<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>   <C>                                                                                                 <C>
1.    DEFINITIONS AND INTERPRETATION........................................................................2
      1.1         Definitions...............................................................................2
      1.2         Interpretation............................................................................3
      1.3         Trust Deed................................................................................4
      1.4         Benefit of Trust Deed.....................................................................4
      1.5         Rights Accrued under Original Management Deed.............................................4

2.    MANAGEMENT OF THE FUND................................................................................4
      2.1         Duties, Powers and Discretions of Manager.................................................4
      2.2         Limitations on Trustee's Delegation to Manager............................................5
      2.3         Manager's General Powers..................................................................5
      2.4         Manager's Acknowledgement.................................................................5

3.    MANAGER'S DUTIES WHICH SHALL NOT BE DELEGATED.........................................................6
      3.1         Manager's Certificate.....................................................................6
      3.2         Security Enhancements.....................................................................7
      3.3         Maintenance of Books and Records..........................................................7
      3.4         Mortgage Default Statements...............................................................8
      3.5         Proposals for Investment..................................................................8
      3.6         Hedge Arrangements........................................................................8
      3.7         Reconciliation Statements.................................................................8
      3.8         Compliance with Requirements of Mortgage Insurer..........................................8
      3.9         Recommendations for Appointments..........................................................8
      3.10        Originator Entitlement Reports............................................................9
      3.11        Reports on General Insurances.............................................................9
      3.12        Funds for Settlement of Approved Applications.............................................9
      3.13        Inspection of Originators' Records.......................................................10
      3.14        Originator's Professional Indemnity Reports..............................................10
      3.15        Fund Circulars, Offer Letters, Notices and Requests......................................10
      3.16        Approved Valuers.........................................................................10
      3.17        Reporting and Notice Requirements of Mortgage Insurer....................................10
      3.18        Notification of Changes in Parameters....................................................11

4.    MORTGAGE ORIGINATION DEEDS...........................................................................11
      4.1         Intention to Enter.......................................................................11
      4.2         Manager to Advise Trustee of Defaults....................................................11
      4.3         Assumption of Originator's responsibilities by Manager...................................11

5.    COVENANTS BY MANAGER.................................................................................12
      5.1         Perform Obligations......................................................................12
      5.2         Not to Mortgage Fund Assets..............................................................12
      5.3         Act Continuously.........................................................................12
      5.4         Enforce Rights and Remedies - General....................................................12
      5.5         Enforce Rights Against Originator........................................................12
      5.6         Receipt of Fund Moneys...................................................................12
      5.7         Compliance...............................................................................13
      5.8         Not Bind Trustee nor Compound its Rights.................................................13
      5.9         Prejudicial Investments..................................................................13
      5.10        Trustee's Removal........................................................................13
      5.11        Amendments to Parameters.................................................................13
      5.12        Consumer Credit Code provisions..........................................................13

6.    REMUNERATION OF TRUSTEE AND MANAGER..................................................................14
      6.1         Trustee's Fee............................................................................14
</TABLE>


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<TABLE>
<S>   <C>                                                                                                 <C>
      6.2         Manager's Remuneration...................................................................14
      6.3         Manager's Income Fee.....................................................................14
      6.4         Manager's Residual Asset Management Fee..................................................16

7.    TRUSTEE'S ACCEPTANCE OF APPROVED MORTGAGE LOANS......................................................16
      7.1         Acceptance...............................................................................16
      7.2         Rejection................................................................................16
      7.3         Notice of Rejection......................................................................16

8.    LIABILITY OF MANAGER.................................................................................17
      8.1         Manager May Rely Upon Statement or Certificate by Originator etc.........................17
      8.2         Retainer of Consultants and Agents.......................................................17
      8.3         Trustee's Power to Remedy Manager's Default..............................................17
      8.4         Nominated credit provider................................................................17
      8.5         Primary CCC Indemnity....................................................................18
      8.6         Secondary CCC Indemnity..................................................................18
      8.7         Overall Cap on CCC Liability.............................................................18
      8.8         Trustee's Officers.......................................................................18
      8.9         Trustee's CCC Responsibilities...........................................................19
      8.10        Time at which CCC Liability Arises.......................................................19
      8.11        Survival of indemnities..................................................................20
      8.12        Enforcement of indemnities...............................................................20

9.    RETIREMENT OF MANAGER................................................................................20
      9.1         Voluntary Retirement.....................................................................20
      9.2         Compulsory Retirement....................................................................20
      9.3         Manager's Right to Appoint New Manager...................................................21
      9.4         Trustee's Right to Appoint New Manager...................................................21
      9.5         Consequences of Failure to Appoint New Manager...........................................21
      9.6         Appointment Not to Prejudice Trustee Status..............................................21
      9.7         Delivery of Books and Records............................................................22
      9.8         Execution of Deed by New Manager and Release of Retiring Manager.........................22
      9.9         Manager's Entitlements on Retirement/Removal.............................................22
      9.10        Execution of New Mortgage Origination Deeds by New Manager...............................23

10.   GENERAL REPRESENTATIONS AND WARRANTIES BY MANAGER....................................................23
      10.1        Due Incorporation........................................................................23
      10.2        Due Execution............................................................................23
      10.3        No Breach of Other Documents.............................................................23
      10.4        No Litigation etc........................................................................24

11.   CAPACITY AND LIABILITY OF TRUSTEE....................................................................24
      11.1        This Clause to Prevail...................................................................24
      11.2        Definitions for the purposes of this clause..............................................24
      11.3        Limitation of Liability..................................................................24

12.   GENERAL PROVISIONS...................................................................................25
      12.1        Governing Law............................................................................25
      12.2        Notices..................................................................................25
      12.3        Confidentiality and Public Announcements.................................................26
      12.4        Waivers, Remedies Cumulative.............................................................26
      12.5        Date for Performance.....................................................................26
      12.6        Time of the Essence......................................................................26
      12.7        Severability.............................................................................26
      12.8        Amendment................................................................................26
</TABLE>

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<TABLE>
<S>   <C>                                                                                                 <C>
      12.9        Counterparts.............................................................................27
</TABLE>





                                                                             iii

<PAGE>

THIS RESTATED MANAGEMENT DEED IS MADE THE 8TH DAY OF JUNE 1993

PARTIES                PERPETUAL TRUSTEES AUSTRALIA LIMITED ACN 000 431 827 a
                       company incorporated in New South Wales and having its
                       registered office at 39 Hunter Street, Sydney (the
                       "TRUSTEE")

                       PUMA MANAGEMENT LIMITED ACN 003 297 336 (formerly
                       Schroders Australia Mortgage Securities Limited), a
                       company incorporated in New South Wales and having its
                       registered office at Level 22, 20 Bond Street, Sydney
                       (the "MANAGER")

RECITALS

A.   By a Trust Deed dated 13 July 1990, made between the Trustee and the person
     referred to therein as the Founder, as amended by a Deed of Variation of
     Trust dated on or about the date of this Deed, (the "TRUST DEED"), the
     "Pooled Unlisted Mortgage Assets Fund" (now called the "Pooled Unlisted
     Managed Assets Fund" and also the "PUMA Fund") was established.

B.   Pursuant to the Trust Deed the Trustee has been appointed as trustee of the
     Fund.

C.   The Trustee is required by clause 9.3 of the Trust Deed to appoint a duly
     appointed Manager and/or other persons as directed by the Manager to
     perform those duties, powers and discretions detailed in the Trust Deed.

D.   The Trustee is authorised by clause 9.5 of the Trust Deed to delegate to a
     duly appointed Manager and/or other persons reasonably believed by the
     Trustee to be competent, any other duties, powers and discretions arising
     from or in connection with the Fund with the exception of those powers and
     duties detailed in sub-paragraphs (a) to (c) of the said clause 9.5.

E.   Pursuant to a Management Deed (the "ORIGINAL MANAGEMENT DEED") made on 26
     July 1990 between the Trustee and the Manager, the Trustee appointed the
     Manager to perform the functions of the "Manager" as defined in the Trust
     Deed and as detailed in the Original Management Deed.

F.   At the date of this Deed no Sub-Funds have been created and two Warehouse
     Funds have been created which are known as "The PUMA Warehouse Fund No. 1"
     (the "SCHRODERS WAREHOUSE FUND") under which the only Warehousing Investor
     is Schroders Australia Ltd, ACN 000 362 381 (the "SCHRODERS WAREHOUSING
     INVESTOR") and "The PUMA MAC Fund No. 1" (the "MACQUARIE WAREHOUSE FUND")
     under which the only Warehousing Investor is Macquarie Bank Limited, ACN
     008 583 542 (the "MACQUARIE WAREHOUSING INVESTOR")

G.   The Macquarie Warehousing Investor has prior to the execution of this Deed
     consented to this Deed.

H.   The Schroders Warehousing Investor has not been able prior to the execution
     of this Deed to consent to this Deed.

I.   This Deed shall not apply to the Schroders Warehouse Fund or the
     Warehousing Investor Entitlements of the Schroders Warehousing Investor
     until such consent by the Schroders Warehousing Investor is given and
     pending such consent this Deed shall apply only to the Macquarie Warehouse
     Deed and to each Warehouse Fund and Sub-Fund created hereafter.

J.   Subject to the limitation in Recital I, this Deed replaces the Original
     Management Deed and restates the terms of the Manager's appointment as
     "Manager" of the Fund with effect in each case from the date hereof.


                                                                               1
<PAGE>

THE PARTIES AGREE AS FOLLOWS:

1.     DEFINITIONS AND INTERPRETATION

1.1    DEFINITIONS

       In this Deed and the Recitals unless the context otherwise requires:

       "ANNUAL PERIOD" means each period of one calendar year commencing on 1
       April in a year and ending on 31 March in the following year, commencing
       with the period from 1 November 1996 to 31 March 1997.

       "APPROVED APPLICATION" has the meaning given to it in clause 1.1 of the
       Mortgage Origination Deed.

       "DISTRIBUTABLE MINIMUM AMOUNT" in relation to a Fee Period of a Sub-Fund
       means the amount of $1,250 divided by the number of Sub-Funds existing as
       at the commencement of that Fee Period.

       "DUE DATE" in relation to an Approved Mortgage or Loan means the date
       stipulated in an Approved Mortgage or Loan (as the case may be) for
       repayment of the principal sum thereunder.

       "FEE PAYMENT DATE" in relation to:

       (a)   a Sub-Fund means each 31 March and 30 September (or such other
             dates from time to time agreed in writing between the Trustee and
             the Manager) throughout the duration of the Sub-Fund, with the
             final Fee Payment Date for the Sub-Fund being the last day of its
             existence pursuant to the Trust Deed; and

       (b)   a Warehouse Fund means each date provided in the corresponding
             Warehousing Investment Deed to be a Fee Payment Date, or if there
             is no such Warehousing Investment Deed or if no such date is
             provided therein to be a Fee Payment Date, 31 March and 30
             September throughout the duration of the Warehouse Fund (or such
             other dates from time to time agreed in writing between the
             Trustee, the Manager and the corresponding Warehousing Investor)
             with the final Fee Payment Date for the Warehouse Fund in all cases
             being the last day of its existence pursuant to the Trust Deed.

       "FEE PERIOD" in relation to a Relevant Fund means the period from (but
       not including) the previous Fee Payment Date of the Relevant Fund up to
       (and including) the next Fee Payment Date for that Relevant Fund with the
       first Fee Period for a Relevant Fund being the period from (and
       including) the day of its creation pursuant to the Trust Deed up to (and
       including) the first Fee Payment Date for the Relevant Fund.

       "FEE STATEMENT" means a statement prepared and submitted by the Manager
       to the Trustee pursuant to clause 6.3(a).

       "INTERIM CALCULABLE NET INCOME" in relation to a Fee Period of a Sub-Fund
       means the Net Income of the Sub-Fund for that Fee Period after taking
       into account the Manager's Income Fee for that Sub-Fund for that Fee
       Period calculated in accordance with clause 6.3(c)(ii)(A) but prior to
       any adjustment of the Manager's Income Fee pursuant to clauses
       6.3(c)(ii)(B) and (C).

       "MANAGER'S CERTIFICATE" means a certificate issued by the Manager to the
       Trustee pursuant to clause 3.1.

       "MANAGER'S INCOME FEE" means the entitlement of the Manager to a fee on
       each Fee

                                                                               2
<PAGE>

       Payment Date determined pursuant to clause 6.3 of this Deed.

       "MANAGER'S RESIDUAL ASSET FEE" means the entitlement of the Manager to
       the residual asset fee determined pursuant to clause 6.4 of this Deed.

       "MORTGAGE ORIGINATION DEED" means, subject to clause 1.2(d), the pro
       forma Mortgage Origination Deed annexed to this Deed and marked "A" BUT
       in the context of an Originator means the Mortgage Origination Deed
       (whether or not in the form annexed to this Deed and marked "A") actually
       entered into with that Originator.

       "NET INCOME" in relation to a Fee Period of a Sub-Fund means the net
       income of the Sub-Fund for the Fee Period ascertained in accordance with
       the Trust Deed.

       "OFFICER" has the meaning given to it in section 9 of the Corporations
       Law.

       "PARAMETERS" has the meaning given to it in clause 1.1 of the Mortgage
       Origination Deed.

       "PRIMARY CCC INDEMNITY" means the indemnity given by the Manager under
       clause 8.5.

       "PRIMARY CCC INDEMNITY CAP" means:

       (a)   in relation to any Nominated Sub-Fund, $1,000,000; or

       (b)   in relation to any other Fund, $500,000,

       or any other amount agreed between the Manager and the Trustee in writing
       at any time.

       "PROGRAMME PARAMETERS" has the meaning given to it in clause 1.1 of the
       Mortgage Origination Deed.

       "RELEVANT FUND" means each Warehouse Fund and Sub-Fund.

       "SECONDARY CCC INDEMNITY" means the indemnity given by the Manager under
       clause 8.6.

       "SECONDARY CCC INDEMNITY CAP" means, in relation to an Annual Period,
       $9,500,000 (or any other amount agreed between the Manager and the
       Trustee in writing at any time).

       "SETTLEMENT CONFIRMATION" means a certificate issued to the Trustee and
       the Manager by the Title Insurer in respect of a Loan and any Approved
       Mortgages in respect of that Loan in a form agreed to by the parties from
       time to time.

       "SETTLEMENT STATEMENT" has the meaning given to it in clause 1.1 of the
       Mortgage Origination Deed.

       "SOLICITORS CERTIFICATE" has the meaning given to it in clause 1.1 of the
       Mortgage Origination Deed.

       "THIRD SCHEDULE PARAMETERS" has the meaning given to it in clause 1.1 of
       the Mortgage Origination Deed.

       "TRUSTEE'S FEE" means the entitlement of the Trustee to a fee pursuant to
       clause 17.1 of the Trust Deed determined pursuant to clause 6.1 of this
       Deed.

1.2    INTERPRETATION

       In this Deed except to the extent that the context otherwise requires or
       the contrary intention appears:

                                                                               3
<PAGE>

       (a)   references to any legislation or to any provision of any
             legislation shall include any statutory modification or
             re-enactment of, any legislation or provision substituted for or
             replacing (in whole or in substance) such legislation or provision,
             and all legislation and statutory instruments issued under, such
             legislation;

       (b)   words denoting the singular number shall include the plural and
             vice versa;

       (c)   words denoting individuals shall include corporations and firms and
             vice versa;

       (d)   references to this Deed or to any other document or agreement,
             shall include references to this Deed or such document or agreement
             as novated, supplemented, varied or replaced from time to time;

       (e)   references to any person in this Deed or any other document or
             arrangement shall include reference to its successors and permitted
             assigns;

       (f)   words denoting any gender shall include all genders;

       (g)   headings are for convenience only and shall not affect
             interpretation of this Deed;

       (h)   references to "DOLLARS", "DOLLARS", "$" or to another amount are
             references to the relevant units of the lawful currency of the
             Commonwealth of Australia; and

       (i)   "WRITING" includes words of like import including printing, typing,
             lithography and other means of reproducing words in a tangible
             form.

1.3    TRUST DEED

       Subject to clause 1.1, each expression used herein that is defined in the
       Trust Deed and is not defined herein shall have the same meaning herein
       as in the Trust Deed.

1.4    BENEFIT OF TRUST DEED

       The Manager shall have the benefit of all of the rights, powers,
       discretions and entitlements expressed in favour of or conferred upon,
       and shall be bound by all of the obligations and responsibilities assumed
       by, the "Manager" under the Trust Deed as if it was a party thereto.

1.5    RIGHTS ACCRUED UNDER ORIGINAL MANAGEMENT DEED

       The provisions of this Deed shall not affect, diminish or prejudice any
       right or liability, whether present future or contingent, arising under
       the Original Management Deed prior to the date hereof AND the performance
       or omission of any matter or thing by any party thereto prior to the date
       hereof shall be adjudged and determined in all respects pursuant to the
       terms of the Original Management Deed.

--------------------------------------------------------------------------------
2.     MANAGEMENT OF THE FUND

2.1    DUTIES, POWERS AND DISCRETIONS OF MANAGER

       (a)   The Trustee hereby appoints the Manager to perform those duties,
             powers and discretions detailed in clause 9.3 of the Trust Deed.

       (b)   Without limiting the scope of the appointment made in clause 2.1(a)
             the Trustee hereby delegates to the Manager:

             (i)     the general administration and management of the Fund and
                     each of the assets which constitutes the Fund; and


                                                                               4
<PAGE>

             (ii)    the conduct of the day-to-day operation of the Fund.

       (c)   The Manager hereby accepts its appointment pursuant to clauses
             2.1(a) and (b) and agrees that it shall itself, or by its duly
             authorised agents and/or delegates, carry out the obligations
             imposed by this Deed, including the delegations pursuant to clause
             9.3 of the Trust Deed generally.

2.2    LIMITATIONS ON TRUSTEE'S DELEGATION TO MANAGER

       It is acknowledged and agreed that nothing in this clause 2 shall be
       construed as authorising the Manager to be responsible for any of those
       matters detailed in sub-paragraphs (a) to (c) of clause 9.5 of the Trust
       Deed.

2.3    MANAGER'S GENERAL POWERS

       Subject to the provisions of clause 3 and without in any way limiting the
       generality of its powers, the Manager may for the purpose of carrying out
       and performing its duties and obligations:

       (a)   (APPOINT ATTORNEYS): appoint by power of attorney any person to be
             its attorney for such purposes and with such powers, authorities
             and discretions (not exceeding those vested in the Manager) as it
             thinks fit with power for the attorney (but only with the consent
             of the Manager) to sub-delegate any such powers, authorities or
             discretions;

       (b)   (APPOINT DELEGATES): appoint in writing or otherwise any person to
             be the agent delegate or nominee of the Manager as the Manager may
             think necessary or proper for such purposes and with such powers,
             authorities and discretions (not exceeding those vested in the
             Manager) as it thinks fit and this power shall include entering
             into Mortgage Origination Deeds pursuant to clause 4;

       (c)   (ENGAGE EXPERTS): employ, engage, appoint and contract with
             specialist, professional or technical advisers or experts for the
             provision of specialist services in connection with or to assist
             the Manager with the management and development of the Fund;

       (d)   (ENTER INTO CONTRACTS): enter into contracts and incur expenditure
             on behalf of the Fund in connection with the management and
             development of the Fund AND the Trustee shall reimburse the Manager
             for any such expenditure properly incurred by the Manager to the
             extent to which the same is reasonable in amount if the Trustee:

             (i)     is satisfied in the case of a Sub-Fund that the expenditure
                     is in the interests of the Investors of that Sub-Fund; and

             (ii)    is, in accordance with clause 17.2 of the Trust Deed,
                     authorised to reimburse the Manager for the same or in the
                     case of a Warehouse Fund, is permitted by the Warehousing
                     Investment Deed, or has otherwise been authorised by the
                     Warehousing Investor, relating to that Warehouse Fund; and

       (e)   (ISSUE DOCUMENTS): authorise the issue, in the name of the Manager,
             of documents bearing facsimile signatures of the Manager, either
             with or without proper manuscript signatures of its officers
             thereon.

2.4    MANAGER'S ACKNOWLEDGEMENT

       In accepting the appointment as Manager, the Manager acknowledges and
       agrees that it shall

                                                                               5
<PAGE>

       not by virtue of that appointment nor the delegation pursuant to clause
       2.1 be deemed to be an agent, sub-agent, attorney or partner of the
       Trustee in exercising the Manager's rights, powers and discretions and in
       performing the Manager's duties and obligations under this Deed and that
       the Manager is an independent contractor in all respects in relation
       thereto.

--------------------------------------------------------------------------------
3.     MANAGER'S DUTIES WHICH SHALL NOT BE DELEGATED

       The Manager shall be responsible for and attend to the following
       functions in respect of the Fund and shall not delegate those functions
       to any person other than a Related Body Corporate of the Manager or an
       employee of any of them without the prior written consent of the Trustee.

3.1    MANAGER'S CERTIFICATE

       Prior to the settlement of an Approved Mortgage into a Warehouse Fund
       (either through the advance of moneys for the settlement of a Loan
       secured by the Approved Mortgage or through the purchase of the Approved
       Mortgage), the Manager shall provide to the Trustee a certificate, in a
       form approved by the Trustee, in which the Manager shall certify to the
       Trustee that to the best of the Manager's knowledge and belief the loan
       secured by the Approved Mortgage satisfies the criteria for a Loan.

       In such certificate the Manager shall also certify to the Trustee that
       any further terms and conditions imposed by the Mortgage Insurer and set
       out in the Solicitors Certificate or Settlement Confirmation comply with
       the terms and conditions as set out in the corresponding Mortgage
       Insurance Policy (or cover note relating to the same) issued by the
       Mortgage Insurer.

       In such certificate, the Manager shall also provide details of the
       following (which need not be certified by the Manager):

       (a)   (DETAILS OF MORTGAGOR): the name and address of the Mortgagor and,
             where the Mortgagor is not the applicant for a proposed Loan, the
             name and address of the applicant;

       (b)   (PRINCIPAL SUM): the principal sum to be advanced or, in the case
             of a purchase of an Approved Mortgage, secured by the Approved
             Mortgage;

       (c)   (MATURITY AND INTEREST RATE): the term and rate of interest of that
             Approved Mortgage;

       (d)   (PURCHASE PRICE): in the case of the purchase of an Approved
             Mortgage, the purchase price for its acquisition;

       (e)   (RELEVANT FEES): the Trustee's Fees, the Mortgage Insurer's fees,
             the Security Enhancement fees, any Hedge Arrangement fees, the
             Manager's Income Fees and the Originator's fees anticipated to be
             applicable; and

       (f)   (ADDITIONAL INFORMATION): such other information as may be required
             by the Trustee from time to time.

       The Manager shall not provide such certificate in relation to an Approved
       Mortgage until:

       (g)   (SETTLEMENT STATEMENT): it has received the Settlement Statement in
             relation thereto from the Originator;

       (h)   (SOLICITORS CERTIFICATE OR FROM THE TITLE INSURER A SETTLEMENT
             CONFIRMATION): it is satisfied that the Trustee has received from
             the Approved Solicitor a Solicitors Certificate in relation thereto
             (being either the original or a photocopy or facsimile copy
             thereof) BUT the Manager shall not be required to certify as to any
             matter the

                                                                               6
<PAGE>

             subject of the Solicitors Certificate or Settlement Confirmation;
             and

       (i)   (MORTGAGE INSURANCE POLICY): it has received from the proposed
             Mortgage Insurer for that Loan written evidence that the Mortgage
             Insurer has issued a Mortgage Insurance Policy in respect of that
             Loan, a certificate of currency, an undertaking to do so or a cover
             note.

       Subject to clause 7.2, upon receipt by the Trustee of a Manager's
       Certificate in relation to a given Approved Mortgage and if the Trustee
       is satisfied that the same has been properly completed in accordance with
       the requirements hereof, the Trustee shall confirm to the Manager in
       writing prior to the proposed settlement date that, unless instructed to
       the contrary in writing by the Trustee and subject to the receipt of
       settlement funds, it is in order for the Approved Solicitor or the Title
       Insurer to settle the making of the Loan secured by the Approved Mortgage
       or the purchase of the Approved Mortgage (as the case may be).

3.2  SECURITY ENHANCEMENTS

       In relation to all Security Enhancements taken out in respect of the Fund
       the Manager shall:

       (a)   (REMAIN CURRENT): ensure to the extent within its reasonable
             control that at all material times:

             (i)     they are current;

             (ii)    all necessary acts matters and things are performed to
                     ensure the preservation of the Trustee's rights and
                     entitlements under those Security Enhancements; and

             (iii)   all fees, costs and expenses including premiums are
                     promptly paid as and when they fall due, and for the
                     purposes of this clause 3.2(a) the expression "AT ALL
                     MATERIAL TIMES" shall mean from the time the Approved
                     Mortgage corresponding with the Security Enhancement is
                     accepted into a Sub-Fund until the Due Date of the Approved
                     Mortgage;

       (b)   (FIND REPLACEMENT): if any Security Enhancement is terminated for
             whatever reason, use its reasonable endeavours to find a suitable
             replacement Security Enhancement and generally to assist the
             Trustee in complying with the Trustee's obligation imposed by
             clause 10.7(b) of the Trust Deed to advise Investors in relation
             thereto;

       (c)   (ADVISE TRUSTEE OF ENFORCEMENT): advise the Trustee as to the
             appropriate course of action to enable the Trustee to exercise in a
             timely manner any of its rights and obtain any of its entitlements
             under the Security Enhancements; and

       (d)   (PROVIDE REPORTS): provide any reports which are required by the
             party providing the Security Enhancement from time to time.

       Upon becoming actually aware of any breach of or non-compliance (other
       than by the Trustee) with any material term or condition or the whole or
       any of the Security Enhancements made available or continued, the Manager
       shall promptly notify the Trustee in writing of the same.

3.3    MAINTENANCE OF BOOKS AND RECORDS

       The Manager shall establish and maintain all necessary books, records and
       accounts of or in relation to the Fund including books and records of all
       moneys received and disbursed by the

                                                                               7
<PAGE>

       Trustee on behalf of the Fund and the Manager shall produce the same on
       demand for the inspection of the Trustee and provide to the Trustee such
       accounts, reports and details of them as the Trustee may from time to
       time require.

3.4    MORTGAGE DEFAULT STATEMENTS

       The Manager shall provide calendar monthly statements to the Trustee:

       (a)   (Loans in Default): listing those Loans secured by Approved
             Mortgages in respect of which it has become actually aware that any
             party to the relevant Loan or Approved Mortgage (other than the
             Trustee) is in default;

       (b)   (DETAILS OF DEFAULTS): detailing the defaults; and

       (c)   (ACTION TO BE TAKEN): advising the Trustee what action has been
             taken to remedy the default and/or recommending to the Trustee the
             appropriate action to be taken in respect of the default.

3.5    PROPOSALS FOR INVESTMENT

       The Manager shall make written proposals to the Trustee as to the
       investment in appropriate Authorised Investments of any funds held from
       time to time by the Trustee. In making any such proposal the Manager
       shall certify to the Trustee that to the best of its knowledge the
       proposed investment is an Authorised Investment and that such an
       investment complies with the Trust Deed (including clause 10.8 thereof).
       If, based on such certification from the Manager, the Trustee is
       satisfied that the proposed investment is an Authorised Investment and
       that such investment complies with the Trust Deed, it shall make such
       investment in accordance with the Manager's written proposal in relation
       thereto.

3.6    HEDGE ARRANGEMENTS

       Whenever considered necessary by the Manager in order to ensure that
       sufficient moneys are available in the Fund for the payment of Investor
       Entitlements, Warehousing Investor Entitlements and Fees and Expenses,
       the Manager may enter into Hedge Arrangements in respect of and on behalf
       of, and as agent for, the Trustee for the Fund, being Hedge Arrangements
       of a nature, and having terms, previously approved by the Trustee and
       that the Trustee is required to enter into pursuant to the Trust Deed.

3.7    RECONCILIATION STATEMENTS

       The Manager shall prepare and maintain appropriate reconciliation and all
       other bank statements in respect of the Accounts in a form acceptable to
       the Auditors.

3.8    COMPLIANCE WITH REQUIREMENTS OF MORTGAGE INSURER

       The Manager shall comply promptly with the requirements of the Mortgage
       Insurer in respect of any default made by a party to a Loan (other than
       the Trustee) which comes to the actual notice of the Manager and shall
       carry out any directions given by the Mortgage Insurer, subject always to
       the Manager notifying the Trustee of any such directions given by the
       Mortgage Insurer. Any notifications acts or consents required by the
       Mortgage Insurer pursuant to a Mortgage Insurance Policy shall be given
       or done by the Manager in accordance with the provisions and requirements
       of the Mortgage Insurance Policy and the Manager shall promptly
       thereafter bring the same to the notice of the Trustee.

3.9    RECOMMENDATIONS FOR APPOINTMENTS

       The Manager may make recommendations to the Trustee from time to time for
       the

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<PAGE>

       appointment or approval as the case may be, or removal, of Approved
       Solicitors, Approved Valuers and such other professional advisers as the
       Trustee may require from time to time.

3.10   ORIGINATOR ENTITLEMENT REPORTS

       The Manager shall prepare calendar monthly Originator entitlement reports
       (or at such intervals as shall be agreed upon from time to time with the
       Trustee) and submit copies to the Trustee and subject to their approval
       by the Trustee to the relevant Originator. Each such report shall contain
       inter alia the following details:

       (a)   (Originator): the identification of the Originator to which the
             report relates;

       (b)   (APPROVED MORTGAGES UNDER MANAGEMENT): the total of the principal
             sums currently advanced on Approved Mortgages held as part of the
             Fund which have been introduced by that Originator;

       (c)   (INTEREST): the rates of interest payable under those Approved
             Mortgages and, where applicable, details of any change of the rate
             of interest together with any payments made by Mortgagors which
             exceed or are less than the interest payments they are obliged to
             make under the provisions of those Approved Mortgages;

       (d)   (AMOUNTS TO BE REIMBURSED): any interest or other moneys arising
             from or in connection with those Approved Mortgages for which the
             Originator is entitled to be reimbursed under its Mortgage
             Origination Deed;

       (e)   (ORIGINATOR ENTITLEMENTS): the computation of all amounts to which
             the Originator is then entitled under its Mortgage Origination
             Deed; and

       (f)   (RECOMMENDATION FOR PAYMENT): a recommendation as to whether all or
             any of the amounts referred to in clause 3.10(e) should in fact be
             paid to the Originator.

       The Trustee shall be entitled to assume and rely on the accuracy of an
       Originator entitlement report prepared and submitted to the Trustee
       hereunder by the Manager without verifying the accuracy of the contents
       thereof.

3.11   REPORTS ON GENERAL INSURANCES

       The Manager shall provide a report from time to time to the Trustee of
       details of the renewal of all general insurance policies taken out in
       respect of all improvements on the land the subject of Mortgages and in
       the event that the Manager becomes actually aware that any Originator has
       failed to comply with its obligations under clause 4 of its Mortgage
       Origination Deed in relation to such insurances, the Manager shall
       promptly arrange the requisite insurances in accordance with the
       requirements of the corresponding Mortgage Insurance Policy.

3.12   FUNDS FOR SETTLEMENT OF APPROVED APPLICATIONS

       The Manager shall ensure to the extent within its reasonable control that
       funds for settlement of Approved Applications are available through a
       Warehousing Investor and the Manager acknowledges and agrees that subject
       to this clause and the terms of any contrary agreement with the
       Warehousing Investor:

       (a)   (LIABILITY FOR COSTS): as between the Trustee and the Manager, the
             Manager shall be primarily responsible for payment of all costs and
             expenses incurred by the Warehousing Investor and for which the
             Trustee or the Manager may be liable in the event that an Approved
             Application does not proceed to settlement or that settlement is
             delayed later than the original proposed settlement date, except
             where

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<PAGE>

             the foregoing results from the Trustee's, or its officer's,
             employee's, agent's or delegate's, fraud, negligence or wilful
             default; and

       (b)   (LIABILITY TO WAREHOUSING INVESTOR): the Trustee shall only become
             liable to the Warehousing Investor pursuant to the provisions of
             the Trust Deed from the date on which the funds provided by the
             Warehousing Investor are subscribed to the Fund or vested in the
             Trustee, except where an Approved Application does not proceed to
             settlement or where settlement is delayed later than the original
             proposed settlement date as a result of the Trustee's, or its
             officer's, employee's, agent's or delegate's, fraud, negligence or
             wilful default.

       For the purposes of this clause, the delegates of the Trustee shall not
       include the Manager or the Originator. The Manager shall be responsible
       as between itself and the Trustee for any personal liability of the
       Trustee for any fraud, negligence or wilful default on the part of an
       Originator. If the Manager is required to make any payment or incurs any
       liability to the Trustee hereunder in respect of an Originator the
       Trustee shall permit the Manager in the Trustee's name to enforce and to
       have the benefit of, and shall if required by the Manager assign to the
       Manager, any rights that the Trustee has against such Originator arising
       from any fraud, negligence or wilful default, or alleged fraud,
       negligence or wilful default, on the part of such an Originator. The
       Manager shall indemnify the Trustee against any liability, costs and
       expenses incurred by the Trustee in relation to such enforcement or
       assignment.

3.13   INSPECTION OF ORIGINATORS' RECORDS

       At least twice in each financial year, the Manager (by its authorised
       officers) shall attend the business premises of each Originator and
       determine to the best of its ability by inspection of the Originator's
       books and records relating to the Loans whether the Originator is
       complying with its obligations under its corresponding Mortgage
       Origination Deed AND providing the Trustee with a written report in
       respect of each inspection and any recommendations arising out of it as
       soon as practicable after the inspection.

3.14   ORIGINATOR'S PROFESSIONAL INDEMNITY REPORTS

       The Manager shall provide to the Trustee at least once in every six
       months and upon request by the Trustee at any other reasonable time a
       report certifying the currency of each Originator's professional
       indemnity insurance and fidelity cover and the level of cover (in each
       case, as advised by the Originator to the Manager).

3.15   FUND CIRCULARS, OFFER LETTERS, NOTICES AND REQUESTS

       The Manager shall submit to the Trustee all circulars, offer letters,
       notices, reports and like items to Investors or prospective Investors
       from the Manager for consent prior to issuing any of them.

3.16   APPROVED VALUERS

       The Manager shall keep the Trustee informed from time to time as to the
       persons who each Mortgage Insurer has approved as an "Approved Valuer".

3.17   REPORTING AND NOTICE REQUIREMENTS OF MORTGAGE INSURER

       The Manager shall assist the Trustee in complying in all respects with
       the requirements of each Mortgage Insurer under its respective Mortgage
       Insurance Policy including without limitation:

       (a)   (PREPARATION OF CLAIMS): at the direction of the Trustee promptly
             preparing for signature by the Trustee and lodging with the
             Mortgage Insurer on the same day or next succeeding Banking Day
             after signature by the Trustee any claims (including

                                       10
<PAGE>

             without limitation any claims in respect of interest not paid by
             borrowers) under Approved Mortgages and, in relation to all such
             claims, complying in all respects with the terms and conditions of
             the Mortgage Insurance Policy including without limitation those
             relating to the making of claims, the time limits imposed by the
             Mortgage Insurance Policy for the making of claims, and the use
             completion and lodgement of claim forms, and generally assisting
             the Trustee in pursuing those claims;

       (b)   (NOTIFICATION OF DEFAULTS): without limiting the provisions of
             clause 3.17(a), where a borrower fails to repay the amount of a
             Loan on or before the Due Date specified in the relevant Approved
             Mortgage, preparing the relevant notification to the Mortgage
             Insurer of that default in a form approved by the Mortgage Insurer
             for signature by the Trustee and ensuring that the notification is
             lodged with the Mortgage insurer in compliance with the Mortgage
             Insurance Policy;

       (c)   (REPORTS TO MORTGAGE INSURERS): promptly informing the Trustee if
             it becomes actually aware of the occurrence of any event under a
             Mortgage Insurance Policy requiring notification thereof to the
             corresponding Mortgage Insurer in relation to any Approved
             Mortgage, preparing the relevant notification to the Mortgage
             Insurer in a form approved by the Mortgage Insurer for signature by
             the Trustee and ensuring that such notification is lodged with the
             Mortgage Insurer within the time limit specified in the Mortgage
             Insurance Policy; and

       (d)   (CORRECTING CLAIMS): where the Mortgage Insurer is of the opinion
             that a claim is incomplete or incorrect, promptly assisting the
             Trustee in correcting the claim so that the Mortgage Insurer will
             pay the claim.

3.18   NOTIFICATION OF CHANGES IN PARAMETERS

       The Manager shall promptly notify all Originators, Approved Solicitors
       and Title Insurers of any amendments to the Parameters and provide each
       of them with copies of any such amendments.

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4.     MORTGAGE ORIGINATION DEEDS

4.1    INTENTION TO ENTER

       It is the intention of the parties that a Mortgage Origination Deed shall
       be entered into by the Manager and the Trustee with such persons as the
       Manager may desire to appoint as Originators to perform certain functions
       of the Manager which it is entitled to delegate pursuant to this Deed
       PROVIDED THAT any such person shall have first been approved as an
       Originator by each Mortgage Insurer. The Manager shall not agree to any
       amendments to it without the Trustee's prior written consent (which shall
       not be unreasonably withheld).

4.2    MANAGER TO ADVISE TRUSTEE OF DEFAULTS

       The Manager shall promptly advise the Trustee of any material breach or
       default by any Originator under its Mortgage Origination Deed when the
       Manager actually becomes aware of such breach or default and in respect
       of any such breach or default shall comply promptly with its obligations
       under clause 5.5.

4.3    ASSUMPTION OF ORIGINATOR'S RESPONSIBILITIES BY MANAGER

       If a Mortgage Origination Deed is terminated, the Manager shall assume to
       the extent possible the responsibilities of the Originator thereunder
       regarding the management, enforcement, and incidental matters, relating
       to the Approved Mortgages the subject thereof pending the

                                       11
<PAGE>

       appointment of a new Originator in relation to such Approved Mortgages or
       the transfer of the responsibilities in relation thereto to an existing
       Originator. Whilst the Manager has so assumed the responsibilities of an
       Originator it shall be entitled to the fee and other remuneration that
       would otherwise be earned by the Originator under such terminated
       Mortgage Origination Deed.

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5.     COVENANTS BY MANAGER

5.1    PERFORM OBLIGATIONS

       The Manager shall perform and/or exercise the duties, powers and
       discretions appointed to it pursuant to clause 2.1 or otherwise delegated
       to it or to which it is appointed under the Trust Deed.

5.2    NOT TO MORTGAGE FUND ASSETS

       The Manager shall not sell mortgage charge or otherwise deal with any
       Authorised Investment in the Fund except in accordance with the Trust
       Deed, this Deed and, in the case of a Warehouse Fund, the corresponding
       Warehousing Investment Deed or as otherwise approved by the corresponding
       Warehousing Investor.

5.3    ACT CONTINUOUSLY

       The Manager shall act continuously as the manager of the Fund and perform
       its obligations under this Deed until it retires or is removed pursuant
       to the provisions of this Deed or the Fund is terminated or vests.

5.4    ENFORCE RIGHTS AND REMEDIES - GENERAL

       Upon becoming actually aware of any breach or non-compliance by any
       person with their obligations to the Fund, the Manager shall, in
       consultation with the Trustee and if the Trustee and the Manager consider
       it to be in the interests of Investors or the Sub-Funds Beneficiary (in
       the case of a Sub-Fund) or a Warehousing Investor (in the case of a
       Warehouse Fund), exercise and enforce promptly all rights and remedies of
       the Manager whether pursuant to this Deed or any other deed, agreement or
       contract to which the Manager or its authorised delegate is a party
       relating to any aspect of the Fund.

5.5    ENFORCE RIGHTS AGAINST ORIGINATOR

       In consultation with the Trustee and if the Trustee and the Manager
       consider it to be in the interests of Investors or the Sub-Funds
       Beneficiary (in the case of a Sub-Fund) or a Warehousing Investor (in the
       case of a Warehouse Fund), the Manager shall exercise and enforce
       promptly all rights and remedies that the Manager may have against any
       Originator appointed or any delegate or agent of the Manager or any third
       parties to recover any moneys due to or loss suffered by the Fund so as
       to ensure that the interests of Investors and Warehousing Investors in
       particular and the Fund generally are protected at all times.

5.6    RECEIPT OF FUND MONEYS

       The Manager shall use its best endeavours to ensure that all payments
       made in respect of Approved Mortgages are paid to the Trustee and, in
       respect of any payments received by the Manager from any Mortgagor under
       an Approved Mortgage, within one Banking Day of receipt, the Manager
       shall forward the same to the Trustee or arrange for the same to be
       credited to the corresponding Account and the Manager shall be deemed to
       hold any such payments in trust for the Trustee until the Manager has
       complied with the provisions of this clause.

                                       12
<PAGE>

5.7    COMPLIANCE

       The Manager shall comply with the provisions of the Trust Deed in respect
       of those functions delegated to it and shall not do anything in respect
       of those delegated functions that will result in the Trustee becoming
       liable in its personal capacity as a consequence of any breach by the
       Manager in the performance of its obligations.

5.8    NOT BIND TRUSTEE NOR COMPOUND ITS RIGHTS

       (a)   The exercise by the Manager or any agent or delegate of the Manager
             in respect of any power vested in it pursuant to the provisions of
             this Deed shall not be exercised in such a way as to bind the
             Trustee personally in any manner whatever.

       (b)   The Manager shall not settle, compound or compromise nor attempt to
             settle, compound or compromise any right of the Trustee in respect
             of any Loan or in respect of any other matters relating to the Fund
             without the prior written approval of the Trustee (which it shall
             give if it is in the interests of Investors or the Sub-Funds
             Beneficiary (in the case of a Sub-Fund) or a Warehousing Investor
             (in the case of a Warehouse Fund)).

5.9    PREJUDICIAL INVESTMENTS

       The Manager shall notify the Trustee immediately if in the opinion of the
       Manager the maintenance of an existing investment of the Fund may
       prejudice the qualification of Registered Stock as a Trustee Investment.

5.10   TRUSTEE'S REMOVAL

       The Manager shall carry out all the obligations imposed on the Manager by
       clause 19 of the Trust Deed.

5.11   AMENDMENTS TO PARAMETERS

       The Manager shall not amend the Third Schedule Parameters in any way
       without obtaining the prior written consent of the Trustee. The Manager
       shall promptly provide the Trustee with a copy of any amendment to the
       Programme Parameters.

5.12   CONSUMER CREDIT CODE PROVISIONS

       (a)   The Manager represents and warrants to the best of its knowledge
             and belief (having exercised reasonable care having regard to the
             nature of the Manager's role) that each Loan and Approved Mortgage
             originated into the Fund from time to time (and any related
             guarantees or other support) that is regulated by the Consumer
             Credit Code complies at the time of origination with the applicable
             provisions of the Consumer Credit Code.

       (b)   The Manager undertakes to use reasonable care having regard to the
             nature of the Manager's role to ensure that each Approved Mortgage
             that is regulated by the Consumer Credit Code continues to be
             managed in accordance with the applicable provisions of the
             Consumer Credit Code.

