA MANAGEMENT LIMITED (ACN 072 780 619) of Level 24,
          Westfield Tower, 100 William Street, Sydney, New South Wales 2011 in
          its capacity as manager of WAT ("MANAGER")

AND       STICHTING PENSIOENFONDS ABP, an entity established under the laws of
          the Kingdom of the Netherlands, of PO Box 2889, 6401 DJ Heerien, the
          Netherlands ("ABP")


RECITALS

A.   WAT was constituted by the Trust Deed.

B.   By CLAUSE 8.5 of the Trust Deed, the Manager may, subject to certain
     provisos, issue Units to any person at a price and on terms approved by the
     Trustee.

C.   Pursuant to that certain Subscription Agreement ("SUBSCRIPTION AGREEMENT")
     dated as of 24th April 1997, among Westfield America, Inc. ("WEA"), the
     Trustee, the Manager and ABP, in conjunction with the sale by WEA of the
     same number of Preferred Shares to ABP, the Manager has agreed, pursuant to
     clauses 6.9 and 11 of the Trust Deed but subject to Completion, to grant
     400,000 Special Options (subject to adjustment as provided in the
     Subscription Agreement) to ABP in accordance with the provisions of this
     Deed.

<PAGE>

                                        2


OPERATIVE PROVISIONS

1.   DEFINITIONS

     "ASX" means Australian Stock Exchange Limited.

     "BUSINESS HOURS" means the hours between 9.00am and 5.00pm, (Sydney time)
     excluding weekends and New South Wales public holidays.

     "COMMON SHARE" means one fully paid share of Common Stock in WEA or any
     other class of Common Stock in WEA into which shares of Common Stock are
     subsequently converted and "COMMON SHAREHOLDER" or "COMMON SHARES" has a
     corresponding meaning.

     "COMPLETION" means completion of the Initial Public Offering which is
     expected to occur on or about 15 May 1997.

     "COMPLETION DATE" means the date on which Completion actually occurs.

     CONSIDERATION RATIO" means one Preferred Share for the Special Option
     Number of Units or such other ratio that results from the application of
     CLAUSE 4.1 or CLAUSE 4.2.

     "EXPERT" means an independent, international investment banking firm agreed
     to by the Manager, the Trustee, WEA and all Special Optionholders or (in
     default of agreement between them), an independent, international
     investment banking firm nominated (at the request of any of them) by the
     President or the head for the time being of the Australian Institute of
     Chartered Accountants.

     "FINANCIAL YEAR" means a 12 month period from 1 January to 31 December.

     "INITIAL PUBLIC OFFERING" means the initial public offering of Common Stock
     of WEA to be made in 1997.

     "PLACEMENT" means the placement by WEA of Preferred Shares to ABP.

<PAGE>

                                        3


     "PREFERRED SHARE" means one fully paid share of Series B Preferred Stock in
     WEA and "PREFERRED SHAREHOLDER" or "PREFERRED SHARES" has a corresponding
     meaning.

     "QUARTER" means a three month period in a Financial Year commencing on one
     of the following dates:

     (a)  1 January ("FIRST QUARTER");

     (b)  1 April ("SECOND QUARTER");

     (c)  1 July ("THIRD QUARTER"); and

     (d)  1 October ("FOURTH QUARTER").

     "RECONSTRUCTION" means a capital reconstruction (including, without
     limitation, any consolidation, stock split or stock dividend, subdivision
     or reduction of capital), merger or any return of capital or other capital
     distribution, except for ordinary periodic distributions made pro-rata
     among shareholders of a class or issues of stock or units which are not in
     redemption of any shares of stock or units, or any similar capital
     transaction that would affect the capital structure of WAT or WEA, in each
     case of or in  respect of WEA or WAT (as the case may be), excluding the
     payment of an ordinary periodic cash distributions in respect of the
     operations of WEA or WAT (as the case may be).

     "SPECIAL OPTION" means an option to subscribe for that number of Units
     equal to the Special Option Number on the Special Option Terms, and

     "SPECIAL OPTIONHOLDER" has a corresponding meaning.

     "SPECIAL OPTION NUMBER" is the number equal to (a) 100, divided by (b) the
     amount equal to (1) the price that Common Shares are sold to the public in
     the Initial Public Offering divided by (2) 20, as adjusted pursuant to
     CLAUSES 4.1 and 4.2.

     "SPECIAL OPTION PERIOD" means the period:

     (a)  commencing on the date which is 24 months from the date when the
     Special Option is issued to the Special Optionholder; and

<PAGE>

                                        4


     (b)  expiring on the date which is the fifteenth anniversary of the date
     when the Special Options are issued to the Special Optionholder pursuant to
     CLAUSE 2.1; and

     (c)  any additional period for exercise of the Special Options pursuant to
     CLAUSE 4.5.

     "SPECIAL OPTION TERMS" means the terms of the Special Options as set out in
     the Schedule.

     "SUBSCRIPTION AGREEMENT" has the meaning specified in Recital C.

     "TRUST DEED" means the Trust Deed dated 28 March 1996 between the Trustee
     and the Manager, as amended by Deeds of Variation dated 9 May 1996 and 24
     June 1996.

     "UNIT" means an undivided share in the beneficial interest in the Trust as
     provided in the Trust Deed and "UNITHOLDER" has a corresponding meaning.

     "WAT" means the trust known as the Westfield America Trust.

2.   GRANT OF SPECIAL OPTIONS

2.1  In consideration of payment to the Trustee of the consideration set forth
     in the Subscription Agreement for the sale of the Special Options, on
     Completion the Manager must grant 400,000 Special Options (subject to
     adjustment as provided in the Subscription Agreement) to ABP.

2.2  ABP agrees to hold Special Options in accordance with and abide by the
     Special Option Terms and other terms of this Deed.

2.3  The Manager will:

     (a)  register the issue of  Special Options to ABP; and

     (b)  issue and deliver Special Options, as evidenced by Option Certificates
          in accordance with the Schedule hereto, to ABP.