       (c)   The Manager undertakes to cooperate with the Trustee in respect of
             the establishment and maintenance by the Trustee of a compliance
             system relating to the Puma Fund which is reasonable in scope
             having regard to industry standards and criteria for the purposes
             of establishing a system for ensuring that the Trustee's
             obligations and liabilities under the Consumer Credit Code as it
             applies in connection with the Puma Fund are fully discharged and
             that the Trustee is

                                       13
<PAGE>

             informed of significant issues arising in relation to the
             application of the Consumer Credit Code to the Puma Fund.

       (d)   The limits applicable to the amount of the Manager's liability
             under the Primary CCC Indemnity and the Secondary CCC Indemnity do
             not affect the Manager's liability for breaches of this clause
             5.12.

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6.     REMUNERATION OF TRUSTEE AND MANAGER

       The remuneration of the Trustee and the Manager referred to in this
       clause 6 shall be determined separately for each Warehouse Fund and
       Sub-Fund (a "RELEVANT FUND") and the following provisions shall apply
       mutatis mutandis to each of them.

6.1    TRUSTEE'S FEE

       The Trustee's Fee, or the method of calculation thereof, for each
       Relevant Fund shall be as agreed in writing from time to time between the
       Trustee and the Manager. The Trustee and the Manager may from time to
       time agree in writing to alter the Trustee's Fee provided that any such
       agreement shall not affect the Trustee's Fee in respect of those
       Sub-Funds in existence immediately prior to the date of any such
       agreement under this clause.

6.2    MANAGER'S REMUNERATION

       In consideration of the Manager performing its functions and duties
       hereunder and under the Trust Deed, it shall be entitled for its own use
       and benefit to the following:

       (a)   the Manager's Income Fee for each Fee Period in respect of each
             Relevant Fund; and

       (b)   subject to clause 9.9, the Manager's Residual Asset Fee in respect
             of each Sub-Fund.

6.3    MANAGER'S INCOME FEE

       The Manager's Income Fee for each Relevant Fund shall be calculated and
       payable as follows (subject, in the case of a Warehouse Fund, to any
       contrary agreement with the Warehousing Investor in relation thereto):

       (a)   (PREPARE FEE STATEMENT): Not later than the last Banking Day prior
             to a Fee Payment Date for the Relevant Fund the Manager shall
             prepare and submit to the Trustee a statement in respect of the
             Relevant Fund for the Fee Period ending on that Fee Payment Date
             setting out, inter alia, details of the following for the Fee
             Period to which it relates:

             (i)     the receipts of the Relevant Fund from Authorised
                     Investments and other investments;

             (ii)    all Fees and Expenses for the Relevant Fund that the
                     Trustee has been or is entitled to be reimbursed pursuant
                     to the provisions of the Trust Deed;

             (iii)   the Investor Entitlements or Warehousing Investor
                     Entitlements (as the case may be) paid or accrued and
                     unpaid for the Relevant Fund;

             (iv)    the fees and income relating to the Relevant Fund that have
                     been paid to the Originators or to which they are entitled
                     in accordance with the Mortgage Origination Deeds;

                                       14
<PAGE>

             (v)     any other moneys held in the Account for the Relevant Fund;

             (vi)    any fees to which Originators may become entitled for the
                     first month of the next Fee Period for the Relevant Fund;

             (vii)   in the case of each Sub-Fund:

                     (A)  the Interim Calculable Net Income of the Sub-Fund; and

                     (B)  the Net Income of the Sub-Fund; and

             (viii)  the Manager's Income Fee for the Relevant Fund,

             AND the Manager shall in the statement give a warranty as to the
             accuracy of its contents.

       (b)   (APPROVAL BY TRUSTEE): Within 2 Banking Days of receipt of the Fee
             Statement the Trustee shall notify the Manager of its approval or
             otherwise thereof. If there is any disagreement between the Trustee
             and the Manager as to any part of the Fee Statement which the
             parties are unable to resolve within 5 Banking Days of receipt of
             the Fee Statement by the Trustee, the matter shall be referred to
             the Auditor of the Relevant Fund for determination. The Auditor
             shall act as independent expert, not as arbitrator, and the
             determination in writing of the Auditor shall be conclusive and
             binding on the Manager and the Trustee. The Auditor shall be
             requested to give its determination within 5 Banking Days of the
             referral of the disagreement to it. The costs of the Auditor's
             determination shall be borne by the Trustee as trustee of the
             Relevant Sub-Fund unless the Auditor is of the opinion, in light of
             the determination, that it is proper for such costs to be borne by
             the Manager.

       (c)   (MANAGER'S INCOME FEE): The Manager's Income Fee for a Fee Period
             in relation to each Relevant Fund shall be calculated as follows:

             (i)     in relation to each Warehouse Fund, as from time to time
                     agreed in writing between the corresponding Warehousing
                     Investor and the Manager, and issued in writing to the
                     Trustee; and

             (ii)    in relation to each Sub-Fund, in the following manner:

                     A.   subject to paragraphs (B) & (C) of this sub-clause,
                          the Manager's Income Fee for a Fee Period shall be 2
                          1/2 per cent (or such other percentage as from time to
                          time agreed in writing with the Trustee) per annum of
                          the Face Value of Authorised Investments of the
                          Sub-Fund for the Fee Period calculated daily during
                          the Fee Period and based on a year of 365 days;

                     B.   if the Interim Calculable Net Income of a Sub-Fund for
                          a Fee Period of a Sub-Fund is less than the
                          Distributable Minimum Amount, the Manager's Income Fee
                          for the Fee Period shall be adjusted by reducing it by
                          so much so that the Net Income of the Sub-Fund for
                          that Fee Period is equal to the Distributable Minimum
                          Amount; and

                     C.   if the Interim Calculable Net Income of a Sub-Fund for
                          a Fee Period is greater than the Distributable Minimum
                          Amount, the Manager's Income Fee for the Fee Period
                          shall be adjusted by increasing it by 90% of the
                          difference between such Interim

                                       15
<PAGE>

                          Calculable Net Income and the Distributable Minimum
                          Amount.

       (d)   (PAYABLE): The Manager's Income Fee in respect of a Relevant Fund
             and a Fee Period shall accrue due and, subject to clause 14.5 of
             the Trust Deed, shall be payable on each Fee Payment Date for that
             Relevant Fund and Fee Period.

       (e)   (CORRECTION OF FEE STATEMENT): If at any time either party becomes
             aware that a Fee Statement is incorrect in any way, then that party
             shall immediately notify the other and the Manager shall promptly
             prepare an amended Fee Statement and submit it to the Trustee for
             approval. Upon approval of the amended statement:

             (i)     if it discloses an overpayment has been made to the Manager
                     pursuant to clause 6.3(d), the Manager shall promptly repay
                     the amount of that overpayment to the Trustee; and

             (ii)    if it discloses that there is a further amount owing to the
                     Manager pursuant to clause 6.3(d), the Trustee shall
                     promptly pay that amount to the Manager.

       (f)   (FEE ABSOLUTE): The parties acknowledge and agree that the
             Manager's entitlement to the Manager's Income Fee shall not in any
             way be affected or diminished by the repayment (for any reason) of
             a Loan prior to the Due Date under the relevant Approved Mortgage.

6.4    MANAGER'S RESIDUAL ASSET MANAGEMENT FEE

       Subject to clause 9.9, if upon the termination of a Sub-Fund, and after
       the application of the assets and moneys of the Sub-Fund pursuant to
       clauses 14.2, 14.5 and 14.6 of the Trust Deed, there is a surplus in
       excess of $1,000, the Manager shall be entitled to payment of a residual
       asset management fee of the amount of such excess.

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7.     TRUSTEE'S ACCEPTANCE OF APPROVED MORTGAGE LOANS

7.1    ACCEPTANCE

       Subject to the provisions of clause 7.2 the Trustee shall accept all
       Approved Applications for Loans and all Approved Mortgages arising from
       Approved Applications shall be taken into a Warehouse Fund.

7.2    REJECTION

       Subject to any contrary agreement with, or instructions from, the
       corresponding Warehousing Investor, the Trustee may decline to make a
       Loan or to purchase an Approved Mortgage secured by a Loan in the
       circumstances contemplated in clauses 2.13.1-2.13.9 (inclusive) of the
       Mortgage Origination Deed under which it is entitled to cancel the
       corresponding Approved Application AND the Manager and the Trustee
       acknowledge and agree that the Trustee shall not be obliged to advance
       any funds for settlement of a Loan or to purchase any Approved Mortgage
       secured by a Loan until it has received each of the items and/or is
       satisfied as to each of the matters (as the case requires) referred to in
       such clauses 2.13.1-2.13.9 (inclusive) of the Mortgage Origination Deed.

7.3    NOTICE OF REJECTION

       Where the Trustee cancels any Approved Application pursuant to a Mortgage
       Origination Deed it shall promptly notify the Manager in writing to this
       effect giving reasonable details of

                                       16
<PAGE>

       its grounds for so doing.

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8.     LIABILITY OF MANAGER

       The Manager and the Trustee adopt the provisions of clauses 20 and 23.6
       of the Trust Deed as the same apply to the Manager as if they were set
       out at length in this clause 8 and references in clauses 20 and 23.6 of
       the Trust Deed to "this Deed" unless repugnant to the context shall
       include references to this Restated Management Deed. Without limiting any
       of those provisions the further provisions set out in this clause shall
       also apply.

8.1    MANAGER MAY RELY UPON STATEMENT OR CERTIFICATE BY ORIGINATOR ETC.

       The Manager may act in reliance upon any statement or certificate (or the
       contents thereof) by an Originator, an Approved Solicitor , a Title
       Insurer, an Approved Valuer or any other person believed by the Manager
       in good faith to be competent in relation to the matters upon which it is
       consulted by the Manager, that the Manager has no reason to believe is
       not correct, genuine, signed by the proper parties and with appropriate
       authority. The Manager shall not be liable for any thing done or suffered
       or omitted to be done in reliance upon any such statement or certificate
       (or the contents thereof). Without limiting the generality of this clause
       8.1 the Manager may for all purposes (including pursuant to clause 3.1)
       rely upon any statement (and the information contained therein) by an
       Originator in determining that a proposed loan will constitute a "Loan"
       secured by an "Approved Mortgage".

8.2    RETAINER OF CONSULTANTS AND AGENTS

       Where pursuant to its powers under this Deed the Manager retains any
       person to undertake any work or provide any services or advice to the
       Manager then:

       (a)   (MANAGER LIABLE FOR COSTS): the Manager shall be primarily liable
             for payment of any retainer, fees, costs or other expenses due to
             that person; and

       (b)   (MANAGER ENTITLED TO REIMBURSEMENT): the Manager shall be entitled
             to reimbursement by the Trustee for any such expenditure and the
             Trustee shall make such reimbursement on the next succeeding date
             for payment of Investor Entitlements or, if proper provision has
             been made to the satisfaction of the Trustee in the books of the
             relevant Warehouse Fund or Sub-Fund, then upon demand for
             reimbursement by the Manager.

8.3    TRUSTEE'S POWER TO REMEDY MANAGER'S DEFAULT

       If the Manager is in default in the performance of any of its material
       obligations under this Deed THEN without prejudice to any other rights or
       remedies of the Trustee the Trustee may in its absolute discretion (but
       shall in respect of a default under clause 3.2) remedy the default after
       having given 10 days' written prior notice thereof to the Manager (if
       such default constitutes or would lead to a breach under any other
       Transaction Document and a shorter period is provided for therein before
       such breach constitutes an event of default or a termination event (or
       the equivalent thereof howsoever described), then the Trustee before
       being entitled to remedy that default shall only be required to give that
       shorter period less one day of written prior notice of such default to
       the Manager). The Manager hereby irrevocably authorises the Trustee to
       deduct all costs and expenses so incurred by the Trustee from the
       Manager's Income Fee.

8.4    NOMINATED CREDIT PROVIDER

       For the purposes of regulation 75 of the Consumer Credit Amendment
       Regulation (No. 3) 1996 of Queensland (as applicable in each state and
       territory of Australia) the Trustee

                                       17
<PAGE>

       nominates the Manager as the "credit provider" in respect of each credit
       contract entered into by the Trustee in relation to the Funds, with
       liability as provided in clauses 8.5 and 8.6. The Manager agrees to be
       the "nominated credit provider" on those terms for the purposes of all
       such credit contracts.

8.5    PRIMARY CCC INDEMNITY

       (a)   Subject to clauses 8.5(b) and 8.7, the Manager must indemnify the
             Trustee and its Officers on demand, free of any set-off or
             counterclaim, against any CCC Liability in connection with the
             Funds, except to the extent that such CCC Liability arises from the
             Trustee's, or any of its Officers', employees', agents' or
             delegates' (excluding the Manager), fraud, negligence or wilful
             default.

       (b)   The Manager's liability under the Primary CCC Indemnity in respect
             of any amount is subject to the limitation that the Manager's
             aggregate liability under the Primary CCC Indemnity in any Annual
             Period for any individual Fund cannot exceed the Primary CCC
             Indemnity Cap for that Fund.

8.6    SECONDARY CCC INDEMNITY

       (a)   Subject to clauses 8.6(b) and 8.7, the Manager must indemnify the
             Trustee and its Officers in its personal capacity only (and not in
             its capacity as trustee of, nor for the benefit of, any of the
             trusts comprising the Funds) on demand, free of any set-off or
             counterclaim, in respect of any CCC Liability incurred by the
             Trustee personally in the course of acting in its capacity as
             trustee of the Funds and which remains outstanding after exhaustion
             of the Primary CCC Indemnity and the Trustee's rights of indemnity
             from the assets of the Funds, except to the extent that such CCC
             Liability arises from the Trustee's, or any of its Officers',
             employees', agents' or delegates' (excluding the Manager), fraud,
             negligence or wilful default.

       (b)   The Manager's liability under the Secondary CCC Indemnity in
             respect of any amount is subject to the condition that the
             Manager's aggregate liability under the Secondary CCC Indemnity in
             any Annual Period for the entire PUMA Fund cannot exceed the
             Secondary CCC Indemnity Cap. However this limitation does not apply
             in relation to Nominated Sub-Funds.

8.7    OVERALL CAP ON CCC LIABILITY

       (a)   Subject to clause 8.7(b), the Manager's aggregate liability under
             the Primary CCC Indemnity and the Secondary CCC Indemnity in any
             Annual Period for the entire PUMA Fund cannot exceed $10,000,000
             (or any other amount agreed between the Manager and the Trustee in
             writing at any time).

       (b)   The limitation imposed in clause 8.7(a) does not apply to Nominated
             Sub- Funds.

8.8    TRUSTEE'S OFFICERS

       The Manager acknowledges that:

       (a)   the Trustee holds the benefit of the Primary and Secondary CCC
             Indemnities (the "INDEMNITIES") for itself and on behalf of its
             Officers; and

       (b)   the Trustee is entitled to enforce the indemnities on behalf of its
             Officers.

       The trust on which the benefit of the indemnities are held will terminate
       on the date which is 80 years after the date of this Deed, unless
       terminated earlier by the Trustee. A person will be an Officer for the
       purposes of this Deed if that person is an Officer at any time, whether
       before

                                       18
<PAGE>

       or after the date of this Deed and notwithstanding the person has ceased
       to be an Officer. Any amounts received by the Trustee under the
       indemnities will, after deduction of all amounts payable to the Trustee
       itself under or in connection with the indemnities or their enforcement,
       be paid to each Officer pro rata to the amounts owing to that Officer.

8.9    TRUSTEE'S CCC RESPONSIBILITIES

       (a)   If a claim is made by a person against the Trustee or any of its
             Officers in any way out of or in connection with CCC Liability for
             which the Trustee is entitled to be indemnified by the Manager
             under this Deed, the Trustee must:

             (i)     give written notice of the claim promptly to the Manager;

             (ii)    at the expense of the Manager, take any action (including
                     legal proceedings) which the Manager reasonably requires to
                     avoid, dispute, defend, appeal or compromise the claim and
                     any adjudication of it;

             (iii)   at the expense of the Manager, render all reasonable
                     assistance and co-operation to the Manager in the conduct
                     of any legal or other proceedings including, without
                     limitation:

                     A.   providing the Manager with any relevant documents in
                          its possession; and

                     B.   signing all relevant documents, authorities and
                          directions,

                     which the Manager may reasonably require for the
                     prosecution or advancement of any legal or other
                     proceedings, but excluding any documents which are not
                     relevant or in respect of which the Trustee is entitled to
                     legal privilege; and

             (iv)    use reasonable endeavours to procure that each of its
                     Officers complies with this clause 8.9.

             The Manager will not be liable to the Trustee's Officers under the
             Primary or Secondary CCC Indemnities in respect of any amount of
             CCC Liability that arises because of a failure of the Trustee's
             Officers to comply with this clause 8.9(a)

       (b)   The Trustee must establish and maintain procedures designed to
             ensure that the Manager is advised as soon as practicable of any
             notice given or purportedly given to the Trustee under section
             53(a) of the Consumer Credit Code in respect of an Approved
             Mortgage or proposed Approved Mortgage.

8.10   TIME AT WHICH CCC LIABILITY ARISES

       For the purposes of the Primary and Secondary CCC Indemnities and their
       availability during any Annual Period, CCC Liability arises in the Annual
       Period during which it is first incurred by the Trustee (or its
       Officers). Without limiting the generality of the previous sentence:

       (a)   CCC Liability the subject of an order or judgment of a court (as
             defined in the Consumer Credit Code) or other judicial body arises
             when an order or judgment in respect of that amount of liability is
             first made or given against the Trustee (or its Officer); and

       (b)   CCC Liability the subject of a settlement in respect of a claim
             arises when that settlement is first entered into by the Trustee
             (or its Officer).


                                       19
<PAGE>

8.11   SURVIVAL OF INDEMNITIES

       Each of the Primary and Secondary CCC Indemnities is a continuing
       obligation, separate and independent from the other obligations of the
       parties and it remains in force notwithstanding:

       (a)   the termination, discharge or performance of those other
             obligations;

       (b)   the completion of the transactions contemplated by this Deed;

       (c)   the termination of the PUMA Fund or any of the Funds comprising it;
             and

       (d)   the removal or resignation of the Trustee under the Trust Deed.

8.12   ENFORCEMENT OF INDEMNITIES

       It is not necessary for the Trustee to make payment before enforcing the
       Primary or Secondary CCC Indemnities.

--------------------------------------------------------------------------------
9.     RETIREMENT OF MANAGER

9.1    VOLUNTARY RETIREMENT

       Subject to clause 9.5, the Manager may at any time retire as Manager upon
       giving not less than ninety days written notice to the Trustee (or such
       shorter period of notice as may be agreed with the Trustee) PROVIDED THAT
       no retirement of the Manager shall become effective until the appointment
       of a new Manager in accordance with clauses 9.3 or 9.4.

9.2    COMPULSORY RETIREMENT

       The Manager shall retire immediately upon written notice from the Trustee
       upon the occurrence of any of the following events:

       (a)   (WINDING UP): the commencement of the winding up of the Manager;

       (b)   (RECEIVER): the appointment of a receiver or official manager in
             respect of the whole or part of the undertaking of the Manager;

       (c)   (ARRANGEMENT): a compromise or arrangement by the Manager with its
             creditors;

       (d)   (MATERIAL BREACH): failure of the Manager to remedy within fourteen
             days after written notice by the Trustee any material breach of its
             obligations;

       (e)   (CEASE BUSINESS): the cessation by the Manager of its business;

       (f)   (CHANGE OF CONTROL): if without the prior written consent of the
             Trustee there occurs:

             (i)     a change in fifty-one per cent (or such other percentage
                     the Trustee may in its absolute discretion determine shall
                     constitute a change in the effective control of the
                     Manager) of the shareholding of the Manager existing at the
                     date of this Deed (whether occurring at one time or through
                     a series or succession of transfers or issues of shares);
                     or

             (ii)    a change in the effective management of the Manager as
                     existing at the date of this Deed such that the Manager is
                     no longer able to fulfil its duties and obligations in
                     relation to the Fund; or

                                       20
<PAGE>

             (iii)   the establishment by any means of any trust under which any
                     third party becomes a beneficial owner of any of the
                     Manager's rights under this Deed,

             and the determination of the Trustee (acting bona fide and
             reasonably) that any of these matters has occurred shall be
             conclusive.

       If the Manager fails to retire after such notice, the Trustee shall have
       the right to remove the Manager immediately.

9.3    MANAGER'S RIGHT TO APPOINT NEW MANAGER

       The Manager shall have the exclusive right for sixty days after giving
       the notice of retirement referred to in clause 9.1 to nominate a new
       Manager (the "MANAGER'S NOMINEE") for appointment by the Trustee in its
       stead. The Trustee shall not refuse to appoint the Manager's Nominee if
       the Manager has:

       (a)   (APPROVED BY CURRENT RATING AUTHORITIES): certified to the Trustee
             that the Manager's Nominee would not cause to its knowledge a
             reduction or withdrawal of the rating by each Current Rating
             Authority of Registered Stock (or Specified Investor Securities, as
             the case may be) relating to each Sub-Fund and is willing to act as
             and undertake the obligations of the Manager contained in this
             Deed;

       (b)   (APPROVED BY MORTGAGE INSURERS): procured the approval by each
             Mortgage Insurer of the proposed appointment; and

       (c)   (MANAGER NOT IN DEFAULT): not done or omitted to do any act or
             thing which shall constitute an unremedied breach of the Manager's
             material obligations contained in this Deed.

       If within the sixty day period referred to in this clause 9.3 the Trustee
       has not approved the appointment of the Manager's Nominee the Trustee
       shall for the succeeding period of sixty days have the exclusive right to
       appoint a new Manager.

9.4    TRUSTEE'S RIGHT TO APPOINT NEW MANAGER

       Where the Manager has retired or has been removed by the Trustee pursuant
       to clause 9.2, the Trustee shall have the right to appoint a new Manager
       and until the appointment is complete the Trustee shall act as Manager.

9.5    CONSEQUENCES OF FAILURE TO APPOINT NEW MANAGER

       Where the Manager has given notice of retirement pursuant to clause 9.1
       and no new Manager has been appointed within one hundred and twenty days
       from the date of the Manager's notice, then the Manager shall not be
       entitled to retire, but shall continue as Manager until termination of
       all Sub-Funds pursuant to the Trust Deed PROVIDED THAT:

       (a)   the Trustee shall not accept further subscriptions to the Fund or
             any Sub-Fund or Warehouse Fund or permit further investments to be
             vested in it pursuant to the Trust Deed; and

       (b)   the Manager may at any time and from time to time submit further
             proposals to the Trustee for the appointment of a company or
             companies to act as Manager.

9.6    APPOINTMENT NOT TO PREJUDICE TRUSTEE STATUS

       Notwithstanding the foregoing provisions, no new Manager shall be
       appointed as Manager of

                                       21
<PAGE>

       the Fund where such appointment is likely to prejudice the rating issued
       by a Current Rating Agency in respect of any Registered Stock or
       Specified Investor Securities.

9.7    DELIVERY OF BOOKS AND RECORDS

       The Manager shall on retirement or removal deliver to the new Manager all
       documents, records, accounts, registers and other property of whatever
       nature relating to the Fund PROVIDED THAT the Manager shall be entitled
       prior to such delivery to take and retain for its own purposes and its
       own expense, but without causing material delay, a copy of the foregoing.

9.8    EXECUTION OF DEED BY NEW MANAGER AND RELEASE OF RETIRING MANAGER

       (a)   Any company appointed as Manager pursuant to this clause 9 shall
             prior to its appointment execute a Deed in such form as the Trustee
             may require (subject to this clause 9.8) whereby such company shall
             undertake to perform all the obligations of the retiring Manager
             under this Deed and thereupon the retiring Manager shall be
             absolved and released from all further obligations under this Deed
             and the new Manager shall and may thereafter exercise all the
             powers and enjoy all the rights (subject to clause 9.9) and shall
             be subject to all the duties and obligations of the Manager under
             this Deed as fully as if such new Manager had been originally named
             as a party to this Deed but the new Manager shall not be required
             to accept responsibility for any antecedent fraud, negligence or
             wilful default on the part of the retiring Manager.

       (b)   Any release in accordance with this clause 9.8 shall not extend to
             any antecedent fraud, negligence or wilful default on the part of
             the retiring Manager.

       (c)   A condition of the appointment of a new Manager shall be that the
             new Manager procures the discharge to the Manager of all the
             Trustee's liabilities to the Manager whether actual, contingent or
             accrued (subject to clause 9.9 in the case of the Manager's Income
             Fee and the Manager's Residual Asset Fee).

9.9    MANAGER'S ENTITLEMENTS ON RETIREMENT/REMOVAL

       Notwithstanding the Manager's retirement or removal for whatever reason
       it shall retain its entitlement to the Manager's Income Fee but only up
       to the date of its retirement or removal PROVIDED ALWAYS that the
       Manager's Income Fee shall be payable subject to the following criteria:

       (a)   (CALCULATION OF FEE PERIOD): the Fee Period referred to in clause
             6.3 shall for the purposes of this clause 9.9 mean the period from
             the previous Fee Payment Date to the date of retirement and/or
             removal;

       (b)   (FEE STATEMENT): the computation of those items listed in clause
             6.3(a) shall be calculated for the Fee Period referred to in clause
             9.9(a);

       (c)   (PAYMENT): the payment and calculation of the Manager's Income Fee
             shall be made at such time as it would have occurred in the usual
             course if the retirement or removal had not occurred;

       (d)   (SET-OFF): the payment shall be reduced by any indebtedness and/or
             liability which the Trustee reasonably considers has arisen or may
             arise and for which the Manager is and/or shall be liable under the
             provisions of this Deed;

       (e)   (PERFORMANCE OF MATERIAL OBLIGATIONS): the Manager's Income Fee
             shall become due and payable only when, subject to clause 9.9(d),
             the Trustee considers the

                                       22
<PAGE>

             Manager has satisfied all of its material obligations imposed by
             this Deed and the Trust Deed or the responsibility for performing
             any outstanding material obligations has been assumed by a new
             Manager.

       Notwithstanding the Manager's retirement or removal, the Manager shall on
       the termination of a Sub-Fund be entitled to the payment of a proportion
       of the Manager's Residual Asset Fee, the proportion being so much of the
       period of its appointment in relation to the Sub-Fund as bears to the
       life of the Sub-Fund.

9.10   EXECUTION OF NEW MORTGAGE ORIGINATION DEEDS BY NEW MANAGER

       Any company appointed as the Manager pursuant to the provisions of this
       clause 9 shall promptly arrange for preparation and execution of
       appropriate documents to vest in the Manager the rights and duties of a
       Manager under any then existing Mortgage Origination Deed.

--------------------------------------------------------------------------------
10.    GENERAL REPRESENTATIONS AND WARRANTIES BY MANAGER

       The Manager represents and warrants to the Trustee that:

10.1   DUE INCORPORATION

       The Manager has been duly incorporated and is validly existing under the
       laws of Australia, with full power and authority (corporate and other) to
       conduct its business as now being conducted and to enter into and perform
       its obligations under this Deed, owns or possesses or has obtained all
       material governmental registrations, licences, permits, consents, orders,
       approvals and other authorisations necessary to carry on its business as
       now being conducted, and is conducting its business so as to comply in
       all material respects with all applicable statutes, ordinances, rules and
       regulations, noncompliance with which could have a material adverse
       effect on the Manager, in the jurisdictions in which it is conducting
       business.

10.2   DUE EXECUTION

       This Deed has been duly authorised, executed and delivered by the Manager
       and will constitute a valid and binding agreement of the Manager in
       accordance with its terms, except as enforcement thereof may be limited
       by bankruptcy, insolvency, reorganisation, liquidation, receivership,
       moratorium or other similar laws relating to or affecting creditors'
       rights generally or the rights of creditors of trust fund managers or by
       general principles of equity, regardless of whether such enforceability
       is considered in a proceeding in equity or at law.

10.3   NO BREACH OF OTHER DOCUMENTS

       Neither the execution nor the delivery of this Deed nor the issuance,
       delivery and sale of Registered Stock, nor the consummation of any other
       of the transactions contemplated herein nor the fulfilment of the terms
       of this Deed or the Registered Stock will result in the breach of any
       term or provision of the Memorandum and Articles of Association of the
       Manager or conflict with, result in a breach, violation or acceleration
       of or constitute a default under, the terms of any indenture or other
       agreement or instrument to which the Manager is a party or by which it is
       bound, or any statute, order or regulation applicable to the Manager of
       any court, regulatory body, administrative agency or governmental body
       having jurisdiction over the Manager or any of its subsidiaries or other
       related companies. The Manager is not a party to, bound by or in breach
       or violation of any indenture or other agreement or instrument, or
       subject to or in violation of any statute, order or regulation of any
       court, regulatory body, administrative agency or governmental body having
       jurisdiction over it, which to the best knowledge of the Manager
       materially and adversely affects, or may in the future materially and
       adversely affect:

                                       23
<PAGE>

       (a)   the ability of the Manager to perform its obligations under this
             Deed; or

       (b)   the business, operations, financial condition, properties or assets
             of the Manager.

10.4   NO LITIGATION ETC.

       There are no actions or proceedings against, or investigations of, the
       Manager pending, or, to the knowledge of the Manager threatened, before
       any court, administrative agency or other tribunal:

       (a)   asserting the invalidity of this Deed or any Registered Stock;

       (b)   seeking to prevent the issuance of any Registered Stock or the
             consummation of any of the transactions contemplated by this Deed;
             or

       (c)   which might materially and adversely affect the performance by the
             Manager of its obligations under, or the validity or enforceability
             of, this Deed or any Registered Stock.

--------------------------------------------------------------------------------
11.    CAPACITY AND LIABILITY OF TRUSTEE

11.1   THIS CLAUSE TO PREVAIL

       All provisions of this Deed shall have effect and be applied subject to
       clause 11.3.

11.2   DEFINITIONS FOR THE PURPOSES OF THIS CLAUSE

       For the purposes of clause 11.3:

       (a)   "OBLIGATIONS" means all obligations and liabilities of whatsoever
             kind undertaken or incurred by or devolving upon the Trustee
             (construed in the absence of clause 11.3) under or in respect of
             this Deed or any deed, agreement or other instrument collateral
             herewith or given or entered into pursuant hereto; and

       "ASSETS" includes all assets, property and rights real or personal of any
             nature whatsoever;

       (b)   a reference to fraud, negligence or wilful default by the Trustee
             includes a reference to fraud, negligence or wilful default by any
             officer, employee, delegate (other than an Originator) or agent of
             the Trustee; and

       (c)   the expression "wilful default" in relation to an Obligation means
             a wilful default by the Trustee in performing an Obligation when
             there are sufficient Assets of the Warehouse Fund or Sub-Fund to
             which such Obligation relates or can be properly apportioned to
             recoup or reimburse the Trustee for any costs and expenses it would
             have incurred had it performed or complied with such Obligation.

11.3   LIMITATION OF LIABILITY

       The Trustee enters this Deed only as trustee of the Fund and,
       notwithstanding anything herein contained, the Manager acknowledges and
       declares that the Obligations are undertaken or incurred by the Trustee
       severally in its capacity as trustee of one or more Warehouse Funds and
       Sub-Funds and, accordingly, except for the Trustee's liability resulting
       from the Trustee's fraud, negligence or wilful default of an Obligation,
       the recourse of the Manager against the Trustee in respect of such
       Obligation is limited severally to the Trustee's right of indemnity out
       of the Assets of each of the Warehouse Funds or Sub-Funds in relation to
       which that Obligation was incurred or can be properly apportioned.

                                       24
<PAGE>

--------------------------------------------------------------------------------
12.    GENERAL PROVISIONS

12.1   GOVERNING LAW

       This Deed shall be governed by and construed in accordance with the laws
       of the State of New South Wales and the parties irrevocably and
       unconditionally submit to the non-exclusive jurisdiction of the courts of
       that State.

12.2   NOTICES

       Every notice, certificate, request, direction, demand or other
       communication of any nature whatsoever required to be served, given or
       made under or arising from this Deed:

       (a)   shall be in writing in order to be valid;

       (b)   shall be deemed to have been duly served, given or made in relation
             to a party if it is:

             (i)     delivered to the address of that party set out in
                     sub-paragraph (e) (or at such other address as may be
                     notified in writing by that party to the other party from
                     time to time); or

             (ii)    posted by pre-paid registered post to such address; or

             (iii)   sent by facsimile to the facsimile number set out in
                     sub-paragraph (e) (or to such other number as may be
                     notified in writing by that party to the other party from
                     time to time);

       (c)   shall be sufficient if executed by the party giving, serving or
             making the same or on its behalf by any two then Authorised
             Signatories of such party;

       (d)   shall be deemed to be given, served or made:

             (i)     (in the case of pre-paid registered post) within 2 Banking
                     Days of posting;

             (ii)    (in the case of facsimile) on receipt of a transmission
                     report confirming successful transmission; and

             (iii)   (in the case of delivery by hand) on delivery;

       (e)   the addresses and facsimile numbers for service of notices as
             referred to in sub-paragraph (b) of this clause are as follows:

             (i)     where the Trustee is the recipient:

                     Perpetual Trustees Australia Limited
                     39 Hunter Street, Sydney
                     New South Wales 2000

                     Fax: (02) 223 7688
                     Attention: Manager - Mortgage Securitisation; and

             (ii)    where the Manager is the recipient:

                     PUMA Management Limited
                     Level 22


                                       25
<PAGE>

                     20 Bond Street, Sydney
                     New South Wales 2000

                     Fax: (02) 237 3370
                     Attention: The Manager: PUMA Programme.

12.3   CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS

       (a)   The parties acknowledge and agree that all of the terms of this
             Deed and all procedures to be implemented pursuant to its
             provisions shall be strictly confidential between the parties and
             they mutually covenant and agree that save as provided in clause
             12.3(b) they will not disclose any of the same to any other person.

       (b)   No public announcement or communication relating to negotiations of
             the parties or the subject matter or the terms of this Deed or
             relating to the Trust Deed shall be made or authorised by or on
             behalf of either party without the prior written approval of the
             other, except disclosures required by law or by and to any Current
             Rating Authority.

12.4   WAIVERS, REMEDIES CUMULATIVE

       Save as provided in this Deed, no failure to exercise and no delay in
       exercising on the part of any party any right, power or privilege under
       this Deed shall operate as a waiver, nor shall any single or partial
       exercise of any right power or privilege preclude any other or further
       exercise of such right power or privilege, or the exercise of any other
       right, power or privilege.

12.5   DATE FOR PERFORMANCE

       Where the date for performance by either party of any of its obligations
       under this Deed falls on a Saturday, Sunday or public holiday that date
       shall be extended to the next Banking Day.

12.6   TIME OF THE ESSENCE

       Time shall be of the essence of the performance by both parties of their
       obligations under this Deed.

12.7   SEVERABILITY

       If any provision of this Deed is prohibited or unenforceable in any
       jurisdiction such provision shall, as to such jurisdiction, be
       ineffective to the extent of such prohibition or unenforceability without
       invalidating the remaining provisions of this Deed or affecting the
       validity or enforceability of such provision in any other jurisdiction.

12.8   AMENDMENT

       The parties may by mutual agreement (in which respect the Manager must
       comply with its obligations under clause 10.8 of the Trust Deed, except
       for the purposes of paragraphs (b) or (f) of this clause 12.8) and by way
       of Supplemental Deed alter, add to or modify this Deed (including this
       clause 12.8) in respect of the management of any one or more Sub-Funds or
       Warehouse Funds so long as such alteration, addition or modification is:

       (a)   to correct a manifest error or ambiguity or is of a formal,
             technical or administrative nature only;

       (b)   in the opinion of the Trustee necessary to comply with the
             provisions of any statute or regulation or with the requirements of
             any governmental authority;


                                       26
<PAGE>

       (c)   in the opinion of the Trustee appropriate or expedient as a
             consequence of an amendment to any statute or regulation or altered
             requirements of any governmental authority (including, without
             limitation, an alteration, addition or modification which is in the
             opinion of the Trustee appropriate or expedient as a consequence of
             the enactment of a statute or regulation or an amendment to any
             statute or regulation or ruling by the Commissioner or Deputy
             Commissioner of Taxation or any governmental announcement or
             statement, in any case which has or may have the effect of altering
             the manner or basis of taxation of trusts generally or of trusts
             similar to the Fund);

       (d)   in the opinion of the Trustee neither prejudicial nor likely to be
             prejudicial to the interests of the Investors in respect of a
             Sub-Fund and the Sub-Fund's Beneficiary (in the case of an
             alteration, addition or modification affecting that Sub-Fund) or a
             Warehousing Investor in respect of a Warehouse Fund (in the case of
             an alteration, addition or modification affecting that Warehouse
             Fund);

       (e)   to apply only in respect of a Sub-Fund or Warehouse Fund yet to be
             constituted under the Trust Deed;

       (f)   necessary to ensure that neither the Trust Deed nor any offer in
             respect of Registered Stock is required to be registered with or
             approved by any regulatory authority in any State or Territory of
             the Commonwealth of Australia; or

       (g)   to amend those parts of this Deed as they relate to the Manager's
             Fee including but without limitation a change in their
             characterisation in the light of any amendment to any statute
             regulation or rule and/or changes to acceptable Standards of
             Accounting adopted by the Institute of Chartered Accountants in
             Australia and/or the Australian Society of Accountants.

12.9   COUNTERPARTS

       This Deed may be executed in any number of counterparts and all of such
       counterparts taken together shall be deemed to constitute one and the
       same instrument.

EXECUTED as a deed.


THE COMMON SEAL of PERPETUAL
TRUSTEES AUSTRALIA LIMITED ACN
000 431 827 was affixed by the
authority of the Board of Directors
in the presence of:

                                            Common Seal of Perpetual
                                            Trustees Australia Affixed

(Sgd) C P Curran                            (Sgd) P F Adams


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

(Signature of Secretary/Director)           (Signature of Director)

Charles Paul Curran                         Peter Forsyth Adams

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

(Name of Secretary/Director in Full)        (Name of Director in Full)


                                       27
<PAGE>

THE COMMON SEAL of PUMA MANAGEMENT
LIMITED ACN 003 297 336 was affixed
in accordance with its Articles of
Association in the presence of:


                                            Common Seal of PUMA Management
                                            Limited Affixed

(Sgd) R Beardmore                           (Sgd) W R Sheppard


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

(Signature)                                 (Signature)


Russell Trevor Michael Beardmore            Wallace Richard Sheppard



--------------------------------------      -----------------------------------
(Name in Full)                              (Name in Full)





                                       28

<PAGE>


This is the annexure marked "A" referred to in a Restated Management Deed dated
8th June 1993 between Perpetual Trustees Australia Limited and PUMA Management
Limited

                                                                Intld:
                                                                  RTMB
                                                                   WRS



 [FORM OF MORTGAGE ORIGINATION DEED FOR ORIGINATORS THAT ARE NOT CREDIT UNIONS]



                            MORTGAGE ORIGINATION DEED





                       DATE:




                      PERPETUAL TRUSTEES AUSTRALIA LIMITED

                                     Trustee



                        MACQUARIE SECURITISATION LIMITED

                                     Manager



      THE PARTY WHOSE NAME AND ADDRESS ARE SET OUT IN ITEM 1 OF SCHEDULE 1

                                   Originator



                                [GRAPHIC OMITTED]

                        MACQUARIE SECURITISATION LIMITED
                                 ACN 003 297 336
                            Level 23, 20 Bond Street
                                 SYDNEY NSW 2000

                              Ref: Bevan Richardson
                            Telephone: (02) 8232-6090
                            Facsimile: (02) 8232-4966

                      (C) Macquarie Securitisation LimiteD




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                                      INDEX

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                                                                                                           PAGE NO.

<S>                                                                                                              <C>
1.    DEFINITIONS AND INTERPRETATION                                                                             1

1.1      DEFINITIONS                                                                                             1

1.2      INTERPRETATION                                                                                          6

1.3      SCHEDULES                                                                                               7

2.    PROCEDURE FOR FUNDING APPROVED MORTGAGE LOANS AND PURCHASE OF APPROVED MORTGAGES                           8

2.1      SUBMISSION OF APPLICATION BY ORIGINATOR                                                                 8

2.2      APPROVAL OF APPLICATION                                                                                 9

2.3      ALLOCATED RATE FOR APPROVED MORTGAGE LOANS                                                             10

2.4      ACCEPTANCE OFFER                                                                                       10

2.5      PROCEDURE AFTER COMMITMENT                                                                             13

2.6      RELIANCE ON ORIGINATOR'S SKILL                                                                         14

2.7      INDEMNITY RE NON-ADHERENCE TO SETTLEMENT DATE                                                          14

2.8      COMMITMENTS TO FUND                                                                                    15

2.9      LOAN APPROVALS                                                                                         18

2.10     ORIGINATOR'S PRE-SETTLEMENT OBLIGATIONS                                                                18

2.11     SETTLEMENT FUNDS                                                                                       19

2.12     SETTLEMENT AND REGISTRATION                                                                            19

2.13     CANCELLATION OF APPROVED APPLICATION                                                                   20

2.14     PAYMENT OF INTEREST DEDUCTED AT SETTLEMENT                                                             21

2.15     DELIVERY OF DOCUMENTS OF TITLE                                                                         21

2.16     EPITOME OF MORTGAGE                                                                                    22
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<S>                                                                                                             <C>
2.17     MANAGER'S RELIANCE ON DOCUMENTS SUBMITTED                                                              22

2.18     INSTRUCTIONS TO APPROVED SOLICITORS                                                                    22

3.    ORIGINATOR'S OBLIGATIONS IN RESPECT OF TRUST MORTGAGES                                                    22

3.1      PAYMENTS BY BORROWERS                                                                                  22

3.2      MANAGEMENT OF TRUST MORTGAGES                                                                          23

3.3      COMPLIANCE WITH MORTGAGE INSURANCES                                                                    23

3.4      PAYMENT OF MANAGEMENT COSTS AND EXPENSES                                                               23

3.5      MAINTENANCE OF RECORDS                                                                                 23

3.6      REPORTS TO MANAGER                                                                                     23

3.7      CARE AND SKILL                                                                                         23

3.8      TRUSTEE'S ENTITLEMENT TO REGISTRATION AS MORTGAGEE                                                     24

3.9      NOTIFY DEATH OF ANY BORROWER                                                                           24

3.10     ADVISE DEFAULTS                                                                                        24

3.11     REVIEW OF COMPLIANCE WITH MORTGAGES                                                                    24

4.    INSURANCES - ORIGINATOR'S OBLIGATIONS                                                                     24

4.1      GENERAL INSURANCE                                                                                      24

4.2      LAPSING OF POLICIES                                                                                    24

4.3      SETTLEMENT OF CLAIMS                                                                                   25

4.4      ORIGINATOR TO ASSIST IN MORTGAGE INSURANCE CLAIMS                                                      25

4.5      MORTGAGE INSURANCE CLAIMS                                                                              25

5.    DEFAULT BY BORROWER - ORIGINATOR'S OBLIGATIONS                                                            26

5.1      ORIGINATOR MAY PAY INTEREST PAYMENTS OVERDUE FROM BORROWERS                                            26

5.2      ORIGINATOR'S OBLIGATIONS TO MAKE GOOD DEFAULTS BY BORROWERS                                            27

5.3      PRE-CONDITIONS TO TRUSTEE INSTITUTING PROCEEDINGS FOR OUTSTANDING PAYMENTS                             27
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<S>                                                                                                             <C>
5.4      ORIGINATOR'S OBLIGATIONS TO ENFORCE MORTGAGE TERMS AGAINST BORROWERS                                   28

5.5      CARRIAGE OF SALE                                                                                       29

5.6      SHORTFALL ON SALE                                                                                      29

5.7      INDEMNITY                                                                                              29

5.8      LIMIT OF ORIGINATOR'S POWERS                                                                           30

ORIGINATOR'S LIABILITY FOR PERSONS RETAINED                                                                     30

6.    WARRANTIES BY ORIGINATOR                                                                                  31

6.1      WARRANTIES                                                                                             31

6.2      WARRANTIES TRUE AT SETTLEMENT DATE                                                                     34

6.3      CORRECTNESS OF APPLICATIONS AND SETTLEMENT STATEMENTS                                                  34

6.4      INDEMNITY                                                                                              34

6.5      WARRANTIES TO CONTINUE                                                                                 34

6.6      ORIGINATOR TO NOTIFY BREACH OF WARRANTY                                                                35

6.7      ORIGINATOR TO CONFIRM WARRANTIES ON REQUEST                                                            35

7.    ORIGINATOR TO BUY BACK MORTGAGES                                                                          35

7.1      REQUEST FOR BUY BACK                                                                                   35

7.2      ORIGINATOR'S OBLIGATIONS                                                                               35

7.3      TRUSTEE AND MANAGER OBLIGATIONS                                                                        35

8.    ORIGINATOR'S REMUNERATION                                                                                 36

8.1      LIMITATION                                                                                             36

8.2      MONTHLY FEE                                                                                            36

8.3      NO SET-OFF BY ORIGINATOR                                                                               37

8.4      MANAGER OR TRUSTEE MAY REMEDY ORIGINATOR'S DEFAULT                                                     37

8.5      MANAGER'S STATEMENT OF COSTS AND EXPENSES                                                              37
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<S>                                                                                                             <C>
9.    STATUS OF ORIGINATOR                                                                                      38

9.1      INDEPENDENT CONTRACTOR                                                                                 38

9.2      ORIGINATOR'S EMPLOYEES                                                                                 38

9.3      ORIGINATOR HAS NO BENEFICIAL INTEREST IN FUND                                                          39

9.4      MANAGEMENT OF ORIGINATOR'S BUSINESS                                                                    39


10.      ORIGINATOR TO OBSERVE PARAMETERS                                                                       39

10.1     STRICT ADHERENCE TO PARAMETERS                                                                         39

10.2     INCONSISTENCY                                                                                          40

10.3     RECEIPT OF COPY OF PARAMETERS                                                                          40

10.4     SUPPLY OF INFORMATION                                                                                  40

11.      FINANCIAL STATEMENTS AND RECORDS                                                                       40

11.1     REPORTS AND STATEMENTS                                                                                 40

11.2     INSPECTION OF ORIGINATOR'S RECORDS                                                                     40

11.3     DOCUMENTS TO REMAIN THE PROPERTY OF THE TRUSTEE                                                        41

11.4     EVIDENCE OF COMPLIANCE WITH LIQUIDITY REQUIREMENTS                                                     41


12.      ASSIGNMENT BY ORIGINATOR                                                                               41

12.1     PRE-CONDITIONS FOR ASSIGNMENT                                                                          41

12.2     CHANGES IN CONTROL OF ORIGINATOR                                                                       42

12.3     ORIGINATOR TO ENTER DEED WITH NEW MANAGER OR TRUSTEE                                                   42

13.      PROFESSIONAL AND FIDELITY INSURANCE                                                                    43

13.1     ORIGINATOR TO OBTAIN AND MAINTAIN PROFESSIONAL AND FIDELITY INSURANCE                                  43

13.2     LAPSING OR TERMINATION OF FIDELITY INSURANCE                                                           43


14.      CHARGE AND SET-OFF                                                                                     43

14.1     CHARGE BY ORIGINATOR                                                                                   43
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<S>                                                                                                             <C>
14.2     AUTHORITY TO SET-OFF WHERE ORIGINATOR IN DEFAULT                                                       44


15.      OBLIGATIONS OF MANAGER                                                                                 44

15.1     ACCEPTANCE OF APPLICATIONS                                                                             44

15.2     NOTIFICATION OF CHANGES - GENERAL                                                                      44

15.3     NOTIFICATION OF APPROVED SOLICITORS AND APPROVED VALUERS                                               45

15.4     NOTIFICATION OF INSTRUCTIONS FROM MORTGAGE INSURER                                                     45

15.5     INDICATOR BULLETIN                                                                                     45


16.      TERMINATION                                                                                            45

16.1     IMMEDIATE TERMINATION BY MANAGER                                                                       45

16.2     DEFAULT BY ORIGINATOR                                                                                  46

16.3     ORIGINATOR'S PERFORMANCE                                                                               47

16.4     ORIGINATOR'S OBLIGATIONS TO SURVIVE                                                                    47

16.5     ORIGINATOR TO DELIVER BOOKS                                                                            47

16.6     ORIGINATOR'S ENTITLEMENT TO MONTHLY FEE                                                                48


17.      GENERAL PROVISIONS                                                                                     48

17.1     GOVERNING LAW                                                                                          48

17.2     STRICT COMPLIANCE                                                                                      48

17.3     NOTICES                                                                                                49

17.4     CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS                                                               50

17.5     NON MERGER                                                                                             50

17.6     WAIVERS, REMEDIES CUMULATIVE                                                                           50

17.7     STAMP DUTY                                                                                             50

17.8     OTHER MORTGAGE ORIGINATION DEEDS                                                                       50

17.9     DATE FOR PERFORMANCE                                                                                   51
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<S>                                                                                                             <C>
17.10       TIME OF THE ESSENCE                                                                                 51

17.11       SEVERABILITY                                                                                        51

17.12       GENERAL INDEMNITY                                                                                   51

17.13       COUNTERPARTS                                                                                        51


18.      TRUSTEE'S COVENANT                                                                                     51

18.1     THIS CLAUSE TO PREVAIL                                                                                 51

18.2     DEFINITIONS FOR THE PURPOSES OF THIS CLAUSE                                                            51

18.3     LIMITATION ON LIABILITY                                                                                52

18.4     TRUSTEE'S PERFORMANCE                                                                                  52


19.      GUARANTEE AND INDEMNITY                                                                                52



SCHEDULE 1                                                                                                       54


SCHEDULE 6                                                                                                       55


SCHEDULE 8                                                                                                       57
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THIS DEED is made the               day of                    2000



BETWEEN    PERPETUAL TRUSTEES AUSTRALIA LIMITED, ACN 000 431 827, a company
           incorporated in New South Wales and having its registered office at
           Level 7, 39 Hunter Street, Sydney (the 'TRUSTEE')

AND        MACQUARIE SECURITISATION LIMITED, ACN 003 297 336, a company
           incorporated in New South Wales and having its registered office at
           Level 3, 20 Bond Street, Sydney (the 'MANAGER')

AND        THE PARTY WHOSE NAME AND ADDRESS ARE SET OUT IN ITEM 1 OF SCHEDULE 1
           (the 'ORIGINATOR')


RECITALS

A.         By a Trust Deed dated 13 July 1990 (the 'TRUST DEED') made between
           the Trustee and the person referred to therein as the Founder a trust
           known as the PUMA Fund (the 'FUND') was established.

B.         By a Deed dated 26 July 1990 (the 'MANAGEMENT DEED') made between the
           Trustee and the Manager the Manager was appointed the Manager of the
           Fund.

C.         The Originator carries on business as a financier and/or financial
           intermediary and has experience in placing moneys on mortgages of
           real estate and in the management of mortgages.

D.         The Originator has requested the Manager to appoint the Originator as
           its non-exclusive delegate to manage and administer those aspects of
           the Fund as are more particularly detailed in this Deed and the
           Manager has agreed to do so in accordance with the provisions of this
           Deed.

E.         By its execution of this Deed the Trustee consents to the appointment
           of the Originator referred to in Recital D in accordance with the
           provisions of this Deed.


THIS DEED WITNESSES

1.         DEFINITIONS AND INTERPRETATION

1.1        DEFINITIONS

           In this Deed, unless the context otherwise indicates:


<PAGE>
                                       2


           "ACCEPTANCE" means an acceptance by the Originator pursuant to clause
           2.4 of an Offer.

           "ALLOCATED RATE" means the rate of interest expressed as a percentage
           per annum applicable on funds offered by the Manager to the
           Originator pursuant to clause 2 which shall include the Originator's
           Management Rate and which may be a rate which is either fixed or
           calculated by reference to a floating indicator.

           "APPLICATION" means an application made by the Originator pursuant to
           clause 2.1.

           "APPLICATION FEE" means the fee required by the Manager to be paid to
           it by the Originator in support of an Application or an Application
           to Fund.

           "APPLICATION TO FUND" has the meaning given to this term in clause
           2.8.1.

           "APPROVED APPLICATION" means an Offer which has been accepted in
           accordance with clause 2.4.

           "APPROVED MORTGAGE" means a Mortgage which at the date it is accepted
           into the Fund shall:

           (1)        be covered by the Security Enhancements or have such other
                      enhancements as are considered by the Trustee and the
                      Manager to be not less than the Security Enhancements but
                      subject always to the provisions of the Trust Deed; and

           (2)        be in accordance with the provisions of this Deed and the
                      Parameters.

           "APPROVED MORTGAGE LOAN" means a loan secured by an Approved
           Mortgage.

           "APPROVED SOLICITOR" means, a solicitor, conveyancer or Licensed Land
           Broker or firm of any of them approved by the Trustee for the
           purposes of the Fund having:

           (1)        not less than 3 principals; and

           (2)        professional indemnity or similar insurance for an amount
                      of not less than $4 million or such greater amount as the
                      Trustee considers appropriate from time to time.

           "APPROVED VALUER" means a registered valuer within the meaning of the
           Valuers Registration Act 1975 (New South Wales) in the case of New
           South Wales land or a registered valuer within the meaning of the
           corresponding legislation in any other State or Territory in relation
           to land situate in such other State or Territory, in each case
           approved by the Trustee and each Mortgage Insurer for the purposes of
           the Fund.

           "ASSOCIATE" means in respect of a natural person:

           (1)        any relative of that person;


<PAGE>
                                       3


           (2)        any company of which that person is a director or a
                      substantial shareholder (as that term is used in the
                      Corporations Law);

           (3)        any person who is a director or a substantial shareholder
                      of a company described in (2) above; or

           (4)        any related body corporate of a company described in (2)
                      above; and

           in respect of a company:

           (1)        any director or substantial shareholder of that company;

           (2)        any company of which that first company is a substantial
                      shareholder; or

           (3)        any related body corporate of that company.

           "AUTHORISED INVESTMENT" means any of the categories of investments
           set out in the Second Schedule to the Trust Deed.

           "BANK" means any bank licensed to carry on banking business in
           Australia having a Prescribed Rating as defined in the Trust Deed.

           "BANKING DAY" means a day other than a Saturday, Sunday or public
           holiday in New South Wales on which Banks are open for business in
           Sydney.

           "BORROWER" means the applicant for a Loan Approval and includes the
           Borrower's successors and permitted assigns and also (where the
           context so admits) a Mortgagor under a Mortgage.

           "BREAK COSTS" means the consideration payable by a Mortgagor under an
           Approved Mortgage for repayment of the principal sum prior to the Due
           Date, whether the repayment is made voluntarily or compulsorily.

           "COLLATERAL SECURITY" or "COLLATERAL DOCUMENT" means any mortgage,
           charge, security, guarantee, indemnity, Encumbrance or other
           agreement which secures any of the moneys and/or obligations secured
           under a Mortgage whether or not it secures other moneys or
           obligations and whether or not it is given contemporaneously with the
           Mortgage.

           "DOCUMENTS OF TITLE" means all documents evidencing the title of a
           Mortgagor to a Property (and in respect of the purchase of Approved
           Mortgages all guarantees, loan deeds and other documents evidencing
           the terms of the Approved Mortgage and/or ancillary or collateral
           thereto) and other documents which the Originator is required to
           obtain on or before settlement of a Mortgage in accordance with the
           Parameters, this Deed and good conveyancing practice and includes all
           collateral securities to a Mortgage.

           "DUE DATE" means the date stipulated in a Mortgage for repayment of
           the principal sum.


<PAGE>
                                       4


           "EASTERN STANDARD TIME" means the time as applicable in Sydney
           (including Eastern Summer Time).

           "ENCUMBRANCE" includes any mortgage, caveat, pledge, charge, lien,
           assignment by way of security, security interest, title retention of
           any kind (specific or general) (including any agreement to give any
           of the foregoing), any conditional sale and any other security
           agreement or arrangement of whatever nature.

           "INTEREST RATE DELIVERY COMMITMENT" has the meaning given to this
           term in clause 2.8.2.

           "INVESTOR" means a person shown in the register established and
           maintained by the Trustee under the provisions of the Trust Deed as
           the holder of an Investor Entitlement.

           "INVESTOR ENTITLEMENT" means the entitlement of an Investor to the
           payment of principal and interest at the rate and at the time shown
           in the register established under the provisions of the Trust Deed in
           respect of an Investor.

           "LICENSED LAND BROKER" means in the case of South Australian land, a
           land broker within the meaning of the Land Agents Valuers and Brokers
           Act 1973 (South Australia) and in the case of Western Australian
           land, a "settlement agent" within the meaning of the Settlement
           Agents Act 1981 (Western Australia).

           "LOCK-IN DATE" means the date on which the Originator accepts an
           Allocated Rate pursuant to either clause 2.4.1(2) or clause 2.4.2(2).

           "LOAN APPROVAL" means an approval for a loan given by the Originator
           to a prospective Borrower and includes an approval for the sale of an
           Approved Mortgage to the Trustee.

           "MORTGAGE" means a registered first mortgage in a form approved by
           the Trustee over any estate or interest in freehold or leasehold land
           situate in any State or Territory of Australia given or transferred
           to the Trustee to secure a loan which satisfies the criteria for an
           Approved Mortgage Loan.

           "MORTGAGE INSURANCE" means the insurance effected by a Mortgage
           Insurance Policy.

           "MORTGAGE INSURANCE POLICY" means each Pool Insurance Policy and each
           Primary Mortgage Insurance Policy.

           "MORTGAGE INSURER" means each corporation or corporations which:

           (a)        is or are approved from time to time by the Trustee and
                      the Manager; and

           (b)        has issued or issues a Mortgage Insurance Policy to the
                      Trustee.

           "MORTGAGE RECORDS" means all mortgage papers and documents files
           receipts insurance policies insurance premium sheets ledger sheets
           payment records correspondence current and historical computerised
           data files and other papers accounts


<PAGE>
                                       5


           and records of whatever kind or description, whether developed or
           originated by the Originator or not, relating to any Trust Mortgage
           or the performance by the Originator of its obligations pursuant to
           this Deed.

           "MORTGAGOR" means the mortgagor named in a Mortgage and includes the
           successors transferees and permitted assigns of the Mortgagor.

           "OFFER" means an Offer made by the Manager to the Originator to
           accept an Application pursuant to clause 2.2.

           "ORIGINATOR'S MANAGEMENT RATE" means the rate calculated on the
           principal sum under each Trust Mortgage introduced by the Originator
           which the Manager agrees to instruct the Trustee to pay to the
           Originator in consideration of the Originator managing those Trust
           Mortgages in accordance with the provisions of this Deed, which rate
           shall be set at 0.25% p.a. or such other amount as the Trustee and
           the Manager may agree from time to time.

           "ORIGINATOR'S RATE" means an amount representing the difference
           between the lower rate of interest under a Trust Mortgage and the
           Allocated Rate for that Mortgage.

           "PARAMETERS" means collectively the Programme Parameters and the
           Third Schedule Parameters.

           "POOL INSURANCE POLICY" means any pool insurance policy from time to
           time taken out in favour of the Trustee in its capacity as trustee of
           the Fund.

           "PRIMARY MORTGAGE INSURANCE POLICY" means a policy of insurance
           (other than a Pool Insurance Policy) under which, inter alia, an
           insurer insures an Approved Mortgage against loss by the Trustee for,
           inter alia, a fixed sum or a percentage (up to and including 100%) of
           the principal amount secured thereby and/or for interest payments
           owing under such Approved Mortgage.

           "PROGRAMME PARAMETERS" means the manual called "The Puma Fund
           Programme Parameters" issued by the Manager setting out in detail the
           obligations of the Originator in relation to the origination and
           management of Approved Mortgages hereunder, as the same may from time
           to time be amended, supplemented or replaced.

           "PROPERTY" means the land and improvements the subject of an Approved
           Application and/or an Approved Mortgage.

           "SECURITY ENHANCEMENTS" means each Mortgage Insurance Policy, any
           relevant stand-by arrangements and/or such other security, support,
           rights and/or benefits made available to the Trustee in support of or
           substitution for an Authorised Investment or income or benefit
           arising thereon as permitted by the Trust Deed.

           "SETTLEMENT DATE" means the date specified in an Approved Application
           for settlement of an Approved Mortgage Loan or the purchase by the
           Trustee of an Approved Mortgage.


<PAGE>
                                       6


           "SETTLEMENT STATEMENT" means a statement in the form set out in
           Schedule 8.

           "SOLICITORS CERTIFICATE" means a certificate in the form set out in
           Schedule 10 of the Programme Parameters given by an Approved
           Solicitor immediately prior to settlement of an Approved Mortgage
           Loan or the purchase by the Trustee of an Approved Mortgage (as the
           case may be).

           "THIRD SCHEDULE PARAMETERS" means the criteria set out in the Third
           Schedule of the Trust Deed.

           "TRANSFER OF MORTGAGE" means a transfer to the Trustee of an Approved
           Mortgage pursuant to clause 2.

           "TRUST MORTGAGE" means Mortgage accepted into the Fund pursuant to
           clause 2.

           "VALUATION" means a valuation of the Property the subject of an
           Approved Application made by an Approved Valuer not more than three
           (3) months prior to the Settlement Date in respect of that Property
           which Valuation:

           (1)        complies with the Parameters;

           (2)        specifies the person who has requested it; and

           (3)        clearly sets out that it is addressed to and can be relied
                      upon by each of the Trustee, the Manager, the Originator
                      and the corresponding Mortgage Insurer,

           PROVIDED THAT:

           (A)        a Valuation which otherwise meets the above criteria shall
                      not be acceptable if it has been undertaken on the
                      instruction of the Borrower;

           (B)        in the case of the purchase of an Approved Mortgage the
                      Trustee may in its discretion accept a Valuation which is
                      re-addressed by the Approved Valuer to the Trustee, the
                      Manager, the Originator and the corresponding Mortgage
                      Insurer.

           "WAREHOUSING INVESTOR" means an investor who becomes a Warehousing
           Investor by virtue of clause 5 of the Trust Deed.

           "WAREHOUSE OBLIGATIONS" means the obligations of the Manager to
           ensure that funds for Settlement of an Approved Application are
           available on the Settlement Date for that Approved Application.

1.2      INTERPRETATION

           In this Deed except to the extent that the context otherwise requires
           or the contrary intention appears:


<PAGE>
                                       7

           1.2.1      references to any legislation or to any provision of any
                      legislation shall include any statutory modification or
                      re-enactment of, any legislation or provision substituted
                      for or replacing (in whole or in substance) such
                      legislation or provision, and all legislation and
                      statutory instruments issued under, such legislation;

           1.2.2      words denoting the singular number shall include the
                      plural and vice versa;

           1.2.3      words denoting individuals shall include corporations and
                      firms and vice versa;

           1.2.4      references to this Deed or to any other document or
                      agreement, shall include references to this Deed or such
                      document or agreement as novated, supplemented, varied or
                      replaced from time to time;

           1.2.5      references to any person in this Deed or any other
                      document or arrangement shall include reference to its
                      successors and permitted assigns;

           1.2.6      words denoting any gender shall include all genders;

           1.2.7      headings are for convenience only and shall not affect
                      interpretation of this Deed;

           1.2.8      where any payment is to be made under or in relation to
                      this Deed on a day not being a Banking Day the requirement
                      for such payment shall be deemed to be on the next
                      following Banking Day;

           1.2.9      references to "dollars", "Dollars", "$" or to another
                      amount are references to the relevant units of the lawful
                      currency of the Commonwealth of Australia;

           1.2.10     "writing" includes words of like import including
                      printing, typing, lithography and other means of
                      reproducing words in a tangible and viable form;

           1.2.11     the expression "RELATED BODY CORPORATE" has the same
                      meaning given to it in section 9 of the Corporations Law;
                      and

           1.2.12     the use of "CORRESPONDING" in association with Mortgage
                      Insurer, Mortgage Insurance and Mortgage Insurance Policy
                      in a provision of this Deed means the existing or proposed
                      Mortgage Insurer, Mortgage Insurance or Mortgage Insurance
                      Policy (as the case may be) relating to the existing or
                      proposed Trust Mortgage or Property the subject of that
                      provision.

1.3        SCHEDULES

           The Manager may with the prior consent of the Trustee (which shall
           not be unreasonably withheld) from time to time vary the form and
           substance of the Schedules to this Deed and from the time that a
           Schedule is so varied, a reference herein to that Schedule shall be
           to the Schedule so varied.


<PAGE>
                                       8


2.         PROCEDURE FOR FUNDING APPROVED MORTGAGE LOANS AND PURCHASE OF
           APPROVED MORTGAGES

2.1        SUBMISSION OF APPLICATION BY ORIGINATOR

           2.1.1      The Originator may submit an Application to the Manager
                      for the Trustee to make an Approved Mortgage Loan or to
                      purchase an Approved Mortgage, which shall be in the form
                      set out in Schedule 4.

           2.1.2      In submitting an Application the Originator:

                      (1)        shall request the Manager to make an Offer in
                                 accordance with clause 2.2;

                      (2)        shall state whether the Application is to be
                                 the subject of an Interest Rate Delivery
                                 Commitment previously made by the Manager and,
                                 if so, give sufficient details to identify the
                                 relevant Interest Rate Delivery Commitment;

                      (3)        may nominate a proposed Settlement Date which
                                 is not more than 10 weeks from the date of
                                 Application or such longer period as the
                                 Manager agrees;

                      (4)        shall state whether the Application is for
                                 funds at a fixed rate or at a floating rate;

                      (5)        may request the Manager to provide an Allocated
                                 Rate for a specified Settlement Date; and

                      (6)        acknowledges that if the Originator does not
                                 request provision of an Allocated Rate then:

                                 (A)        the Originator may request an
                                            Allocated Rate at any time up to a
                                            date being not later than five (5)
                                            Banking Days prior to the Settlement
                                            Date

                                 PROVIDED THAT:

                                 (B)        if the Originator does not request
                                            an Allocated Rate within thirty (30)
                                            days of the date of its Acceptance
                                            of the Offer as specified in clause
                                            2.4.2(2) then, unless the Manager
                                            otherwise agrees, the Approved
                                            Application shall thereupon be
                                            treated as having been cancelled.

           2.1.3      Each Application submitted to the Manager shall:

                      (1)        be properly completed and signed by the
                                 Originator;


<PAGE>
                                       9


                      (2)        be accompanied by:

                                 (A)        a Valuation of the Property;

                                 (B)        copies of all documentation to be
                                            lodged in support of the application
                                            to the Mortgage Insurer for Mortgage
                                            Insurance; and

                                 (C)        any other documents or information
                                            which the Manager may require.

           2.1.4      The Originator acknowledges to the Trustee and the Manager
                      that the Trustee, the Manager and the corresponding
                      Mortgage Insurer will be relying on the information and
                      documentation provided by the Originator in and with the
                      Application, including when the Manager or the Originator
                      (as the case may be) submits the Application to the
                      Mortgage Insurer for approval. The Originator shall
                      indemnify and keep indemnified the Trustee and the Manager
                      from and against any loss or damage which they or either
                      of them may suffer or incur in respect of or otherwise
                      arising from the fact that any of the contents of the
                      Application or the documentation accompanying it (or the
                      copy Application or accompanying documentation to the
                      corresponding Mortgage Insurer) are untrue or misleading.

2.2        APPROVAL OF APPLICATION

           2.2.1      The Manager may (in its absolute discretion) submit the
                      Application to the Trustee for signature of the proposal
                      to a Mortgage Insurer incorporated in the Application and,
                      subject to the next sentence of this clause, the Manager
                      may then lodge the Application and all relevant
                      documentation with that Mortgage Insurer for approval. As
                      an alternative to the Manager lodging the Application and
                      all relevant documentation with a Mortgage Insurer, the
                      Originator may, if permitted by the Manager, lodge a copy
                      of the Application and all relevant documentation direct
                      with that Mortgage Insurer for approval. If the Mortgage
                      Insurer shall require any additional information as a
                      pre-requisite to approving the Application the Originator
                      shall use its best endeavours to procure the same upon
                      notification by the Manager or the Mortgage Insurer of the
                      requirement.

           2.2.2      Upon receipt of approval of the Application by the
                      Mortgage Insurer the Manager may (in its absolute
                      discretion) make an Offer to accept an Application but the
                      Manager shall be under no obligation to do so and may
                      decline to make an Offer notwithstanding the approval of
                      an Application by the Mortgage Insurer.

           2.2.3      The Offer for:

                      (1)        a proposed Approved Mortgage Loan the subject
                                 of an Interest Delivery Rate Commitment shall
                                 be in the form set out in Annexure (a) to
                                 Schedule 3;


<PAGE>
                                       10


                      (2)        a proposed purchase of an Approved Mortgage the
                                 subject of an Interest Delivery Rate Commitment
                                 shall be in the form set out in Annexure (b) to
                                 Schedule 3;

                      (3)        a proposed Approved Mortgage Loan to which
                                 paragraph (1) above does not apply shall be in
                                 the form set out in Schedule 6 and, where
                                 appropriate, with the Annexure to it;

                      (4)        the proposed purchase of an Approved Mortgage
                                 to which paragraph (2) above does not apply
                                 shall be in the form set out in Schedule 7 and,
                                 where appropriate, with the Annexure to it.

           2.2.4      The Originator acknowledges that any such Offer shall be
                      made to the Originator personally and in its capacity as
                      the Originator under this Deed and in no other capacity
                      and shall not in any way be deemed to constitute an offer
                      to any proposed Borrower or to the proposed transferor of
                      an Approved Mortgage.

2.3        ALLOCATED RATE FOR APPROVED MORTGAGE LOANS

           In the case of Applications which are not made pursuant to an
           Interest Delivery Rate Commitment (in accordance with clause
           2.1.2(2)), the Allocated Rate for a Settlement Date shall be:

           2.3.1      in the case of an Approved Mortgage Loan, the Allocated
                      Rate specified in the Annexure to Schedule 6;

           2.3.2      in the case of the purchase of an Approved Mortgage, the
                      Allocated Rate specified in the Annexure to Schedule 7.

2.4        ACCEPTANCE OFFER

           2.4.1  (1) Where the Manager has made an Offer which includes an
                      Annexure to either Schedule 6 or Schedule 7, the
                      Originator may accept the Offer by signing and returning
                      the Schedule 6 and Annexure or the Schedule 7 and Annexure
                      (as appropriate) to the Manager within thirty (30) minutes
                      (or within such other period as may be nominated by the
                      Manager from time to time and indicated in the Offer) of
                      receipt of the Offer by the Originator.

                  (2) If the Originator accepts the Offer in the manner and
                      within the time specified in clause 2.4.1(1), then subject
                      to clause 2.4.5 the Offer and Acceptance shall be deemed
                      completed and an enforceable contract shall subject to the
                      other provisions of this Deed exist between the parties
                      from the time the Manager receives the Acceptance.

                  (3) If the Originator does not accept the Offer in the manner
                      and within the time specified in clause 2.4.1(1), then the
                      Acceptance by the Originator shall be deemed to be an
                      Application under clause 2.1 and the provisions


<PAGE>
                                       11


                      of clause 2.4.2(2) shall apply to it mutatis mutandis.

           2.4.2  (1) Where the Manager has made an Offer which does not include
                      an Annexure to either Schedule 6 or Schedule 7, the
                      Originator may accept the Offer by signing and returning
                      the Schedule 6 without Annexure or the Schedule 7 without
                      Annexure (as appropriate) within 5 Banking Days (or within
                      such other period as may be nominated by the Manager from
                      time to time and indicated in the Offer) of receipt of the
                      Offer by the Originator but in that event the Application
                      shall be treated only as an Approved Application and the
                      following provisions of this clause 2.4.2 shall apply.

                  (2) If the Originator accepts the Offer in the manner and
                      within the time specified in clause 2.4.2(1), then the
                      Originator may (subject always to proviso (ii) below) not
                      less than 5 Banking Days prior to the Settlement Date
                      request the Manager to specify an Allocated Rate and in
                      that event:

                      (A)        the Manager shall promptly furnish to the
                                 Originator the Schedule 6 Annexure or the
                                 Schedule 7 Annexure (as appropriate);

                      (B)        the Originator may accept the Allocated Rate so
                                 offered within thirty (30) minutes of receipt
                                 of the relevant Annexure;

                      (C)        if the Originator accepts the Allocated Rate so
                                 offered, then subject to clause 2.4.5 the Offer
                                 and Acceptance shall be deemed completed and an
                                 enforceable contract shall subject to the other
                                 provisions of this Deed exist between the
                                 parties from the time the Manager receives the
                                 Acceptance,

                      PROVIDED ALWAYS and the parties acknowledge and agree
                      that:

                      (i)        an Approved Application may proceed to
                                 settlement only after an Allocated Rate has
                                 been received and accepted pursuant to this
                                 clause 2.4.2; and

                      (ii)       an Approved Application for which the
                                 Originator has not requested and accepted an
                                 Allocated Rate within 30 calendar days after
                                 the date it accepts the Offer pursuant to
                                 clause 2.4.2(2) shall, unless the Manager
                                 otherwise agrees, be deemed to have been
                                 cancelled.

           2.4.3      The Originator agrees that:

                      (1)        each Application shall, if required by the
                                 Manager, be accompanied by the Application Fee;


<PAGE>
                                       12


                      (2)        if not already paid, the Application Fee shall
                                 become immediately due and payable on the date
                                 it accepts the Offer whether or not the
                                 relevant Annexure was included in the Offer;

                      (3)        if it does not accept the Offer within the
                                 relevant times referred to in clauses 2.4.1 or
                                 2.4.2, then:

                                 (A)        the Offer shall ipso facto lapse;
                                            and


                                 (B)        any Application Fee already paid by
                                            the Originator shall be retained by
                                            the Manager;

                      (4)        the decision of the Manager as to whether an
                                 Acceptance has been properly completed by the
                                 Originator shall be final and binding on the
                                 Originator;

                      (5)        if the Manager declines to make an Offer
                                 pursuant to clause 2.2.2 any Application Fee
                                 already paid by the Originator shall be
                                 refunded to the Originator;

                      (6)        if for any reason other than that specified in
                                 the preceding sub-clause (5):

                                 (A)        funds are not advanced;

                                 (B)        an Allocated Rate is never set; or

                                 (C)        an Approved Application is cancelled
                                            or is deemed to have been cancelled
                                            pursuant to any of the provisions of
                                            this clause 2,

                                 THEN the Manager may in its absolute discretion
                                 refund the whole or part of the Application Fee
                                 actually paid by the Originator OR where the
                                 Application Fee has been debited to the
                                 Originator's account, credit that account with
                                 the whole or part of the Application Fee.

           2.4.4      Where the Originator has not specified a Settlement Date
                      in an Approved Application it may appoint a Settlement
                      Date by giving to the Manager not less than 5 Banking
                      Day's notice in writing expiring at any time not later
                      than 10 weeks after the date of the initial Application
                      (or such longer period as the Manager agrees).

           2.4.5      Notwithstanding any other provision of this Deed, if the
                      Allocated Rate at which the Manager is offering funds to
                      Originators, or the rate being quoted to the Manager for
                      funds, at the time when the Manager receives an Acceptance
                      in accordance with clause 2.4.1(2) or clause 2.4.2(2)(B)
                      is more than at least 0.05% greater than the Allocated
                      Rate applicable at the time when the Manager made the
                      relevant Offer pursuant to clause 2.4.1(1) or furnished an
                      Annexure pursuant to clause 2.4.2(2)(A) (as the case may
                      be) then, at the option of the Manager, the Manager may
                      cancel the Offer made by it by notice in writing to the


<PAGE>
                                       13


                      Originator given no later than the Banking Day following
                      the date of the Originator's abovementioned Acceptance in
                      which event the Manager shall have no further obligations
                      whatsoever in respect of that Offer.

2.4.6                The preceding provisions of this clause 2.4 shall not apply
                     to Offers made pursuant to an Interest Delivery Rate
                     Commitment. The Originator may accept such an Offer by
                     signing and returning the relevant Annexure to Schedule 3
                     within 5 Banking Days (or within such other period as may
                     be nominated by the Manager from time to time and indicated
                     in the Offer) of receipt of the Offer in which case the
                     Offer and Acceptance shall be deemed completed and an
                     enforceable contract shall subject to the other provisions
                     of this Deed exist between the parties from the time the
                     Manager receives the Acceptance.

2.5        PROCEDURE AFTER COMMITMENT

           If the Originator accepts an Offer within the time and in the manner
           specified in clause 2.4 then:

           2.5.1      any Application Fee paid by the Originator shall be
                      applied by the Manager in any manner as the Manager may in
                      its absolute discretion decide and those fees shall not be
                      refundable to the Originator should the Approved
                      Application not proceed for any reason;

           2.5.2      the Originator shall instruct an Approved Solicitor to
                      investigate the title to and all other relevant aspects of
                      each Property the subject of an Approved Application and
                      shall give that Solicitor all instructions on behalf of
                      the Trustee as may be necessary in the circumstances and
                      shall supervise the carrying out of those instructions.
                      Those instructions shall, inter alia, include:

                      (1)        the form of Mortgage to be used (or the
                                 Mortgage the subject of the Approved
                                 Application) and the form of all other
                                 Collateral Documents to be used shall be the
                                 forms approved by the Manager and the Trustee
                                 from time to time;

                      (2)        in the case of the purchase of an Approved
                                 Mortgage, that the benefit of all collateral
                                 securities must be transferred to the Trustee
                                 on settlement;

                      (3)        a direction that the Solicitor shall observe
                                 the requirements of the Parameters and
                                 including in the case of the purchase of
                                 Approved Mortgages that the terms and
                                 conditions of such Mortgages meet the
                                 requirements of the Parameters;

                      (4)        any instructions given by the Originator, the
                                 Manager and/or the Trustee (including the
                                 general requirements of Approved Solicitors
                                 from time to time issued by the Manager and the
                                 Trustee); and


<PAGE>
                                       14


                      (5)        any conditions required by the corresponding
                                 Mortgage Insurer to be met in order for the
                                 Mortgage Insurer to issue Mortgage Insurance
                                 for the proposed Mortgage and generally shall
                                 be in terms identical with those on which the
                                 Manager has approved the Application;

           2.5.3      where the applicable Allocated Rate is established by
                      reference to a floating indicator, the Manager shall
                      determine the applicable value of that floating indicator
                      on the Banking Day immediately preceding the Settlement
                      Date and shall notify the Originator of the resulting
                      Allocated Rate by no later than 3.00 p.m. on the said
                      Banking Day;

           2.5.4      in the case of the proposed purchase of an Approved
                      Mortgage which has existing Mortgage Insurance which
                      accords with the Parameters, the Originator shall procure
                      that the transferor with the consent of the Mortgage
                      Insurer shall assign that policy to the Trustee and the
                      Mortgage Insurer shall provide to the Manager:

                      (1)        a copy of the existing policy of the Mortgage
                                 Insurance; and

                      (2)        evidence that it has been properly assigned to
                                 the Trustee as required by this clause 2.5.4;
                                 and

           2.5.5      in the case of the purchase of an Approved Mortgage and
                      subject to clauses 2.10 and 2.11 the Originator shall sell
                      to the Trustee or procure that the proposed transferor of
                      the Approved Mortgage shall sell to the Trustee and the
                      Trustee shall purchase from the Originator or from the
                      proposed transferor of the Approved Mortgage the relevant
                      Approved Mortgage for the price and on the terms specified
                      in the Approved Application.

2.6        RELIANCE ON ORIGINATOR'S SKILL

           The Originator acknowledges that the Trustee and the Manager will be
           relying on the Originator's reputation, skill and judgement in
           selecting Approved Mortgages which are suitable for Approved Mortgage
           Loans and/or for purchase by the Trustee and in the finalisation and
           settlement of Approved Applications in such a manner as to best serve
           the interests of the Investors and Warehousing Investors. The
           Originator warrants to the Trustee and the Manager that it has and
           will at all times use substantial and sufficient skill and judgement
           in performing its obligations under this Deed.

2.7        INDEMNITY RE NON-ADHERENCE TO SETTLEMENT DATE

           The Originator further acknowledges that in respect of an Approved
           Application it is essential that the relevant Mortgage shall be
           available for entry into the Fund by the Trustee on the Settlement
           Date on and in accordance with the terms of the Approved Application
           for the reason that the Manager will have incurred Warehouse
           Obligations. Without limiting the operation of clause 2.8, commencing
           on the Lock-in Date the Originator shall indemnify and keep
           indemnified the Manager and the Trustee against any loss which the
           Manager or


<PAGE>
                                       15


           the Trustee respectively may suffer or may be likely to suffer as a
           result of the Originator failing to have procured the settlement of
           the relevant Approved Application by the Settlement Date (including
           without limiting the generality of the foregoing, the cancellation of
           an Approved Application pursuant to clause 2.13). The Originator
           agrees that:

           2.7.1      the amount of any such loss shall be the actual costs and
                      expenses incurred by the Manager or the Trustee (as the
                      case may be) in having the warehouse facility (resulting
                      from the Manager incurring Warehouse Obligations)
                      available for drawdown between the Settlement Date and the
                      actual settlement date PROVIDED THAT for the purposes of
                      this sub-clause 2.7.1 the expression "the actual
                      settlement date" shall never mean a date later than the
                      proposed Due Date of the Mortgage the subject of the
                      Approved Application;

           2.7.2      the Manager's or the Trustee's (as the case may be)
                      determination of the amount of any loss or damage suffered
                      by it and referred to in this clause 2.7 shall be final
                      and binding on the Originator and a statement in writing
                      signed on behalf of the Manager or the Trustee by a
                      director, secretary or other authorised officer of the
                      Manager or the Trustee (as the case may be) of such amount
                      shall as against the Originator be conclusive; and

           2.7.3      the Manager shall have the right at any time to cancel the
                      Approved Application if the actual settlement date does
                      not occur within two (2) Banking Days after the Settlement
                      Date (or within such extended period after the Settlement
                      Date as the Manager may agree to in writing) without
                      prejudice to the other provisions of this clause 2.7 AND
                      in that event the Originator acknowledges that neither the
                      Manager nor the Trustee (in the absence of negligence on
                      the part of either of them) shall be liable in any way for
                      any loss or damage incurred by the Originator or by the
                      party to whom the Originator has given the Loan Approval
                      pursuant to clause 2.9.

2.8        COMMITMENTS TO FUND

           2.8.1      In respect of given interest rate products and maturities
                      from time to time specified by the Manager as available
                      for commitments in advance pursuant to this clause 2.8 to
                      fund Approved Mortgage Loans or to purchase Approved
                      Mortgages, the Originator may submit to the Manager an
                      Application to Fund in the form set out in Schedule 2 (an
                      "APPLICATION TO FUND") requesting that the Manager make
                      available funds for an amount specified therein (being not
                      less than $500,000 or such other amount from time to time
                      specified in the Parameters) on the date referred to in
                      the Application to Fund for the purpose of originating
                      Approved Mortgage Loans or purchasing Approved Mortgages.

           2.8.2      Upon receipt of an Application to Fund, the Manager may in
                      its absolute discretion issue to the Originator Part A of
                      an Interest Delivery Rate Commitment in the form of
                      Schedule 3 (an "INTEREST DELIVERY RATE COMMITMENT").


<PAGE>
                                       16


           2.8.3      The Manager shall in Part A of each Interest Delivery Rate
                      Commitment specify the following:

                      (1)        the amount to which the Interest Delivery Rate
                                 Commitment relates (the "COMMITMENT AMOUNT");

                      (2)        the indicative minimum Allocated Rate applying
                                 for that Commitment Amount (the "INDICATIVE
                                 MINIMUM ALLOCATED RATE");

                      (3)        the date on which the Originator must satisfy
                                 its obligations pursuant to clause 2.8.6 in
                                 respect of that Commitment Amount (the
                                 "DELIVERY DATE"); and

                      (4)        the applicable Due Date.

           2.8.4      If the Originator wishes to accept the details specified
                      in Part A of an Interest Delivery Rate Commitment issued
                      by the Manager pursuant to clause 2.8.2 it shall sign and
                      return to the Manager Part B thereof within 30 minutes of
                      the issue of such Part A by the Manager (or such other
                      period specified by the Manager).

           2.8.5      Upon receipt of Part B of an Interest Delivery Rate
                      Commitment, the Manager may in its absolute discretion
                      issue to the Originator a completed Part C of the Interest
                      Delivery Rate Commitment. If in that Part C the Manager
                      specifies a final minimum Allocated Rate (the "FINAL
                      MINIMUM ALLOCATED RATE") which is not greater than the
                      Indicative Minimum Allocated Rate plus 0.05% then:

                      (1)        such Final Minimum Allocated Rate shall be
                                 binding on the Originator and the provisions of
                                 clauses 2.8.6 - 2.8.10 (inclusive) shall apply
                                 to, and only in respect of, such an Interest
                                 Delivery Rate Commitment and the Final Minimum
                                 Allocated Rate in respect thereof; and

                      (2)        the Originator shall deliver to the Manager
                                 immediately upon receipt of that Part C an
                                 acknowledgment in the form of Part D of
                                 Schedule 3 provided that such acknowledgment
                                 shall be by way of confirmation only and a
                                 failure by the Originator to deliver it shall
                                 in no way whatsoever prejudice the binding
                                 agreement which arises pursuant to the
                                 Manager's Part C.

                     If the Manager does not issue a completed Part C of an
                     Interest Rate Delivery Commitment or the Final Minimum
                     Allocated Rate does not fall within the upper limit
                     specified in the preceding sentence of this clause, then
                     Parts A & B of the Interest Rate Delivery Commitment shall
                     lapse and shall not be binding on the Manager or the
                     Originator.

           2.8.6      The Originator shall ensure, subject to the provisions of
                      this Deed, the Parameters and the Trust Deed, that on each
                      Delivery Date Approved Mortgage Loans are originated and
                      Approved Mortgages are purchased in accordance with the


<PAGE>
                                       17


                      procedures set out in this clause 2 each of which has a
                      lower rate of interest of not less than the final Minimum
                      Allocated Rate and a Due Date the same as the Due Date
                      nominated by the Originator in the relevant Application to
                      Fund and which collectively have an aggregate principal
                      sum equal to the Commitment Amount.