<PAGE>

                                        5


3.   PREREQUISITES TO EXERCISE OF OPTIONS

3.1  A Special Option may not be exercised (and the Manager will be under no
     obligation to issue a Unit in respect of any Special Option) unless:

     (a)  the Special Option is exercised as part of a parcel of Special Options
          which, on exercise, entitles the Special Optionholder to a parcel of
          Units having a value not less than the amount required by the
          CORPORATIONS LAW (currently A$500,000) for the issue of each such Unit
          to constitute an excluded issue pursuant to SECTION 66(2)(a) of the
          CORPORATIONS LAW (or any successor provision); and

     (b)  the Special Optionholder complies in all material respects with all
          the other Special Option Terms.

3.2  The Manager covenants and agrees, for the benefit of the Special
     Optionholders, that it will promptly advise the Special Optionholders of
     changes in the amount required by the CORPORATIONS LAW as referred to in
     CLAUSE 3.1(a).

3.3  If a Special Optionholder which wishes to exercise a Special Option:

     (a)  gives a Notice of Exercise (as set out in ANNEXURE A to the Schedule);
          and

     (b)  otherwise complies in all material respects with the requirements for
          exercise of a Special Option, set out in the Special Option Terms,

     the Manager must comply with the provisions hereof and of the Special
     Option Terms in respect of the exercise of the Special Option.

4.   COVENANTS

4.1  Subject to CLAUSE 4.2, if during the Special Option Period:

     (a)  WEA carries out a Reconstruction; or

     (b)  WAT carries out a Reconstruction,

<PAGE>

                                        6


     then, in each such event:

     (c)  the number of Special Options held by a Special Optionholder; or

     (d)  the Consideration Ratio and the Special Option Number; or

     (e)  some or all such factors,

     will be adjusted, as appropriate, in a manner:

     (f)  approved by the Trustee and the Special Optionholders; and

     (g)  which is fair and equitable to the Unitholders and Special
          Optionholders.

4.2  (a)  If during the Special Option Period, either WEA or WAT carries out a
          Reconstruction which involves:

          (i)  a subdivision, stock split, or stock dividend; or

          (ii) a reverse stock split or consolidation,

          the adjustment to be made under CLAUSE 4.1 shall be made in the manner
          set out in ANNEXURE C to the Schedule.

     (b)  If during the Special Option Period WAT shall be merged or
          consolidated into a new entity or WAT shall transfer all or
          substantially all of its assets to another entity, then upon a 
          subsequent exercise of the Special Options, the Special Optionholder 
          shall be entitled to receive securities in the new transferee entity 
          equal to what the Special Optionholder would have received had it 
          exercised such Special Options and owned WAT Units immediately prior 
          to such transaction.

     (c)  If during the Special Option Period WEA shall be merged or
          consolidated into a new entity or if WEA shall transfer all or
          substantially all of its assets to another entity and the Preferred
          Shareholders shall receive stock in such entity in consideration of 
          their Preferred Shares, then upon a subsequent exercise of the Special
          Options, the Special Optionholder shall be entitled to use such new
          preference shares received in such transaction (in lieu of the 
          Preferred Shares) as the consideration for the issuance of Units based
          on a revised Special Option Number ratio which is fair and equitable 
          to the Unitholders and the Special Optionholders.

<PAGE>

                                        7


          (in lieu of the Preferred Shares) as the consideration for the
          issuance of Units based on a revised Special Option Number ratio which
          is fair and equitable to the Unitholders and the Special
          Optionholders.

4.3  The Manager covenants that the Manager will, on exercise of Special
     Options, accept Preferred Shares or cash in accordance with the Special
     Option Terms (as the case may be), as consideration for the issue of Units.

4.4  The Manager represents and warrants for the benefit of all the Special
     Optionholders, that:

    (a)  all Special Options granted under this Deed have been duly authorised, 
         validly issued and outstanding, and are entitled to the rights under 
         this Deed;

    (b)  the Units issuable upon exercise of the Special Options will be duly 
         authorised, validly issued, fully paid and non-assessable;

    (c)  there are no pre-emptive rights or similar rights to purchase any such 
         Units upon such exercise on the part of any holders of any class of 
         securities of WAT;

    (d)  this Deed has been duly authorised, executed and delivered by the 
         Manager and the Trustee and is a valid and binding obligation of the 
         Manager and the Trustee, enforceable in accordance with the terms 
         hereof; and

    (e)  the Manager will ensure that at all times while Special Options are 
         outstanding, WAT will have sufficient authorised and unissued Units 
         available for issue upon exercise of Special Options and all other 
         options outstanding with respect to Units.

4.5 (a)   Each of the Trustee and Manager agrees for the benefit of the Special
          Optionholders, that if prior to the expiration of the Special Option 
          Period it receives:

          (i)  notice of a proposal to terminate WAT; or

<PAGE>

                                        8


          (ii)  a requisition from Unitholders to convene a meeting of 
                Unitholders for the purpose of passing a resolution to 
                terminate WAT,

          then:

         (iii)  it will immediately give written notice to the Special 
                Optionholders of the proposal or requisition; and

         (iv)  at any time after the date of such notice but before WAT is 
               terminated, the Special Optionholder may exercise one or more
               of its Special Options in accordance with the provisions of this
               Deed.

     (b)  The Manager agrees that, until the expiration of the Special Option 
          Period, prior to any Reconstruction of WAT it will provide 
          not less than 30 days prior written notice of such 
          transaction to the Special Optionholders in the event of 
          any such Reconstruction or in the event of any 
          Reconstruction of WEA, each Special Optionholder shall have the 
          right at any time following delivery of such notice to exercise 
          its Special Options.

4.6  The Manager covenants that it will use its best endeavours to ensure that 
     the Units (including the Units issued on the exercise of the Special 
     Options) are officially quoted on the ASX, immediately upon issuance and 
     that such official quotation is maintained.

5.   REGISTRATION, TRANSFERS AND LISTING OF OPTIONHOLDERS

5.1  The Manager covenants and agrees that it will maintain a register of the 
     Special Optionholders, and the Trustee and each Special Optionholder may:

     (a)  inspect such register at any time during business hours; and

     (b)  obtain copies of such register.

5.2  The Manager must send to Special Optionholders copies of all notices 
     (including, without limitation, notices of  Unitholders' meetings), 
     accounts and other statements sent to Unitholders.

<PAGE>

                                        9


5.3  For the purposes of CLAUSE 5.2, notices, accounts and other statements 
     sent to joint Special Optionholders will be deemed to be sent to all those 
     Special Optionholders, if sent to the Special Optionholder named first on 
     the register.