           2.8.7      Without affecting the operation of clause 2.8.8, if the
                      Originator has not fully complied with its obligations
                      pursuant to clause 2.8.6 in respect of a given Commitment
                      Amount by the Delivery Date in relation thereto, the
                      Originator shall for the period of 30 days commencing on
                      and from that Delivery Date (the "EXTENDED DELIVERY
                      PERIOD") pay to the Manager on demand compensation
                      calculated on a daily basis in respect of the funding and
                      hedging costs incurred directly or indirectly by the
                      Manager in making available and preserving the Interest
                      Delivery Rate Commitment including without limitation the
                      cost of compensating any relevant Warehousing Investor for
                      its funding and hedging costs incurred in the proposed
                      funding by that Warehousing Investor of the whole or any
                      part of the Commitment Amount. The Manager may at any
                      time, and for any reason, in its absolute discretion
                      terminate or further extend the Extended Delivery Period.
                      Notwithstanding anything herein contained, the Manager
                      shall not be obliged to make any payment to the Originator
                      under this clause.

           2.8.8      The Originator shall on demand pay to the Manager and the
                      Trustee, and shall forever indemnify the Manager and the
                      Trustee against, any costs, expenses or damages incurred
                      by the Manager or the Trustee (as the case may be) as a
                      result of a failure by the Originator to comply with
                      clause 2.8.6 and, without limiting the generality of the
                      foregoing, shall pay to the Manager and the Trustee all
                      costs incurred by the Manager or the Trustee in closing
                      out, terminating, unwinding or the equivalent any
                      arrangement entered into by the Manager or the Trustee in
                      order to make the Commitment Amount available on the
                      Delivery Date for not less than the Final Minimum
                      Allocated Rate (including without limitation the cost of
                      compensating any relevant Warehousing Investor for its
                      funding and hedging costs incurred in the proposed funding
                      by that Warehousing Investor of the whole or any part of
                      the Commitment Amount).

           2.8.9      The Manager's determination of the amount payable by the
                      Originator pursuant to clause 2.8.7 or clause 2.8.8 shall
                      be final and binding on the Originator and any statement
                      in writing signed on behalf of the Manager of such amount
                      shall be conclusive evidence thereof.

           2.8.10     The Manager may make a demand on the Originator pursuant
                      to clauses 2.8.7 or 2.8.8 on its own behalf or on behalf
                      of the Trustee at any time and from time to time. All
                      payments in respect of claims made on behalf of or by the
                      Trustee pursuant to clauses 2.8.8 or 2.8.9 shall, unless
                      otherwise directed in writing by the Trustee, be made by
                      the Originator to the Trustee.

           2.8.11     The Originator agrees that:


<PAGE>
                                       18


                      (1)        each Application to Fund shall, if required by
                                 the Manager, be accompanied by the Application
                                 Fee;

                      (2)        if not already paid, the Application Fee shall
                                 become immediately due and payable on the date
                                 the Manager issues a completed Part C of an
                                 Interest Rate Delivery Commitment in accordance
                                 with clause 2.8.5;

                      (3)        if the Manager does not issue a completed Part
                                 C of an Interest Rate Delivery Commitment in
                                 accordance with clause 2.8.5, any Application
                                 Fee already paid by the Originator shall be
                                 refunded to the Originator;

                      (4)        if for any reason other than that specified in
                                 the preceding sub-clause (3):

                                 (A)        funds are not advanced; or

                                 (B)        an Approved Application is cancelled
                                            or is deemed to have been cancelled
                                            pursuant to any of the provisions of
                                            this clause 2,

                      THEN the Manager may in its absolute discretion refund the
                      whole or part of the Application Fee actually paid by the
                      Originator OR where the Application Fee has been debited
                      to the Originator's account, credit that account with the
                      whole or part of the Application Fee.

2.9        LOAN APPROVALS

           The Originator shall not grant any Loan Approval except pursuant to
           an Approved Application and in compliance with the Parameters. The
           Originator shall not give (and acknowledges that it has no authority
           to give) any undertaking or obligation which purports to bind the
           Trustee and/or the Manager otherwise than pursuant to a Loan
           Approval. The Originator shall indemnify the Manager and the Trustee
           and keep each of them indemnified against any liability however
           arising as a result of the Originator giving any Loan Approval
           otherwise than as provided in this clause.

2.10       ORIGINATOR'S PRE-SETTLEMENT OBLIGATIONS

           The Originator shall not less than five (5) Banking Days prior to the
           proposed settlement date of an Approved Mortgage Loan or the purchase
           of an Approved Mortgage advise the Manager in writing of the proposed
           settlement date and at the same time the Originator shall deliver or
           cause to be delivered to the Manager:

           2.10.1     a Settlement Statement addressed to the Manager in respect
                      of the Approved Mortgage Loan or the Approved Mortgage
                      completed and certified by and/or on behalf of the
                      Originator to be true and correct;

           2.10.2     where applicable, the documents and evidence required by
                      clause 2.5; and


<PAGE>
                                       19


           2.10.3     such other documents or things as from time to time shall
                      be required pursuant to the Parameters or are otherwise
                      stipulated by the Manager.

2.11       SETTLEMENT FUNDS

           The Originator shall advise the Manager not less than two (2) Banking
           Days prior to the proposed settlement date of the amount or amounts
           required to be paid by the Trustee to settle the Approved Mortgage
           Loan or to purchase the Approved Mortgage. Subject to:

           2.11.1     the Manager and the Trustee having received the items
                      specified in clause 2.10;

           2.11.2     the Trustee and the Manager each receiving a copy of the
                      Solicitor's Certificate from the Approved Solicitor in
                      accordance with this Deed and the Parameters; and

           2.11.3     the right of the Trustee and/or the Manager to cancel the
                      Approved Application pursuant to clause 2.13,

                      the Trustee and the Manager shall arrange for settlement
                      in respect of the Approved Mortgage Loan or the purchase
                      of the Approved Mortgage and the Manager shall direct the
                      Trustee on behalf of the Fund, or arrange for a
                      Warehousing Investor, to draw a cheque for the amount of
                      the Approved Mortgage Loan or the purchase price of the
                      Approved Mortgage and to have it available for the
                      collection by the Approved Solicitor (or alternatively to
                      transfer the relevant amount to the trust account of the
                      Approved Solicitor) by 10.30 a.m. Eastern Standard Time on
                      the morning of the proposed settlement date or at such
                      other time as the Trustee may agree. The Originator shall
                      notify the Manager immediately should there be any change
                      to the settlement date previously advised and the
                      Originator shall be responsible for any loss thereby
                      occasioned (including, without limitation, loss calculated
                      in accordance with clause 2.7). If settlement is delayed
                      by more than 3 Banking Days from the Settlement Date the
                      Originator shall cause the Approved Solicitor to remit all
                      settlement moneys previously made available by the Trustee
                      to the Trustee or to such other person as the Trustee may
                      alternatively direct.

2.12       SETTLEMENT AND REGISTRATION

           The Originator shall instruct the Approved Solicitor:

           2.12.1     to attend settlement of the Approved Mortgage Loan or the
                      purchase of the Approved Mortgage and to obtain the
                      Documents of Title;

           2.12.2     immediately after the issue of the copy of its Solicitor's
                      Certificate, to forward the original thereof to the
                      Manager for verification (to be received by the Manager no
                      later than one Banking Day prior to settlement) and as
                      soon as practical following verification the Manager shall
                      forward such original to the Trustee;


<PAGE>
                                       20


2.12.3               immediately after settlement to lodge at the Land Titles
                     Office the Mortgage and/or the Transfer of Mortgage and
                     such other of the Documents of Title which may be necessary
                     to enable the Mortgage and/or the Transfer of Mortgage to
                     be registered without delay; and

2.12.4               to advise the Trustee in writing of the dealing number of
                     the Mortgage or Transfer of Mortgage immediately after it
                     has been lodged for registration.

2.13       CANCELLATION OF APPROVED APPLICATION

           The Originator acknowledges that the Manager and/or the Trustee may
           at any time prior to the actual settlement date by written notice to
           the Originator cancel an Approved Application if:

           2.13.1     either of them is not satisfied that all the criteria for
                      acceptance of an Approved Mortgage into the Fund have been
                      met;

           2.13.2     if the relevant Mortgage:

                      (1)        in the case of an Approved Mortgage Loan, when
                                 prepared by an Approved Solicitor, does not
                                 confirm with the Parameters; or

                      (2)        in the case of the purchase of a Mortgage, is
                                 found not to be an Approved Mortgage;

           2.13.3     the Trustee has not received all of the items referred to
                      in clause 2.10 and 2.11.2;

           2.13.4     the Trustee has not received a certificate from the
                      Manager in accordance with the Manager's obligations under
                      the provisions of the Management Deed;

           2.13.5     the Trustee has become aware that the requisite Security
                      Enhancements applicable to the relevant Mortgage not
                      available;

           2.13.6     for any reason the Trustee is not satisfied that there are
                      or will be on the Settlement Date sufficient funds
                      available at the rate or on the other terms advised by the
                      Manager to the Trustee to be the rate or terms contained
                      in the Approved Application for settlement of the Approved
                      Mortgage Loan or the purchase of the Approved Mortgage
                      including, without limiting the foregoing, an
                      insufficiency of funds or expected insufficiency of funds
                      arising by reason of any change in applicable law,
                      regulation, treaty or official directive or in the
                      interpretation or administration thereof by any
                      governmental, fiscal, monetary or other authority charged
                      with the administration thereof;

           2.13.7     the lower rate of interest under the Approved Mortgage is
                      less than the Allocated Rate;


<PAGE>
                                       21


           2.13.8     the Manager and/or the Trustee believes that acceptance of
                      the application would not be in the best interests of the
                      Fund and/or the Warehousing Investor which is to provide
                      the requisite funds; or

           2.13.9     if the Originator is in breach of this Deed in any respect
                      whatsoever,

           AND the Originator further acknowledges and agrees that if an
           Approved Application is cancelled pursuant to this clause 2.13 then,
           without limiting the operation of clause 2.7;

           2.13.10    notwithstanding that such cancellation may be due to an
                      act or omission by the Manager or the Trustee neither the
                      Manager nor the Trustee shall be liable in any way for any
                      loss or damage incurred by the Originator or by the person
                      to whom the Originator has given the Loan Approval
                      pursuant to clause 2.9 and the Originator shall indemnify
                      and keep indemnified the Manager and the Trustee against
                      any action proceedings claim or demand instituted or made
                      by any such person in respect of any such loss or damage;
                      and

           2.13.11    except to the extent that such cancellation may be due to
                      a negligent act or omission by the Manager or the Trustee
                      the Originator shall compensate the Manager and the
                      Trustee for any funding or hedging costs or liabilities
                      incurred by them in respect of any funds or rates
                      previously committed by either of them to funding the
                      Approved Application, including without limitation any
                      costs arising from an Interest Rate Delivery Commitment or
                      from the commitment of funds consequent upon an
                      Acceptance.

2.14       PAYMENT OF INTEREST DEDUCTED AT SETTLEMENT

           The Originator shall instruct the Approved Solicitor to deliver a
           cheque for any interest payment under an Approved Mortgage which has
           been deducted from the settlement funds to the Trustee as soon as
           possible after settlement and in any event within 3 Banking Days of
           the actual settlement.

2.15       DELIVERY OF DOCUMENTS OF TITLE

           The Originator shall instruct the Approved Solicitor to deliver to
           the Trustee as soon as practicable and, in any event, within five (5)
           Banking Days of the date of receipt by the Approved Solicitor of each
           Mortgage after registration by the appropriate Land Titles Office or
           other appropriate registry of the Mortgage or the Transfer of
           Mortgage:

           2.15.1     the Documents of Title; and

           2.15.2     such other documents or things as may from time to time be
                      required pursuant to the Parameters or are otherwise
                      stipulated by the Manager or the Trustee.


<PAGE>
                                       22


2.16       EPITOME OF MORTGAGE

           The Originator on behalf of the Trustee shall instruct the Approved
           Solicitor to send to the Borrower, the Manager and the Trustee within
           five (5) Banking Days of settlement of each Approved Mortgage Loan an
           epitome of the Mortgage in the form specified by the Manager from
           time to time.

2.17       MANAGER'S RELIANCE ON DOCUMENTS SUBMITTED

           2.17.1     In respect of any document other than a Settlement
                      Statement required to be given or produced to the Manager
                      by the Originator, the Originator acknowledges that the
                      Manager shall not be concerned to enquire as to the
                      correctness and/or proper completion of the document.

           2.17.2     In respect of a Settlement Statement, the Originator
                      acknowledges that the Manager shall only be concerned to
                      enquire as to its completeness and shall not be obliged to
                      enquire as to its correctness.

2.18       INSTRUCTIONS TO APPROVED SOLICITORS

           The Originator undertakes and agrees that:

           2.18.1     it will instruct all Approved Solicitors acting in respect
                      of Approved Mortgage Loans or the purchase of Approved
                      Mortgages that subject to the provisions of clause 2.18.2
                      all such instructions are given by the Originator on
                      behalf of the Trustee and that at all material times those
                      Approved Solicitors will be deemed to be acting on behalf
                      of the Trustee who will be relying upon all advice
                      opinions and certificates given by them;

           2.18.2     notwithstanding the provisions of this Deed generally and
                      clause 2.18.1 in particular or any Mortgage or any rule of
                      law or equity to the contrary the Originator and not the
                      Trustee shall be liable to bear the costs and
                      disbursements (including without limitation duties and
                      taxes of all kinds whether State or Federal) of Approved
                      Solicitors and the Originator agrees to indemnify the
                      Trustee and to keep the Trustee indemnified in respect of
                      the same.

3.         ORIGINATOR'S OBLIGATIONS IN RESPECT OF TRUST MORTGAGES

3.1        PAYMENTS BY BORROWERS

           In respect of all Trust Mortgages the Originator shall direct the
           Borrower to make all payments direct to the account of the Trustee in
           its capacity as mortgagee under the Trust Mortgage in the manner
           authorised by the Trustee from time to time. If the Originator shall
           at any time receive any such payment it shall immediately deposit
           that payment with the Trustee and that payment shall be deemed to be
           held by the Originator in trust for the Trustee until so deposited.


<PAGE>
                                       23


3.2        MANAGEMENT OF TRUST MORTGAGES

           The Originator shall manage each Trust Mortgage using all proper care
           and skill as would be taken by a prudent mortgagee. None of the
           provisions of this Deed shall be construed as in any way limiting the
           Originator's obligations under this clause PROVIDED THAT where this
           Deed deals expressly with a given management responsibility or sets
           out a specific procedure in relation to a particular subject, this
           clause shall not be construed as conferring any power, authority or
           obligation on the Originator that differs from the express terms
           herein contained in relation to that responsibility or to permit any
           other procedure in relation to that particular subject other than the
           express procedure set our herein.

3.3        COMPLIANCE WITH MORTGAGE INSURANCES

           The Originator shall ensure that each Trust Mortgage is managed in
           accordance with the terms of all corresponding Mortgage Insurance and
           where the Originator is required to be approved by the corresponding
           Mortgage Insurer, the Originator shall comply with the terms of any
           such approval and maintain its accreditation as an approved mortgage
           originator.

3.4        PAYMENT OF MANAGEMENT COSTS AND EXPENSES

           The Originator shall pay from its own funds all costs and expenses of
           performing its obligations pursuant to this Deed and except where it
           is expressly authorised by this Deed to do so the Originator shall
           not seek nor shall it be entitled to receive any reimbursement from
           either the Manager or the Trustee.

3.5        MAINTENANCE OF RECORDS

           The Originator shall at its expense maintain records of all Trust
           Mortgages introduced by the Originator which shall include such
           details as the Manager may from time to time require. If requested by
           the Manager the Originator shall provide a true copy of the whole or
           any part of those records.

3.6        REPORTS TO MANAGER

           The Originator shall keep the Manager promptly and regularly informed
           of any action taken by it pursuant to this Deed and will recommend
           appropriate procedures and actions to be taken by the Trustee in
           order to enable the rights and interests of the Trustee, Investors
           and Warehousing Investors to be protected at all times.

3.7        CARE AND SKILL

           The Originator shall at all times use all proper care and skill in
           carrying out its obligations under this Deed and it acknowledges that
           in entering into this Deed the Manager and the Trustee are relying on
           the skill and judgement of the Originator.


<PAGE>
                                       24


3.8        TRUSTEE'S ENTITLEMENT TO REGISTRATION AS MORTGAGEE

           Nothing in this Deed nor any failure by the Manager or the Trustee to
           comply with its terms shall prevent the Trustee from being registered
           as mortgagee under any Trust Mortgage and the Originator shall not in
           any way interfere with such registration and shall lend such
           assistance as may reasonable be required to effect registration.

3.9        NOTIFY DEATH OF ANY BORROWER

           The Originator shall promptly notify the Manager if it receives
           notice of the death of any Borrower.

3.10       ADVISE DEFAULTS

           The Originator shall immediately advise the Manager in writing if it
           becomes aware of, or has reasonable grounds to suspect, the
           occurrence of any default, event of default (howsoever described) or
           any event which with the giving of notice, lapse of time or any
           determination could constitute such an event of default under any
           Approved Mortgage Loan, Approved Mortgage or Collateral Security or
           the occurrence of any act, omission, circumstance or event which
           reasonably could materially adversely effect the financial condition
           of any Borrower, Mortgagor or surety thereof or the ability of any of
           them to perform their respective obligations under any Approved
           Mortgage Loan, Approved Mortgage or Collateral Security.

3.11       REVIEW OF COMPLIANCE WITH MORTGAGES

           The Originator shall conduct regular reviews (being not less than
           annually) in accordance with the Parameters in relation to each Trust
           Mortgage.


4.         INSURANCES - ORIGINATOR'S OBLIGATIONS

4.1        GENERAL INSURANCE

           The Originator shall ensure that all buildings and improvements on
           the Property the subject of a Trust Mortgage shall at all times
           during the currency of the Mortgage be insured by the Mortgagor in
           the names of the Mortgagor and the Trustee for their respective
           interests for their full replacement and reinstatement value against
           all such risks and by such classes of insurance as provided for in
           the Parameters and with such insurance office as the Manager and the
           corresponding Mortgage Insurer shall approve.

4.2        LAPSING OF POLICIES

           The Originator shall ensure that all insurances referred to in clause
           4.1 provide for the Trustee (or such other person as the Manager or
           the Trustee may from time to time specify) to be notified not later
           than fourteen (14) days (or such other number of days as the Manager
           may in writing agree to) prior to any such insurance policies lapsing
           or being


<PAGE>
                                       25


           cancelled. If the Originator becomes aware that any insurance policy
           is about to lapse or be cancelled or has lapsed or cancelled the
           Originator shall immediately after becoming aware thereof:

           4.2.1      notify the Manager and the Trustee;

           4.2.2      pay out of its own funds the amount necessary to renew or
                      replace the lapsed or cancelled policy; and

           4.2.3      provide the Trustee and/or the Manager with details of the
                      new insurances effected.

4.3        SETTLEMENT OF CLAIMS

           The Originator shall not settle or compound any claims pursuant to
           any insurance policy unless it has obtained the prior written
           approval of the Manager and the Trustee and it shall comply with the
           instructions of the Manager, the Trustee and the corresponding
           Mortgage Insurer with respect to the application of the proceeds of
           any such policy to which the Trustee is entitled.

4.4        ORIGINATOR TO ASSIST IN MORTGAGE INSURANCE CLAIMS

           The Originator acknowledges that it is aware there may be policies of
           Mortgage Insurance between the Trustee and a Mortgage Insurer in
           respect of the portfolio of Mortgages which form part of the Fund
           under which the Manager and the Trustee have obligations certain of
           which must be performed within specific time frames. The Originator
           agrees that it shall promptly do all such things and give all such
           reports and information to the Trustee and the Manager as may be
           necessary to enable them to carry out their obligations to the
           Mortgage Insurer within the specific time frames.

4.5        MORTGAGE INSURANCE CLAIMS

           If:

           4.5.1      the Trustee shall claim and recover any moneys pursuant to
                      a policy of Mortgage Insurance; and

           4.5.2      there shall be a surplus remaining after the Trustee has
                      received payment in full in respect of all moneys secured
                      by the Mortgage to which that claim relates,

           then the Manager shall direct the Trustee to the extent that funds
           are available and may lawfully be so applied, to reimburse the
           Originator in respect of any payments made by the Originator pursuant
           to this clause 4 together with the reasonable costs to the Originator
           of making any such payment.


<PAGE>
                                       26


5.         DEFAULT BY BORROWER - ORIGINATOR'S OBLIGATIONS

5.1        ORIGINATOR MAY PAY INTEREST PAYMENTS OVERDUE FROM BORROWERS

           5.1.1      The Manager shall use its best endeavours to give to the
                      Originator on or before the twenty-second day of each
                      calendar month a list (the "DELINQUENT LIST") of those
                      Trust Mortgages under which the Borrower is according to
                      the then records in default in payment of interest
                      ("overdue interest payments").

           5.1.2      Within two (2) Banking Days of receipt of the delinquent
                      list pay to the Trustee the amount of all overdue interest
                      payments in respect of any Borrower as specified in that
                      delinquent list (all such payments shall be calculated at
                      the lower interest rate specified in the relevant Trust
                      Mortgages).

           5.1.3      If the Originator has made a payment pursuant to clause
                      5.1.2 and has not made (and is not required pursuant to
                      clause 5.1.4 to make) a claim in respect of that payment
                      under the Mortgage Insurance Policy then the Manager shall
                      (subject to receipt by the Trustee from the defaulting
                      Borrower of the same) direct the Trustee to reimburse the
                      same to the Originator (calculated at the higher interest
                      rate specified in the corresponding Trust Mortgage)
                      PROVIDED THAT the Manager shall not be obliged to direct
                      the Trustee to take action to recover any interest not
                      paid by the Borrower except as provided in clause 5.3.

           5.1.4      (1)      The parties acknowledge that the Trustee and/or
                               the Manager may establish a Mortgage Insurance
                               Policy in respect of a Trust Mortgage under
                               which the Originator is entitled to claim
                               directly on the Mortgage Insurer in respect of
                               overdue interest payments paid by the
                               Originator pursuant to clause 5.1.2.

                      (2)      The Originator agrees with the Trustee and the
                               Manager that notwithstanding the express and
                               implied provisions of such a Mortgage Insurance
                               Policy, if the Originator makes a second
                               payment under clause 5.1.2 at a time when the
                               first payment has not been reimbursed to it
                               pursuant to clause 5.1.3, it shall claim the
                               entire amount of all then overdue interest
                               payments then outstanding in respect of the
                               relevant Trust Mortgage and paid by it pursuant
                               to clause 5.1.2 and, thereafter, shall claim
                               under the Mortgage Insurance Policy for each
                               succeeding overdue interest payment for that
                               Trust Mortgage paid by it pursuant to clause
                               5.1.2.

                      (3)      The Originator acknowledges that if it makes a
                               claim on a Mortgage Insurance Policy pursuant
                               to this clause 5.1.4 in respect of overdue
                               interest payments for a Trust Mortgage pursuant
                               to clause 5.1.2 then it shall have no
                               entitlement to the corresponding interest
                               payment (calculated at the higher rate
                               specified in the Trust Mortgage) if actually
                               received by the Trustee and/or the Manager.
<PAGE>
                                     27

                      (4)      All claims by the Originator on a Mortgage
                               Insurance Policy shall be made in accordance
                               with this Deed, the Parameters and the
                               corresponding Mortgage Insurance Policy.

                      (5)      Any payment by a Mortgage Insurer in respect of
                               a claim by the Originator pursuant to this
                               clause will be made to the Trustee. The Manager
                               will, after satisfying itself regarding the
                               propriety of the claim, direct the Trustee to
                               pay the corresponding amount to the Originator.

           5.1.5     Notwithstanding any other provision of this Deed the
                     Originator shall have no entitlement to any interest on
                     overdue interest payable in respect of any Trust Mortgage.

5.2        ORIGINATOR'S OBLIGATIONS TO MAKE GOOD DEFAULTS BY BORROWERS

           Subject to this Deed generally and clause 9 in particular, the
           Originator shall on the instruction of the Manager and the Trustee
           take such steps and incur such expenses as are necessary for the
           Trustee to enforce the terms of each Trust Mortgage or otherwise
           exercise any of the rights conferred on the Trustee under each Trust
           Mortgage including the taking out or renewal of insurance policies
           over buildings and improvements on a Property pursuant to clause 4.2
           and undertaking necessary repairs and paying rates and taxes levied
           on any Property. In exercising its powers under this clause the
           Originator shall retain the services and seek the advice of such
           competent and qualified solicitors, valuers, builders and other
           experts as it thinks fit. Where the Originator considers that any
           such expenses will not be substantially recoverable from the Borrower
           or any guarantor or surety it will promptly seek instructions from
           the Manager before taking action but the Originator shall not delay
           payment of any overdue insurance premium pursuant to clause 4 pending
           receipt of instructions. The fact that there may be a shortfall shall
           not exonerate the Originator fom its obligations to make any payments
           pursuant to this clause. If the Borrower subsequently pays the amount
           of the expenses so incurred by the Originator the Manager shall
           direct the Trustee to pay that amount including any interest at the
           higher rate paid on it by the Borrower less any taxes or expenses
           incurred by the Trustee or the Originator for its own use and
           benefit.

5.3        PRE-CONDITIONS TO TRUSTEE INSTITUTING PROCEEDINGS FOR OUTSTANDING
           PAYMENTS

           Upon and in consideration of the Originator making any payments
           pursuant to clauses 4.2, 5.1 and/or 5.2 the Manager shall subject to
           the agreement of the corresponding Mortgage Insurer direct the
           Trustee to institute proceedings against the relevant Borrower to
           recover such payments in accordance with the terms of the relevant
           Trust Mortgage PROVIDED THAT prior to commencement of any such
           proceedings the Originator shall where necessary provide the
           requisite funds to enable those proceedings to be conducted AND the
           Originator shall indemnify the Trustee and keep the Trustee
           indemnified in respect of all costs and expenses incurred in those
           proceedings.
<PAGE>

                                       28


5.4      ORIGINATOR'S OBLIGATIONS TO ENFORCE MORTGAGE TERMS AGAINST BORROWERS

         5.4.1    Upon:

                  (1)      the occurrence of any event of default (howsoever
                           expressed) under a Trust Mortgage; and

                  (2)      receipt of instructions from the Manager and the
                           Trustee,

                  THEN in accordance with the Parameters and subject to those
                  instructions the Originator shall at its own expense take such
                  steps as may lawfully be permitted and as may be required to
                  enable the default to be quickly remedied. Without limiting
                  the generality of the Originator's obligations under this
                  sub-clause 5.4.1 the Originator shall immediately upon receipt
                  of the delinquent list pursuant to sub-clause 5.1.1 make
                  demand on the Borrower named in that list for payment of the
                  overdue interest payment. The Originator shall ensure that
                  each demand is in a form and is served in a manner sufficient
                  for the purposes of any subsequent enforcement which may be
                  pursued in accordance with clause 5.4.2 and shall obtain from
                  Approved Solicitors such legal advice as is necessary to
                  achieve this. Additionally the Originator shall comply with
                  such direction as to the form and service of demand as may be
                  given by the Manager and the Trustee from time to time.

         5.4.2    The Originator shall at the written direction of the Manager
                  and subject to the prior consent of the Trustee at the
                  Originator's expense:

                  (1)      exercise such powers of the Trustee (including its
                           power of sale) as may be necessary and give all
                           notices signed by the Trustee and do all things
                           required by law to realise the Property the subject
                           of the Trust Mortgage or otherwise recover the
                           outstanding amount as soon as reasonably possible;

                  (2)      commence and diligently prosecute such legal
                           proceedings (including proceedings for vacant
                           possession of the Property) as may be necessary.

         5.4.3    The Manager shall lend and shall procure that the Trustee
                  shall lend such assistance as may be necessary to enable the
                  Originator to perform its obligations under this clause 5.4.

         5.4.4    The Originator shall be entitled to be paid:

                  (1)      on discharge of the relevant Trust Mortgage; or

                  (2)      should the Trustee sell the Property as mortgagee,
                           out of the proceeds of sale; or

<PAGE>
                                       29

                  (3)      should a claim be made on and paid by the
                           corresponding Mortgage Insurer from the proceeds of
                           that claim,

                  all expenses which the Originator has incurred pursuant to
                  clause 5.2 or this clause 5.4 PROVIDED THAT such payment shall
                  only be made to the Originator after the Trustee has received
                  payment in full of all moneys secured to it by the Mortgage
                  and any expenses incurred by the Trustee or which the Trustee
                  considers will or may be incurred for which it has not been
                  reimbursed and then only to the extent that funds are
                  available to the Trustee.

         5.4.5    The Manager shall direct the Trustee to make any necessary
                  claim on the corresponding Mortgage Insurer and in such event
                  the Originator shall indemnify the Trustee and keep the
                  Trustee indemnified in respect of all costs and expenses
                  incurred in making any claim but notwithstanding the Manager's
                  direction the Trustee may in its absolute discretion decline
                  to make such claim if it considers in all the circumstances
                  that it is inappropriate to do so.

5.5      CARRIAGE OF SALE

         If the Trustee decides to exercise a power of sale pursuant to a Trust
         Mortgage, the Originator shall at the request of the Manager arrange
         for and shall have the carriage of that sale. The Originator shall do
         all things necessary (including obtaining at its own expense any
         Valuations of the relevant Property) to ensure that the Trustee
         receives an amount equal to the amount which it would have been
         entitled to receive if the Mortgage had been discharged on its Due Date
         in accordance with its terms together with all costs and expenses which
         the Trustee is entitled to recover under the terms of the Mortgage. The
         Originator shall ensure that the proceeds of sale are applied strictly
         in accordance with the terms of the Mortgage and that any monies
         inadvertently received by the Originator from the proceeds of sale are
         paid to the Trustee immediately.

5.6      SHORTFALL ON SALE

         If there is any shortfall upon the sale of any Property whether by the
         Trustee or any other person so that the Trustee does not obtain amount
         sufficient to discharge the Borrower's obligations to the Trustee
         secured by the Mortgage then, in addition to any other obligations it
         may have, the Originator shall if so required by the Manager or the
         Trust Deed make such applications and do such things as may be
         necessary to enable the Trustee to obtain the benefit of any payment to
         which it is or may be entitled pursuant to any Mortgage Insurance
         Policy or building insurance policy and also the benefit of any
         guarantee or personal covenant. The Manager shall lend and shall
         procure that the Trustee shall lend such assistance as may be necessary
         to enable the Originator to perform its obligations under this clause.

5.7      INDEMNITY

         The Originator shall indemnify the Manager and the Trustee and keep
         each of them indemnified in respect of all claims losses damages
         demands and expenses which they or


<PAGE>
                                       30

         either of them may suffer or incur should the Trustee or the Manager be
         held to have failed to act in good faith or to be in breach of its duty
         to a Borrower or any other person (including any wilful or wrongful
         neglect) due to any act or omission of the Originator.

5.8      LIMIT OF ORIGINATOR'S POWERS

         In the exercise of any of the powers of the Trustee as mortgagee under
         any Trust Mortgage, the Originator's powers shall be limited to those
         powers specified in this Deed and/or any further powers from time to
         time agreed to by the Manager and the Trustee and the Originator shall
         not settle, compound or compromise any right of the Manager or the
         Trustee in respect of any Trust Mortgage or otherwise nor attempt to do
         so without the prior written approval of the Manager and the Trustee.

5.9      ORIGINATOR'S LIABILITY FOR PERSONS RETAINED

         Where pursuant to the provisions of this Deed and, in particular,
         pursuant to clauses 5.2 and 5.4, the Originator retains the services of
         any person to undertake any work or action or render any advice or
         report in connection with a Trust Mortgage, then:

         5.9.1    The Originator shall be primarily liable for payment of any
                  retainer fees, costs and/or expenses due to that person; and

         5.9.2    The Originator shall only be entitled to reimbursement of such
                  fees, costs and/or expenses:

                  (1)      after the Trustee has received any relevant payment
                           under any building insurance policy or Mortgage
                           Insurance Policy relating to the Property; or

                  (2)      after settlement of the sale of the Property and then
                           only to the extent of whichever is the lesser of:

                           (A)      the payment received by the Trustee under
                                    sub-clause (1); or

                           (B)      the Trustee's entitlement under the
                                    provisions of the relevant Trust Mortgage to
                                    deduct the relevant amounts from the
                                    proceeds of the sale of the Property,

                  PROVIDED THAT in any case the Originator's entitlement to seek
                  reimbursement shall be limited to the amount of any funds
                  available to the Trustee for proper application to the same.
<PAGE>
                                       31


6.       WARRANTIES BY ORIGINATOR

6.1      WARRANTIES

         The Originator warrants to the Manager and the Trustee that, except as
         may be disclosed in writing by the Originator to the Manager, the
         Trustee and each Mortgage Insurer and approved by each of them prior to
         the settlement of an Approved Mortgage Loan or the transfer of an
         Approved Mortgage to the Trustee, as at the date of such Mortgage or
         Transfer of Mortgage (as the case may be) the following provisions
         relating to the Approved Mortgage and other relevant matters will be
         true and correct in all material respects:

         6.1.1    the Originator has on behalf of the Trustee instructed the
                  Approved Solicitors in accordance with the requirements of
                  clause 2.5.3 and in regard to such other matters as it deemed
                  relevant and which are required in accordance with the
                  Parameters and that those Solicitors have certified as to the
                  matters set forth in the Parameters in the manner required by
                  this Deed that settlement could proceed;

         6.1.2    the Originator has obtained a Valuation which complies with
                  the provisions of the Parameters relating to Valuations;

         6.1.3    the Originator is not aware of the occurrence of any event or
                  any proposal or other circumstances affecting the Property the
                  subject of the Mortgage which may reduce its value as set out
                  in the Valuation;

         6.1.4    all improvements on the Property are insured for their full
                  replacement and reinstatement value in the names of the
                  Mortgagor and the Trustee for their respective interests,
                  those policies required to be effected in accordance with the
                  provisions of this Deed are in full force and effect and
                  provide that the Originator will be notified of any lapsing or
                  cancellation and all premiums have been paid on those policies
                  and that the Mortgage obligates the Mortgagor to maintain all
                  such policies at the Mortgagor's cost and expense and, on the
                  Mortgagor's failure to do so, authorises the mortgagee to
                  maintain such policies at the Mortgagor's cost and expense and
                  to seek reimbursement therefore from the Mortgagor;

         6.1.5    the Mortgage Insurance required to be effected in accordance
                  with the Parameters has been effected and the corresponding
                  Mortgage Insurance Policy has been issued in conformity with
                  the requirements of the Parameters and the premium has been
                  paid or provisions made for the premium to be paid;

         6.1.6    the provisions of the Parameters have been fully complied with
                  and, without limitation, that the terms and conditions of the
                  Mortgage comply in all respects with the terms of the Approved
                  Application;

         6.1.7    the Originator is not aware of any circumstances in respect of
                  the Mortgage, the Property or the Borrower or any surety of
                  the Borrower (including but not limited

<PAGE>
                                       32

                  to the Borrower's or the surety's credit standing) which could
                  reasonably be expected to cause a prudent lender to:

                  (1)      regard the Mortgage as an unacceptable investment;

                  (2)      anticipate the Borrower is likely to make default
                           under the Mortgage;

                  (3)      believe that the value or marketability of the
                           Mortgage could be adversely affected;

         6.1.8    the Borrower's application for Loan Approval and/or the
                  proposed transferor's application for the Fund to purchase the
                  Approved Mortgage has been fully investigated by the
                  Originator and it complies with the Parameters and the
                  Originator is satisfied that all statements and information
                  contained in that application are true and correct and may be
                  relied upon by the Trustee and the Manager;

         6.1.9    except where previously disclosed to and approved in writing
                  by the Trustee, the Borrower is not an employee agent,
                  shareholder, director, manager, consultant or related body
                  corporate of the Originator or an Associate of any such person
                  or company;

         6.1.10   the Mortgage is not a Regulated Mortgage (as defined in
                  section 5 of the Credit Act 1984 or the corresponding
                  legislation in any other State or Territory of the
                  Commonwealth of Australia) to which Part 4 of that Act applies
                  and does not constitute any other contract or agreement
                  regulated or partly regulated by the Credit Act (or such
                  corresponding legislation) or any modification or re-enactment
                  thereof;

         6.1.11   the Originator has been duly incorporated and is validly
                  existing as a Mortgage Originator in good standing under the
                  laws of Australia, with full power and authority (corporate
                  and other) to conduct its business as now being conducted and
                  to enter into and perform its obligations under this Deed,
                  owns or possesses or has obtained all material governmental
                  registrations, licences, permits, consents, orders, approvals
                  and other authorisations necessary to carry on its business as
                  now being conducted, and is conducting its business so as to
                  comply in all material respects with all applicable statutes,
                  ordinances, rules and regulations, non-compliance with which
                  could have a material adverse effect on the Originator in the
                  jurisdictions in which it is conducting business AND that the
                  Originator has acted lawfully in arranging or transferring the
                  Mortgage;

         6.1.12   this Deed has been duly authorised, executed and delivered by
                  the Originator and will constitute a valid and binding
                  agreement of the Originator in accordance with its terms,
                  except as enforcement thereof may be limited by bankruptcy,
                  insolvency, reorganisation, liquidation, receivership,
                  moratorium or other similar laws relating to or affecting
                  creditors' rights generally or by general principles of

<PAGE>
                                       33
                  equity, regardless of whether such enforceability is
                  considered in a proceeding in equity or at law;

         6.1.13   neither the execution nor the delivery of this Deed nor the
                  consummation of any other of the transactions contemplated
                  herein nor the fulfilment of the terms of this Deed will
                  result in the breach of any term or provision of the
                  Memorandum and Articles of Association of the Originator or
                  conflict with, result in a breach, violation or acceleration
                  of or constitute a default under, the terms of any indenture
                  or other agreement or instrument to which the Originator or
                  any of its subsidiaries or other related companies is a party
                  or by which it is bound, or any statute, order or regulation
                  applicable to the Originator or any of its subsidiaries or
                  other related companies of any court, regulatory body,
                  administrative agency or governmental body having jurisdiction
                  over the Originator or any of its subsidiaries or other
                  related companies. Neither the Originator nor any of its
                  subsidiaries or other related companies is a party to, bound
                  by or in breach or violation of any indenture or other
                  agreement or instrument, or subject to or in violation of any
                  statute, order or regulation of any court, regulatory body,
                  administrative agency or governmental body having jurisdiction
                  over it, which materially and adversely affects, or to the
                  best knowledge of the Originator may in the future materially
                  and adversely affect:

                  (1)      the ability of the Originator to perform its
                           obligations under this Deed; or

                  (2)      the business, operations, financial condition,
                           properties or assets of the Originator;

         6.1.14   except as disclosed to and approved in writing by the Manager
                  prior to the execution of this Deed, there are no actions or
                  proceedings against, or investigations of, the Originator
                  pending, or, to the knowledge of the Originator threatened,
                  before any court, administrative agency or other tribunal:

                  (1)      asserting the invalidity of this Deed;

                  (2)      seeking to prevent the consummation of any of the
                           transactions contemplated by this Deed; or

                  (3)      which might materially and adversely affect the
                           performance by the Originator of its obligations
                           under, or the validity or enforceability of, this
                           Deed;

         6.1.15   the Originator is solvent in that no petition to wind it up
                  has been made nor has it currently committed any act of
                  insolvency;

         6.1.16   the Originator is not in breach of any of its obligations
                  under this Deed.
<PAGE>
                                       34


6.2      WARRANTIES TRUE AT SETTLEMENT DATE

         The Originator further warrants to the Manager and the Trustee that all
         warranties contained in clause 6.1 shall be true as at the date of
         settlement of the Approved Mortgage Loan or purchase of the Approved
         Mortgage and further that the warranties contained in sub-clauses
         6.1.11, 6.1.13 and 6.1.15 are and will at all times during the term of
         this Deed remain true and correct.

6.3      CORRECTNESS OF APPLICATIONS AND SETTLEMENT STATEMENTS

         The Originator further warrants to the Manager and the Trustee that
         each Application and Settlement Statement delivered by the Originator
         in accordance with this Deed shall be complete and correct in all
         respects and that any person who certifies such Settlement Statement to
         be true and correct shall have the full authority to certify on behalf
         of the Originator and shall bind the Originator.

6.4      INDEMNITY

         6.4.1    The Originator shall indemnify and keep indemnified the
                  Trustee and the Manager from and against any loss or damage
                  which they or either of them may suffer or incur in respect of
                  any action, claim or demand made or brought in respect of or
                  otherwise arising from or in connection with any breach of any
                  of the warranties contained in any part of this clause 6.

         6.4.2    The Originator acknowledges to the Trustee and the Manager
                  that the Trustee and the Manager will be relying upon the
                  truth and correctness of all warranties contained in any part
                  of this clause 6 in relation to the Acceptance and/or the
                  purchase of Mortgages by the Trustee and otherwise in relation
                  to entering into and continuing to be bound by this Deed.

         6.4.3    Upon settlement to the Trustee's satisfaction of any claim
                  against the Originator under this indemnity the Trustee shall
                  at the request and cost of the Originator assign to the
                  Originator any right of action the Trustee may have against
                  any third party (including without limitation the relevant
                  Borrower and/or any Approved Solicitor or Approved Valuer) in
                  respect of the subject matter giving rise to that breach of
                  warranty and the Trustee shall use its best endeavours to
                  assist the Originator in relation to any claim or proceedings
                  which the Originator may make or intake in respect thereof
                  PROVIDED THAT the Originator shall indemnify the Trustee
                  against all costs it may incur in giving such assistance.

6.5      WARRANTIES TO CONTINUE

         The warranties given in this clause 6 shall continue in full force and
         effect notwithstanding and shall not merge on the acceptance and/or the
         purchase of any Mortgage by the Trustee and notwithstanding the
         termination of this Deed shall continue to bind the Originator in
         relation to any matter or event existing or occurring prior to such
         termination.
<PAGE>
                                       35


6.6      ORIGINATOR TO NOTIFY BREACH OF WARRANTY

         The Originator shall immediately upon discovery of any breach of any of
         the warranties contained in clause 6.1 in respect of any Trust Mortgage
         and without regard to any limitations set forth in such warranty
         concerning the knowledge of the Originator as to the facts stated
         herein, give written notice to the Manager and the Trustee as to the
         particulars of that breach.

6.7      ORIGINATOR TO CONFIRM WARRANTIES ON REQUEST

         Without limiting the obligations of the Originator under clause 6.6,
         the originator shall immediately upon request by the Manager and/or the
         Trustee furnish to the requesting party a written statement confirming
         that the warranties contained in clause 6.1 in respect of a particular
         Trust Mortgage have not been breached in any material way and/or giving
         full particulars of any breach that has come to the knowledge of the
         Originator and which it has not already notified to the Manager and/or
         the Trustee pursuant to clause 6.6

7.       ORIGINATOR TO BUY BACK MORTGAGES

7.1      REQUEST FOR BUY BACK

         In addition to any other right or remedy which the Manager or the
         Trustee may have in case any of the warranties contained in clause 6
         shall in the bona fide opinion of the Trustee (which shall be
         conclusive) be untrue or misleading, the Originator shall at the
         request of the Manager or the Trustee purchase from the Trustee the
         Mortgage or Mortgages to which any breach of warranty relates PROVIDED
         THAT the Originator will only be obliged to purchase such Mortgage or
         Mortgages in circumstances where the breach of warranty has in the bona
         fide opinion of the Trustee (which shall be conclusive) occurred as a
         result of some matter act or thing within the knowledge or control of
         the Originator or any of its officers or employees.