5.4  Subject to the securities law restrictions referred to in the Special 
     Option Terms, Special Options are fully transferrable, and may be 
     transferred as follows:

     (a)  by delivery of a duly executed and stamped transfer by the Transferor 
          to the Manager, together with certificates for the Special Options 
          to which the transfer relates; and

     (b)  the Manager registering the transfer of the Special Options, subject 
          to the terms and conditions of the Trust Deed, which Manager agrees 
          to do promptly.

5.5  If a Special Optionholder:

     (a)  has lost a certificate in respect of any Special Options; and

     (b)  provides the Manager with a statutory declaration of loss in respect 
          of such certificate,

     the Manager shall cancel the lost certificates and issue replacement
     certificates to the Special Optionholder.

5.6  The parties acknowledge that there is currently no intention to apply for
     quotation of the Special Options on any stock exchange.

6.   ASSIGNMENT

     A party must not assign this Deed or any right under this Deed without the
     prior written consent of each other party and all Special Optionholders,
     PROVIDED that ABP may transfer its rights hereunder to any transferee of
     the Special Options and FURTHER PROVIDED that nothing in this CLAUSE 6
     affects the right of a Special Optionholder to transfer a Special Option.

<PAGE>

                                        10


7.   DISPUTES

7.1  If a dispute arises between any of the parties (including for this purpose 
     the Special Optionholders) in relation to an adjustment to:

     (a)  the number of Special Options held by a Special Optionholder; or

     (b)  the Consideration Ratio and the Special Option Number; or

     (c)  some or all such factors,

     or any other adjustment to be made pursuant to CLAUSE 4.1 or CLAUSE 4.2,
     any such party is entitled to refer the dispute (but no other disputes) to
     an Expert.

7.2  The Expert must:

     (a)  resolve the dispute in a timely manner as an expert and not as an 
          arbitrator; and

     (b)  determine the party or parties responsible for paying the costs of 
          the Expert having regard to his findings concerning resolution of the
          dispute.

7.3  The determination of the Expert will be final and binding on the parties.

8.   CONDITION PRECEDENT

8.1  This Deed (excluding this CLAUSE 8) is conditional on and shall not be 
     effective until satisfaction of the following condition precedent 
     ("CONDITION"), namely simultaneous completion of the Initial Public 
     Offering.

8.2  The parties acknowledge that:

     (a)  the Condition is for the benefit of all parties; and

     (b)  the Condition may not be waived in whole or in part except by written
          waiver of all parties.

<PAGE>

                                        11

8.3  If the Condition is not satisfied or waived on or before 5.00pm on 31 July
     1999, any party may terminate this Deed by written notice to each other 
     party.

8.4  On termination of this Deed pursuant to CLAUSE 8.3, all rights and 
     obligations of the parties shall cease and no party shall have any 
     liability under this Deed.

9.1  FURTHER ACTION

9.1  Each party to this Deed must:

     (a)  use reasonable efforts to do all things necessary or desirable to 
          give full effect to this Deed; and

     (b)  refrain from doing anything that might hinder performance of this 
          Deed.

10.   GOVERNING LAW AND JURISDICTION

10.1  This Deed is governed by the law applicable in New South Wales, Australia.

10.2  Each party irrevocably and unconditionally submits to the non-exclusive
      jurisdiction of the courts of New South Wales, Australia.

11.   NOTICES

11.1  A party giving notice or notifying under this Deed must do so in writing:

     (a)  directed to the recipient's address specified in this CLAUSE 11, as 
          varied by any notice; and

     (b)  hand delivered or sent by prepaid post or facsimile to that address.

     The parties' addresses and facsimile numbers are:

     TRUSTEE:       Perpetual Trustee Company Limited
                    39 Hunter Street
                    SYDNEY NSW  2000
                    Facsimile Number:  (02) 9223 7688

<PAGE>

                                        12


     MANAGER:       Westfield America Management Limited
                    Level 24, Westfield Tower
                    100 William Street
                    SYDNEY   NSW  2011
                    Facsimile Number:  (02) 9358 7077

     ABP:           Stichting Pensioenfonds ABP
                    PO Box 2889 640 DJ Heerien
                    The Netherlands
                    Facsimile Number: -

11.2  A notice given in accordance with CLAUSE 11.1 is taken to be received:

     (a)  if hand delivered, on delivery;

     (b)  if sent by prepaid post, 5 days after the date of posting;

     (c)  if sent by facsimile, when the sender's facsimile system generates a 
          message confirming successful transmission of the total number of 
          pages of the notice unless, within eight business hours after that 
          transmission, the recipient informs the sender that it has not 
          received the entire notice.

11.3  The Trustee will promptly deliver to each Special Optionholder copies of 
      any notices delivered hereunder, including any notice changing the 
      foregoing addresses.

12.   INTERPRETATION

     In this Deed, unless the contrary intention appears:

     (a)  headings are forease of reference only and do not affect the meaning 
          of this Deed;

     (b)  the singular includes the plural and vice versa and words importing 
          a gender include other genders;

     (c)  other grammatical forms of defined words or expressions have 
          corresponding meanings;

<PAGE>

                                        13

     (d)  a reference to a clause, paragraph, schedule or annexure is a 
          reference to a clause or paragraph of or schedule or annexure to this 
          Deed and a reference to this Deed includes any schedules and 
          annexures;

     (e)  a reference to a document or agreement, including this Deed, includes 
          a reference to that document or agreement as novated, altered or 
          replaced from time to time;

     (f)  a reference to "A$", "$A", "dollar" or "$" is a reference to 
          Australian currency;

     (g)  a reference to a specific time for the performance of an obligation 
          is a reference to that time in the State, Territory or other place 
          where that obligation is to be performed;

     (h)  a reference to a party includes its executors, administrators, 
          successors and permitted assigns;

     (i)  words and expressions importing natural persons include 
          partnerships, bodies corporate, associations, governments and 
          governmental and local authorities and agencies; and

     (j)  a reference to any legislation or statutory instrument or regulation 
          is construed in accordance with the Acts Interpretation Act 1901 (Cth)
          or the equivalent State legislation, as applicable.

13.   AMENDMENT

      This Deed may be amended only in writing signed by each party and all
      Special Optionholders.

14.   TRUSTEE'S LIMITATION OF LIABILITY

14.1  Except as provided in CLAUSE 14.2, as the Trustee enters into this Deed 
      only in its capacity as trustee of WAT, the Trustee is liable under 
      this Deed only up to the extent to which it is indemnified out of 
      the assets of WAT.

<PAGE>

                                        14


14.2  The Trustee is only personally liable to the extent that it is fraudulent,
      negligent, or in breach of trust.

14.3  If the Trustee is not personally liable, the parties other than the 
      Trustee must not sue the Trustee personally or seek to wind it up to 
      recover any outstanding money, and the Trustee is entitled to plead 
      this clause as a bar to the taking of any such proceedings.

14.4  Nothing contained in CLAUSE 14.1 shall limit the right of any party to 
      bring action for performance by the Trustee or limit any party's right to 
      recover damages from the assets of the Trust to the extent that the 
      Trustee is liable under this Deed.

<PAGE>

                                        15


      EXECUTED as a deed.

      SIGNED SEALED AND DELIVERED by)
      PERPETUAL TRUSTEE COMPANY     )
      LIMITED through its duly      )
      appointed attorney            )


                                              /s/ Allan Cowper
      ------------------------------ ------------------------------------------
                                              ALLAN COWPER

      ------------------------------ ------------------------------------------



     THE COMMON SEAL of WESTFIELD  )
     AMERICA MANAGEMENT LIMITED is )
     affixed in accordance with its)
     articles of association in the)
     presence of                   )


       /s/ Timothy Walsh                  /s/ Stephon Johns
     ------------------------------- ------------------------------------------
     Secretary                       Director                            [SEAL]

       Timothy Walsh                     Stephon Johns
     ------------------------------- ------------------------------------------
     Name of secretary (print)       Name of director (print)

<PAGE>
                                        16


      EXECUTED as a deed.

      SIGNED SEALED AND DELIVERED by)
      PERPETUAL TRUSTEE COMPANY     )
      LIMITED through its duly      )
      appointed attorney            )



      ------------------------------ ------------------------------------------


      ------------------------------ ------------------------------------------



     THE COMMON SEAL of WESTFIELD  )
     AMERICA MANAGEMENT LIMITED is )
     affixed in accordance with its)
     articles of association in the)
     presence of                   )


                                           /s/ Peter S. Lowy
     ------------------------------- ------------------------------------------
     Secretary                       Director

                                           Peter S. Lowy
     ------------------------------- ------------------------------------------
     Name of secretary (print)       Name of director (print)



<PAGE>
                                        17


     SIGNED SEALED AND DELIVERED by)                  W. BORGDORFF
     STICHTING PENSIOENFONDS ABP   )               MANAGING DIRECTOR
     through its duly authorised   )               ABP INVESTMENTS
     representative                )               REAL ESTATE
                                   )
     in the presence of            )                     /s/ Authorized Officer
                                                             MANAGING DIRECTOR
                                                              ABP INVESTMENTS
                                                            (Chief Investment
                                                                 Officer)
       /s/ L. F. PALMEN                /s/ Authorized Officer
     ------------------------------- ------------------------------------------
     Signature of witness            Authorised representative

      L. F. PALMEN
     ------------------------------ 
     Name of witness (print)

     SENIOR LEGAL AND TAX COUNSEL
     ABP INVESTMENTS

<PAGE>

                                    SCHEDULE


                           SPECIAL OPTION CERTIFICATE


                                                 CERTIFICATE NUMBER

WESTFIELD AMERICA TRUST

            Constituted by Trust Deed dated 28 March 1996, as amended

                           SPECIAL OPTION CERTIFICATE


-------------------------------------------------------------------------------
     NUMBER OF OPTIONS           CLASS             DISTINCTIVE NUMBERS
     -----------------           -----             -------------------
     [       ]               Special Options       FROM   [       ]

                                                   TO     [       ]
-------------------------------------------------------------------------------


These options are issued in accordance with the Trust Deed of the Westfield
America Trust, and the Special Option Terms annexed.

This is to certify that:

     (a)  [                              ] of [                              ]
          is, subject to the terms of the Trust Deed and the Special Option
          Terms annexed, the registered holder of the options in Westfield
          America Trust set out in the panel above; and

     (b)  all of the terms and conditions of the Special Option Deed and the 
          Special Option Terms are incorporated herein by reference for the 
          benefit of each Special Optionholder, including, in particular, all 
          of the representations, warranties and covenants of the Manager and 
          the Trustee set forth in that

<PAGE>

          Deed and the Special Option Terms 
          shall be deemed to be restated, mutatis mutandis, for the benefit of 
          the Special Optionholders from time to time.

SIGNED FOR AND ON BEHALF of  Perpetual Trustee Company Limited, in its capacity
as trustee of Westfield America Trust.



                          -----------------------------------------------------
                          Director



                          -----------------------------------------------------
                          Secretary

<PAGE>

                              SPECIAL OPTION TERMS
                            (ATTACHED TO CERTIFICATE)


1.   ENTITLEMENT

     Each Special Option will entitle a Special Optionholder to subscribe for
     that number of Units equal to the Special Option Number.

2.   EXERCISE PERIOD

     A Special Option may be exercised at any time during the Special Option
     Period.

3.  PREREQUISITE TO EXERCISE

     Each Special Option must be exercised in compliance with all the securities
     law restrictions set out in PARAGRAPH 11 and as part of a parcel of Special
     Options which, on exercise, entitles the Special Optionholder to Units
     having a value not less than the minimum amount required under the
     CORPORATIONS LAW (currently $A500,000) for the issue by the Trustee of
     Units on exercise of such Special Option to constitute an excluded issue
     pursuant to SECTION 66(2)(a) of the CORPORATIONS LAW (or any successor
     statute).

4.   UNIT ISSUE PRICE

     The issue price payable to the Trustee per Unit on exercise of a Special
     Option shall be equal to the price that Common Shares are sold to the
     public in the Initial Public Offering (after conversion to Australian
     dollars as at the Completion Date) divided by 20.

5.   EXERCISE PRICE

5.1  On exercise of a Special Option, the Exercise Price payable on exercise of
     each Special Option may be satisfied by:

     (a)  the payment of US$100 to the Trustee; or

     (b)  the transfer of a Preferred Share to the Trustee.