7.2      ORIGINATOR'S OBLIGATIONS

         The Originator shall within thirty (30) days of receipt of a request by
         the Manager or the Trustee pursuant to clause 7.1, pay to the Trustee:

         7.2.1    the amount which the Borrower under the relevant Mortgage
                  would be obliged to pay to the Trustee if the Borrower had
                  discharged his Mortgage on the date of such purchase by the
                  Originator including the amount of any Break Costs as provided
                  in the Mortgage; and

         7.2.2    the costs, fees and expenses of the Trustee and/or the Manager
                  relating to the Mortgage and the breach of warranty.

7.3      TRUSTEE AND MANAGER OBLIGATIONS

         Upon the Trustee receiving the payments referred to in clause 7.2:
<PAGE>
                                       36


         7.3.1    the Manager will direct the Trustee to hand to the Originator
                  the Documents of Title and a transfer of the Mortgage executed
                  by the Trustee in favour of the Originator; and

         7.3.2    the Trustee shall at the request and cost of the Originator
                  assign to the Originator any right of action the Trustee may
                  have against any third party (including without limitation the
                  relevant Borrower and/or any Approved Solicitor or Approved
                  Valuer) in respect of the subject matter giving rise to that
                  breach of warranty and the Trustee shall use its best
                  endeavours to assist the Originator in relation to any claim
                  or proceedings which the Originator may make or initiate in
                  respect thereof PROVIDED THAT the Originator shall indemnify
                  the Trustee against all costs it may incur in giving such
                  assistance.



8.       ORIGINATOR'S REMUNERATION

8.1      LIMITATION

         Save for its entitlement to the monthly fee referred to in clause 8.2
         the Originator shall not be entitled to receive and shall not seek any
         remuneration from either the Manager or the Trustee in respect of
         anything done by it pursuant to this Deed. The Originator acknowledges
         that it intends primarily to seek its remuneration from Borrowers by
         way of procuration fees. The Originator shall not charge procuration
         fees in excess of those allowed by law or, to the extent that there is
         no legal limit, in excess of those recommended from time to time or
         commonly and reasonably charged by those parties affected by the Credit
         (Administration) Act 1984 (New South Wales) or other relevant
         legislation application in any State or Territory other than New South
         Wales.

8.2      MONTHLY FEE

         The Manager shall instruct the Trustee to pay to the Originator a
         monthly fee by way of remuneration for the Originator's performance of
         its obligations under this Deed. That fee shall be:

         8.2.1    computed on the principal sum secured by each Trust Mortgage
                  introduced by the Originator from the date of acceptance of
                  that Trust Mortgage into the Fund until the principal sum
                  secured by such Trust Mortgage has been repaid to the Trustee
                  or this Deed is terminated (whichever is the earlier); ,

                  (1)

         8.2.2    calculated on a daily basis at the total of the Originator's
                  Rate and the Originator's Management Rate; and

         8.2.3    payable monthly in arrears and on such date as the Manager
                  shall determine from time to time,
<PAGE>
                                       37


         PROVIDED THAT if:

         (1)      unless this proviso is waived by the Manager (which it may do
                  in its absolute discretion), the Originator shall be entitled
                  to receive the monthly fee only in respect of those Trust
                  Mortgages under which the Borrower is not in default at the
                  time the monthly fee is calculated;

         (2)      if the principal sum secured by an Approved Mortgage is:

                  (A)      voluntarily repaid by the Borrower prior to the Due
                           Date and has not been re-advanced by the Trustee to
                           the Borrower in respect of any substitute Property;
                           or

                  (B)      repaid prior to the Due Date as a result of the
                           default of the Borrower, ;

         (2)

         then the Originator's entitlement to the monthly fee in respect of that
         Trust Mortgage shall cease with effect from the date of such repayment.

8.3      NO SET-OFF BY ORIGINATOR

         The Originator shall in no circumstances have any right of set-off
         against the Trustee or the Manager.

8.4      MANAGER OR TRUSTEE MAY REMEDY ORIGINATOR'S DEFAULT

         If the Originator is in default in the performance of any of its
         obligations under this Deed THEN without prejudice to any other rights
         or remedies of the Manager and/or the Trustee either the Manager or the
         Trustee may in its absolute discretion and without giving any prior
         notice to the Originator of its intention to do so remedy the default.
         The Originator hereby irrevocably authorises the Trustee to deduct all
         costs and expenses so incurred by the Manager and/or the Trustee from
         the Originator's entitlements under this Deed including without
         limitation those under clauses 5.1, 5.2 and 8.2 (collectively called
         "the Originator's Entitlements"). The Originator shall indemnify and
         keep indemnified the Manager and the Trustee against all such costs and
         expenses in the event that the Originator's Entitlements are at any
         material time insufficient to cover them.

8.5      MANAGER'S STATEMENT OF COSTS AND EXPENSES

         For the purposes of clause 8.4 the Manager's determination of the
         amount of costs and expenses incurred by it shall be final and binding
         on the Originator and a statement in writing signed on behalf of the
         Manager by a director, secretary or other authorised officer of such
         amount shall as against the Originator be conclusive and the Trustee
         shall not be concerned to enquire as to the correctness of same.
<PAGE>
                                       38


9.       STATUS OF ORIGINATOR

9.1      INDEPENDENT CONTRACTOR

         9.1.1    With the exception of the appointment of and delegations to
                  the Originator under this Deed, the Originator acknowledges
                  that in exercising its rights, powers and discretions and
                  performing its duties and obligations under or pursuant to
                  this Deed it is in all respects in relation thereto an
                  independent contractor and acts as a principal and shall not
                  directly or indirectly hold out or permit to be held out to
                  anyone any statement, act, deed, matter or thing indicating
                  that it is an agent, sub-agent, attorney, partner or employee
                  of the Manager or the Trustee. The Originator shall not
                  otherwise engage in conduct which may lead others to believe
                  that it is such an agent, sub-agent, attorney, partner or
                  employee. The Originator shall maintain adequate workers'
                  compensation or other equivalent insurance and shall comply
                  with all reasonable directions of the Manager and the Trustee
                  in that respect and shall otherwise comply with all relevant
                  legal requirements relating to the employment of persons. If
                  the Manager shall so require, the Originator shall cause the
                  Manager to be shown as an insured person on any workers'
                  compensation or other equivalent policy which the Originator
                  may be required by law to effect. The Originator shall
                  indemnify and keep indemnified the Manager and the Trustee
                  from and against any losses, damages, outgoings, costs,
                  charges or expenses suffered or incurred by either of them in
                  respect of any claim, action or demand made or brought against
                  the Manager and/or the Trustee by reason of or arising out of
                  the Originator being held in any court to be an agent,
                  sub-agent, attorney, partner or employee of the Manager and/or
                  the Trustee.

         9.1.2    To the extent of the appointment of an delegations to the
                  Originator under this Deed, neither the Manager nor the
                  Trustee shall be liable for any act or omission, fraud or
                  other misconduct of the Originator or persons appointed by the
                  Originator as employees or otherwise as contemplated by this
                  Deed and the Originator shall indemnify and keep indemnified
                  the Manager and the Trustee from and against any losses,
                  damages, outgoings, costs, charges or expenses suffered or
                  incurred by either of them in respect of any claim, action or
                  demand made or brought against the Manager and/or the Trustee
                  by reason of or arising out of any of the matters referred to
                  in this clause 9.1.2.

9.2      ORIGINATOR'S EMPLOYEES

         The Originator will employ such persons as may be necessary for it to
         carry out its obligations under this Deed. Those persons shall be
         employees of the Originator and neither the Manager nor the Trustee
         shall be liable for any act or omission by any employee, agent,
         solicitor or representative used by the Originator in connection with
         its business and including any business performed pursuant to this
         Deed. The Originator shall indemnify the Trustee and the Manager and
         keep them indemnified in respect of any loss, damage or injury the
         Trustee or the Manager may suffer as a result of any such act or
         omission.
<PAGE>
                                       39


9.3      ORIGINATOR HAS NO BENEFICIAL INTEREST IN FUND

         The Originator acknowledges and agrees that:

         9.3.1    it shall not at any time have any beneficial interest in any
                  property received by or vested in the Trustee as trustee of
                  the Fund and in particular shall have no beneficial interest
                  in any Approved Mortgage accepted into the Fund;

         9.3.2    except for the Originator's Entitlements (as defined in clause
                  8.4) and subject to the limitations thereon imposed by this
                  Deed and in particular by clauses 8.4 and 14 it shall not at
                  any time be entitled to any distribution of income or capital
                  in the Fund;

         9.3.3    without limiting the generality of clauses 9.3.1 and 9.3.2 the
                  Originator shall not (except in its capacity as Originator of
                  an Approved Mortgage) be entitled to:

                  (1)      in any way interfere with or question the exercise or
                           non-exercise by the Manager or the Trustee or any
                           delegate or agent of either of them of their
                           respective duties powers authorities and discretions
                           in relation to the Fund or otherwise under the Trust
                           Deed or this Deed nor bring any proceeding in any
                           court or otherwise or seek any remedies in respect of
                           any such matters except in the case of and to the
                           extent of any fraud, neglect or breach of duty by the
                           Manager or the Trustee or any such delegate or agent;

                  (2)      exercise any rights powers or privileges in respect
                           of any Approved Mortgage;

                  (3)      lodge or enter a caveat or like instrument claiming
                           an estate or interest in any land or real estate over
                           which an Approved Mortgage is held;

                  (4)      negotiate or communicate in any way with any
                           Mortgagor; or

                  (5)      call for the transfer of or passing of benefit in any
                           Approved Mortgage.

9.4      MANAGEMENT OF ORIGINATOR'S BUSINESS

         The Originator shall carry on its business, whether pursuant to this
         Deed or otherwise, in a proper and businesslike manner.

10.      ORIGINATOR TO OBSERVE PARAMETERS

10.1     STRICT ADHERENCE TO PARAMETERS

         The Originator shall strictly adhere to and be bound by the provisions
         of the Parameters.
<PAGE>
                                       40


10.2     INCONSISTENCY

         In the event of any inconsistency between the provisions of this Deed
         and the Parameters, then the provisions of the Parameters shall prevail
         to the extent of the inconsistency.

10.3     RECEIPT OF COPY OF PARAMETERS

         The Originator acknowledges that prior to signing this Deed, it
         received from the Manager a copy of the Parameters in force at the date
         of this Deed and that it has read and understood the extent of its
         obligations under the Parameters.

10.4     SUPPLY OF INFORMATION

         The Originator acknowledges and agrees with the Manager that it shall
         promptly furnish to the Originator or the Trustee all information
         specified in the Parameters at the times specified in the Parameters
         and all information concerning Approved Mortgages and the performance
         of its obligations in respect thereof as provided in this Deed and/or
         as may from time to time be requested by the Manager or the Trustee or
         either of them.

11.      FINANCIAL STATEMENTS AND RECORDS

11.1     REPORTS AND STATEMENTS

         The Originator shall furnish to the Manager:

         11.1.1   within 10 Banking Days of its receiving the same copies of all
                  adverse comments of independent accountants (including,
                  without limitation, any external auditors), reports of
                  competent authorities and internal audit department comments
                  (including without limitation all management letters and
                  internal control memos); and

         11.1.2   unless otherwise required by the Manager, within 4 months of
                  the end of the Originator's financial year audited financial
                  statements in respect of that year prepared in accordance with
                  normal accounting practice and audited by an independent
                  registered company auditor. Where the Manager has good cause
                  to believe that the necessary audit has not been or will not
                  be carried out in a satisfactory, proper and competent manner
                  the Manager shall have the right to require the Originator at
                  the Originator's cost to appoint a further independent auditor
                  nominated by the Originator and approved by the Manager to
                  carry out that audit.

11.2     INSPECTION OF ORIGINATOR'S RECORDS

         The Originator shall permit any person authorised by the Manager or the
         Trustee at any reasonable time during regular business hours to examine
         and make audits of all Mortgage Records and the Manager is authorised
         to reproduce and take copies of those records.
<PAGE>
                                       41


11.3     DOCUMENTS TO REMAIN THE PROPERTY OF THE TRUSTEE

         All Mortgage Records shall be and remain the property of the Trustee.
         The Originator shall not acquire any vested or property rights with
         respect to the Mortgage Records and shall not have the right to
         possession of them except at the will of the Trustee and subject to the
         conditions stated in this clause. It is expressly agreed that the
         Mortgage Records in the possession of the Originator are retained in a
         custodial capacity only. The right to possession and the ownership of
         all Mortgage Records held by the Originator, prepared by the Originator
         or to come into the possession of the Originator by reason of this Deed
         or any other agreement shall immediately after sale to the Trustee of
         the Mortgage to which they relate vest in the Trustee and may be
         retained and maintained by the Originator only at the will of the
         Trustee. Upon written request by the Trustee, the Originator shall
         immediately deliver all Mortgage Records to the Trustee or its nominee.

11.4     EVIDENCE OF COMPLIANCE WITH LIQUIDITY REQUIREMENTS

         In addition to its other obligations pursuant to this clause the
         Originator shall upon request by the Manager or the Trustee immediately
         furnish to the Manager and the Trustee such evidence as either of them
         may reasonably require to establish that at all times during the term
         of this Deed the Originator is complying with this Deed and with all
         liquidity and other requirements specified in the Parameters and/or by
         the corresponding Mortgage Insurer.

12.      ASSIGNMENT BY ORIGINATOR

12.1     PRE-CONDITIONS FOR ASSIGNMENT

         The Originator shall not assign its rights under this Deed without
         prior written consent of the Manager PROVIDED THAT if the Originator
         requests the Manager in writing to agree to such assignment and the
         Originator is not in default in respect of any of its obligations under
         this Deed at the time of making that request, then subject to the
         Manager obtaining the consent of the Trustee to such assignment the
         Manager shall not unreasonably withhold its consent if the Originator
         has:

         12.1.1   proved that the proposed assignee is a respectable responsible
                  and solvent person or company of good financial standing and
                  that it carries on business as a financier and/or financial
                  intermediary and has experience at least equal to that of the
                  Originator in placing moneys on mortgages of real estate and
                  in the management of mortgages;

         12.1.2   given to the Manager at least two references as to the
                  financial circumstances of the proposed assignee and at least
                  two references as to the relevant business experience of the
                  proposed assignee;

         12.1.3   procured the approval by the corresponding Mortgage Insurer of
                  the proposed assignment;
<PAGE>
                                       42


         12.1.4   not done or omitted to do any act or thing which shall
                  constitute an unremedied breach of the Originator's
                  obligations contained in this Deed; and

         12.1.5   procured that such assignee will at its cost execute all
                  relevant documentation (including this Deed mutatis mutandis)
                  in accordance with the Parameters for the assignee to be
                  appointed as the new Originator and has provided such
                  additional Collateral Security and/or guarantees as may be
                  required by the Manager in his absolute discretion,

         PROVIDED ALWAYS that the Manager may withdraw any consent so given if:

         (1)      prior to the Assignment taking effect the Originator is in
                  default in respect of any of its obligations under this Deed;
                  and/or

         (2)      the proposed assignee does not comply with the provisions of
                  clause 12.1.5 within a reasonable time as determined by the
                  Manager,

         AND PROVIDED FURTHER that the covenants and agreements by such assignee
         contained in the documentation referred to in clause 12.1.5 shall be
         deemed supplementary to this Deed and shall not in any way release nor
         be deemed to release the Originator or the Originator's guarantors (if
         any) from its or their liability under this Deed and/or any guarantee
         executed pursuant to clause 19.

12.2     CHANGES IN CONTROL OF ORIGINATOR

         For the purpose of clause 12.1:

         12.2.1   a change in fifty-one (51) per cent (or such other percentage
                  as the Manager may in its absolute discretion determine shall
                  constitute a change in the effective control of the
                  Originator) of the shareholding of the Originator existing at
                  the date of this Deed (whether occurring at one time or
                  through a series or succession of transfers or issues of
                  shares); or

         12.2.2   a change in the effective management of the Originator as
                  existing at the date of this Deed; or

         12.2.3   the establishment by any means of any trust under which any
                  third party becomes a beneficial owner of any of the
                  Originator's rights under this Deed,

         shall be deemed to be an assignment by the Originator requiring consent
         by the Manager as provided in clause 12.1 and the determination of the
         Manager that any of these matters has occurred shall be conclusive.

12.3     ORIGINATOR TO ENTER DEED WITH NEW MANAGER OR TRUSTEE

         If the Manager retires or is removed by the Trustee from its position
         as manager of the Fund the Originator shall at the request of the
         Trustee enter into a new Deed with the New manager of the Fund
         appointed by the Trustee in terms identical with this Deed and

<PAGE>
                                       43


         thereupon the Manager shall have no further obligations to the
         Originator (but without prejudice to any rights or entitlements that
         may have accrued to the Manager against the Originator prior thereto).
         If the Trustee retires or is removed by the Manager from its position
         as trustee of the Fund, the Originator shall at the request of the
         Manager enter into a new Deed with any new trustee in terms identical
         with this Deed and thereupon the Trustee shall have no further
         obligations to the Originator (but without prejudice to any rights or
         entitlements that may have accrued to the Trustee against the
         Originator prior thereto).

13.      PROFESSIONAL AND FIDELITY INSURANCE

13.1     ORIGINATOR TO OBTAIN AND MAINTAIN PROFESSIONAL AND FIDELITY INSURANCE

         The Originator shall prior to execution of this Deed provide evidence
         to the Manager that the Originator has in force a policy of
         professional indemnity and fidelity insurance with an insurer, and on
         terms, acceptable to the Manager and each Mortgage Insurer in respect
         of the Originator's liabilities under this Deed. The Originator shall:

         13.1.1   keep such professional indemnity and fidelity insurance in
                  full force and effect during the currency of this Deed;

         13.1.2   not do or omit to do any thing by reason of which such
                  professional indemnity and fidelity insurance may become
                  liable to be vitiated or terminated; and

         13.1.3   pay every renewal premium and deliver to the Manager three (3)
                  days before each expiry date the receipt of the professional
                  indemnity and fidelity insurer for such renewal premium.

13.2     LAPSING OR TERMINATION OF FIDELITY INSURANCE

         The lapsing or termination of the professional indemnity and fidelity
         insurance referred to in clause 13.1 shall constitute default by the
         Originator under this Deed entitling the Manager to exercise its rights
         and remedies pursuant to clause 8.4 and, in particular, to pay any
         renewal premium required to reinstate such fidelity insurance.


14.      CHARGE AND SET-OFF

14.1     CHARGE BY ORIGINATOR

         For the purposes of better securing to the Manager and the Trustee the
         payment of all costs and expenses incurred by the Manager and/or the
         Trustee in exercise of their rights under clause 8.4 the Originator
         HEREBY CHARGES in favour of the Manager and the Trustee:

         14.1.1   all of the Originator's Entitlements (as defined in clause
                  8.4) which shall or may arise at any time during the currency
                  of this Deed and which at the relevant time have not been
                  received by the Originator; and
<PAGE>
                                       44


         14.1.2   from the date they come into existence, any entitlements that
                  the Originator may have under the Fidelity Insurance referred
                  to in clause 13 in circumstances where the Originator has made
                  a claim under the Fidelity Insurance in connection with a
                  breach of its obligations under this Deed and the Insurer has
                  refused to acknowledge the interests of the Manager and/or the
                  Trustee in that claim,

         AND the Originator undertakes to the Manager and the Trustee that it
         shall if so required by either or both of them at any time at its own
         expense complete, execute and deliver to the Manager and/or the Trustee
         all such further documents and forms as may be required to register the
         charge now given as a first ranking charge at the Australia Securities
         Commission.

14.2     AUTHORITY TO SET-OFF WHERE ORIGINATOR IN DEFAULT

         The Originator hereby irrevocably authorises the Trustee and/or the
         Manager from time to time and at any time without notice to the
         Originator to appropriate transfer and set-off the whole or any part of
         the Originator's Entitlements in or towards payment or satisfaction in
         whole or in part of its obligations to make any payments pursuant to
         this Deed in respect of which it is in default at the time this
         authority is exercised and the Originator acknowledges and agrees that:

         (1)      the Trustee and/or the Manager may act under this authority at
                  their option but shall be under no obligation to do so and
                  shall incur no liability whatever to the Originator arising
                  out of this authority or its exercise;

         (2)      the rights conferred upon the Trustee and the Manager by this
                  authority shall be in addition and without prejudice to any
                  rights that the Trustee or the Manager may otherwise have
                  against the Originator pursuant to this Deed or otherwise in
                  law or equity and shall not be merged in or prejudicially
                  affected by any security of any nature now or in future held
                  by the Trustee or Manager but all such rights and securities
                  shall continue notwithstanding any rule of law or equity to
                  the contrary and the rights hereby conferred shall be in
                  addition to and without prejudice to all other rights and
                  security.

15.      OBLIGATIONS OF MANAGER

         For so long as the Manager is prepared to consider accepting Approved
         Mortgages into the Fund from the Originator the obligations of the
         Manager under this Deed shall be:

15.1     ACCEPTANCE OF APPLICATIONS

         To endeavour to ensure that Mortgages the subject of Approved
         Applications are accepted into the Fund.

15.2     NOTIFICATION OF CHANGES - GENERAL

         To notify the Originator within ten (10) Banking Days:


<PAGE>
                                       45


         15.2.1   of any changes in the specified form of mortgage
                  documentation;

         15.2.2   of the appointment of any new Mortgage Insurer;

         15.2.3   of any changes to the Parameters; and

         15.2.4   of any change to the form or substance to the Schedules to
                  this Deed as contemplated by clause 1.3,

         and in the case of matters referred to in clauses 15.2.1, 15.2.3 and
         15.2.4 to provide the Originator with copies of any such changes.

15.3     NOTIFICATION OF APPROVED SOLICITORS AND APPROVED VALUERS

         To notify the Originator promptly of details of Approved Solicitors and
         Approved Valuers including all new appointments and removals from time
         to time.

15.4     NOTIFICATION OF INSTRUCTIONS FROM MORTGAGE INSURER

         To notify the Originator promptly of instructions received from any
         Mortgage Insurer in relation to a Trust Mortgage.

15.5     INDICATOR BULLETIN

         To provide to the Originator on a daily basis or as often as
         practicable an indicator bulletin giving details of the rates of
         interest applicable from time to time to various kinds of Approved
         Mortgage Loans with differing Due Dates.

16.      TERMINATION

16.1     IMMEDIATE TERMINATION BY MANAGER

         The Manager may terminate this Deed immediately if:

         16.1.1   a receiver or receiver and manager or liquidator or
                  provisional liquidator or trustee or inspector or official
                  manager or similar person is appointed to all or any part of
                  the Originator's undertaking:

         16.1.2   a petition for winding up or similar process of the Originator
                  is presented or an order is made or any effective resolution
                  is passed for the winding up of the Originator;

         16.1.3   proceedings are initiated with a view to obtaining an order
                  for the winding up or similar process of the Originator or any
                  shareholder or director either calls or threatens to call any
                  meeting for the purpose of considering or passing any
                  resolution for the winding up or similar process of the
                  Originator;
<PAGE>
                                       46


         16.1.4   any action is initiated by any competent authority with a view
                  to striking the name of the Originator off any register of
                  companies;

         16.1.5   any distress or execution is levied or enforced against any of
                  the assets or property of the Originator;

         16.1.6   the Originator is unable to pay its debts as they fall due or
                  is unable to certify that it is able to pay its debts as they
                  fall due, commences negotiations with any one or more of its
                  creditors with a view to the general re-adjustment or
                  re-scheduling of its indebtedness or enters or proposes to
                  enter into any arrangement or composition with its creditors;

         16.1.7   in the opinion of the Manager there is a material adverse
                  change in the financial condition of the Originator;

         16.1.8   a person is appointed to investigate all or any part of the
                  affairs of the Originator or any related corporation;

         16.1.9   the Originator ceases or threatens to cease business;

         16.1.10  in the opinion of the Manager there is an adverse event or any
                  circumstance which has arisen involving or in any way relating
                  to the Originator which is or may be detrimental to the
                  interests of the Fund and/or to the rights and entitlements of
                  the Investors;

         16.1.11  in the opinion of the Manager there is an adverse effect on
                  the Originator arising from a substantial change in ownership
                  or change in control of the Originator or any company of which
                  the Originator is a subsidiary;

         16.1.12  any event occurs which the Parameters provide as giving rise
                  to a right in the Manager to terminate this Deed;

         16.1.13  in the opinion of the Manager the Originator fails to remedy
                  promptly any irregularity default or non-compliance disclosed
                  or apparent in any of the reports statements or inspections
                  contemplated by either of clauses 11.1 and 11.2; or

         16.1.14  the Originator ceases to be an approved mortgage manager for
                  the purposes of any Mortgage Insurance Policy.

         Upon any such termination the rights and obligations of the parties
         shall be subject to the provisions of clauses 16.4 to 16.6 (both
         inclusive).

16.2     DEFAULT BY ORIGINATOR

         If the Originator shall be in default under this Deed the Manager may
         give to the Originator written notice specifying that default and
         requiring the Originator to remedy the default within five (5) Banking
         Days of the date of the notice (or such longer period as the Manager
         shall agree to in writing) and if the default is not remedied within
         that period this


<PAGE>
                                       47


         Deed shall be ipso facto terminated but such termination shall not
         affect the rights of the Manager or the Trustee against the Originator
         in respect of that default or of any other liability incurred by the
         Originator under this Deed on or before such termination.

16.3     ORIGINATOR'S PERFORMANCE

         16.3.1   In addition to any other right of termination the Manager may
                  have whether pursuant to this Deed, the general law or
                  otherwise the Manager may terminate this Deed by giving thirty
                  (30) days notice in writing to the Originator at any time if:

                  (1)      at the end of the first year of the currency of this
                           Deed the portfolio of Trust Mortgages introduced by
                           the Originator does not have an aggregate principal
                           sum outstanding of at least the amount specified in
                           Item 2 of Schedule 1; or

                  (2)      the portfolio of Mortgages introduced by the
                           Originator and accepted into the Fund is not, in the
                           opinion of the Manager (which opinion shall be
                           conclusive) performing satisfactorily.

         16.3.2   If either or both the events referred to in clause 16.3.1
                  occur the Manager may (in its absolute discretion) at any time
                  thereafter, and without prejudice at any time to the exercise
                  of its rights under clause 16.3.1, by notice in writing to the
                  Originator specify that it will not thereafter accept
                  Applications from the Originator to make any Approved Mortgage
                  Loans or to purchase any Approved Mortgage Loans, in which
                  case, until otherwise determined by the Manager, the
                  Originator shall immediately thereafter cease to make such
                  Applications to the Manager and the Mortgage Insurer and
                  Applications to Fund and the Manager shall be thereafter
                  released from its obligations under clause 15.

16.4     ORIGINATOR'S OBLIGATIONS TO SURVIVE

         Notwithstanding the termination of this Deed:

         16.4.1   the obligations of the Originator to the Manager and the
                  Trustee in respect of any liability on the part of the
                  Originator arising prior to that termination shall continue;
                  and

         16.4.2   the Originator shall in addition to all of its obligations at
                  law and in equity remain liable to the Manager and the Trustee
                  to carry out its obligations under clauses 3.1 and 7 or any
                  other obligation of the Originator under this Deed.

16.5     ORIGINATOR TO DELIVER BOOKS

         16.5.1   Upon termination of this Deed for any reason whatever the
                  Originator shall at its own expense immediately deliver and/or
                  transfer to the Trustee or its nominee all Mortgage Records
                  and if the Originator does not deliver the Mortgage Records



<PAGE>
                                       48


                  to the Trustee or its nominee within 2 Banking Days after
                  the date of termination of this Deed then it shall be lawful
                  for the Trustee or its nominee by their authorised officers
                  to enter the premises of the Originator at which the
                  Mortgage Records are kept and to take possession of the
                  Mortgage Records and production of this Deed shall
                  constitute sufficient authority for the Trustee or its
                  nominee to do so.

         16.5.2   The Originator hereby irrevocably appoints the Trustee or its
                  nominee its attorney for the purpose of signing all documents
                  and papers and doing all acts and things on behalf of and in
                  the name of the Originator which may be necessary in order to
                  give full effect to the provisions of clause 16.5.1 including
                  (but without limitation) the obtaining of any of the books
                  which the Originator may have lodged with any third person and
                  to effect the transfer into the name of the Trustee or its
                  nominee of any account which the Originator has not
                  transferred in accordance with clause 16.5.1 AND the
                  Originator hereby agrees to ratify and confirm all and
                  whatever such attorney shall do or cause to be done in
                  pursuance of this power of attorney.

16.6     ORIGINATOR'S ENTITLEMENT TO MONTHLY FEE

         Notwithstanding the termination of this Deed for any reason whatever
         the Originator shall retain its entitlement to the monthly fee in
         accordance with clause 8.2 calculated on a pro rata daily basis up to
         the date on which this Deed is deemed to have been terminated (at which
         point its entitlement to such fee shall cease) and the calculation of
         the monthly fee shall be made at such time as it would have occurred in
         the usual course if this Deed had not been terminated PROVIDED THAT the
         payment shall:

         16.6.1   be reduced by any indebtedness and/or liability which the
                  Trustee considers has arisen or may arise and for which the
                  Originator is and/or may be liable under the provisions of
                  this Deed;

         16.6.2   become due and payable only when the Manager considers that
                  the Originator has satisfied all of its obligations imposed by
                  this clause 16.

17.      GENERAL PROVISIONS

17.1     GOVERNING LAW

         This Deed shall be governed by and construed in accordance with the
         laws of the State of New South Wales and the parties irrevocably and
         unconditionally submit to the non-exclusive jurisdiction of the courts
         of that State.

17.2     STRICT COMPLIANCE

         Any failure or omission by the Manager at any time to enforce or
         require strict or timely compliance with any provision of this Deed
         shall not affect or impair that provision in any way or the rights of
         the Manager to avail itself of remedies it may have in respect of any
         breach of any such provision.
<PAGE>
                                       49


17.3     NOTICES

         All Applications, Offers, Acceptances, notices, demands, approvals,
         consents or other communications (collectively called a "NOTICE") under
         this Deed shall be in writing and shall be delivered personally or
         given by prepaid registered post, facsimile or telex to a party or to
         the Trustee at the address facsimile number or telex number of the
         party or the Trustee specified in this clause or at such other address
         facsimile number or telex number as the party may from time to time
         notify the other party in writing. A notice shall be deemed served:

         17.3.1   if posted, two (2) Banking Days after posting;

         17.3.2   if sent by telex, upon receipt by the sender of the
                  recipient's answerback; and

         17.3.3   if sent by facsimile, upon production of a transmission report
                  by the machine from which the facsimile was sent which
                  indicates that the facsimile was sent in its entirety to the
                  facsimile number of the recipient.

         A notice served on a day which is not a Banking Day shall be deemed
         served on the next following Banking Day. A notice may be given by a
         director, secretary or authorised officer of the party giving it. For
         the purposes of this clause:

           THE MANAGER:
           Address:                       Level 23
                                          20 Bond Street, Sydney
                                          New South Wales,  2000

           Telex:                         122245

           Fax:                           (02) 9237 4966

           Attention:                     The Manager: PUMA Programme

           THE ORIGINATOR:                As specified in Schedule 1.

           THE TRUSTEE:
           Address:                       39 Hunter Street, Sydney,
                                          New South Wales, 2000

           Telex:                         AA24781

           Fax:                           (02) 9223 7688

           Attention:                     Manager - Mortgage Securitisation

         The parties may from time to time agree upon other means of
         transmitting notices under this Deed and in that event they will enter
         into a supplementary agreement as to relevant procedures before
         implementing the use of such other means.
<PAGE>
                                       50


17.4     CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS

         17.4.1   The parties acknowledge and agree that all of the terms of the
                  Trust Deed, this Deed, the Parameters and all procedures to be
                  implemented pursuant to the provisions of the Trust Deed, this
                  Deed and the Parameters shall be strictly confidential between
                  the parties and they mutually covenant and agree that save as
                  provided in clause 17.4.2 they will not disclose any of the
                  same to any other person.

         17.4.2   No public announcement or communication relating to
                  negotiations of the parties or the subject matter or the terms
                  of this Deed or relating to the Trustee shall be made or
                  authorised by or on behalf of the Originator without the prior
                  written approval of the Trustee and/or the Manager.

         17.4.3   The Originator acknowledges that it has had an opportunity of
                  inspecting a copy of the Trust Deed at the Manager's premises
                  and further acknowledges that as a result thereof it is
                  satisfied that it fully understands and comprehends it
                  obligations arising from the Trust Deed and the references to
                  it herein.

17.5     NON MERGER

         Except where expressly stated in this Deed, none of the rights of the
         Trustee or obligations of the Originator under this Deed shall merge or
         be extinguished upon the discharge variation or renewal of any Trust
         Mortgage in accordance with its terms or upon the termination of this
         Deed.

17.6     WAIVERS, REMEDIES CUMULATIVE

         Save as provided in this Deed, no failure to exercise and no delay in
         exercising on the part of either party any right, power or privilege
         under this Deed shall operate as a waiver, nor shall any single or
         partial exercise of any right, power or privilege preclude any other or
         further exercise of such right, power or privilege, or the exercise of
         any other right, power or privilege.

17.7     STAMP DUTY

           The Originator shall pay out of its own funds all stamp duty
           (including any penalties) payable in respect of this Deed.

17.8     OTHER MORTGAGE ORIGINATION DEEDS

         The Originator acknowledges and agrees that in relation to the Fund the
         Manager may enter into one or more Mortgage Origination Deeds with
         other persons for the purposes of procuring the Trustee to purchase or
         advance moneys on the security of Approved Mortgages and the delegation
         by the Manager of the management of Approved Mortgages.
<PAGE>
                                       51


17.9     DATE FOR PERFORMANCE

         Where the date for performance by the Originator of any of its
         obligations under this Deed falls on a Saturday, Sunday or public
         holiday that date shall be extended to the next Banking Day.

17.10    TIME OF THE ESSENCE

         Time shall be of the essence of the performance of the Originator's
         obligations under this Deed.

17.11    SEVERABILITY

         If any provision of this Deed is prohibited or unenforceable in any
         jurisdiction such provision shall, as to such jurisdiction, be
         ineffective to the extent of such prohibition or unenforceability
         without invalidating the remaining provisions of this Deed or affecting
         the validity or enforceability of such provision in any other
         jurisdiction.

17.12    GENERAL INDEMNITY

         Without limiting any other indemnity given by the Originator in this
         Deed the Originator hereby indemnifies and agrees to keep indemnified
         the Manager and the Trustee in respect of all claims losses (whether
         consequential or otherwise) damages demands and expenses which they or
         either of them may suffer or incur as a result of any breach
         non-performance or non-observance by the Originator of any of its
         obligations under this Deed.

17.13    COUNTERPARTS

         This Deed may be executed in any number of counterparts and all of such
         counterparts taken together shall be deemed to constitute one and the
         same instrument.

18.      TRUSTEE'S COVENANT

18.1     THIS CLAUSE TO PREVAIL

         All provisions of this Deed shall have effect and be applied subject to
         clause 18.3.

18.2     DEFINITIONS FOR THE PURPOSES OF THIS CLAUSE

         For the purposes of clause 18.3:

         (a)      "ASSETS" includes all assets, property and rights real or
                  personal of any nature whatsoever; and

         "OBLIGATIONS" means all obligations and liabilities of whatsoever kind
                  undertaken or incurred by or devolving upon the Trustee under
                  or in respect of this Deed or any Deed, Agreement or other
                  instrument collateral herewith or given or entered into
                  pursuant hereto; and
<PAGE>
                                       52


         (b)      a reference to an action, failure to act, misconduct or breach
                  by the Trustee includes a reference to any action, failure to
                  act, misconduct or breach by any officer or employee of the
                  Trustee.

18.3     LIMITATION ON LIABILITY

         The Trustee enters this Deed only as trustee of the Fund and,
         notwithstanding anything herein contained, the other parties hereto
         acknowledge and declare that the Obligations are undertaken or incurred
         by the Trustee severally in its capacity as trustee of the Fund and,
         accordingly, except for the Trustee's liability resulting from the
         Trustee's own negligent action, its own negligent failure to act, its
         own wilful misconduct in performing its obligations under this Deed or
         its own breach of the Trust Deed, the recourse of the other parties
         hereto against the Trustee in respect of any Obligation is limited
         severally to the Trustee's right of indemnity out of the Assets of the
         Fund.

18.4     TRUSTEE'S PERFORMANCE

         The Trustee agrees to act insofar as its obligations under the Trust
         Deed and generally as trustee of the Fund permit to facilitate the
         performance of this Deed by the Manager.

19.      GUARANTEE AND INDEMNITY

         If so required by the Manager and/or the Trustee the Originator shall
         procure a guarantee of its obligations under this Deed from such
         persons and in such form as required by either or both the Manager and
         the Trustee.



EXECUTED as a deed.
<PAGE>
                                       53



EXECUTED as a deed.

THE COMMON SEAL of                          )
PERPETUAL               TRUSTEES            )
AUSTRALIA LIMITED, ACN 000 431              )
827, was affixed in accordance with its     )
Articles of Association in the presenceof:: )

<TABLE>
<CAPTION>

<S>                                                    <C>
..................................................     .................................................
(Signature of Secretary/Director)                     (Signature of director)

..................................................     .................................................
(Name of Secretary/Director in Full)                  (Name of director in Full)
</TABLE>


THE COMMON SEAL of                         )
MACQUARIE     SECURITISATOIN               )
LIMITED, ACN 003 297 336, was              )
affixed in accordance with its Articles of )
Association in the presence of::           )



<TABLE>
<CAPTION>

<S>                                                    <C>
..................................................     .................................................
(Signature of Secretary/Director)                     (Signature of director)

..................................................     .................................................
(Name of Secretary/Director in Full)                  (Name of director in Full)
</TABLE>


<PAGE>
                                       54




THE COMMON SEAL of                                      )
                                    ,                   )
ACN         , was affixed in accordance with            )
its Articles of Association in the presence of::        )
                                                        )


<TABLE>
<CAPTION>

<S>                                                             <C>
..................................................
(Signature of Secretary/Director)                           .................................................
                                                            (Signature of director)
..................................................
(Name of Secretary/Director in Full)                        .................................................
                                                            (Name of director in Full)
</TABLE>




<PAGE>

                                   SCHEDULE 1



ITEM 1               ORIGINATOR

            NAME:

            AUSTRALIAN COMPANY NUMBER:

            AUSTRALIAN BUSINESS NUMBER:

            ADDRESS:

            TELEPHONE NO:

            FACSIMILE NO:

            ATTENTION:



ITEM 2       MINIMUM PRINCIPAL AMOUNT OF TRUST MORTGAGES BY END OF FIRST YEAR:

<PAGE>
                                       55





                                   SCHEDULE 6

[GRAPHIC OMITTED]


<PAGE>
                                       56


  [GRAPHIC OMITTED]


<PAGE>
                                       57


                                   SCHEDULE 8

[GRAPHIC OMITTED]



<PAGE>


   [FORM OF MORTGAGE ORIGINATION DEED FOR ORIGINATORS THAT ARE CREDIT UNIONS]



                           MORTGAGE ORIGINATION DEED





                      DATE:




                      PERPETUAL TRUSTEES AUSTRALIA LIMITED

                                     Trustee



                        MACQUARIE SECURITISATION LIMITED

                                     Manager



      THE PARTY WHOSE NAME AND ADDRESS ARE SET OUT IN ITEM 1 OF SCHEDULE 1

                                   Originator



                                [GRAPHIC OMITTED]


                        MACQUARIE SECURITISATION LIMITED
                                 ACN 003 297 336
                             Level 4 10 Bond Street
                                 SYDNEY NSW 2000

                              Ref: Bevan Richardson
                            Telephone: (02) 9237-6090
                            Facsimile: (02) 9237-4966

                      (C) Macquarie Securitisation LimiteD

                                 (AFIC APPROVED)


<PAGE>







                                      INDEX

<TABLE>
<CAPTION>
                                                                  PAGE NO.

<S>                                                              <C>
1.    DEFINITIONS AND INTERPRETATION                                    1

1.1      DEFINITIONS                                                    1

1.2      INTERPRETATION                                                 6

1.3      SCHEDULES                                                      7


2.    PROCEDURE FOR FUNDING APPROVED MORTGAGE LOANS AND
PURCHASE OF APPROVED MORTGAGES                                          8

2.1      SUBMISSION OF APPLICATION BY ORIGINATOR                        8

2.2      APPROVAL OF APPLICATION                                        9

2.3      ALLOCATED RATE FOR APPROVED MORTGAGE LOANS                    10

2.4      ACCEPTANCE OFFER                                              10

2.5      PROCEDURE AFTER COMMITMENT                                    13

2.6      RELIANCE ON ORIGINATOR'S SKILL                                14

2.7      INDEMNITY RE NON-ADHERENCE TO SETTLEMENT DATE                 14

2.8      COMMITMENTS TO FUND                                           15

2.9      LOAN APPROVALS                                                18

2.10     ORIGINATOR'S PRE-SETTLEMENT OBLIGATIONS                       18

2.11     SETTLEMENT FUNDS                                              19

2.12     SETTLEMENT AND REGISTRATION                                   19

2.13     CANCELLATION OF APPROVED APPLICATION                          20

2.14     PAYMENT OF INTEREST DEDUCTED AT SETTLEMENT                    21

2.15     DELIVERY OF DOCUMENTS OF TITLE                                21

2.16     EPITOME OF MORTGAGE                                           22
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                    <C>
2.17     MANAGER'S RELIANCE ON DOCUMENTS SUBMITTED                                     22

2.18     INSTRUCTIONS TO APPROVED SOLICITORS                                           22


3.    ORIGINATOR'S OBLIGATIONS IN RESPECT OF TRUST MORTGAGES                           22

3.1      PAYMENTS BY BORROWERS                                                         22

3.2      MANAGEMENT OF TRUST MORTGAGES                                                 23

3.3      COMPLIANCE WITH MORTGAGE INSURANCES                                           23

3.4      PAYMENT OF MANAGEMENT COSTS AND EXPENSES                                      23

3.5      MAINTENANCE OF RECORDS                                                        23

3.6      REPORTS TO MANAGER                                                            23

3.7      CARE AND SKILL                                                                23

3.8      TRUSTEE'S ENTITLEMENT TO REGISTRATION AS MORTGAGEE                            24

3.9      NOTIFY DEATH OF ANY BORROWER                                                  24

3.10     ADVISE DEFAULTS                                                               24

3.11     REVIEW OF COMPLIANCE WITH MORTGAGES                                           24

3.12     NO OBLIGATION TO SUPPORT LOSSES                                               24

3.13     RENEGOTIATION OF TERMS                                                        24


4.    INSURANCES - ORIGINATOR'S OBLIGATIONS                                            25

4.1      GENERAL INSURANCE                                                             25

4.2      LAPSING OF POLICIES                                                           25

4.3      SETTLEMENT OF CLAIMS                                                          25

4.4      ORIGINATOR TO ASSIST IN MORTGAGE INSURANCE CLAIMS                             25

4.5      MORTGAGE INSURANCE CLAIMS                                                     26


5.    DEFAULT BY BORROWER - ORIGINATOR'S OBLIGATIONS                                   26

5.1      ORIGINATOR MAY PAY INTEREST PAYMENTS OVERDUE FROM BORROWERS                   26
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                            <C>

5.2      ORIGINATOR'S OBLIGATIONS TO ENFORCE                                      27

5.3      PRE-CONDITIONS TO TRUSTEE INSTITUTING PROCEEDINGS
          FOR OUTSTANDING PAYMENTS                                                28

5.4      ORIGINATOR'S OBLIGATIONS TO ENFORCE MORTGAGE TERMS AGAINST BORROWERS     28

5.5      CARRIAGE OF SALE                                                         29

5.6      SHORTFALL ON SALE                                                        29

5.7      INDEMNITY                                                                29

5.8      LIMIT OF ORIGINATOR'S POWERS                                             30

5.9      REIMBURSEMENT OF EXPENSES OF ORIGINATOR                                  30


6.    WARRANTIES BY ORIGINATOR                                                    31

6.1      WARRANTIES                                                               31

6.2      WARRANTIES TRUE AT SETTLEMENT DATE AND TRANSFER                          34

6.3      CORRECTNESS OF APPLICATIONS AND SETTLEMENT STATEMENTS                    34

6.4      INDEMNITY                                                                34

6.5      WARRANTIES TO CONTINUE                                                   34

6.6      ORIGINATOR TO NOTIFY BREACH OF WARRANTY                                  35

6.7      ORIGINATOR TO CONFIRM WARRANTIES ON REQUEST                              35


7.    ORIGINATOR TO BUY BACK MORTGAGES                                            35

7.1      REQUEST FOR BUY BACK                                                     35

7.2      ORIGINATOR'S OBLIGATIONS                                                 35

7.3      TRUSTEE AND MANAGER OBLIGATIONS                                          36

7.4      LIMITATION ON BUY BACK                                                   36


8.    ORIGINATOR'S REMUNERATION                                                   36

8.1      LIMITATION                                                               36

8.2      MONTHLY FEE                                                              36

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                              <C>

8.3      NO SET-OFF BY ORIGINATOR                                                 37

8.4      MANAGER OR TRUSTEE MAY REMEDY ORIGINATOR'S DEFAULT                       38

8.5      MANAGER'S STATEMENT OF COSTS AND EXPENSES                                38

9.    STATUS OF ORIGINATOR                                                        38

9.1      INDEPENDENT CONTRACTOR                                                   38

9.2      ORIGINATOR'S EMPLOYEES                                                   39

9.3      ORIGINATOR HAS NO BENEFICIAL INTEREST IN FUND                            39

9.4      MANAGEMENT OF ORIGINATOR'S BUSINESS                                      40


10.      ORIGINATOR TO OBSERVE PARAMETERS                                         40

10.1     STRICT ADHERENCE TO PARAMETERS                                           40

10.2     INCONSISTENCY                                                            40

10.3     RECEIPT OF COPY OF PARAMETERS                                            40

10.4     SUPPLY OF INFORMATION                                                    40


11.      FINANCIAL STATEMENTS AND RECORDS                                         40

11.1     REPORTS AND STATEMENTS                                                   40

11.2     INSPECTION OF ORIGINATOR'S RECORDS                                       41

11.3     DOCUMENTS TO REMAIN THE PROPERTY OF THE TRUSTEE                          41

11.4     EVIDENCE OF COMPLIANCE WITH LIQUIDITY REQUIREMENTS                       41


12.      ASSIGNMENT BY ORIGINATOR                                                 41

12.1     PRE-CONDITIONS FOR ASSIGNMENT                                            41

12.2     CHANGES IN CONTROL OF ORIGINATOR                                         42

12.3     ORIGINATOR TO ENTER DEED WITH NEW MANAGER OR TRUSTEE                     43


13.      PROFESSIONAL AND FIDELITY INSURANCE                                      43

13.1     ORIGINATOR TO OBTAIN AND MAINTAIN PROFESSIONAL AND FIDELITY INSURANCE    43
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                   <C>
13.2     LAPSING OR TERMINATION OF FIDELITY INSURANCE                 44


14.      SET-OFF                                                      44


15.      OBLIGATIONS OF MANAGER                                       44

15.1     ACCEPTANCE OF APPLICATIONS                                   44

15.2     NOTIFICATION OF CHANGES - GENERAL                            44

15.3     NOTIFICATION OF APPROVED SOLICITORS AND APPROVED VALUERS     45

15.4     NOTIFICATION OF INSTRUCTIONS FROM MORTGAGE INSURER           45

15.5     INDICATOR BULLETIN                                           45


16.      TERMINATION                                                  45

16.1     IMMEDIATE TERMINATION BY MANAGER                             45

16.2     DEFAULT BY ORIGINATOR                                        46

16.3     ORIGINATOR'S PERFORMANCE                                     47

16.4     ORIGINATOR'S OBLIGATIONS TO SURVIVE                          47

16.5     ORIGINATOR TO DELIVER BOOKS                                  47

16.6     ORIGINATOR'S ENTITLEMENT TO MONTHLY FEE                      48


17.      GENERAL PROVISIONS                                           48

17.1     GOVERNING LAW                                                48

17.2     STRICT COMPLIANCE                                            48

17.3     NOTICES                                                      49

17.4     CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS                     50

17.5     NON MERGER                                                   50

17.6     WAIVERS, REMEDIES CUMULATIVE                                 50

17.7     STAMP DUTY                                                   50

17.8     OTHER MORTGAGE ORIGINATION DEEDS                             50
</TABLE>
<PAGE>



<TABLE>
<CAPTION>

<S>                                                                   <C>
17.9     DATE FOR PERFORMANCE                                         51

17.10       TIME OF THE ESSENCE                                       51

17.11       SEVERABILITY                                              51

17.12       GENERAL INDEMNITY                                         51

17.13       COUNTERPARTS                                              51


18.      TRUSTEE'S COVENANT                                           51

18.1     THIS CLAUSE TO PREVAIL                                       51

18.2     DEFINITIONS FOR THE PURPOSES OF THIS CLAUSE                  51

18.3     LIMITATION ON LIABILITY                                      52

18.4     TRUSTEE'S PERFORMANCE                                        52


19.      GUARANTEE AND INDEMNITY                                      52



SCHEDULE 1                                                            54


SCHEDULE 6                                                            55


SCHEDULE 8                                                            57

</TABLE>
<PAGE>


THIS DEED is made the           day of          199



BETWEEN     PERPETUAL TRUSTEES AUSTRALIA LIMITED, ACN 000 431 827, a company
            incorporated in New South Wales and having its registered office at
            Level 7, 39 Hunter Street, Sydney (the 'TRUSTEE')

AND         MACQUARIE SECURITISATION LIMITED, ACN 003 297 336, a company
            incorporated in New South Wales and having its registered office at
            Level 3, 20 Bond Street, Sydney (the 'MANAGER')

AND         THE PARTY WHOSE NAME AND ADDRESS ARE SET OUT IN ITEM 1 OF SCHEDULE 1
            (the 'ORIGINATOR')



RECITALS

A.      By a Trust Deed dated 13 July 1990 (the 'TRUST DEED') made between the
        Trustee and the person referred to therein as the Founder a trust known
        as the PUMA Fund (the 'FUND') was established.

B.      By a Deed dated 26 July 1990 (the 'MANAGEMENT DEED') made between the
        Trustee and the Manager the Manager was appointed the Manager of the
        Fund.

C.      The Originator carries on business as a financier and/or financial
        intermediary and has experience in placing moneys on mortgages of real
        estate and in the management of mortgages.

D.      The Originator has requested the Manager to appoint the Originator as
        its non-exclusive delegate to manage and administer those aspects of the
        Fund as are more particularly detailed in this Deed and the Manager has
        agreed to do so in accordance with the provisions of this Deed.

E.      By its execution of this Deed the Trustee consents to the appointment of
        the Originator referred to in Recital D in accordance with the
        provisions of this Deed.



THIS DEED WITNESSES

1.      DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS

        In this Deed, unless the context otherwise indicates:
<PAGE>


                                      2

        "ACCEPTANCE" means an acceptance by the Originator pursuant to clause
        2.4 of an Offer.

        "ALLOCATED RATE" means the rate of interest expressed as a percentage
        per annum applicable on funds offered by the Manager to the Originator
        pursuant to clause 2 which shall include the Originator's Management
        Rate and which may be a rate which is either fixed or calculated by
        reference to a floating indicator.

        "APPLICATION" means an application made by the Originator pursuant to
        clause 2.1.

        "APPLICATION FEE" means the fee required by the Manager to be paid to it
        by the Originator in support of an Application or an Application to
        Fund.

        "APPLICATION TO FUND" has the meaning given to this term in clause
        2.8.1.

        "APPROVED APPLICATION" means an Offer which has been accepted in
        accordance with clause 2.4.

        "APPROVED MORTGAGE" means a Mortgage which at the date it is accepted
        into the Fund shall:

        (1)     be covered by the Security Enhancements or have such other
                enhancements as are considered by the Trustee and the Manager to
                be not less than the Security Enhancements but subject always to
                the provisions of the Trust Deed; and

        (2)     be in accordance with the provisions of this Deed and the
                Parameters.

        "APPROVED MORTGAGE LOAN" means a loan secured by an Approved Mortgage.

        "APPROVED SOLICITOR" means, unless otherwise permitted under the Trust
        Deed, a solicitor, conveyancer or Licensed Land Broker or firm of any of
        them approved by the Trustee for the purposes of the Fund having:

        (1)     not less than 3 principals; and

        (2)     professional indemnity or similar insurance for an amount of not
                less than $4 million or such greater amount as the Trustee
                considers appropriate from time to time.

        "APPROVED VALUER" means a registered valuer within the meaning of the
        Valuers Registration Act 1975 (New South Wales) in the case of New South
        Wales land or a registered valuer within the meaning of the
        corresponding legislation in any other State or Territory in relation to
        land situate in such other State or Territory, in each case approved by
        the Trustee and each Mortgage Insurer for the purposes of the Fund.

        "ASSOCIATE" means in respect of a natural person:

        (1)     any relative of that person;


<PAGE>
                                       3


        (2)     any company of which that person is a director or a substantial
                shareholder (as that term is used in the Corporations Law);

        (3)     any person who is a director or a substantial shareholder of a
                company described in (2) above; or

        (4)     any related body corporate of a company described in (2) above;
                and

        in respect of a company:

        (1)     any director or substantial shareholder of that company;

        (2)     any company of which that first company is a substantial
                shareholder; or

        (3)     any related body corporate of that company.

        "AUTHORISED INVESTMENT" means any of the categories of investments set
        out in the Second Schedule to the Trust Deed.

        "BANK" means any bank licensed to carry on banking business in Australia
        having a Prescribed Rating as defined in the Trust Deed.

        "BANKING DAY" means a day other than a Saturday, Sunday or public
        holiday in New South Wales on which Banks are open for business in
        Sydney.

        "BORROWER" means the applicant for a Loan Approval and includes the
        Borrower's successors and permitted assigns and also (where the context
        so admits) a Mortgagor under a Mortgage.

        "BREAK COSTS" means the consideration payable by a Mortgagor under an
        Approved Mortgage for repayment of the principal sum prior to the Due
        Date, whether the repayment is made voluntarily or compulsorily.

        "COLLATERAL SECURITY" or "COLLATERAL DOCUMENT" means any mortgage,
        charge, security, guarantee, indemnity, Encumbrance or other agreement
        which secures any of the moneys and/or obligations secured under a
        Mortgage whether or not it secures other moneys or obligations and
        whether or not it is given contemporaneously with the Mortgage.

        "DOCUMENTS OF TITLE" means all documents evidencing the title of a
        Mortgagor to a Property (and in respect of the purchase of Approved
        Mortgages all guarantees, loan deeds and other documents evidencing the
        terms of the Approved Mortgage and/or ancillary or collateral thereto)
        and other documents which the Originator is required to obtain on or
        before settlement of a Mortgage in accordance with the Parameters, this
        Deed and good conveyancing practice and includes all collateral
        securities to a Mortgage.

        "DUE DATE" means the date stipulated in a Mortgage for repayment of the
        principal sum.
<PAGE>
                                       4


        "EASTERN STANDARD TIME" means the time as applicable in Sydney
        (including Eastern Summer Time).

        "ENCUMBRANCE" includes any mortgage, caveat, pledge, charge, lien,
        assignment by way of security, security interest, title retention of any
        kind (specific or general) (including any agreement to give any of the
        foregoing), any conditional sale and any other security agreement or
        arrangement of whatever nature.

        "INTEREST RATE DELIVERY COMMITMENT" has the meaning given to this term
        in clause 2.8.2.

        "INVESTOR" means a person shown in the register established and
        maintained by the Trustee under the provisions of the Trust Deed as the
        holder of an Investor Entitlement.

        "INVESTOR ENTITLEMENT" means the entitlement of an Investor to the
        payment of principal and interest at the rate and at the time shown in
        the register established under the provisions of the Trust Deed in
        respect of an Investor.

        "LICENSED LAND BROKER" means in the case of South Australian land, a
        land broker within the meaning of the Land Agents Valuers and Brokers
        Act 1973 (South Australia) and in the case of Western Australian land, a
        "settlement agent" within the meaning of the Settlement Agents Act 1981
        (Western Australia).

        "LOCK-IN DATE" means the date on which the Originator accepts an
        Allocated Rate pursuant to either clause 2.4.1(2) or clause 2.4.2(2).

        "LOAN APPROVAL" means an approval for a loan given by the Originator to
        a prospective Borrower and includes an approval for the sale of an
        Approved Mortgage to the Trustee.

        "MORTGAGE" means a registered first mortgage in a form approved by the
        Trustee over any estate or interest in freehold or leasehold land
        situate in any State or Territory of Australia given or transferred to
        the Trustee to secure a loan which satisfies the criteria for an
        Approved Mortgage Loan.

        "MORTGAGE INSURANCE" means the insurance effected by a Mortgage
        Insurance Policy.

        "MORTGAGE INSURANCE POLICY" means each Pool Insurance Policy and each
        Primary Mortgage Insurance Policy.

        "MORTGAGE INSURER" means each corporation or corporations which:

        (a)     is or are approved from time to time by the Trustee and the
                Manager; and

        (b)     has issued or issues a Mortgage Insurance Policy to the Trustee.

        "MORTGAGE RECORDS" means all mortgage papers and documents files
        receipts insurance policies insurance premium sheets ledger sheets
        payment records correspondence current and historical computerised data
        files and other papers accounts



<PAGE>
                                       5


        and records of whatever kind or description, whether developed or
        originated by the Originator or not, relating to any Trust Mortgage or
        the performance by the Originator of its obligations pursuant to this
        Deed.

        "MORTGAGOR" means the mortgagor named in a Mortgage and includes the
        successors transferees and permitted assigns of the Mortgagor.

        "OFFER" means an Offer made by the Manager to the Originator to accept
        an Application pursuant to clause 2.2.

        "ORIGINATOR'S MANAGEMENT RATE" means the rate calculated on the
        principal sum under each Trust Mortgage introduced by the Originator
        which the Manager agrees to instruct the Trustee to pay to the
        Originator in consideration of the Originator managing those Trust
        Mortgages in accordance with the provisions of this Deed, which rate
        shall be set at 0.25% p.a. or such other amount as the Trustee and the
        Manager may agree from time to time.

        "ORIGINATOR'S RATE" means an amount representing the difference between
        the lower rate of interest under a Trust Mortgage and the Allocated Rate
        for that Mortgage.

        "PARAMETERS" means collectively the Programme Parameters and the Third
        Schedule Parameters.

        "POOL INSURANCE POLICY" means any pool insurance policy from time to
        time taken out in favour of the Trustee in its capacity as trustee of
        the Fund.

        "PRIMARY MORTGAGE INSURANCE POLICY" means a policy of insurance (other
        than a Pool Insurance Policy) under which, inter alia, an insurer
        insures an Approved Mortgage against loss by the Trustee for, inter
        alia, a fixed sum or a percentage (up to and including 100%) of the
        principal amount secured thereby and/or for interest payments owing
        under such Approved Mortgage.

        "PROGRAMME PARAMETERS" means the manual called "The Puma Fund Programme
        Parameters" issued by the Manager setting out in detail the obligations
        of the Originator in relation to the origination and management of
        Approved Mortgages hereunder, as the same may from time to time be
        amended, supplemented or replaced.

        "PROPERTY" means the land and improvements the subject of an Approved
        Application and/or an Approved Mortgage.

        "SECURITY ENHANCEMENTS" means each Mortgage Insurance Policy, any
        relevant stand-by arrangements and/or such other security, support,
        rights and/or benefits made available to the Trustee in support of or
        substitution for an Authorised Investment or income or benefit arising
        thereon as permitted by the Trust Deed.

        "SETTLEMENT DATE" means the date specified in an Approved Application
        for settlement of an Approved Mortgage Loan or the purchase by the
        Trustee of an Approved Mortgage.
<PAGE>
                                       6


        "SETTLEMENT STATEMENT" means a statement in the form set out in
        Schedule 8.

        "SOLICITORS CERTIFICATE" means a certificate in the form set out in
        Schedule 10 of the Programme Parameters given by an Approved Solicitor
        immediately prior to settlement of an Approved Mortgage Loan or the
        purchase by the Trustee of an Approved Mortgage (as the case may be).

        "THIRD SCHEDULE PARAMETERS" means the criteria set out in the Third
        Schedule of the Trust Deed.

        "TRANSFER OF MORTGAGE" means a transfer to the Trustee of an Approved
        Mortgage pursuant to clause 2.

        "TRUST MORTGAGE" means Mortgage accepted into the Fund pursuant to
        clause 2.

        "VALUATION" means a valuation of the Property the subject of an Approved
        Application made by an Approved Valuer not more than three (3) months
        prior to the Settlement Date in respect of that Property which
        Valuation:

        (1)     complies with the Parameters;

        (2)     specifies the person who has requested it; and

        (3)     clearly sets out that it is addressed to and can be relied upon
                by each of the Trustee, the Manager, the Originator and the
                corresponding Mortgage Insurer,

        PROVIDED THAT:

        (A)     a Valuation which otherwise meets the above criteria shall not
                be acceptable if it has been undertaken on the instruction of
                the Borrower;

        (B)     in the case of the purchase of an Approved Mortgage the Trustee
                may in its discretion accept a Valuation which is re-addressed
                by the Approved Valuer to the Trustee, the Manager, the
                Originator and the corresponding Mortgage Insurer.

        "WAREHOUSING INVESTOR" means an investor who becomes a Warehousing
        Investor by virtue of clause 5 of the Trust Deed.

        "WAREHOUSE OBLIGATIONS" means the obligations of the Manager to ensure
        that funds for Settlement of an Approved Application are available on
        the Settlement Date for that Approved Application.

1.2     INTERPRETATION

        In this Deed except to the extent that the context otherwise requires or
        the contrary intention appears:
<PAGE>
                                       7


        1.2.1   references to any legislation or to any provision of any
                legislation shall include any statutory modification or
                re-enactment of, any legislation or provision substituted for or
                replacing (in whole or in substance) such legislation or
                provision, and all legislation and statutory instruments issued
                under, such legislation;

        1.2.2   words denoting the singular number shall include the plural and
                vice versa;

        1.2.3   words denoting individuals shall include corporations and firms
                and vice versa;

        1.2.4   references to this Deed or to any other document or agreement,
                shall include references to this Deed or such document or
                agreement as novated, supplemented, varied or replaced from time
                to time;

        1.2.5   references to any person in this Deed or any other document or
                arrangement shall include reference to its successors and
                permitted assigns;

        1.2.6   words denoting any gender shall include all genders;

        1.2.7   headings are for convenience only and shall not affect
                interpretation of this Deed;

        1.2.8   where any payment is to be made under or in relation to this
                Deed on a day not being a Banking Day the requirement for such
                payment shall be deemed to be on the next following Banking Day;

        1.2.9   references to "dollars", "Dollars", "$" or to another amount are
                references to the relevant units of the lawful currency of the
                Commonwealth of Australia;

        1.2.10  "writing" includes words of like import including printing,
                typing, lithography and other means of reproducing words in a
                tangible and viable form;

        1.2.11  the expression "RELATED BODY CORPORATE" has the same meaning
                given to it in section 9 of the Corporations Law; and

        1.2.12  the use of "CORRESPONDING" in association with Mortgage Insurer,
                Mortgage Insurance and Mortgage Insurance Policy in a provision
                of this Deed means the existing or proposed Mortgage Insurer,
                Mortgage Insurance or Mortgage Insurance Policy (as the case may
                be) relating to the existing or proposed Trust Mortgage or
                Property the subject of that provision.

1.3     SCHEDULES

        The Manager may with the prior consent of the Trustee (which shall not
        be unreasonably withheld) from time to time vary the form and substance
        of the Schedules to this Deed and from the time that a Schedule is so
        varied, a reference herein to that Schedule shall be to the Schedule so
        varied.
<PAGE>
                                       8


2.      PROCEDURE FOR FUNDING APPROVED MORTGAGE LOANS AND PURCHASE OF APPROVED
        MORTGAGES

2.1     SUBMISSION OF APPLICATION BY ORIGINATOR

        2.1.1   The Originator may submit an Application to the Manager for the
                Trustee to make an Approved Mortgage Loan or to purchase an
                Approved Mortgage, which shall be in the form set out in
                Schedule 4.

        2.1.2   In submitting an Application the Originator:

                (1)     shall request the Manager to make an Offer in accordance
                        with clause 2.2;

                (2)     shall state whether the Application is to be the subject
                        of an Interest Rate Delivery Commitment previously made
                        by the Manager and, if so, give sufficient details to
                        identify the relevant Interest Rate Delivery Commitment;

                (3)     may nominate a proposed Settlement Date which is not
                        more than 10 weeks from the date of Application or such
                        longer period as the Manager agrees;

                (4)     shall state whether the Application is for funds at a
                        fixed rate or at a floating rate;

                (5)     may request the Manager to provide an Allocated Rate for
                        a specified Settlement Date; and

                (6)     acknowledges that if the Originator does not request
                        provision of an Allocated Rate then:

                        (A)     the Originator may request an Allocated Rate at
                                any time up to a date being not later than five
                                (5) Banking Days prior to the Settlement Date

                        PROVIDED THAT:

                        (B)     if the Originator does not request an Allocated
                                Rate within thirty (30) days of the date of its
                                Acceptance of the Offer as specified in clause
                                2.4.2(2) then, unless the Manager otherwise
                                agrees, the Approved Application shall thereupon
                                be treated as having been cancelled.

        2.1.3   Each Application submitted to the Manager shall:

                (1)     be properly completed and signed by the Originator;
<PAGE>
                                       9


                (2)     be accompanied by:

                        (A)     a Valuation of the Property;

                        (B)     copies of all documentation to be lodged in
                                support of the application to the Mortgage
                                Insurer for Mortgage Insurance; and

                        (C)     any other documents or information which the
                                Manager may require.

        2.1.4   The Originator acknowledges to the Trustee and the Manager that
                the Trustee, the Manager and the corresponding Mortgage Insurer
                will be relying on the information and documentation provided by
                the Originator in and with the Application, including when the
                Manager or the Originator (as the case may be) submits the
                Application to the Mortgage Insurer for approval. The Originator
                shall indemnify and keep indemnified the Trustee and the Manager
                from and against any loss, damage, action, claim or demand which
                they or either of them may suffer or incur in respect of or
                otherwise arising from the fact that any of the contents of the
                Application or the documentation accompanying it (or the copy
                Application or accompanying documentation to the corresponding
                Mortgage Insurer) are untrue or misleading.

2.2     APPROVAL OF APPLICATION

        2.2.1   The Manager may (in its absolute discretion) submit the
                Application to the Trustee for signature of the proposal to a
                Mortgage Insurer incorporated in the Application and, subject to
                the next sentence of this clause, the Manager may then lodge the
                Application and all relevant documentation with that Mortgage
                Insurer for approval. As an alternative to the Manager lodging
                the Application and all relevant documentation with a Mortgage
                Insurer, the Originator may, if permitted by the Manager, lodge
                a copy of the Application and all relevant documentation direct
                with that Mortgage Insurer for approval. If the Mortgage Insurer
                shall require any additional information as a pre-requisite to
                approving the Application the Originator shall use its best
                endeavours to procure the same upon notification by the Manager
                or the Mortgage Insurer of the requirement.

        2.2.2   Upon receipt of approval of the Application by the Mortgage
                Insurer the Manager may (in its absolute discretion) make an
                Offer to accept an Application but the Manager shall be under no
                obligation to do so and may decline to make an Offer
                notwithstanding the approval of an Application by the Mortgage
                Insurer.

        2.2.3   The Offer for:

                (1)     a proposed Approved Mortgage Loan the subject of an
                        Interest Delivery Rate Commitment shall be in the form
                        set out in Annexure (a) to Schedule 3;
<PAGE>
                                       10


                (2)     a proposed purchase of an Approved Mortgage the subject
                        of an Interest Delivery Rate Commitment shall be in the
                        form set out in Annexure (b) to Schedule 3;

                (3)     a proposed Approved Mortgage Loan to which paragraph (1)
                        above does not apply shall be in the form set out in
                        Schedule 6 and, where appropriate, with the Annexure to
                        it;

                (4)     the proposed purchase of an Approved Mortgage to which
                        paragraph (2) above does not apply shall be in the form
                        set out in Schedule 7 and, where appropriate, with the
                        Annexure to it.

        2.2.4   The Originator acknowledges that any such Offer shall be made to
                the Originator personally and in its capacity as the Originator
                under this Deed and in no other capacity and shall not in any
                way be deemed to constitute an offer to any proposed Borrower or
                to the proposed transferor of an Approved Mortgage.

2.3     ALLOCATED RATE FOR APPROVED MORTGAGE LOANS

        In the case of Applications which are not made pursuant to an Interest
        Delivery Rate Commitment (in accordance with clause 2.1.2(2)), the
        Allocated Rate for a Settlement Date shall be:

        2.3.1   in the case of an Approved Mortgage Loan, the Allocated Rate
                specified in the Annexure to Schedule 6;

        2.3.2   in the case of the purchase of an Approved Mortgage, the
                Allocated Rate specified in the Annexure to Schedule 7.

2.4     ACCEPTANCE OFFER

        2.4.1   (1)     Where the Manager has made an Offer which includes an
                        Annexure to either Schedule 6 or Schedule 7, the
                        Originator may accept the Offer by signing and returning
                        the Schedule 6 and Annexure or the Schedule 7 and
                        Annexure (as appropriate) to the Manager within thirty
                        (30) minutes (or within such other period as may be
                        nominated by the Manager from time to time and indicated
                        in the Offer) of receipt of the Offer by the Originator.

                (2)     If the Originator accepts the Offer in the manner and
                        within the time specified in clause 2.4.1(1), then
                        subject to clause 2.4.5 the Offer and Acceptance shall
                        be deemed completed and an enforceable contract shall
                        subject to the other provisions of this Deed exist
                        between the parties from the time the Manager receives
                        the Acceptance.

                (3)     If the Originator does not accept the Offer in the
                        manner and within the time specified in clause 2.4.1(1),
                        then the Acceptance by the Originator shall be deemed to
                        be an Application under clause 2.1 and the provisions


<PAGE>
                                       11


                        of clause 2.4.2(2) shall apply to it mutatis mutandis.

        2.4.2   (1)     Where the Manager has made an Offer which does not
                        include an Annexure to either Schedule 6 or Schedule 7,
                        the Originator may accept the Offer by signing and
                        returning the Schedule 6 without Annexure or the
                        Schedule 7 without Annexure (as appropriate) within 5
                        Banking Days (or within such other period as may be
                        nominated by the Manager from time to time and indicated
                        in the Offer) of receipt of the Offer by the Originator
                        but in that event the Application shall be treated only
                        as an Approved Application and the following provisions
                        of this clause 2.4.2 shall apply.

                (2)     If the Originator accepts the Offer in the manner and
                        within the time specified in clause 2.4.2(1), then the
                        Originator may (subject always to proviso (ii) below)
                        not less than 5 Banking Days prior to the Settlement
                        Date request the Manager to specify an Allocated Rate
                        and in that event:

                        (A)     the Manager shall promptly furnish to the
                                Originator the Schedule 6 Annexure or the
                                Schedule 7 Annexure (as appropriate);

                        (B)     the Originator may accept the Allocated Rate so
                                offered within thirty (30) minutes of receipt of
                                the relevant Annexure;

                        (C)     if the Originator accepts the Allocated Rate so
                                offered, then subject to clause 2.4.5 the Offer
                                and Acceptance shall be deemed completed and an
                                enforceable contract shall subject to the other
                                provisions of this Deed exist between the
                                parties from the time the Manager receives the
                                Acceptance,

                        PROVIDED ALWAYS and the parties acknowledge and agree
                        that:

                        (i)     an Approved Application may proceed to
                                settlement only after an Allocated Rate has been
                                received and accepted pursuant to this clause
                                2.4.2; and

                        (ii)    an Approved Application for which the Originator
                                has not requested and accepted an Allocated Rate
                                within 30 calendar days after the date it
                                accepts the Offer pursuant to clause 2.4.2(2)
                                shall, unless the Manager otherwise agrees, be
                                deemed to have been cancelled.

        2.4.3   The Originator agrees that:

                (1)     each Application shall, if required by the Manager, be
                        accompanied by the Application Fee;
<PAGE>
                                       12


                (2)     if not already paid, the Application Fee shall become
                        immediately due and payable on the date it accepts the
                        Offer whether or not the relevant Annexure was included
                        in the Offer;

                (3)     if it does not accept the Offer within the relevant
                        times referred to in clauses 2.4.1 or 2.4.2, then:

                        (A)     the Offer shall ipso facto lapse; and

                        (B)     any Application Fee already paid by the
                                Originator shall be retained by the Manager;

                (4)     the decision of the Manager as to whether an Acceptance
                        has been properly completed by the Originator shall be
                        final and binding on the Originator;

                (5)     if the Manager declines to make an Offer pursuant to
                        clause 2.2.2 any Application Fee already paid by the
                        Originator shall be refunded to the Originator;

                (6)     if for any reason other than that specified in the
                        preceding sub-clause (5):

                        (A)     funds are not advanced;

                        (B)     an Allocated Rate is never set; or

                        (C)     an Approved Application is cancelled or is
                                deemed to have been cancelled pursuant to any of
                                the provisions of this clause 2,

                        THEN the Manager may in its absolute discretion refund
                        the whole or part of the Application Fee actually paid
                        by the Originator OR where the Application Fee has been
                        debited to the Originator's account, credit that account
                        with the whole or part of the Application Fee.

        2.4.4   Where the Originator has not specified a Settlement Date in an
                Approved Application it may appoint a Settlement Date by giving
                to the Manager not less than 5 Banking Day's notice in writing
                expiring at any time not later than 10 weeks after the date of
                the initial Application (or such longer period as the Manager
                agrees).

        2.4.5   Notwithstanding any other provision of this Deed, if the
                Allocated Rate at which the Manager is offering funds to
                Originators, or the rate being quoted to the Manager for funds,
                at the time when the Manager receives an Acceptance in
                accordance with clause 2.4.1(2) or clause 2.4.2(2)(B) is more
                than at least 0.05% greater than the Allocated Rate applicable
                at the time when the Manager made the relevant Offer pursuant to
                clause 2.4.1(1) or furnished an Annexure pursuant to clause
                2.4.2(2)(A) (as the case may be) then, at the option of the
                Manager, the Manager may cancel the Offer made by it by notice
                in writing to the
<PAGE>
                                       13


                Originator given no later than the Banking Day following the
                date of the Originator's abovementioned Acceptance in which
                event the Manager shall have no further obligations whatsoever
                in respect of that Offer.

        2.4.6   The preceding provisions of this clause 2.4 shall not apply to
                Offers made pursuant to an Interest Delivery Rate Commitment.
                The Originator may accept such an Offer by signing and returning
                the relevant Annexure to Schedule 3 within 5 Banking Days (or
                within such other period as may be nominated by the Manager from
                time to time and indicated in the Offer) of receipt of the Offer
                in which case the Offer and Acceptance shall be deemed completed
                and an enforceable contract shall subject to the other
                provisions of this Deed exist between the parties from the time
                the Manager receives the Acceptance.

2.5     PROCEDURE AFTER COMMITMENT

        If the Originator accepts an Offer within the time and in the manner
        specified in clause 2.4 then:

        2.5.1   any Application Fee paid by the Originator shall be applied by
                the Manager in any manner as the Manager may in its absolute
                discretion decide and those fees shall not be refundable to the
                Originator should the Approved Application not proceed for any
                reason;

        2.5.2   the Originator shall instruct an Approved Solicitor to
                investigate the title to and all other relevant aspects of each
                Property the subject of an Approved Application and shall give
                that Solicitor all instructions on behalf of the Trustee as may
                be necessary in the circumstances and shall supervise the
                carrying out of those instructions. Those instructions shall,
                inter alia, include:

                (1)     the form of Mortgage to be used (or the Mortgage the
                        subject of the Approved Application) and the form of all
                        other Collateral Documents to be used shall be the forms
                        approved by the Manager and the Trustee from time to
                        time;

                (2)     in the case of the purchase of an Approved Mortgage,
                        that the benefit of all collateral securities must be
                        transferred to the Trustee on settlement;

                (3)     a direction that the Solicitor shall observe the
                        requirements of the Parameters and including in the case
                        of the purchase of Approved Mortgages that the terms and
                        conditions of such Mortgages meet the requirements of
                        the Parameters;

                (4)     any instructions given by the Originator, the Manager
                        and/or the Trustee (including the general requirements
                        of Approved Solicitors from time to time issued by the
                        Manager and the Trustee); and
<PAGE>
                                       14


                (5)             any conditions required by the corresponding
                                Mortgage Insurer to be met in order for the
                                Mortgage Insurer to issue Mortgage Insurance for
                                the proposed Mortgage and generally shall be in
                                terms identical with those on which the Manager
                                has approved the Application;

        2.5.3   where the applicable Allocated Rate is established by reference
                to a floating indicator, the Manager shall determine the
                applicable value of that floating indicator on the Banking Day
                immediately preceding the Settlement Date and shall notify the
                Originator of the resulting Allocated Rate by no later than 3.00
                p.m. on the said Banking Day;

        2.5.4   in the case of the proposed purchase of an Approved Mortgage
                which has existing Mortgage Insurance which accords with the
                Parameters, the Originator shall procure that the transferor
                with the consent of the Mortgage Insurer shall assign that
                policy to the Trustee and the Mortgage Insurer shall provide to
                the Manager:

                (1)     a copy of the existing policy of the Mortgage Insurance;
                        and

                (2)     evidence that it has been properly assigned to the
                        Trustee as required by this clause 2.5.4; and

        2.5.5   in the case of the purchase of an Approved Mortgage and subject
                to clauses 2.10 and 2.11 the Originator shall sell to the
                Trustee or procure that the proposed transferor of the Approved
                Mortgage shall sell to the Trustee and the Trustee shall
                purchase from the Originator or from the proposed transferor of
                the Approved Mortgage the relevant Approved Mortgage for the
                price and on the terms specified in the Approved Application.

2.6     RELIANCE ON ORIGINATOR'S SKILL

        The Originator acknowledges that the Trustee and the Manager will be
        relying on the Originator's reputation, skill and judgement in selecting
        Approved Mortgages which are suitable for Approved Mortgage Loans and/or
        for purchase by the Trustee and in the finalisation and settlement of
        Approved Applications in such a manner as to best serve the interests of
        the Investors and Warehousing Investors. The Originator warrants to the
        Trustee and the Manager that it has and will at all times use
        substantial and sufficient skill and judgement in performing its
        obligations under this Deed.

2.7     INDEMNITY RE NON-ADHERENCE TO SETTLEMENT DATE

        The Originator further acknowledges that in respect of an Approved
        Application it is essential that the relevant Mortgage shall be
        available for entry into the Fund by the Trustee on the Settlement Date
        on and in accordance with the terms of the Approved Application for the
        reason that the Manager will have incurred Warehouse Obligations.
        Without limiting the operation of clause 2.8, commencing on the Lock-in
        Date the Originator shall indemnify and keep indemnified the Manager and
        the Trustee against any loss which the Manager or


<PAGE>
                                       15


        the Trustee respectively may suffer or may be likely to suffer as a
        result of the Originator failing to have procured the settlement of the
        relevant Approved Application by the Settlement Date (including without
        limiting the generality of the foregoing, the cancellation of an
        Approved Application pursuant to clause 2.1(3). The Originator agrees
        that:

        2.7.1   the amount of any such loss shall be the actual costs and
                expenses incurred by the Manager or the Trustee (as the case may
                be) in having the warehouse facility (resulting from the Manager
                incurring Warehouse Obligations) available for drawdown between
                the Settlement Date and the actual settlement date PROVIDED THAT
                for the purposes of this sub-clause 2.7.1 the expression "the
                actual settlement date" shall never mean a date later than the
                proposed Due Date of the Mortgage the subject of the Approved
                Application;

        2.7.2   the Manager's or the Trustee's (as the case may be)
                determination of the amount of any loss or damage suffered by it
                and referred to in this clause 2.7 shall be final and binding on
                the Originator and a statement in writing signed on behalf of
                the Manager or the Trustee by a director, secretary or other
                authorised officer of the Manager or the Trustee (as the case
                may be) of such amount shall as against the Originator be
                conclusive; and

        2.7.3   the Manager shall have the right at any time to cancel the
                Approved Application if the actual settlement date does not
                occur within two (2) Banking Days after the Settlement Date (or
                within such extended period after the Settlement Date as the
                Manager may agree to in writing) without prejudice to the other
                provisions of this clause 2.7 AND in that event the Originator
                acknowledges that neither the Manager nor the Trustee (in the
                absence of negligence on the part of either of them) shall be
                liable in any way for any loss or damage incurred by the
                Originator or by the party to whom the Originator has given the
                Loan Approval pursuant to clause 2.9.

2.8     COMMITMENTS TO FUND

        2.8.1   In respect of given interest rate products and maturities from
                time to time specified by the Manager as available for
                commitments in advance pursuant to this clause 2.8 to fund
                Approved Mortgage Loans or to purchase Approved Mortgages, the
                Originator may submit to the Manager an Application to Fund in
                the form set out in Schedule 2 (an "APPLICATION TO FUND")
                requesting that the Manager make available funds for an amount
                specified therein (being not less than $500,000 or such other
                amount from time to time specified in the Parameters) on the
                date referred to in the Application to Fund for the purpose of
                originating Approved Mortgage Loans or purchasing Approved
                Mortgages.

        2.8.2   Upon receipt of an Application to Fund, the Manager may in its
                absolute discretion issue to the Originator Part A of an
                Interest Delivery Rate Commitment in the form of Schedule 3 (an
                "INTEREST DELIVERY RATE COMMITMENT").
<PAGE>
                                       16


        2.8.3   The Manager shall in Part A of each Interest Delivery Rate
                Commitment specify the following:

                (1)     the amount to which the Interest Delivery Rate
                        Commitment relates (the "COMMITMENT AMOUNT");

                (2)     the indicative minimum Allocated Rate applying for that
                        Commitment Amount (the "INDICATIVE MINIMUM ALLOCATED
                        RATE");

                (3)     the date on which the Originator must satisfy its
                        obligations pursuant to clause 2.8.6 in respect of that
                        Commitment Amount (the "DELIVERY DATE"); and

                (4)     the applicable Due Date.

        2.8.4   If the Originator wishes to accept the details specified in Part
                A of an Interest Delivery Rate Commitment issued by the Manager
                pursuant to clause 2.8.2 it shall sign and return to the Manager
                Part B thereof within 30 minutes of the issue of such Part A by
                the Manager (or such other period specified by the Manager).

        2.8.5   Upon receipt of Part B of an Interest Delivery Rate Commitment,
                the Manager may in its absolute discretion issue to the
                Originator a completed Part C of the Interest Delivery Rate
                Commitment. If in that Part C the Manager specifies a final
                minimum Allocated Rate (the "FINAL MINIMUM ALLOCATED RATE")
                which is not greater than the Indicative Minimum Allocated Rate
                plus 0.05% then:

                (1)     such Final Minimum Allocated Rate shall be binding on
                        the Originator and the provisions of clauses 2.8.6 -
                        2.8.10 (inclusive) shall apply to, and only in respect
                        of, such an Interest Delivery Rate Commitment and the
                        Final Minimum Allocated Rate in respect thereof; and

                (2)     the Originator shall deliver to the Manager immediately
                        upon receipt of that Part C an acknowledgment in the
                        form of Part D of Schedule 3 provided that such
                        acknowledgment shall be by way of confirmation only and
                        a failure by the Originator to deliver it shall in no
                        way whatsoever prejudice the binding agreement which
                        arises pursuant to the Manager's Part C.

                If the Manager does not issue a completed Part C of an Interest
                Rate Delivery Commitment or the Final Minimum Allocated Rate
                does not fall within the upper limit specified in the preceding
                sentence of this clause, then Parts A & B of the Interest Rate
                Delivery Commitment shall lapse and shall not be binding on the
                Manager or the Originator.

        2.8.6   The Originator shall ensure, subject to the provisions of this
                Deed, the Parameters and the Trust Deed, that on each Delivery
                Date Approved Mortgage Loans are originated and Approved
                Mortgages are purchased in accordance with the


<PAGE>
                                       17


                procedures set out in this clause 2 each of which has a lower
                rate of interest of not less than the final Minimum Allocated
                Rate and a Due Date the same as the Due Date nominated by the
                Originator in the relevant Application to Fund and which
                collectively have an aggregate principal sum equal to the
                Commitment Amount.

        2.8.7   Without affecting the operation of clause 2.8.8, if the
                Originator has not fully complied with its obligations pursuant
                to clause 2.8.6 in respect of a given Commitment Amount by the
                Delivery Date in relation thereto, the Originator shall for the
                period of 30 days commencing on and from that Delivery Date (the
                "EXTENDED DELIVERY PERIOD") pay to the Manager on demand
                compensation calculated on a daily basis in respect of the
                funding and hedging costs incurred directly or indirectly by the
                Manager in making available and preserving the Interest Delivery
                Rate Commitment including without limitation the cost of
                compensating any relevant Warehousing Investor for its funding
                and hedging costs incurred in the proposed funding by that
                Warehousing Investor of the whole or any part of the Commitment
                Amount. The Manager may at any time, and for any reason, in its
                absolute discretion terminate or further extend the Extended
                Delivery Period. Notwithstanding anything herein contained, the
                Manager shall not be obliged to make any payment to the
                Originator under this clause.