5.2  On exercise of a parcel of Special Options, the Special Optionholder will
     receive a number of Units equal to the number of that parcel of Special 
     Options multiplied by the Special Option Number, provided that if this 
     multiplication results in a total

<PAGE>

     that includes a fraction of one Unit, that fraction will be
     rounded up to be one additional Unit.

6.   RANKING OF UNITS ON EXERCISE OF SPECIAL OPTIONS

6.1  Subject to PARAGRAPH 6.2, a Unit allotted on exercise of a Special Option 
     will rank in all respects equally with the existing Units on issue at the 
     date of allotment.

6.2  A Unit allotted on exercise of a Special Option during a Quarter will rank 
     for distribution of the distributable income of WAT from the first day of 
     that Quarter unless:

     (a)  the date of allotment occurs subsequent to the expiration of the First
          or Third Quarter but prior to a date when the entitlement of holders
          of Preferred Shares to receive dividends payable in respect of a
          First Quarter or Third Quarter is determined by WEA, in which event
          the Unit will rank for distributions by WAT of distributable income
          from the first day of that previous Quarter; or

     (b)  the date of allotment occurs subsequent to the expiration of the
          Second Quarter or Fourth Quarter but prior to the date when the
          entitlement of holders of Preferred Shares to receive dividends
          payable in respect of a Second Quarter  or Fourth Quarter is
          determined by WEA, in which event the Unit will rank for
          distributions by WAT of distributable income from the first day of
          the previous Quarter.

7.   MANNER OF EXERCISE

7.1  If a Special Optionholder wishes to exercise a Special Option, it must 
     give an irrevocable (subject to PARAGRAPH 7.2) written notice in the form 
     set out in ANNEXURE A ("NOTICE OF EXERCISE") to the Manager (and a copy to 
     the Trustee), specifying:

     (a)  the number of Special Options in the parcel of Special Options
          which the Special Optionholder wishes to exercise in compliance with
          PARAGRAPH 3;

    (b)   the specific date (being not less than 6 and not more than 30 days
          from the date of the Notice of Exercise) on which it wishes to
          exercise those Special Options ("EXERCISE DATE");

    (c)   the number of Units ("RELEVANT NUMBER") (being equal to the Special
          Option Number multiplied by the number of Special Options to which
          the

<PAGE>

          Notice of Exercise relates) which the Special Optionholder
          should be allotted on the Exercise Date; and

    (d)   those matters demonstrating compliance with the U.S. securities laws 
          restrictions set forth in PARAGRAPH 11.

7.2  Within 5 days from receipt of the Notice of Exercise, the Manager will 
     provide the Special Optionholder with all material filed by it with the ASX
     in respect to WAT since the last annual report issued to Special 
     Optionholders and the Special Optionholder will (by written notice to the 
     Manager, and a copy to the Trustee) be entitled to revoke the Notice of 
     Exercise at any time during the 15 days immediately following receipt of 
     such material.

7.3  Subject to PARAGRAPH 7.2, on the Exercise Date:

     (a)  the Special Optionholder must deliver to the Trustee the total 
          Exercise Price, either:

          (i)    in cash; or

          (ii)   by the transfer of that number of Preferred Shares equal to 
                 the number of Special Options to which Notice of Exercise 
                 relates; or

          (iii)  partly in the manner referred to in PARAGRAPH (i) and partly 
                 in manner referred to PARAGRAPH (ii); and

     (b)  in consideration of the payment of the total Exercise Price either 
          in cash or by the transfer of Preferred Shares pursuant to 
          PARAGRAPH (A), the Manager must issue to the Special Optionholder 
          the Relevant Number of Units.

7.4  A Special Optionholder who elects to transfer Preferred Shares either in 
     full or part payment of the Exercise Price, must ensure that any 
     Preferred Share transferred pursuant to PARAGRAPH 7.3(b) (if any), is 
     (immediately prior to transfer) owned by the Special Optionholder, (free 
     of all mortgages, charges, liens and other encumbrances or prior claims) 
     and has attached all rights (including rights to receive dividends) 
     attaching or accruing to the Preferred Share on the Exercise Date provided 
     that if the Special Option is exercised after the record date for a 
     Quarterly dividend by WEA and prior to payment of such dividend, then 
     the transfer of a Preferred Share shall not include such unpaid dividends.

<PAGE>

8.   TRANSFER OF SPECIAL OPTIONS

     Subject to the securities law restrictions set out in PARAGRAPH 11, a
     Special Option will be fully transferable.

9.   NEW ISSUES BY WAT

9.1  A Special Option will not confer any right on the Special Optionholder to
     participate in any new issues of Units or Special Options to subscribe for 
     new Units by WAT or any distributions by WAT.

9.2  Special Optionholders who exercise Special Options prior to the books 
     closing date for an issue or distribution by WAT, will be entitled to 
     participate in that issue or distribution as a Unitholder to the extent 
     set out in the Trust Deed.

10.  RIGHT TO VOTE

     In accordance with CLAUSE 7.10 of the Trust Deed, no Special Option confers
     on the Special Optionholder:

     (a)  any right to vote at a meeting of Unitholders; or

     (b)  any right to require the Manager of WAT to redeem or repurchase the 
          Special Option; or

     (c)  except as expressly provided in the Trust Deed or this Deed, any other
          entitlement under the Trust Deed consequent on holding the Special 
          Option.

11.  SECURITIES LAW RESTRICTIONS

11.1 The Special Options have not been registered under the U.S. Securities Act 
     and may not be offered, sold or exercised except:

     (a)  pursuant to an effective registration statement under the U.S. 
          Securities Act;

     (b)  within the United States to or, in the case of exercise, by 
          Institutional "Accredited Investors' within the meaning of 
          Rule 501(a)(1), (2), (3) and (7) under the Securities Act in a 
          transaction exempt from registration requirements of the Securities 
          Act upon delivery of a purchaser's letter in the form of ANNEXURE B-1
          or B-2, as applicable;

<PAGE>

     (c)  outside the United States to or, in the case of exercise, by non-U.S.
          persons in a transaction meeting the requirements of Rules 901, 903 
          or 904 of Regulation S under the U.S. Securities Act;

     (d)  to WEA, its affiliates, the Trustee, the Manager or their 
          affiliates; or

     (e)  as otherwise agreed by the Manager and Trustee.

      The Special Options shall bear a legend to the foregoing effect:

     Special Options issued to non-U.S. persons pursuant to Regulation S under
     the U.S. Securities Act shall bear the following additional legend:

          "THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT
          (A) THE SECURITY MAY BE EXERCISED ONLY BY A NON-U.S. PERSON UPON
          DELIVERY OF EITHER (i) A WRITTEN CERTIFICATE THAT IT IS NOT BEING
          EXERCISED ON BEHALF OF A U.S. PERSON OR (ii) A WRITTEN OPINION OF
          COUNSEL TO THE EFFECT THAT THE SECURITY AND THE UNITS DELIVERED UPON
          EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OR
          ARE EXEMPT FROM REGISTRATION THEREUNDER AND (B) THE SECURITY MAY BE
          EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE OPTION DEED."

     All other Special Options shall bear the following additional legend:

          "THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT
          (A) THE SECURITY MAY BE EXERCISED ONLY BY (1) A NON-U.S. PERSON UPON
          DELIVERY OF EITHER (i) A WRITTEN CERTIFICATE THAT IT HAS NOT BEEN
          EXERCISED ON BEHALF OF A U.S. PERSON, OR (ii) A WRITTEN OPINION OF
          COUNSEL TO THE EFFECT THAT THE SECURITY AND THE UNITS DELIVERED UPON
          EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ARE
          EXEMPT FROM REGISTRATION THEREUNDER OR (2) AN INSTITUTIONAL ACCREDITED
          INVESTOR UPON DELIVERY OF A LETTER SUBSTANTIALLY IN THE FORM ANNEXED
          TO THE SPECIAL OPTION DEED AND (B) THIS SECURITY MAY BE EXERCISED ONLY
          IN ACCORDANCE WITH THE TERMS OF THE OPTION DEED."

<PAGE>

11.2 Units issuable upon exercise of the Special Options will not be 
     registered under the U.S. Securities Act and may not be offered or sold by 
     an Optionholder after exercise of  an Option except:

     (a)  pursuant to an effective registration statement under the U.S. 
          Securities Act or pursuant to an exemption from the registration 
          requirements thereunder;

     (b)  outside the United States to non-U.S. persons (which term shall
          include U.S. dealers or other professional fiduciaries acting on a
          discretionary basis for non-U.S. beneficial owners (other than an
          estate or trust)) in reliance upon Rules 903 and 904 of Regulation S
          under the U.S. Securities Act;

     (c)  in "regular way transactions' on the ASX, provided that neither the
          seller, nor any person acting on its behalf, knows that the
          transaction has been pre-arranged with a buyer that is a US person
          or is located in the US;

     (d)  to the Trustee or the Manager or its affiliates; or

     (e)  as otherwise agreed by the Manager and Trustee.

     The foregoing restrictions shall be noted in the Unit register maintained
     by the Manager.  The Manager agrees that it will cause the notation to be
     removed from the Unit register at such time as the Units may be transferred
     without restriction under applicable law.

11.3 A Special Option may only be exercised by a non-U.S. person upon delivery 
     of either:

     (a)  a written certification that the Special Optionholder is not a U.S. 
          person and the Special Option is not being exercised on behalf of a 
          U.S. person; or

     (b)  a written opinion of counsel to the effect that the Special Option 
          and the Units delivered upon exercise thereof have been registered 
          under the U.S. Securities Act or are exempt from registration 
          thereunder.

11.4 A Special Option may only be exercised by a U.S. person upon delivery of a
     purchaser's letter for "Accredited Investors' in the form of ANNEXURE B-1,
     certifying that the Special Optionholder is an "Accredited Investor" as 
     defined in that letter, together with the other materials referred to 
     therein.

<PAGE>

11.5 A Special Option may not be transferred to any person if the effect of such
     transfer would be that the ownership limitations contained in WEA's 
     Restated Articles of Incorporation would be violated.

11.6 Any withholding obligation of WAT upon receipt of a Preferred Share may be
     satisfied by delivery of an amount in United States dollars by the Special
     Optionholder.

12.  BENEFIT OF COVENANTS

     To the extent that any covenant contained in the Special Option Deed is
     made for the benefit of Special Optionholders, such covenant shall be
     enforceable against the Trustee or the Manager by a Special Optionholder.

13.  OEF ELECTION

     If a Special Optionholder intends to make the election provided for in
     Section 1295(b) of the Internal Revenue Code of 1986, as amended ("Code"),
     then such Special Optionholder shall so notify the Manager and the Trustee
     and the Manager shall be required, at WAT's expense, to take such actions
     as may be required by the Code and the authorities thereunder to have WAT
     be treated as a qualified electing fund (within the meaning of Section 1295
     of the Code) with respect to a Unitholder or Special Optionholder that
     makes the election provided for under Section 1295(b) of the Code.

<PAGE>

                          ANNEXURE A (TO THE SCHEDULE)

                               NOTICE OF EXERCISE


TO:       WESTFIELD AMERICA MANAGEMENT LIMITED
          Manager of Westfield America Trust
          [         ]

COPY:     PERPETUAL TRUSTEE COMPANY LIMITED
          Trustee of Westfield America Trust
          [         ]


I/We [                  ] of [                ] give notice that I/we wish to
exercise [    ] [Special Options] registered in my/our name on [          ],
being a date not less than [6] and not more than [30] days after the date of
this Notice ("EXERCISE DATE").