        2.8.8   The Originator shall on demand pay to the Manager and the
                Trustee, and shall forever indemnify the Manager and the Trustee
                against, any costs, expenses or damages incurred by the Manager
                or the Trustee (as the case may be) as a result of a failure by
                the Originator to comply with clause 2.8.6 and, without limiting
                the generality of the foregoing, shall pay to the Manager and
                the Trustee all costs incurred by the Manager or the Trustee in
                closing out, terminating, unwinding or the equivalent any
                arrangement entered into by the Manager or the Trustee in order
                to make the Commitment Amount available on the Delivery Date for
                not less than the Final Minimum Allocated Rate (including
                without limitation the cost of compensating any relevant
                Warehousing Investor for its funding and hedging costs incurred
                in the proposed funding by that Warehousing Investor of the
                whole or any part of the Commitment Amount).

        2.8.9   The Manager's determination of the amount payable by the
                Originator pursuant to clause 2.8.7 or clause 2.8.8 shall be
                final and binding on the Originator and any statement in writing
                signed on behalf of the Manager of such amount shall be
                conclusive evidence thereof.

        2.8.10  The Manager may make a demand on the Originator pursuant to
                clauses 2.8.7 or 2.8.8 on its own behalf or on behalf of the
                Trustee at any time and from time to time. All payments in
                respect of claims made on behalf of or by the Trustee pursuant
                to clauses 2.8.8 or 2.8.9 shall, unless otherwise directed in
                writing by the Trustee, be made by the Originator to the
                Trustee.

        2.8.11  The Originator agrees that:
<PAGE>
                                       18


                (1)     each Application to Fund shall, if required by the
                        Manager, be accompanied by the Application Fee;

                (2)     if not already paid, the Application Fee shall become
                        immediately due and payable on the date the Manager
                        issues a completed Part C of an Interest Rate Delivery
                        Commitment in accordance with clause 2.8.5;

                (3)     if the Manager does not issue a completed Part C of an
                        Interest Rate Delivery Commitment in accordance with
                        clause 2.8.5, any Application Fee already paid by the
                        Originator shall be refunded to the Originator;

                (4)     if for any reason other than that specified in the
                        preceding sub-clause (3):

                        (A)     funds are not advanced; or

                        (B)     an Approved Application is cancelled or is
                                deemed to have been cancelled pursuant to any of
                                the provisions of this clause 2,

                THEN the Manager may in its absolute discretion refund the whole
                or part of the Application Fee actually paid by the Originator
                OR where the Application Fee has been debited to the
                Originator's account, credit that account with the whole or part
                of the Application Fee.

2.9     LOAN APPROVALS

        The Originator shall not grant any Loan Approval except pursuant to an
        Approved Application and in compliance with the Parameters. The
        Originator shall not give (and acknowledges that it has no authority to
        give) any undertaking or obligation which purports to bind the Trustee
        and/or the Manager otherwise than pursuant to a Loan Approval. The
        Originator shall indemnify the Manager and the Trustee and keep each of
        them indemnified against any liability however arising as a result of
        the Originator giving any Loan Approval otherwise than as provided in
        this clause.

2.10    ORIGINATOR'S PRE-SETTLEMENT OBLIGATIONS

        The Originator shall not less than five (5) Banking Days prior to the
        proposed settlement date of an Approved Mortgage Loan or the purchase of
        an Approved Mortgage advise the Manager in writing of the proposed
        settlement date and at the same time the Originator shall deliver or
        cause to be delivered to the Manager:

        2.10.1  a Settlement Statement addressed to the Manager in respect of
                the Approved Mortgage Loan or the Approved Mortgage completed
                and certified by and/or on behalf of the Originator to be true
                and correct;

        2.10.2  where applicable, the documents and evidence required by clause
                2.5; and


<PAGE>
                                       19


         2.10.3      such other documents or things as from time to time shall
                     be required pursuant to the Parameters or are otherwise
                     stipulated by the Manager.

2.11     SETTLEMENT FUNDS

         The Originator shall advise the Manager not less than two (2) Banking
         Days prior to the proposed settlement date of the amount or amounts
         required to be paid by the Trustee to settle the Approved Mortgage Loan
         or to purchase the Approved Mortgage. Subject to:

         2.11.1   the Manager and the Trustee having received the items
                  specified in clause 2.10;

         2.11.2   the Trustee and the Manager each receiving a copy of the
                  Solicitor's Certificate from the Approved Solicitor in
                  accordance with this Deed and the Parameters; and

         2.11.3   the right of the Trustee and/or the Manager to cancel the
                  Approved Application pursuant to clause 2.13,

                  the Trustee and the Manager shall arrange for settlement in
                  respect of the Approved Mortgage Loan or the purchase of the
                  Approved Mortgage and the Manager shall direct the Trustee on
                  behalf of the Fund, or arrange for a Warehousing Investor, to
                  draw a cheque for the amount of the Approved Mortgage Loan or
                  the purchase price of the Approved Mortgage and to have it
                  available for the collection by the Approved Solicitor (or
                  alternatively to transfer the relevant amount to the trust
                  account of the Approved Solicitor) by 10.30 a.m. Eastern
                  Standard Time on the morning of the proposed settlement date
                  or at such other time as the Trustee may agree. The Originator
                  shall notify the Manager immediately should there be any
                  change to the settlement date previously advised and the
                  Originator shall be responsible for any loss thereby
                  occasioned (including, without limitation, loss calculated in
                  accordance with clause 2.7). If settlement is delayed by more
                  than 3 Banking Days from the Settlement Date the Originator
                  shall cause the Approved Solicitor to remit all settlement
                  moneys previously made available by the Trustee to the Trustee
                  or to such other person as the Trustee may alternatively
                  direct.

2.12     SETTLEMENT AND REGISTRATION

         The Originator shall instruct the Approved Solicitor:

         2.12.1   to attend settlement of the Approved Mortgage Loan or the
                  purchase of the Approved Mortgage and to obtain the Documents
                  of Title;

         2.12.2   immediately after the issue of the copy of its Solicitor's
                  Certificate, to forward the original thereof to the Manager
                  for verification (to be received by the Manager no later than
                  one Banking Day prior to settlement) and as soon as practical
                  following verification the Manager shall forward such original
                  to the Trustee;
<PAGE>
                                       20


         2.12.3   immediately after settlement to lodge at the Land Titles
                  Office the Mortgage and/or the Transfer of Mortgage and such
                  other of the Documents of Title which may be necessary to
                  enable the Mortgage and/or the Transfer of Mortgage to be
                  registered without delay; and

         2.12.4   to advise the Trustee in writing of the dealing number of the
                  Mortgage or Transfer of Mortgage immediately after it has been
                  lodged for registration.

2.13     CANCELLATION OF APPROVED APPLICATION

         The Originator acknowledges that the Manager and/or the Trustee may at
         any time prior to the actual settlement date by written notice to the
         Originator cancel an Approved Application if:

         2.13.1   either of them is not satisfied that all the criteria for
                  acceptance of an Approved Mortgage into the Fund have been
                  met;

         2.13.2   if the relevant Mortgage:

                  (1)      in the case of an Approved Mortgage Loan, when
                           prepared by an Approved Solicitor, does not confirm
                           with the Parameters; or

                  (2)      in the case of the purchase of a Mortgage, is found
                           not to be an Approved Mortgage;

         2.13.3   the Trustee has not received all of the items referred to in
                  clause 2.10 and 2.11.2;

         2.13.4   the Trustee has not received a certificate from the Manager in
                  accordance with the Manager's obligations under the provisions
                  of the Management Deed;

         2.13.5   the Trustee has become aware that the requisite Security
                  Enhancements applicable to the relevant Mortgage not
                  available;

         2.13.6   for any reason the Trustee is not satisfied that there are or
                  will be on the Settlement Date sufficient funds available at
                  the rate or on the other terms advised by the Manager to the
                  Trustee to be the rate or terms contained in the Approved
                  Application for settlement of the Approved Mortgage Loan or
                  the purchase of the Approved Mortgage including, without
                  limiting the foregoing, an insufficiency of funds or expected
                  insufficiency of funds arising by reason of any change in
                  applicable law, regulation, treaty or official directive or in
                  the interpretation or administration thereof by any
                  governmental, fiscal, monetary or other authority charged with
                  the administration thereof;

         2.13.7   the lower rate of interest under the Approved Mortgage is less
                  than the Allocated Rate;
<PAGE>
                                       21


         2.13.8   the Manager and/or the Trustee believes that acceptance of the
                  application would not be in the best interests of the Fund
                  and/or the Warehousing Investor which is to provide the
                  requisite funds; or

         2.13.9   if the Originator is in breach of this Deed in any respect
                  whatsoever,

         AND the Originator further acknowledges and agrees that if an Approved
         Application is cancelled pursuant to this clause 2.13 then, without
         limiting the operation of clause 2.7;

         2.13.10  notwithstanding that such cancellation may be due to an act or
                  omission by the Manager or the Trustee neither the Manager nor
                  the Trustee shall be liable in any way for any loss or damage
                  incurred by the Originator or by the person to whom the
                  Originator has given the Loan Approval pursuant to clause 2.9
                  and the Originator shall indemnify and keep indemnified the
                  Manager and the Trustee against any action proceedings claim
                  or demand instituted or made by any such person in respect of
                  any such loss or damage; and

         2.13.11  except to the extent that such cancellation may be due to a
                  negligent act or omission by the Manager or the Trustee the
                  Originator shall compensate the Manager and the Trustee for
                  any funding or hedging costs or liabilities incurred by them
                  in respect of any funds or rates previously committed by
                  either of them to funding the Approved Application, including
                  without limitation any costs arising from an Interest Rate
                  Delivery Commitment or from the commitment of funds consequent
                  upon an Acceptance.

2.14     PAYMENT OF INTEREST DEDUCTED AT SETTLEMENT

         The Originator shall instruct the Approved Solicitor to deliver a
         cheque for any interest payment under an Approved Mortgage which has
         been deducted from the settlement funds to the Trustee as soon as
         possible after settlement and in any event within 3 Banking Days of the
         actual settlement.

2.15     DELIVERY OF DOCUMENTS OF TITLE

         The Originator shall instruct the Approved Solicitor to deliver to the
         Trustee as soon as practicable and, in any event, within five (5)
         Banking Days of the date of receipt by the Approved Solicitor of each
         Mortgage after registration by the appropriate Land Titles Office or
         other appropriate registry of the Mortgage or the Transfer of Mortgage:

         2.15.1   the Documents of Title; and

         2.15.2   such other documents or things as may from time to time be
                  required pursuant to the Parameters or are otherwise
                  stipulated by the Manager or the Trustee.
<PAGE>
                                       22


2.16     EPITOME OF MORTGAGE

         The Originator on behalf of the Trustee shall instruct the Approved
         Solicitor to send to the Borrower, the Manager and the Trustee within
         five (5) Banking Days of settlement of each Approved Mortgage Loan an
         epitome of the Mortgage in the form specified by the Manager from time
         to time.

2.17     MANAGER'S RELIANCE ON DOCUMENTS SUBMITTED

         2.17.1   In respect of any document other than a Settlement Statement
                  required to be given or produced to the Manager by the
                  Originator, the Originator acknowledges that the Manager shall
                  not be concerned to enquire as to the correctness and/or
                  proper completion of the document.

         2.17.2   In respect of a Settlement Statement, the Originator
                  acknowledges that the Manager shall only be concerned to
                  enquire as to its completeness and shall not be obliged to
                  enquire as to its correctness.

2.18     INSTRUCTIONS TO APPROVED SOLICITORS

         The Originator undertakes and agrees that:

         2.18.1   it will instruct all Approved Solicitors acting in respect of
                  Approved Mortgage Loans or the purchase of Approved Mortgages
                  that subject to the provisions of clause 2.18.2 all such
                  instructions are given by the Originator on behalf of the
                  Trustee and that at all material times those Approved
                  Solicitors will be deemed to be acting on behalf of the
                  Trustee who will be relying upon all advice opinions and
                  certificates given by them;

         2.18.2   notwithstanding the provisions of this Deed generally and
                  clause 2.18.1 in particular or any Mortgage or any rule of law
                  or equity to the contrary the Originator and not the Trustee
                  shall be liable to bear the costs and disbursements (including
                  without limitation duties and taxes of all kinds whether State
                  or Federal) of Approved Solicitors and the Originator agrees
                  to indemnify the Trustee and to keep the Trustee indemnified
                  in respect of the same.

3.       ORIGINATOR'S OBLIGATIONS IN RESPECT OF TRUST MORTGAGES

3.1      PAYMENTS BY BORROWERS

         In respect of all Trust Mortgages the Originator shall direct the
         Borrower to make all payments direct to the account of the Trustee in
         its capacity as mortgagee under the Trust Mortgage in the manner
         authorised by the Trustee from time to time. If the Originator shall at
         any time receive any such payment it shall immediately deposit that
         payment with the Trustee and that payment shall be deemed to be held by
         the Originator in trust for the Trustee until so deposited.
<PAGE>
                                       23


3.2      MANAGEMENT OF TRUST MORTGAGES

         The Originator shall manage each Trust Mortgage using all proper care
         and skill as would be taken by a prudent mortgagee. None of the
         provisions of this Deed shall be construed as in any way limiting the
         Originator's obligations under this clause PROVIDED THAT where this
         Deed deals expressly with a given management responsibility or sets out
         a specific procedure in relation to a particular subject, this clause
         shall not be construed as conferring any power, authority or obligation
         on the Originator that differs from the express terms herein contained
         in relation to that responsibility or to permit any other procedure in
         relation to that particular subject other than the express procedure
         set our herein.

3.3      COMPLIANCE WITH MORTGAGE INSURANCES

         The Originator shall ensure that each Trust Mortgage is managed in
         accordance with the terms of all corresponding Mortgage Insurance and
         where the Originator is required to be approved by the corresponding
         Mortgage Insurer, the Originator shall comply with the terms of any
         such approval and maintain its accreditation as an approved mortgage
         originator.

3.4      PAYMENT OF MANAGEMENT COSTS AND EXPENSES

         The Originator shall pay from its own funds all costs and expenses of
         performing its obligations pursuant to this Deed and except where it is
         expressly authorised by this Deed to do so the Originator shall not
         seek nor shall it be entitled to receive any reimbursement from either
         the Manager or the Trustee.

3.5      MAINTENANCE OF RECORDS

         The Originator shall at its expense maintain records of all Trust
         Mortgages introduced by the Originator which shall include such details
         as the Manager may from time to time require. If requested by the
         Manager the Originator shall provide a true copy of the whole or any
         part of those records.

3.6      REPORTS TO MANAGER

         The Originator shall keep the Manager promptly and regularly informed
         of any action taken by it pursuant to this Deed and will recommend
         appropriate procedures and actions to be taken by the Trustee in order
         to enable the rights and interests of the Trustee, Investors and
         Warehousing Investors to be protected at all times.

3.7      CARE AND SKILL

         The Originator shall at all times use all proper care and skill in
         carrying out its obligations under this Deed and it acknowledges that
         in entering into this Deed the Manager and the Trustee are relying on
         the skill and judgement of the Originator.
<PAGE>
                                       24


3.8      TRUSTEE'S ENTITLEMENT TO REGISTRATION AS MORTGAGEE

         Nothing in this Deed nor any failure by the Manager or the Trustee to
         comply with its terms shall prevent the Trustee from being registered
         as mortgagee under any Trust Mortgage and the Originator shall not in
         any way interfere with such registration and shall lend such assistance
         as may reasonable be required to effect registration.

3.9      NOTIFY DEATH OF ANY BORROWER

         The Originator shall promptly notify the Manager if it receives notice
         of the death of any Borrower.

3.10     ADVISE DEFAULTS

         The Originator shall immediately advise the Manager in writing if it
         becomes aware of, or has reasonable grounds to suspect, the occurrence
         of any default, event of default (howsoever described) or any event
         which with the giving of notice, lapse of time or any determination
         could constitute such an event of default under any Approved Mortgage
         Loan, Approved Mortgage or Collateral Security or the occurrence of any
         act, omission, circumstance or event which reasonably could materially
         adversely effect the financial condition of any Borrower, Mortgagor or
         surety thereof or the ability of any of them to perform their
         respective obligations under any Approved Mortgage Loan, Approved
         Mortgage or Collateral Security.

3.11     REVIEW OF COMPLIANCE WITH MORTGAGES

         The Originator shall conduct regular reviews (being not less than
         annually) in accordance with the Parameters in relation to each Trust
         Mortgage.

3.12     NO OBLIGATION TO SUPPORT LOSSES

         Subject to this Deed, the Originator shall have no obligation to
         support any losses suffered by the Trustee in relation to any Trust
         Mortgage and the Trustee and the Manager hereby acknowledge the absence
         of any such obligation.

3.13     RENEGOTIATION OF TERMS

         The Originator shall not have any power or authority to reschedule or
         renegotiate the terms of any Trust Mortgage or any Collateral
         Securities relating thereto without the prior written consent of the
         Trustee and the Manager BUT if such consent is given, the Trustee and
         the Manager will be bound by the terms of the rescheduled or
         renegotiated terms of such Trust Mortgage and any Collateral Securities
         relating thereto to the extent contained in such consent.
<PAGE>
                                       25


4.       INSURANCES - ORIGINATOR'S OBLIGATIONS

4.1      GENERAL INSURANCE

         The Originator shall ensure that all buildings and improvements on the
         Property the subject of a Trust Mortgage shall at all times during the
         currency of the Mortgage be insured by the Mortgagor in the names of
         the Mortgagor and the Trustee for their respective interests for their
         full replacement and reinstatement value against all such risks and by
         such classes of insurance as provided for in the Parameters and with
         such insurance office as the Manager and the corresponding Mortgage
         Insurer shall approve.

4.2      LAPSING OF POLICIES

         The Originator shall ensure that all insurances referred to in clause
         4.1 provide for the Trustee (or such other person as the Manager or the
         Trustee may from time to time specify) to be notified not later than
         fourteen (1(4) days (or such other number of days as the Manager may in
         writing agree to) prior to any such insurance policies lapsing or being
         cancelled. If the Originator becomes aware that any insurance policy is
         about to lapse or be cancelled or has lapsed or cancelled the
         Originator shall immediately after becoming aware thereof:

         4.2.1    notify the Manager and the Trustee;

         4.2.2    pay out of its own funds the amount necessary to renew or
                  replace the lapsed or cancelled policy; and

         4.2.3    provide the Trustee and/or the Manager with details of the new
                  insurances effected.

4.3      SETTLEMENT OF CLAIMS

         The Originator shall not settle or compound any claims pursuant to any
         insurance policy unless it has obtained the prior written approval of
         the Manager and the Trustee and it shall comply with the instructions
         of the Manager, the Trustee and the corresponding Mortgage Insurer with
         respect to the application of the proceeds of any such policy to which
         the Trustee is entitled.

4.4      ORIGINATOR TO ASSIST IN MORTGAGE INSURANCE CLAIMS

         The Originator acknowledges that it is aware there may be policies of
         Mortgage Insurance between the Trustee and a Mortgage Insurer in
         respect of the portfolio of Mortgages which form part of the Fund under
         which the Manager and the Trustee have obligations certain of which
         must be performed within specific time frames. The Originator agrees
         that it shall promptly do all such things and give all such reports and
         information to the Trustee and the Manager as may be necessary to
         enable them to carry out their obligations to the Mortgage Insurer
         within the specific time frames.
<PAGE>

                                       26


4.5      MORTGAGE INSURANCE CLAIMS

         If:

         4.5.1    the Trustee shall claim and recover any moneys pursuant to a
                  policy of Mortgage Insurance; and

         4.5.2    there shall be a surplus remaining after the Trustee has
                  received payment in full in respect of all moneys secured by
                  the Mortgage to which that claim relates,

         then the Manager shall direct the Trustee to the extent that funds are
         available and may lawfully be so applied, to reimburse the Originator
         in respect of any payments made by the Originator pursuant to this
         clause 4 together with the reasonable costs to the Originator of making
         any such payment.

5.       DEFAULT BY BORROWER - ORIGINATOR'S OBLIGATIONS

5.1      ORIGINATOR MAY PAY INTEREST PAYMENTS OVERDUE FROM BORROWERS

         5.1.1    The Manager shall use its best endeavours to give to the
                  Originator on or before the twenty-second day of each calendar
                  month a list (the "DELINQUENT LIST") of those Trust Mortgages
                  under which the Borrower is according to the then records in
                  default in payment of interest ("overdue interest payments").

         5.1.2    Within two (2) Banking Days of receipt of the delinquent list
                  the Originator shall, in consideration of clause 5.1.3, be
                  entitled to pay to the Trustee the amount of all overdue
                  interest payments in respect of any Borrower as specified in
                  that delinquent list (all such payments shall be calculated at
                  the lower interest rate specified in the relevant Trust
                  Mortgages).

         5.1.3    If the Originator has made a payment pursuant to clause 5.1.2
                  and has not made (and is not required pursuant to clause 5.1.4
                  to make) a claim in respect of that payment under the Mortgage
                  Insurance Policy then the Manager shall (subject to receipt by
                  the Trustee from the defaulting Borrower of the same) direct
                  the Trustee to reimburse the same to the Originator
                  (calculated at the higher interest rate specified in the
                  corresponding Trust Mortgage) PROVIDED THAT the Manager shall
                  not be obliged to direct the Trustee to take action to recover
                  any interest not paid by the Borrower except as provided in
                  clause 5.3.

         5.1.4    (1)      The parties acknowledge that the Trustee and/or the
                           Manager may establish a Mortgage Insurance Policy in
                           respect of a Trust Mortgage under which the
                           Originator is entitled to claim directly on the
                           Mortgage Insurer in respect of overdue interest
                           payments paid by the Originator pursuant to clause
                           5.1.2.

                  (2)      The Originator agrees with the Trustee and the
                           Manager that notwithstanding the express and implied
                           provisions of such a Mortgage



<PAGE>
                                       27


                           Insurance Policy, if the Originator makes a second
                           payment under clause 5.1.2 at a time when the first
                           payment has not been reimbursed to it pursuant to
                           clause 5.1.3, it shall claim the entire amount of all
                           then overdue interest payments then outstanding in
                           respect of the relevant Trust Mortgage and paid by it
                           pursuant to clause 5.1.2 and, thereafter, shall claim
                           under the Mortgage Insurance Policy for each
                           succeeding overdue interest payment for that Trust
                           Mortgage paid by it pursuant to clause 5.1.2.


                  (3)      The Originator acknowledges that if it makes a claim
                           on a Mortgage Insurance Policy pursuant to this
                           clause 5.1.4 in respect of overdue interest payments
                           for a Trust Mortgage pursuant to clause 5.1.2 then it
                           shall have no entitlement to the corresponding
                           interest payment (calculated at the higher rate
                           specified in the Trust Mortgage) if actually received
                           by the Trustee and/or the Manager.

                  (4)      All claims by the Originator on a Mortgage Insurance
                           Policy shall be made in accordance with this Deed,
                           the Parameters and the corresponding Mortgage
                           Insurance Policy.

                  (5)      Any payment by a Mortgage Insurer in respect of a
                           claim by the Originator pursuant to this clause will
                           be made to the Trustee. The Manager will, after
                           satisfying itself regarding the propriety of the
                           claim, direct the Trustee to pay the corresponding
                           amount to the Originator.

         5.1.5    Notwithstanding any other provision of this Deed the
                  Originator shall have no entitlement to any interest on
                  overdue interest payable in respect of any Trust Mortgage.

5.2      ORIGINATOR'S OBLIGATIONS TO ENFORCE

         Subject to this Deed generally and clause 9 in particular, the
         Originator shall on the instruction of the Manager and the Trustee take
         such steps and incur such expenses as are necessary for the Trustee to
         enforce the terms of each Trust Mortgage or otherwise exercise any of
         the rights conferred on the Trustee under each Trust Mortgage including
         the taking out or renewal of insurance policies over buildings and
         improvements on a Property pursuant to clause 4.2 and undertaking
         necessary repairs and paying rates and taxes levied on any Property. In
         exercising its powers under this clause the Originator shall retain the
         services and seek the advice of such competent and qualified
         solicitors, valuers, builders and other experts as it thinks fit. Where
         the Originator considers that any such expenses will not be
         substantially recoverable from the Borrower or any guarantor or surety
         it will promptly seek instructions from the Manager before taking
         action.
<PAGE>
                                       28


5.3      PRE-CONDITIONS TO TRUSTEE INSTITUTING PROCEEDINGS FOR OUTSTANDING
         PAYMENTS

         Upon and in consideration of the Originator making any payments
         pursuant to clauses 4.2, 5.1 and/or 5.2 the Manager shall subject to
         the agreement of the corresponding Mortgage Insurer direct the Trustee
         to institute proceedings against the relevant Borrower to recover such
         payments in accordance with the terms of the relevant Trust Mortgage
         PROVIDED THAT prior to commencement of any such proceedings the
         Originator shall where necessary provide the requisite funds to enable
         those proceedings to be conducted AND the Originator shall indemnify
         the Trustee and keep the Trustee indemnified in respect of all costs
         and expenses incurred in those proceedings PROVIDED FURTHER THAT where
         the Originator considers that such costs and expenses will not be
         substantially recoverable from the Borrower or any guarantor or surety
         it will promptly seek instructions from the Manager before taking
         action.

5.4      ORIGINATOR'S OBLIGATIONS TO ENFORCE MORTGAGE TERMS AGAINST BORROWERS

         5.4.1    Upon:

                  (1)      the occurrence of any event of default (howsoever
                           expressed) under a Trust Mortgage; and

                  (2)      receipt of instructions from the Manager and the
                           Trustee,

                  THEN in accordance with the Parameters and subject to those
                  instructions the Originator shall at its own expense take such
                  steps as may lawfully be permitted and as may be required to
                  enable the default to be quickly remedied. Without limiting
                  the generality of the Originator's obligations under this
                  sub-clause 5.4.1 the Originator shall immediately upon receipt
                  of the delinquent list pursuant to sub-clause 5.1.1 make
                  demand on the Borrower named in that list for payment of the
                  overdue interest payment. The Originator shall ensure that
                  each demand is in a form and is served in a manner sufficient
                  for the purposes of any subsequent enforcement which may be
                  pursued in accordance with clause 5.4.2 and shall obtain from
                  Approved Solicitors such legal advice as is necessary to
                  achieve this. Additionally the Originator shall comply with
                  such direction as to the form and service of demand as may be
                  given by the Manager and the Trustee from time to time.

         5.4.2    The Originator shall at its own expense on the written
                  direction of the Manager and subject to the prior consent of
                  the Trustee:

                  (1)      exercise such powers of the Trustee (including its
                           power of sale) as may be necessary and give all
                           notices signed by the Trustee and do all things
                           required by law to realise the Property the subject
                           of the Trust Mortgage or otherwise recover the
                           outstanding amount as soon as reasonably possible;
<PAGE>
                                       29


                  (2)      commence and diligently prosecute such legal
                           proceedings (including proceedings for vacant
                           possession of the Property) as may be necessary.

         5.4.3    The Manager shall lend and shall procure that the Trustee
                  shall lend such assistance as may be necessary to enable the
                  Originator to perform its obligations under this clause 5.4.

         5.4.4    The Manager shall direct the Trustee to make any necessary
                  claim on the corresponding Mortgage Insurer and in such event
                  the Originator shall indemnify the Trustee and keep the
                  Trustee indemnified in respect of all costs and expenses
                  incurred in making any claim but notwithstanding the Manager's
                  direction the Trustee may in its absolute discretion decline
                  to make such claim if it considers in all the circumstances
                  that it is inappropriate to do so.

5.5      CARRIAGE OF SALE

         If the Trustee decides to exercise a power of sale pursuant to a Trust
         Mortgage, the Originator shall at the request of the Manager arrange
         for and shall have the carriage of that sale. The Originator shall do
         all things necessary (including obtaining at its own expense any
         Valuations of the relevant Property) to ensure that the Trustee
         receives an amount equal to the amount which it would have been
         entitled to receive if the Mortgage had been discharged on its Due Date
         in accordance with its terms together with all costs and expenses which
         the Trustee is entitled to recover under the terms of the Mortgage. The
         Originator shall ensure that the proceeds of sale are applied strictly
         in accordance with the terms of the Mortgage and that any monies
         inadvertently received by the Originator from the proceeds of sale are
         paid to the Trustee immediately.

5.6      SHORTFALL ON SALE

         If there is any shortfall upon the sale of any Property whether by the
         Trustee or any other person so that the Trustee does not obtain amount
         sufficient to discharge the Borrower's obligations to the Trustee
         secured by the Mortgage then, in addition to any other obligations it
         may have, the Originator shall if so required by the Manager or the
         Trust Deed make such applications and do such things as may be
         necessary to enable the Trustee to obtain the benefit of any payment to
         which it is or may be entitled pursuant to any Mortgage Insurance
         Policy or building insurance policy and also the benefit of any
         guarantee or personal covenant. The Manager shall lend and shall
         procure that the Trustee shall lend such assistance as may be necessary
         to enable the Originator to perform its obligations under this clause.

5.7      INDEMNITY

         The Originator shall indemnify the Manager and the Trustee and keep
         each of them indemnified in respect of all claims losses damages
         demands and expenses which they or either of them may suffer or incur
         should the Trustee or the Manager be held to have failed

<PAGE>
                                       30

         to act in good faith or to be in breach of its duty to a Borrower or
         any other person (including any wilful or wrongful neglect) due to any
         act or omission of the Originator.


5.8      LIMIT OF ORIGINATOR'S POWERS

         In the exercise of any of the powers of the Trustee as mortgagee under
         any Trust Mortgage, the Originator's powers shall be limited to those
         powers specified in this Deed and/or any further powers from time to
         time agreed to by the Manager and the Trustee and the Originator shall
         not settle, compound or compromise any right of the Manager or the
         Trustee in respect of any Trust Mortgage or otherwise nor attempt to do
         so without the prior written approval of the Manager and the Trustee.

5.9      REIMBURSEMENT OF EXPENSES OF ORIGINATOR

         If pursuant to the provisions of this clause 5 of the Originator incurs
         any expenses in performing its obligations in relation to the
         enforcement of a Trust Mortgage or the Originator incurs any expenses
         in relation to retaining the services of any persons to undertake any
         work or action or render any advice or report in connection with the
         enforcement of a Trust Mortgage (such expenses are hereinafter referred
         to as "enforcement expenses"):

         5.9.1    The Originator shall be primarily liable in the first instance
                  for the payment of such enforcement expenses; and

         5.9.2    The Originator shall only be entitled to reimbursement by the
                  Trustee of such enforcement expenses previously consented to
                  by the Manager or the Trustee:

                  (1)      Upon receipt of the corresponding sum from the
                           Borrower under the Trust Mortgage;

                  (2)      Upon receipt of the proceeds of the enforcement of
                           the Trust Mortgage, any Collateral Securities
                           relating thereto or otherwise; and

                  (3)      Upon the receipt of the proceeds from any claim made
                           under the corresponding Mortgage Insurance Policy,

                  PROVIDED THAT any amounts received by the Trustee shall be
                  first applied in payment of all moneys secured to the Trustee
                  by the Trust Mortgage and any expenses incurred by the Trustee
                  or which the Trustee considers will or may be incurred for
                  which it has not been reimbursed PROVIDED FURTHER THAT if upon
                  the exhaustion of the Trustee's rights in relation to the
                  Trust Mortgage, the Collateral Securities, the Mortgage
                  Insurance Policy or otherwise there is any shortfall of
                  sufficient funds to pay the outstanding enforcement expenses
                  of the Originator, the Trustee shall as soon as reasonably
                  practicable thereafter pay such outstanding enforcement
                  expenses to the Originator.
<PAGE>
                                       31


6.       WARRANTIES BY ORIGINATOR

6.1      WARRANTIES

         The Originator warrants to the Manager and the Trustee that, except as
         may be disclosed in writing by the Originator to the Manager, the
         Trustee and each Mortgage Insurer and approved by each of them prior to
         the settlement of an Approved Mortgage Loan or the transfer of an
         Approved Mortgage to the Trustee, as at the date of such Mortgage or
         Transfer of Mortgage (as the case may be) the following provisions
         relating to the Approved Mortgage and other relevant matters will be
         true and correct in all material respects:

         6.1.1    the Originator has on behalf of the Trustee instructed the
                  Approved Solicitors in accordance with the requirements of
                  clause 2.5.3 and in regard to such other matters as it deemed
                  relevant and which are required in accordance with the
                  Parameters and that those Solicitors have certified as to the
                  matters set forth in the Parameters in the manner required by
                  this Deed that settlement could proceed;

         6.1.2    the Originator has obtained a Valuation which complies with
                  the provisions of the Parameters relating to Valuations;

         6.1.3    the Originator is not aware of the occurrence of any event or
                  any proposal or other circumstances affecting the Property the
                  subject of the Mortgage which may reduce its value as set out
                  in the Valuation;

         6.1.4    all improvements on the Property are insured for their full
                  replacement and reinstatement value in the names of the
                  Mortgagor and the Trustee for their respective interests,
                  those policies required to be effected in accordance with the
                  provisions of this Deed are in full force and effect and
                  provide that the Originator will be notified of any lapsing or
                  cancellation and all premiums have been paid on those policies
                  and that the Mortgage obligates the Mortgagor to maintain all
                  such policies at the Mortgagor's cost and expense and, on the
                  Mortgagor's failure to do so, authorises the mortgagee to
                  maintain such policies at the Mortgagor's cost and expense and
                  to seek reimbursement therefore from the Mortgagor;

         6.1.5    the Mortgage Insurance required to be effected in accordance
                  with the Parameters has been effected and the corresponding
                  Mortgage Insurance Policy has been issued in conformity with
                  the requirements of the Parameters and the premium has been
                  paid or provisions made for the premium to be paid;

         6.1.6    the provisions of the Parameters have been fully complied with
                  and, without limitation, that the terms and conditions of the
                  Mortgage comply in all respects with the terms of the Approved
                  Application;

         6.1.7    the Originator is not aware of any circumstances in respect of
                  the Mortgage, the Property or the Borrower or any surety of
                  the Borrower (including but not limited


<PAGE>
                                       32


                  to the Borrower's or the surety's credit standing) which could
                  reasonably be expected to cause a prudent lender to:

                  (1)      regard the Mortgage as an unacceptable investment;

                  (2)      anticipate the Borrower is likely to make default
                           under the Mortgage;

                  (3)      believe that the value or marketability of the
                           Mortgage could be adversely affected;

         6.1.8    the Borrower's application for Loan Approval and/or the
                  proposed transferor's application for the Fund to purchase the
                  Approved Mortgage has been fully investigated by the
                  Originator and it complies with the Parameters and the
                  Originator is satisfied that all statements and information
                  contained in that application are true and correct and may be
                  relied upon by the Trustee and the Manager;

         6.1.9    except where previously disclosed to and approved in writing
                  by the Trustee, the Borrower is not an employee agent,
                  shareholder, director, manager, consultant or related body
                  corporate of the Originator or an Associate of any such person
                  or company;

         6.1.10   the Mortgage is not a Regulated Mortgage (as defined in
                  section 5 of the Credit Act 1984 or the corresponding
                  legislation in any other State or Territory of the
                  Commonwealth of Australia) to which Part 4 of that Act applies
                  and does not constitute any other contract or agreement
                  regulated or partly regulated by the Credit Act (or such
                  corresponding legislation) or any modification or re-enactment
                  thereof;

         6.1.11   where the Trustee purchases a Mortgage, the transfer of that
                  Mortgage and any Collateral Securities related thereto does
                  not contravene the terms and conditions of the Mortgage and
                  such Collateral Securities and all necessary consents to that
                  transfer have been obtained;

         6.1.12   the Originator has been duly incorporated and is validly
                  existing as a Mortgage Originator in good standing under the
                  laws of Australia, with full power and authority (corporate
                  and other) to conduct its business as now being conducted and
                  to enter into and perform its obligations under this Deed,
                  owns or possesses or has obtained all material governmental
                  registrations, licences, permits, consents, orders, approvals
                  and other authorisations necessary to carry on its business as
                  now being conducted, and is conducting its business so as to
                  comply in all material respects with all applicable statutes,
                  ordinances, rules and regulations, non-compliance with which
                  could have a material adverse effect on the Originator in the
                  jurisdictions in which it is conducting business AND that the
                  Originator has acted lawfully in arranging or transferring the
                  Mortgage;
<PAGE>
                                       33


         6.1.13   this Deed has been duly authorised, executed and delivered by
                  the Originator and will constitute a valid and binding
                  agreement of the Originator in accordance with its terms,
                  except as enforcement thereof may be limited by bankruptcy,
                  insolvency, reorganisation, liquidation, receivership,
                  moratorium or other similar laws relating to or affecting
                  creditors' rights generally or by general principles of
                  equity, regardless of whether such enforceability is
                  considered in a proceeding in equity or at law;

         6.1.14   neither the execution nor the delivery of this Deed nor the
                  consummation of any other of the transactions contemplated
                  herein nor the fulfilment of the terms of this Deed will
                  result in the breach of any term or provision of the
                  Memorandum and Articles of Association of the Originator or
                  conflict with, result in a breach, violation or acceleration
                  of or constitute a default under, the terms of any indenture
                  or other agreement or instrument to which the Originator or
                  any of its subsidiaries or other related companies is a party
                  or by which it is bound, or any statute, order or regulation
                  applicable to the Originator or any of its subsidiaries or
                  other related companies of any court, regulatory body,
                  administrative agency or governmental body having jurisdiction
                  over the Originator or any of its subsidiaries or other
                  related companies. Neither the Originator nor any of its
                  subsidiaries or other related companies is a party to, bound
                  by or in breach or violation of any indenture or other
                  agreement or instrument, or subject to or in violation of any
                  statute, order or regulation of any court, regulatory body,
                  administrative agency or governmental body having jurisdiction
                  over it, which materially and adversely affects, or to the
                  best knowledge of the Originator may in the future materially
                  and adversely affect:

                  (1)      the ability of the Originator to perform its
                           obligations under this Deed; or

                  (2)      the business, operations, financial condition,
                           properties or assets of the Originator;

         6.1.15   except as disclosed to and approved in writing by the Manager
                  prior to the execution of this Deed, there are no actions or
                  proceedings against, or investigations of, the Originator
                  pending, or, to the knowledge of the Originator threatened,
                  before any court, administrative agency or other tribunal:

                  (1)      asserting the invalidity of this Deed;

                  (2)      seeking to prevent the consummation of any of the
                           transactions contemplated by this Deed; or

                  (3)      which might materially and adversely affect the
                           performance by the Originator of its obligations
                           under, or the validity or enforceability of, this
                           Deed;

         6.1.16   the Originator is solvent in that no petition to wind it up
                  has been made nor has it currently committed any act of
                  insolvency;
<PAGE>
                                       34


         6.1.17   the Originator is not in breach of any of its obligations
                  under this Deed.

6.2      WARRANTIES TRUE AT SETTLEMENT DATE AND TRANSFER

         The Originator further warrants to the Manager and the Trustee that all
         warranties contained in clause 6.1 shall be true as at the date of
         settlement of the Approved Mortgage Loan or purchase of the Approved
         Mortgage and further that the warranties contained in sub-clauses
         6.1.12 - 6.1.17 (inclusive) are and will at all times during the term
         of this Deed remain true and correct.

6.3      CORRECTNESS OF APPLICATIONS AND SETTLEMENT STATEMENTS

         The Originator further warrants to the Manager and the Trustee that
         each Application and Settlement Statement delivered by the Originator
         in accordance with this Deed shall be complete and correct in all
         respects and that any person who certifies such Settlement Statement to
         be true and correct shall have the full authority to certify on behalf
         of the Originator and shall bind the Originator.

6.4      INDEMNITY

         6.4.1    The Originator shall indemnify and keep indemnified the
                  Trustee and the Manager from and against any loss or damage
                  which they or either of them may suffer or incur in respect of
                  any action, claim or demand made or brought in respect of or
                  otherwise arising from or in connection with any breach of any
                  of the warranties contained in any part of this clause 6.

         6.4.2    The Originator acknowledges to the Trustee and the Manager
                  that the Trustee and the Manager will be relying upon the
                  truth and correctness of all warranties contained in any part
                  of this clause 6 in relation to the Acceptance and/or the
                  purchase of Mortgages by the Trustee and otherwise in relation
                  to entering into and continuing to be bound by this Deed.

         6.4.3    Upon settlement to the Trustee's satisfaction of any claim
                  against the Originator under this indemnity the Trustee shall
                  at the request and cost of the Originator assign to the
                  Originator any right of action the Trustee may have against
                  any third party (including without limitation the relevant
                  Borrower and/or any Approved Solicitor or Approved Valuer) in
                  respect of the subject matter giving rise to that breach of
                  warranty and the Trustee shall use its best endeavours to
                  assist the Originator in relation to any claim or proceedings
                  which the Originator may make or intake in respect thereof
                  PROVIDED THAT the Originator shall indemnify the Trustee
                  against all costs it may incur in giving such assistance.

6.5      WARRANTIES TO CONTINUE

         The warranties given in this clause 6 shall continue in full force and
         effect notwithstanding and shall not merge on the acceptance and/or the
         purchase of any Mortgage by the Trustee


<PAGE>
                                       35


         and notwithstanding the termination of this Deed shall continue to bind
         the Originator in relation to any matter or event existing or occurring
         prior to such termination.

6.6      ORIGINATOR TO NOTIFY BREACH OF WARRANTY

         The Originator shall immediately upon discovery of any breach of any of
         the warranties contained in clause 6.1 in respect of any Trust Mortgage
         and without regard to any limitations set fort in such warranty
         concerning the knowledge of the Originator as to the facts stated
         herein, give written notice to the Manager and the Trustee as to the
         particulars of that breach.

6.7      ORIGINATOR TO CONFIRM WARRANTIES ON REQUEST

         Without limiting the obligations of the Originator under clause 6.6,
         the originator shall immediately upon request by the Manager and/or the
         Trustee furnish to the requesting party a written statement confirming
         that the warranties contained in clause 6.1 in respect of a particular
         Trust Mortgage have not been breached in any material way and/or giving
         full particulars of any breach that has come to the knowledge of the
         Originator and which it has not already notified to the Manager and/or
         the Trustee pursuant to clause 6.6

7.       ORIGINATOR TO BUY BACK MORTGAGES

7.1      REQUEST FOR BUY BACK

         In addition to any other right or remedy which the Manager or the
         Trustee may have in case any of the warranties contained in clause 6
         shall in the bona fide opinion of the Trustee (which shall be
         conclusive) be untrue or misleading, subject to clause 7.4, the
         Originator shall at the request of the Manager or the Trustee purchase
         from the Trustee the Mortgage or Mortgages to which any breach of
         warranty relates PROVIDED THAT the Originator will only be obliged to
         purchase such Mortgage or Mortgages in circumstances where the breach
         of warranty has in the bona fide opinion of the Trustee (which shall be
         conclusive) occurred as a result of some matter act or thing within the
         knowledge or control of the Originator or any of its officers or
         employees.