I/We confirm that:

     (a)  [       ] Preferred Shares in WEA registered in our name will on the 
          Exercise Date be free of all mortgages, charges, liens and other 
          encumbrances or prior claims;

     (b)  the Units in the Westfield America Trust to be issued to me/us on 
          exercise of the Special Options to which this Notice of Exercise 
          relates, have a value of not less than the amount required by the 
          CORPORATIONS LAW for the issue of each such Unit to constitute an 
          excluded issue pursuant to Section 66(2)(a) of the CORPORATIONS LAW;

     (c)  this Notice of Exercise is irrevocable (subject to PARAGRAPH 7.2 of 
          Special Option Terms);

     (d)  I/we have read the restrictions on exercise of Special Options and on
          transferability of units set forth in the Special Option Deed.  I/we 
          understand that the Units have not been, and will not be, registered 
          under the U.S. Securities Act of 1933, as amended (the "SECURITIES 
          ACT"), and may not be offered or sold except as permitted by the 
          Special Option Deed and that such restrictions may be required to be 
          noted in the Unit register as set forth in the Special Option Deed.  
          We agree, on our own behalf and on behalf of any accounts for which 
          we are acting as hereinafter stated, that if we should reoffer, 
          resell, pledge or transfer any Units, we will do so only in accordance
          with the Special Option Deed; and

     (c)  APPLICABLE PARAGRAPH TO BE INSERTED

<PAGE>

NOTE: the following paragraph to be included in a notice of exercise by a
non-U.S. person requesting that units be delivered to an address outside of
the United States:

[We are not a U.S. person, we are not acquiring any units for the account
of any U.S. person, and we have not offered, sold or delivered, and will
not offer, sell or deliver, directly or indirectly, or as principal or
agent, any units acquired by us in the United States or to any U.S. person.
U.S. person has the meaning set forth in Regulation S under the Securities
Act, and includes, among other persons, any national, citizen or resident
of the  United States or the estate or trust of any such person, any
corporation, partnership or other entity created or organised in or under
the laws of the United States, or any political subdivision thereof, any
trust or estate (other than a foreign trust or estate) and any United
States branch of a non-U.S. person.  "United States' means the United
States of America, its territories and possessions.]

NOTE: the following paragraph to be included in a notice of exercise by an
"accredited investor" (a person meeting the requirements of Rule 501(a) of
Regulation D under the Securities Act):

[We are delivering herewith a purchaser's letter for accredited investors
in the form of Annexure B-1 to the Special Option Deed's Schedules and the
other materials referred to therein, and certify that each of us is an
"accredited investor" as defined in that letter.]

NOTE: the following paragraph to be included in a notice of exercise by a
non-U.S. person requesting that units be delivered to an address in the
United States or who does not meet the standards set forth in NOTE 2.

[We are not a U.S. person].  [We are delivering herewith a written opinion
of nationally recognised United States counsel to the effect that the
Special Options and the units delivered upon exercise have been registered
under the Securities Act or are exempt from registration thereunder.]

<PAGE>

                         ANNEXURE B-1 (TO THE SCHEDULE)


                FORM OF PURCHASER'S LETTER BY ACCREDITED INVESTOR

                        ACQUISITION OR TRANSFER OF UNITS

TO:       WESTFIELD AMERICA MANAGEMENT LIMITED
          Manager of Westfield America Trust
          [         ]

COPY:     PERPETUAL TRUSTEE COMPANY LIMITED
          Trustee of Westfield America Trust
          [                       ]

Dear Ladies and Gentlemen:

In connection with our proposed acquisition of Units of Westfield America Trust
("TRUST") [in exchange for Preferred Stock of Westfield America, Inc.], we
confirm that:

1.   We have received a copy of the Special Option Deed dated      1997 ("OPTION
     DEED") relating to issuance of Units.

2.   We understand that the Units have not been, and will not be, registered 
     under the U.S. Securities Act of 1933, as amended (the "Securities Act"), 
     and may not be offered or sold except as permitted in the following 
     sentence.

3.   We agree, on our own behalf and on behalf of any accounts for which we are
     acting as hereinafter stated, that if we should reoffer, resell, pledge or
     transfer any Units, we will do so only:

     (a)  pursuant to an exemption from registration provided by Rule 144 under 
          the Securities Act (if available);

     (b)  outside the United States in a transaction meeting the requirements of
          Rule 903 or 904 of Regulation S under the Securities Act;

     (c)  to an institutional "accredited investor" (as defined below) pursuant 
          to any other exemption from the registration requirements of the 
          Securities Act, subject to:

          (i)  the receipt by the Trust of a letter substantially in the form 
               provided in the Special Option Deed,

<PAGE>

          (ii)  unless such transfer is of Units with a purchase price of not 
                less than US$250,000 to an "accredited investor" (as defined 
                below), the receipt by the Manager of an opinion of counsel 
                acceptable to the Manager that such reoffer, resale, pledge or 
                transfer is in compliance with the Securities Act;

     (d)  to the Trustee, the Manager or its affiliates; and

     in each case, in accordance with any applicable securities laws of any
     State or the United States of America or any other applicable jurisdiction.

4.   So long as the foregoing restrictions are required to be noted in the Unit
     register, the undersigned will, and each subsequent holder is required to,
     notify any subsequent purchaser from it of the resale restrictions set 
     forth above.

5.   We understand that, on any proposed reoffer, resale, pledge or transfer of 
     any Units, we will be required to furnish to the Manager and the registrar 
     and transfer agent for the Units, such certification and other information 
     as the Manager may reasonably require to confirm that the proposed sale 
     complies with the foregoing restrictions and the provisions of the Special 
     Option Deed pursuant to which the Units were issued.  We further 
     understand that the foregoing restrictions will be noted in the Unit 
     register.

     [Insert applicable paragraph.]

6.   [We are an institutional "accredited investor" (an entity meeting the
     requirements of Rule 501(a)(1), (2), (3) or (7)  of Regulation D under the
     Securities Act) and have such knowledge and experience in financial and 
     business matters as to be capable of evaluating the merits and risks of our
     investment in the Units, and we and any accounts for which we are acting 
     are each able to bear the economic risk of our or its investment.]

7.   [insert applicable paragraph]

     [We are acquiring the Units purchased by us for our own account or for one
     or more accounts (each of which is an "accredited investor") as to each of
     which we exercise sole investment discretion and for each of which we are
     acquiring Units with a purchase price of not less than US$250,000 in each
     case for investment and not with a view to, or for sale in connection with
     any distribution thereof within the meaning of the Securities Act.]

     [We have delivered to the Manager an opinion of counsel acceptable to the
     Manager that such offer, sale, pledge or transfer of the Units to us is in
     compliance with the Securities Act.]

<PAGE>

You are entitled to rely upon this letter and are irrevocably authorised to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                        Very truly yours,

                                        [Purchaser]



                                        By: 
                                            -----------------------
                                            Name:
                                            Title:
Dated:

Signed by [           ] through its       )
duly authorised representative            )
[                 ] in the presence of:   )

or


THE COMMON SEAL of # is       )
affixed in accordance with its)
articles of association in the)
presence of                   )



------------------------------ ------------------------------------------------
Secretary                      Director


------------------------------ ------------------------------------------------
Name of secretary (print)      Name of director (print)

<PAGE>

                         ANNEXURE B-2 (TO THE SCHEDULE)

                FORM OF PURCHASER"S LETTER BY ACCREDITED INVESTOR

                               TRANSFER OF OPTIONS


TO:       WESTFIELD AMERICA MANAGEMENT LIMITED
          Manager of Westfield America Trust
          [         ]

COPY:     PERPETUAL TRUSTEE COMPANY LIMITED
          Trustee of Westfield America Trust
          [                       ]

Dear Ladies and Gentlemen:

In connection with our proposed acquisition of Special Options of Westfield
America Trust ("TRUST"):

1.   We have received a copy of the Special Option Deed dated      1997 ("OPTION
     DEED") relating to issuance of Units.

2.   We understand that the Special Options and the Units issuable upon exercise
     thereof have not been, and will not be, registered under the U.S. 
     Securities Act of 1933, as amended (the "Securities Act"), and may not be 
     offered or sold except as permitted in the following sentence and in the 
     Special Option Deed.

2.   We agree, on our own behalf and on behalf of any accounts for which we are
     acting as hereinafter stated, that if we should reoffer, resell, pledge or
     transfer any Special Options, we will do so only:

     (a)  outside the United States to a foreign person in a transaction 
          meeting the requirements of Rule 903 or 904 of Regulation S under 
          the Securities Act;

     (b)  to an institutional "accredited investor" (as defined below) pursuant 
          to an exemption from the registration requirements of the Securities 
          Act, subject to:

          (i)   the receipt by the Trust of a letter substantially in the form 
                provided in the Special Option Deed,

          (ii)  unless such transfer is of Special Options with a purchase 
                price of not less than US$250,000 to an "accredited investor" 
                (as defined below), the receipt by the Trust of an opinion of 
                counsel

<PAGE>

                acceptable to the Manager that such reoffer, resale, pledge or 
                transfer is in compliance with the Securities Act;

     (c)  to Westfield America Inc, its affiliates, the Trustee, the Manager or 
          its affiliates; and

     in each case, in accordance with any applicable securities laws of any
     State or the United States of America or any other applicable 
     jurisdiction.

4.   The undersigned will, and each subsequent purchaser from it is required to,
     notify any subsequent purchaser from it of the resale restrictions set 
     forth above.

5.   We understand that, on any proposed reoffer, resale, pledge or transfer of 
     any Special Options, we will be required to furnish to the Manager  and the
     registrar and transfer agent for the Units, such certification and other
     information as the Manager may reasonably require to confirm that the 
     proposed sale complies with the foregoing restrictions and the provisions 
     of the Special Option Deed pursuant to which the Special Options were 
     issued.  We further understand that the foregoing restrictions will be 
     noted in the a legend on the Special Options.

     [Insert applicable paragraph.]

6.   [We are an institutional "accredited investor" (an entity meeting the
     requirements of Rule 501(a)(1), (2), (3) or (7)  of Regulation D under the
     Securities Act) and have such knowledge and experience in financial and 
     business matters as to be capable of evaluating the merits and risks of 
     our investment in the Units, and we and any accounts for which we are 
     acting are each able to bear the economic risk of our or its investment.]

7.   [insert applicable paragraph]

     [We are acquiring the Special Options purchased by us for our own account
     or for one or more accounts (each of which is an "accredited investor") as
     to each of which we exercise sole investment discretion and for each of
     which we are acquiring Special Options with a purchase price of not less
     than US$250,000 in each case for investment and not with a view to, or for
     sale in connection with any distribution thereof within the meaning of the
     Securities Act.]

     [We have delivered to the Manager an opinion of counsel acceptable to the
     Manager that such offer, sale, pledge or transfer of the Special Options to
     us is in compliance with the Securities Act.]

<PAGE>

You are entitled to rely upon this letter and are irrevocably authorised to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                        Very truly yours,

                                        [Purchaser]



                                        By: 
                                            -----------------------
                                            Name:
                                            Title:
Dated:

Signed by [           ] through its         )
duly authorised representative              )
[                 ] in the presence of:     )

or


THE COMMON SEAL of # is       )
affixed in accordance with its)
articles of association in the)
presence of                   )



------------------------------ ------------------------------------------------
Secretary                      Director

------------------------------ ------------------------------------------------
Name of secretary (print)      Name of director (print)

<PAGE>

                                   ANNEXURE C

                                   ADJUSTMENTS

1.   STOCK SPLITS,  REVERSE STOCK SPLITS AND STOCK DIVIDENDS IN WEA

     If at any time WEA consolidates or subdivides its Preferred Shares or
     issues a stock dividend, then on exercise of a Special Option:

     (a)  to the extent that the Exercise Price is to be satisfied in cash,
          such subdivision or consolidation shall have no effect on the Exercise
          Price; and

     (b)  to the extent that such Exercise Price is to be satisfied by the 
          transfer of Preferred Shares, the number of Preferred Shares required
          to be transferred to the Trustee on the Exercise Date shall be
          proportionately increased or decreased so that the Special
          Optionholder is effectively transferring to the Trustee the
          same percentage interest in WEA as it would have been required to
          transfer on exercise of the Special Option immediately prior to the
          consolidation or subdivision or stock dividend.

2.   STOCK SPLITS, REVERSE STOCK SPLITS AND STOCK DIVIDENDS BY WAT

2.1  Subject to PARAGRAPH 2.2, if the Trustee or Manager gives effect to a
     subdivision or consolidation of Units or issues a dividend payable in 
     Units, then on exercise of a Special Option, a Special Optionholder shall 
     be entitled to receive a proportionately greater or lesser number of Units,
     so that the number of Units which it receives represents the same 
     percentage interest in WAT as it would have obtained if it had exercised 
     the Special Option immediately prior to the consolidation or subdivision 
     or dividend.

2.2  The Manager's obligation to issue a greater or lesser number of Units 
     (pursuant to PARAGRAPH 2.1) for the same cash amount, is subject to the 
     Trustee being able to amend the Trust Deed in accordance with section 
     1069A(7) of the CORPORATIONS LAW provided that the Manager and the 
     Trustee will use their best efforts to obtain an appropriate amendment 
     to the Trust Deed.