7.2      ORIGINATOR'S OBLIGATIONS

         The Originator shall within thirty (30) days of receipt of a request by
         the Manager or the Trustee pursuant to clause 7.1, pay to the Trustee:

         7.2.1    the amount which the Borrower under the relevant Mortgage
                  would be obliged to pay to the Trustee if the Borrower had
                  discharged his Mortgage on the date of such purchase by the
                  Originator including the amount of any Break Costs as provided
                  in the Mortgage; and

         7.2.2    the costs, fees and expenses of the Trustee and/or the Manager
                  relating to the Mortgage and the breach of warranty.
<PAGE>

                                       36


7.3      TRUSTEE AND MANAGER OBLIGATIONS

         Upon the Trustee receiving the payments referred to in clause 7.2:

         7.3.1    the Manager will direct the Trustee to hand to the Originator
                  the Documents of Title and a transfer of the Mortgage executed
                  by the Trustee in favour of the Originator; and

         7.3.2    the Trustee shall at the request and cost of the Originator
                  assign to the Originator any right of action the Trustee may
                  have against any third party (including without limitation the
                  relevant Borrower and/or any Approved Solicitor or Approved
                  Valuer) in respect of the subject matter giving rise to that
                  breach of warranty and the Trustee shall use its best
                  endeavours to assist the Originator in relation to any claim
                  or proceedings which the Originator may make or initiate in
                  respect thereof PROVIDED THAT the Originator shall indemnify
                  the Trustee against all costs it may incur in giving such
                  assistance.

7.4      LIMITATION ON BUY BACK

         The Originator shall only be required to purchase a Mortgage pursuant
         to clause 7.1 if the request to do so by the Manager or the Trustee
         occurs within 90 days after the actual Settlement Date of that Mortgage
         PROVIDED THAT nothing contained in this clause shall be construed as in
         any way limiting any right or entitlement that the Trustee or Manager
         may otherwise have in relation to a breach of warranty hereunder in
         relation to that Mortgage or any Collateral Securities in respect
         thereof (including, but without limiting the generality of the
         foregoing, pursuant to clauses 6.4 and 16).

8.       ORIGINATOR'S REMUNERATION

8.1      LIMITATION

         Save for its entitlement to the monthly fee referred to in clause 8.2
         the Originator shall not be entitled to receive and shall not seek any
         remuneration from either the Manager or the Trustee in respect of
         anything done by it pursuant to this Deed. The Originator acknowledges
         that it intends primarily to seek its remuneration from Borrowers by
         way of procuration fees. The Originator shall not charge procuration
         fees in excess of those allowed by law or, to the extent that there is
         no legal limit, in excess of those recommended from time to time or
         commonly and reasonably charged by those parties affected by the Credit
         (Administration) Act 1984 (New South Wales) or other relevant
         legislation application in any State or Territory other than New South
         Wales.

8.2      MONTHLY FEE

         The Manager shall instruct the Trustee to pay to the Originator a
         monthly fee by way of remuneration for the Originator's performance of
         its obligations under this Deed. That fee shall be:

<PAGE>
                                       37


         8.2.1    computed on the principal sum from time to time outstanding
                  under each Trust Mortgage introduced by the Originator from
                  the date of acceptance of that Trust Mortgage into the Fund
                  until, subject to the proviso below, the earliest of:

                  (1)      the Due Date for such Trust Mortgage;

                  (2)      if a default occurs under the Mortgage, the date of
                           the completion of the sale or foreclosure of the
                           Property in relation to such Trust Mortgage; or

                  (3)      the date upon which this Deed is terminated;

         8.2.2    calculated on a daily basis at the total of the Originator's
                  Rate and the Originator's Management Rate; and

         8.2.3    payable monthly in arrears and on such date as the Manager
                  shall determine from time to time,

         PROVIDED THAT if:

         (1)      part or all of the principal sum secured by a Trust Mortgage
                  is:

                  (A)      voluntarily repaid by the Borrower prior to the Due
                           Date and is not simultaneously readvanced by the
                           Trustee to the Borrower in respect of any substitute
                           Property:

                  (B)      repaid prior to the Due Date as a result of the
                           default of the Borrower;

                  (C)      paid to the Trustee by the Mortgage Insurer for the
                           Trust Mortgage; or

                  (D)      otherwise collected, received, or credited to the
                           Mortgagor's or Borrower's account, by the Trustee; or

         (2)      a claim on the Mortgage Insurer under the Mortgage Insurance
                  Policy for the Trust Mortgage in respect of part or all of the
                  principal sum secured by the Trust Mortgage is disallowed by
                  the Mortgage Insurer or the Mortgage Insurer fails to meet
                  such claim within thirty (30) days of the making of the claim,

         then the Originator's Entitlement of the monthly fee in respect of that
         part or all of the principal sum (as the case may be) for that Trust
         Mortgage shall cease with effect from the date of such repayment.

8.3      NO SET-OFF BY ORIGINATOR

         The Originator shall in no circumstances have any right of set-off
         against the Trustee or the Manager.
<PAGE>
                                       38


8.4      MANAGER OR TRUSTEE MAY REMEDY ORIGINATOR'S DEFAULT

         If the Originator is in default in the performance of any of its
         obligations under this Deed THEN without prejudice to any other rights
         or remedies of the Manager and/or the Trustee either the Manager or the
         Trustee may in its absolute discretion and without giving any prior
         notice to the Originator of its intention to do so remedy the default.
         The Originator hereby irrevocably authorises the Trustee to deduct all
         costs and expenses so incurred by the Manager and/or the Trustee from
         the Originator's entitlements under this Deed including without
         limitation those under clauses 5.1, 5.2 and 8.2 (collectively called
         "the Originator's Entitlements"). The Originator shall indemnify and
         keep indemnified the Manager and the Trustee against all such costs and
         expenses in the event that the Originator's Entitlements are at any
         material time insufficient to cover them.

8.5      MANAGER'S STATEMENT OF COSTS AND EXPENSES

         For the purposes of clause 8.4 the Manager's determination of the
         amount of costs and expenses incurred by it shall be final and binding
         on the Originator and a statement in writing signed on behalf of the
         Manager by a director, secretary or other authorised officer of such
         amount shall as against the Originator be conclusive and the Trustee
         shall not be concerned to enquire as to the correctness of same.

9.       STATUS OF ORIGINATOR

9.1      INDEPENDENT CONTRACTOR

         9.1.1    With the exception of the appointment of and delegations to
                  the Originator under this Deed, the Originator acknowledges
                  that in exercising its rights, powers and discretions and
                  performing its duties and obligations under or pursuant to
                  this Deed it is in all respects in relation thereto an
                  independent contractor and acts as a principal and shall not
                  directly or indirectly hold out or permit to be held out to
                  anyone any statement, act, deed, matter or thing indicating
                  that it is an agent, sub-agent, attorney, partner or employee
                  of the Manager or the Trustee. The Originator shall not
                  otherwise engage in conduct which may lead others to believe
                  that it is such an agent, sub-agent, attorney, partner or
                  employee. The Originator shall maintain adequate workers'
                  compensation or other equivalent insurance and shall comply
                  with all reasonable directions of the Manager and the Trustee
                  in that respect and shall otherwise comply with all relevant
                  legal requirements relating to the employment of persons. If
                  the Manager shall so require, the Originator shall cause the
                  Manager to be shown as an insured person on any workers'
                  compensation or other equivalent policy which the Originator
                  may be required by law to effect. The Originator shall
                  indemnify and keep indemnified the Manager and the Trustee
                  from and against any losses, damages, outgoings, costs,
                  charges or expenses suffered or incurred by either of them in
                  respect of any claim, action or demand made or brought against
                  the Manager and/or the Trustee by reason of or arising out of
                  the Originator being held in any court to be an agent,
                  sub-agent, attorney, partner or employee of the Manager and/or
                  the Trustee.
<PAGE>
                                       39


         9.1.2    To the extent of the appointment of an delegations to the
                  Originator under this Deed, neither the Manager nor the
                  Trustee shall be liable for any act or omission, fraud or
                  other misconduct of the Originator or persons appointed by the
                  Originator as employees or otherwise as contemplated by this
                  Deed and the Originator shall indemnify and keep indemnified
                  the Manager and the Trustee from and against any losses,
                  damages, outgoings, costs, charges or expenses suffered or
                  incurred by either of them in respect of any claim, action or
                  demand made or brought against the Manager and/or the Trustee
                  by reason of or arising out of any of the matters referred to
                  in this clause 9.1.2.

9.2      ORIGINATOR'S EMPLOYEES

         The Originator will employ such persons as may be necessary for it to
         carry out its obligations under this Deed. Those persons shall be
         employees of the Originator and neither the Manager nor the Trustee
         shall be liable for any act or omission by any employee, agent,
         solicitor or representative used by the Originator in connection with
         its business and including any business performed pursuant to this
         Deed. The Originator shall indemnify the Trustee and the Manager and
         keep them indemnified in respect of any loss, damage or injury the
         Trustee or the Manager may suffer as a result of any such act or
         omission.

9.3      ORIGINATOR HAS NO BENEFICIAL INTEREST IN FUND

         The Originator acknowledges and agrees that:

         9.3.1    it shall not at any time have any beneficial interest in any
                  property received by or vested in the Trustee as trustee of
                  the Fund and in particular shall have no beneficial interest
                  in any Approved Mortgage accepted into the Fund;

         9.3.2    except for the Originator's Entitlements (as defined in clause
                  8.4) and subject to the limitations thereon imposed by this
                  Deed and in particular by clauses 8.4 and 14 it shall not at
                  any time be entitled to any distribution of income or capital
                  in the Fund;

         9.3.3    without limiting the generality of clauses 9.3.1 and 9.3.2 the
                  Originator shall not (except in its capacity as Originator of
                  an Approved Mortgage) be entitled to:

                  (1)      in any way interfere with or question the exercise or
                           non-exercise by the Manager or the Trustee or any
                           delegate or agent of either of them of their
                           respective duties powers authorities and discretions
                           in relation to the Fund or otherwise under the Trust
                           Deed or this Deed nor bring any proceeding in any
                           court or otherwise or seek any remedies in respect of
                           any such matters except in the case of and to the
                           extent of any fraud, neglect or breach of duty by the
                           Manager or the Trustee or any such delegate or agent;
<PAGE>
                                       40


                  (2)      exercise any rights powers or privileges in respect
                           of any Approved Mortgage;

                  (3)      lodge or enter a caveat or like instrument claiming
                           an estate or interest in any land or real estate over
                           which an Approved Mortgage is held;

                  (4)      negotiate or communicate in any way with any
                           Mortgagor; or

                  (5)      call for the transfer of or passing of benefit in any
                           Approved Mortgage.

9.4      MANAGEMENT OF ORIGINATOR'S BUSINESS

         The Originator shall carry on its business, whether pursuant to this
         Deed or otherwise, in a proper and businesslike manner.

10.      ORIGINATOR TO OBSERVE PARAMETERS

10.1     STRICT ADHERENCE TO PARAMETERS

         The Originator shall strictly adhere to and be bound by the provisions
         of the Parameters.

10.2     INCONSISTENCY

         In the event of any inconsistency between the provisions of this Deed
         and the Parameters, then the provisions of the Parameters shall prevail
         to the extent of the inconsistency.

10.3     RECEIPT OF COPY OF PARAMETERS

         The Originator acknowledges that prior to signing this Deed, it
         received from the Manager a copy of the Parameters in force at the date
         of this Deed and that it has read and understood the extent of its
         obligations under the Parameters.

10.4     SUPPLY OF INFORMATION

         The Originator acknowledges and agrees with the Manager that it shall
         promptly furnish to the Originator or the Trustee all information
         specified in the Parameters at the times specified in the Parameters
         and all information concerning Approved Mortgages and the performance
         of its obligations in respect thereof as provided in this Deed and/or
         as may from time to time be requested by the Manager or the Trustee or
         either of them.

11.      FINANCIAL STATEMENTS AND RECORDS

11.1     REPORTS AND STATEMENTS

         The Originator shall furnish to the Manager:

         11.1.1   within 10 Banking Days of its receiving the same
                  copies of all adverse comments of independent
                  accountants (including, without limitation, any
                  external auditors), reports of competent authorities
                  and internal audit department comments


<PAGE>
                              41


                  (including without limitation all management letters
                  and internal control memos); and

         11.1.2   unless otherwise required by the Manager, within 4
                  months of the end of the Originator's financial year
                  audited financial statements in respect of that year
                  prepared in accordance with normal accounting
                  practice and audited by an independent registered
                  company auditor. Where the Manager has good cause to
                  believe that the necessary audit has not been or will
                  not be carried out in a satisfactory, proper and
                  competent manner the Manager shall have the right to
                  require the Originator at the Originator's cost to
                  appoint a further independent auditor nominated by
                  the Originator and approved by the Manager to carry
                  out that audit.

11.2     INSPECTION OF ORIGINATOR'S RECORDS

         The Originator shall permit any person authorised by the Manager or the
         Trustee at any reasonable time during regular business hours to examine
         and make audits of all Mortgage Records and the Manager is authorised
         to reproduce and take copies of those records.

11.3     DOCUMENTS TO REMAIN THE PROPERTY OF THE TRUSTEE

         All Mortgage Records shall be and remain the property of the Trustee.
         The Originator shall not acquire any vested or property rights with
         respect to the Mortgage Records and shall not have the right to
         possession of them except at the will of the Trustee and subject to the
         conditions stated in this clause. It is expressly agreed that the
         Mortgage Records in the possession of the Originator are retained in a
         custodial capacity only. The right to possession and the ownership of
         all Mortgage Records held by the Originator, prepared by the Originator
         or to come into the possession of the Originator by reason of this Deed
         or any other agreement shall immediately after sale to the Trustee of
         the Mortgage to which they relate vest in the Trustee and may be
         retained and maintained by the Originator only at the will of the
         Trustee. Upon written request by the Trustee, the Originator shall
         immediately deliver all Mortgage Records to the Trustee or its nominee.

11.4     EVIDENCE OF COMPLIANCE WITH LIQUIDITY REQUIREMENTS

         In addition to its other obligations pursuant to this clause the
         Originator shall upon request by the Manager or the Trustee immediately
         furnish to the Manager and the Trustee such evidence as either of them
         may reasonably require to establish that at all times during the term
         of this Deed the Originator is complying with this Deed and with all
         liquidity and other requirements specified in the Parameters and/or by
         the corresponding Mortgage Insurer.

12.      ASSIGNMENT BY ORIGINATOR

12.1     PRE-CONDITIONS FOR ASSIGNMENT

         The Originator shall not assign its rights under this Deed without
         prior written consent of the Manager PROVIDED THAT if the Originator
         requests the Manager in writing to agree


<PAGE>
                                       42


         to such assignment and the Originator is not in default in respect of
         any of its obligations under this Deed at the time of making that
         request, then subject to the Manager obtaining the consent of the
         Trustee to such assignment the Manager shall not unreasonably withhold
         its consent if the Originator has:

         12.1.1   proved that the proposed assignee is a respectable responsible
                  and solvent person or company of good financial standing and
                  that it carries on business as a financier and/or financial
                  intermediary and has experience at least equal to that of the
                  Originator in placing moneys on mortgages of real estate and
                  in the management of mortgages;

         12.1.2   given to the Manager at least two references as to the
                  financial circumstances of the proposed assignee and at least
                  two references as to the relevant business experience of the
                  proposed assignee;

         12.1.3   procured the approval by the corresponding Mortgage Insurer of
                  the proposed assignment;

         12.1.4   not done or omitted to do any act or thing which shall
                  constitute an unremedied breach of the Originator's
                  obligations contained in this Deed; and

         12.1.5   procured that such assignee will at its cost execute all
                  relevant documentation (including this Deed mutatis mutandis)
                  in accordance with the Parameters for the assignee to be
                  appointed as the new Originator and has provided such
                  additional Collateral Security and/or guarantees as may be
                  required by the Manager in his absolute discretion,

         PROVIDED ALWAYS that the Manager may withdraw any consent so given if:

         (1)      prior to the Assignment taking effect the Originator is in
                  default in respect of any of its obligations under this Deed;
                  and/or

         (2)      the proposed assignee does not comply with the provisions of
                  clause 12.1.5 within a reasonable time as determined by the
                  Manager,

         AND PROVIDED FURTHER that the covenants and agreements by such assignee
         contained in the documentation referred to in clause 12.1.5 shall be
         deemed supplementary to this Deed and shall not in any way release nor
         be deemed to release the Originator or the Originator's guarantors (if
         any) from its or their liability under this Deed and/or any guarantee
         executed pursuant to clause 19.

12.2     CHANGES IN CONTROL OF ORIGINATOR

         For the purpose of clause 12.1:

         12.2.1   a change in fifty-one (51) per cent (or such other percentage
                  as the Manager may in its absolute discretion determine shall
                  constitute a change in the effective control


<PAGE>
                                       43


                  of the Originator) of the shareholding of the Originator
                  existing at the date of this Deed (whether occurring at one
                  time or through a series or succession of transfers or issues
                  of shares); or

         12.2.2   a change in the effective management of the Originator as
                  existing at the date of this Deed; or

         12.2.3   the establishment by any means of any trust under which any
                  third party becomes a beneficial owner of any of the
                  Originator's rights under this Deed,

         shall be deemed to be an assignment by the Originator requiring consent
         by the Manager as provided in clause 12.1 and the determination of the
         Manager that any of these matters has occurred shall be conclusive.

12.3     ORIGINATOR TO ENTER DEED WITH NEW MANAGER OR TRUSTEE

         If the Manager retires or is removed by the Trustee from its position
         as manager of the Fund the Originator shall at the request of the
         Trustee enter into a new Deed with the New manager of the Fund
         appointed by the Trustee in terms identical with this Deed and
         thereupon the Manager shall have no further obligations to the
         Originator (but without prejudice to any rights or entitlements that
         may have accrued to the Manager against the Originator prior thereto).
         If the Trustee retires or is removed by the Manager from its position
         as trustee of the Fund, the Originator shall at the request of the
         Manager enter into a new Deed with any new trustee in terms identical
         with this Deed and thereupon the Trustee shall have no further
         obligations to the Originator (but without prejudice to any rights or
         entitlements that may have accrued to the Trustee against the
         Originator prior thereto).

13.      PROFESSIONAL AND FIDELITY INSURANCE

13.1     ORIGINATOR TO OBTAIN AND MAINTAIN PROFESSIONAL AND FIDELITY INSURANCE

         The Originator shall prior to execution of this Deed provide evidence
         to the Manager that the Originator has in force a policy of
         professional indemnity and fidelity insurance with an insurer, and on
         terms, acceptable to the Manager and each Mortgage Insurer in respect
         of the Originator's liabilities under this Deed. The Originator shall:

         13.1.1   keep such professional indemnity and fidelity insurance in
                  full force and effect during the currency of this Deed;

         13.1.2   not do or omit to do any thing by reason of which such
                  professional indemnity and fidelity insurance may become
                  liable to be vitiated or terminated; and

         13.1.3   pay every renewal premium and deliver to the Manager three (3)
                  days before each expiry date the receipt of the professional
                  indemnity and fidelity insurer for such renewal premium.
<PAGE>
                                       44


13.2     LAPSING OR TERMINATION OF FIDELITY INSURANCE

         The lapsing or termination of the professional indemnity and fidelity
         insurance referred to in clause 13.1 shall constitute default by the
         Originator under this Deed entitling the Manager to exercise its rights
         and remedies pursuant to clause 8.4 and, in particular, to pay any
         renewal premium required to reinstate such fidelity insurance.


14.      SET-OFF

         The Originator hereby irrevocably authorises the Trustee and/or the
         Manager from time to time and at any time without notice to the
         Originator to appropriate transfer and set-off the whole or any part of
         the Originator's Entitlements in or towards payment or satisfaction in
         whole or in part of its obligations to make any payments pursuant to
         this Deed in respect of which it is in default at the time this
         authority is exercised and the Originator acknowledges and agrees that:

         (1)      the Trustee and/or the Manager may act under this authority at
                  their option but shall be under no obligation to do so and
                  shall incur no liability whatever to the Originator arising
                  out of this authority or its exercise;

         (2)      the rights conferred upon the Trustee and the Manager by this
                  authority shall be in addition and without prejudice to any
                  rights that the Trustee or the Manager may otherwise have
                  against the Originator pursuant to this Deed or otherwise in
                  law or equity and shall not be merged in or prejudicially
                  affected by any security of any nature now or in future held
                  by the Trustee or Manager but all such rights and securities
                  shall continue notwithstanding any rule of law or equity to
                  the contrary and the rights hereby conferred shall be in
                  addition to and without prejudice to all other rights and
                  security.

15.      OBLIGATIONS OF MANAGER

         For so long as the Manager is prepared to consider accepting Approved
         Mortgages into the Fund from the Originator the obligations of the
         Manager under this Deed shall be:

15.1     ACCEPTANCE OF APPLICATIONS

         To endeavour to ensure that Mortgages the subject of Approved
         Applications are accepted into the Fund.

15.2     NOTIFICATION OF CHANGES - GENERAL

         To notify the Originator within ten (10) Banking Days:

         15.2.1   of any changes in the specified form of mortgage
                  documentation;

         15.2.2   of the appointment of any new Mortgage Insurer;
<PAGE>
                                       45


         15.2.3   of any changes to the Parameters; and

         15.2.4   of any change to the form or substance to the Schedules to
                  this Deed as contemplated by clause 1.3,

         and in the case of matters referred to in clauses 15.2.1, 15.2.3 and
         15.2.4 to provide the Originator with copies of any such changes.

15.3     NOTIFICATION OF APPROVED SOLICITORS AND APPROVED VALUERS

         To notify the Originator promptly of details of Approved Solicitors and
         Approved Valuers including all new appointments and removals from time
         to time.

15.4     NOTIFICATION OF INSTRUCTIONS FROM MORTGAGE INSURER

         To notify the Originator promptly of instructions received from any
         Mortgage Insurer in relation to a Trust Mortgage.

15.5     INDICATOR BULLETIN

         To provide to the Originator on a daily basis or as often as
         practicable an indicator bulletin giving details of the rates of
         interest applicable from time to time to various kinds of Approved
         Mortgage Loans with differing Due Dates.

16.      TERMINATION

16.1     IMMEDIATE TERMINATION BY MANAGER

         The Manager may terminate this Deed immediately if:

         16.1.1   a receiver or receiver and manager or liquidator or
                  provisional liquidator or trustee or inspector or official
                  manager or similar person is appointed to all or any part of
                  the Originator's undertaking:

         16.1.2   a petition for winding up or similar process of the Originator
                  is presented or an order is made or any effective resolution
                  is passed for the winding up of the Originator;

         16.1.3   proceedings are initiated with a view to obtaining an order
                  for the winding up or similar process of the Originator or any
                  shareholder or director either calls or threatens to call any
                  meeting for the purpose of considering or passing any
                  resolution for the winding up or similar process of the
                  Originator;

         16.1.4   any action is initiated by any competent authority with a view
                  to striking the name of the Originator off any register of
                  companies;

         16.1.5   any distress or execution is levied or enforced against any of
                  the assets or property of the Originator;
<PAGE>
                                       46


         16.1.6   the Originator is unable to pay its debts as they fall due or
                  is unable to certify that it is able to pay its debts as they
                  fall due, commences negotiations with any one or more of its
                  creditors with a view to the general re-adjustment or
                  re-scheduling of its indebtedness or enters or proposes to
                  enter into any arrangement or composition with its creditors;

         16.1.7   in the opinion of the Manager there is a material adverse
                  change in the financial condition of the Originator;

         16.1.8   a person is appointed to investigate all or any part of the
                  affairs of the Originator or any related corporation;

         16.1.9   the Originator ceases or threatens to cease business;

         16.1.10  in the opinion of the Manager there is an adverse event or any
                  circumstance which has arisen involving or in any way relating
                  to the Originator which is or may be detrimental to the
                  interests of the Fund and/or to the rights and entitlements of
                  the Investors;

         16.1.11  in the opinion of the Manager there is an adverse effect on
                  the Originator arising from a substantial change in ownership
                  or change in control of the Originator or any company of which
                  the Originator is a subsidiary;

         16.1.12  any event occurs which the Parameters provide as giving rise
                  to a right in the Manager to terminate this Deed;

         16.1.13  in the opinion of the Manager the Originator fails to remedy
                  promptly any irregularity default or non-compliance disclosed
                  or apparent in any of the reports statements or inspections
                  contemplated by either of clauses 11.1 and 11.2; or

         16.1.14  the Originator ceases to be an approved mortgage manager for
                  the purposes of any Mortgage Insurance Policy.

         Upon any such termination the rights and obligations of the parties
         shall be subject to the provisions of clauses 16.4 to 16.6 (both
         inclusive).

16.2     DEFAULT BY ORIGINATOR

         If the Originator shall be in default under this Deed the Manager may
         give to the Originator written notice specifying that default and
         requiring the Originator to remedy the default within five (5) Banking
         Days of the date of the notice (or such longer period as the Manager
         shall agree to in writing) and if the default is not remedied within
         that period this Deed shall be ipso facto terminated but such
         termination shall not affect the rights of the Manager or the Trustee
         against the Originator in respect of that default or of any other
         liability incurred by the Originator under this Deed on or before such
         termination.
<PAGE>
                                       47


16.3     ORIGINATOR'S PERFORMANCE

         16.3.1   In addition to any other right of termination the Manager may
                  have whether pursuant to this Deed, the general law or
                  otherwise the Manager may terminate this Deed by giving thirty
                  (30) days notice in writing to the Originator at any time if:

                  (1)      at the end of the first year of the currency of this
                           Deed the portfolio of Trust Mortgages introduced by
                           the Originator does not have an aggregate principal
                           sum outstanding of at least the amount specified in
                           Item 2 of Schedule 1; or

                  (2)      the portfolio of Mortgages introduced by the
                           Originator and accepted into the Fund is not, in the
                           opinion of the Manager (which opinion shall be
                           conclusive) performing satisfactorily.

         16.3.2   If either or both the events referred to in clause 16.3.1
                  occur the Manager may (in its absolute discretion) at any time
                  thereafter, and without prejudice at any time to the exercise
                  of its rights under clause 16.3.1, by notice in writing to the
                  Originator specify that it will not thereafter accept
                  Applications from the Originator to make any Approved Mortgage
                  Loans or to purchase any Approved Mortgage Loans, in which
                  case, until otherwise determined by the Manager, the
                  Originator shall immediately thereafter cease to make such
                  Applications to the Manager and the Mortgage Insurer and
                  Applications to Fund and the Manager shall be thereafter
                  released from its obligations under clause 15.

16.4     ORIGINATOR'S OBLIGATIONS TO SURVIVE

         Notwithstanding the termination of this Deed:

         16.4.1   the obligations of the Originator to the Manager and the
                  Trustee in respect of any liability on the part of the
                  Originator arising prior to that termination shall continue;
                  and

         16.4.2   the Originator shall in addition to all of its obligations at
                  law and in equity remain liable to the Manager and the Trustee
                  to carry out its obligations under clauses 3.1 and 7 or any
                  other obligation of the Originator under this Deed.

16.5     ORIGINATOR TO DELIVER BOOKS

         16.5.1   Upon termination of this Deed for any reason whatever the
                  Originator shall at its own expense immediately deliver and/or
                  transfer to the Trustee or its nominee all Mortgage Records
                  and if the Originator does not deliver the Mortgage Records to
                  the Trustee or its nominee within 2 Banking Days after the
                  date of termination of this Deed then it shall be lawful for
                  the Trustee or its nominee by their authorised officers to
                  enter the premises of the Originator at which the Mortgage
                  Records are kept and to take possession of the Mortgage
                  Records and



<PAGE>
                                       48


                  production of this Deed shall constitute sufficient authority
                  for the Trustee or its nominee to do so.

         16.5.2   The Originator hereby irrevocably appoints the Trustee or its
                  nominee its attorney for the purpose of signing all documents
                  and papers and doing all acts and things on behalf of and in
                  the name of the Originator which may be necessary in order to
                  give full effect to the provisions of clause 16.5.1 including
                  (but without limitation) the obtaining of any of the books
                  which the Originator may have lodged with any third person and
                  to effect the transfer into the name of the Trustee or its
                  nominee of any account which the Originator has not
                  transferred in accordance with clause 16.5.1 AND the
                  Originator hereby agrees to ratify and confirm all and
                  whatever such attorney shall do or cause to be done in
                  pursuance of this power of attorney.

16.6     ORIGINATOR'S ENTITLEMENT TO MONTHLY FEE

         Notwithstanding the termination of this Deed for any reason whatever
         the Originator shall retain its entitlement to the monthly fee in
         accordance with clause 8.2 calculated on a pro rata daily basis up to
         the date on which this Deed is deemed to have been terminated (at which
         point its entitlement to such fee shall cease) and the calculation of
         the monthly fee shall be made at such time as it would have occurred in
         the usual course if this Deed had not been terminated PROVIDED THAT the
         payment shall:

         16.6.1   be reduced by any indebtedness and/or liability which the
                  Trustee considers has arisen or may arise and for which the
                  Originator is and/or may be liable under the provisions of
                  this Deed;

         16.6.2   become due and payable only when the Manager considers that
                  the Originator has satisfied all of its obligations imposed by
                  this clause 16.

17.      GENERAL PROVISIONS

17.1     GOVERNING LAW

         This Deed shall be governed by and construed in accordance with the
         laws of the State of New South Wales and the parties irrevocably and
         unconditionally submit to the non-exclusive jurisdiction of the courts
         of that State.

17.2     STRICT COMPLIANCE

         Any failure or omission by the Manager at any time to enforce or
         require strict or timely compliance with any provision of this Deed
         shall not affect or impair that provision in any way or the rights of
         the Manager to avail itself of remedies it may have in respect of any
         breach of any such provision.
<PAGE>
                                       49


17.3     NOTICES

         All Applications, Offers, Acceptances, notices, demands, approvals,
         consents or other communications (collectively called a "NOTICE") under
         this Deed shall be in writing and shall be delivered personally or
         given by prepaid registered post, facsimile or telex to a party or to
         the Trustee at the address facsimile number or telex number of the
         party or the Trustee specified in this clause or at such other address
         facsimile number or telex number as the party may from time to time
         notify the other party in writing. A notice shall be deemed served:

         17.3.1   if posted, two (2) Banking Days after posting;

         17.3.2   if sent by telex, upon receipt by the sender of the
                  recipient's answerback; and

         17.3.3   if sent by facsimile, upon production of a transmission report
                  by the machine from which the facsimile was sent which
                  indicates that the facsimile was sent in its entirety to the
                  facsimile number of the recipient.

         A notice served on a day which is not a Banking Day shall be deemed
         served on the next following Banking Day. A notice may be given by a
         director, secretary or authorised officer of the party giving it. For
         the purposes of this clause:

         THE MANAGER:
         Address:                       Level 4
                                        10 Bond Street, Sydney
                                        New South Wales,  2000

         Telex:                         122245

         Fax:                           (02) 9237 4966

         Attention:                     The Manager: PUMA Programme

         THE ORIGINATOR:                As specified in Schedule 1.

         THE TRUSTEE:
         Address:                       39 Hunter Street, Sydney,
                                        New South Wales, 2000

         Telex:                         AA24781

         Fax:                           (02) 9223 7688

         Attention:                     Manager - Mortgage Securitisation

         The parties may from time to time agree upon other means of
         transmitting notices under this Deed and in that event they will
         enter into a supplementary agreement as to relevant procedures before
         implementing the use of such other means.
<PAGE>
                                     50


17.4     CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS

         17.4.1   The parties acknowledge and agree that all of the terms of the
                  Trust Deed, this Deed, the Parameters and all procedures to be
                  implemented pursuant to the provisions of the Trust Deed, this
                  Deed and the Parameters shall be strictly confidential between
                  the parties and they mutually covenant and agree that save as
                  provided in clause 17.4.2 they will not disclose any of the
                  same to any other person.

         17.4.2   No public announcement or communication relating to
                  negotiations of the parties or the subject matter or the terms
                  of this Deed or relating to the Trustee shall be made or
                  authorised by or on behalf of the Originator without the prior
                  written approval of the Trustee and/or the Manager.

         17.4.3   The Originator acknowledges that it has had an opportunity of
                  inspecting a copy of the Trust Deed at the Manager's premises
                  and further acknowledges that as a result thereof it is
                  satisfied that it fully understands and comprehends it
                  obligations arising from the Trust Deed and the references to
                  it herein.

17.5     NON MERGER

         Except where expressly stated in this Deed, none of the rights of the
         Trustee or obligations of the Originator under this Deed shall merge or
         be extinguished upon the discharge variation or renewal of any Trust
         Mortgage in accordance with its terms or upon the termination of this
         Deed.

17.6     WAIVERS, REMEDIES CUMULATIVE

         Save as provided in this Deed, no failure to exercise and no delay in
         exercising on the part of either party any right, power or privilege
         under this Deed shall operate as a waiver, nor shall any single or
         partial exercise of any right, power or privilege preclude any other or
         further exercise of such right, power or privilege, or the exercise of
         any other right, power or privilege.

17.7     STAMP DUTY

         The Originator shall pay out of its own funds all stamp duty (including
         any penalties) payable in respect of this Deed.

17.8     OTHER MORTGAGE ORIGINATION DEEDS

         The Originator acknowledges and agrees that in relation to the Fund the
         Manager may enter into one or more Mortgage Origination Deeds with
         other persons for the purposes of procuring the Trustee to purchase or
         advance moneys on the security of Approved Mortgages and the delegation
         by the Manager of the management of Approved Mortgages.
<PAGE>
                                       51


17.9     DATE FOR PERFORMANCE

         Where the date for performance by the Originator of any of its
         obligations under this Deed falls on a Saturday, Sunday or public
         holiday that date shall be extended to the next Banking Day.

17.10    TIME OF THE ESSENCE

         Time shall be of the essence of the performance of the Originator's
         obligations under this Deed.

17.11    SEVERABILITY

         If any provision of this Deed is prohibited or unenforceable in any
         jurisdiction such provision shall, as to such jurisdiction, be
         ineffective to the extent of such prohibition or unenforceability
         without invalidating the remaining provisions of this Deed or affecting
         the validity or enforceability of such provision in any other
         jurisdiction.

17.12    GENERAL INDEMNITY

         Without limiting any other indemnity given by the Originator in this
         Deed the Originator hereby indemnifies and agrees to keep indemnified
         the Manager and the Trustee in respect of all claims losses (whether
         consequential or otherwise) damages demands and expenses which they or
         either of them may suffer or incur as a result of any breach
         non-performance or non-observance by the Originator of any of its
         obligations under this Deed.

17.13    COUNTERPARTS

         This Deed may be executed in any number of counterparts and all of such
         counterparts taken together shall be deemed to constitute one and the
         same instrument.

18.      TRUSTEE'S COVENANT

18.1     THIS CLAUSE TO PREVAIL

         All provisions of this Deed shall have effect and be applied subject to
         clause 18.3.

18.2     DEFINITIONS FOR THE PURPOSES OF THIS CLAUSE

         For the purposes of clause 18.3:

         (a)      "ASSETS" includes all assets, property and rights real or
                  personal of any nature whatsoever; and

                  "OBLIGATIONS" means all obligations and liabilities of
                  whatsoever kind undertaken or incurred by or devolving upon
                  the Trustee under or in respect of this Deed or any Deed,
                  Agreement or other instrument collateral herewith or given
                  or entered into pursuant hereto; and
<PAGE>
                                       52


         (b)      a reference to an action, failure to act, misconduct or breach
                  by the Trustee includes a reference to any action, failure to
                  act, misconduct or breach by any officer or employee of the
                  Trustee.

18.3     LIMITATION ON LIABILITY

         The Trustee enters this Deed only as trustee of the Fund and,
         notwithstanding anything herein contained, the other parties hereto
         acknowledge and declare that the Obligations are undertaken or incurred
         by the Trustee severally in its capacity as trustee of the Fund and,
         accordingly, except for the Trustee's liability resulting from the
         Trustee's own negligent action, its own negligent failure to act, its
         own wilful misconduct in performing its obligations under this Deed or
         its own breach of the Trust Deed, the recourse of the other parties
         hereto against the Trustee in respect of any Obligation is limited
         severally to the Trustee's right of indemnity out of the Assets of the
         Fund.

18.4     TRUSTEE'S PERFORMANCE

         The Trustee agrees to act insofar as its obligations under the Trust
         Deed and generally as trustee of the Fund permit to facilitate the
         performance of this Deed by the Manager.

19.      GUARANTEE AND INDEMNITY

         If so required by the Manager and/or the Trustee the Originator shall
         procure a guarantee of its obligations under this Deed from such
         persons and in such form as required by either or both the Manager and
         the Trustee.


<PAGE>
                                       53




 EXECUTED as a deed.

THE COMMON SEAL of                           )
PERPETUAL           TRUSTEES                 )
AUSTRALIA LIMITED, ACN 000 431               )
827, was affixed in accordance with its      )
Articles of Association in the presence of:: )




<TABLE>
<CAPTION>
<S>                                                        <C>
..................................................           .................................................
(Signature of Secretary/Director)                           (Signature of director)

..................................................           .................................................
(Name of Secretary/Director in Full)                        (Name of director in Full)


</TABLE>

THE COMMON SEAL of                         )
MACQUARIE           SECURITISATOIN         )
LIMITED, ACN 003 297 336, was              )
affixed in accordance with its Articles of )
Association in the presence of::           )



<TABLE>
<CAPTION>
<S>                                                         <C>
..................................................           .................................................
(Signature of Secretary/Director)                           (Signature of director)

..................................................           .................................................
(Name of Secretary/Director in Full)                        (Name of director in Full)

</TABLE>

<PAGE>
                                       54


THE COMMON SEAL of                                      )
                                    ,                   )
ACN         , was affixed in accordance with            )
its Articles of Association in the presence of::        )
                                                        )


<TABLE>
<CAPTION>
<S>                                                            <C>

..................................................
(Signature of Secretary/Director)                           .................................................
                                                            (Signature of director)
..................................................
(Name of Secretary/Director in Full)                        .................................................
                                                            (Name of director in Full)

</TABLE>

                                   SCHEDULE 1





ITEM 1               ORIGINATOR

               NAME:

               AUSTRALIAN COMPANY NUMBER:

               ADDRESS:

               FACSIMILE NO:



ITEM 2          MINIMUM PRINCIPAL AMOUNT OF TRUST MORTGAGES BY END OF
FIRST YEAR

               TEN MILLION DOLLARS ($10,000,000)


<PAGE>
                                       55


                                   SCHEDULE 6



                           P&I APPROVAL - SCHEDULE 6
--------------------------------------------------------------------------------
TO:

Application No:                   Date:                 Originator Loan No:

Lender:      PERPETUAL TRUSTEES AUSTRALIA LIMITED, 1 CASTLEREAGH ST, SYDNEY NSW

-------------------------------------------------------------------------------
We refer to your Application for an Approved Mortgage Loan dated 18/07/2001 and
in accordance with the terms and conditions of the Mortgage Origination Deed
between the Manager and you, we hereby make the following Offer to accept the
Application into the PUMA Fund, subject to any special conditions indicated
below, subject always to the Approved Mortgage Loan conforming with the
provisions of the Parameters and the terms and conditions set out in the
Mortgage Origination Deed and to your compliance with all other requirements of
the Mortgage Origination Deed for the settlement of an Approved Application.



BORROWER(S): 1.                     2.










ADDRESS:

PURPOSE:

SECURITY:   1.
               Valuer:             Valuation Date:       Valuation Expiry Date:



GUARANTOR(S):


LOAN DETAILS:

  Account Number:

  Limit:                    LVR:        Contract Matdate:


  Amount

  Discount:

  Effective Rate:

  Elected Term:

  Fixed Period

  I/O Period:

  Discount Expiry Date:

  Payment Holiday Expiry Date:



MORTGAGE INSURANCE:
  Insurer:                  Mortgage Premium: $              MSL Premium:  $
                            Amendment Fee (payable by Borrower):           $0.00
  Borrower Premium: $0.00

  Total Payable:    $
   (Net RITC):




                                  Page 1 of 2

<PAGE>
                                       56



                           P&I APPROVAL - SCHEDULE 6


-------------------------------------------------------------------------------
TO:

Application No:               Date:                Originator Loan No:

Lender:
-------------------------------------------------------------------------------



ALL MORTGAGE INSURANCE CONDITIONS TO BE SATISFIED
SPECIAL CONDITIONS:










Please refer to the Annexure for rate and settlement details which are part of
this offer in accordance with the Parameters and the terms and conditions of the
Mortgage Origination Deed. If you wish to accept this Offer would you kindly
sign and return by facsimilie transmission this offer by the close out time
herein. If you have requested a rate and a settlement date (or indicated a
floating rate in the application) please also sign the attached Annexure and
return by facsimilie transmission within the nominated close out time herein. If
you have not requested a rate and a settlement date, the Manager undertakes to
quote a rate for all Accepted Mortgage Loans upon request from the Originator at
least five (5) business days prior to the settlement date. This offer lapses if
a rate is not requested 30 days after acceptance of this offer.


Offer Date:                 Close Out Date:

Authorised MSL Signatory:   Authorised MSL Signatory:

The Originator hereby accepts the Offer on the terms and condition set out
herein. The Originator warrents that there are no material changes to the
Original Application dated the 18/07/2001 which would preclude acceptance of the
Mortgage into the PUMA Fund.

For and on behalf of the Originator:            Dated:



                                  Page 2 of 2
<PAGE>
                                       57

                                   SCHEDULE 8


P&I SETTLEMENT STATEMENT - SCHEDULE 8 - DATED

TO: MACQUARIE SECURITISATION LTD, LEVEL 22, 20 BOND STREET, SYDNEY NSW 2000

We advise the following details of an Approved Mortgage Loan for funding for
purchase to the Mortgage Origination Deed between Macquarie Securitisation Ltd
and Mortgage House of Australia Pty Ltd

Lender: PERPETUAL TRUSTEES AUSTRALIA LIMITED, 1 CASTLEREAGH ST, SYDNEY NSW

Application No:

Originator Loan No:

The Originator certifies that there have been no changes or amendments to loan
details as describe in the Schedule 6 Loan Approval, offer date

Borrower(s):




Guarantor(s):

Loan Amount:  $

Security:     1.
                Valuer:        Valuation Date:        Valuation Expiry Date:


Builder Details:

Mortgage Insurer(s):  1.



Solicitors/Conveyancers name below will be providing a Solicitor's Certificate
as to Title to the Trustee and the security documents for their review and
custody following the funding of the Approved Mortgage Loan.

Firm:                  Address:

The Originator hereby certifies that the above details are true and correct and
any special conditions of the Mortgage Insurer, the Originator and the Manager
have been complied with and that subject to the receipt by the Manager of a
satifactory Solicitor's Certificate as to Title the Approved Mortgage/Approved
Mortgage Loan is in order to settle.


Authorised Signatory ............................
Mortgage House of Australia Pty Ltd      Dated:

-----------------------------------------------------------------------------
TO: PERPETUAL TRUSTEES AUSTRALIA LIMITED, 1 CASTLEREAGH ST, SYDNEY NSW

We advise the above details of an Approved Mortgage Loan/Approved Mortgage being
made pursuant to the Trust Deed dated 13/07/1990 which established the PUMA
Fund.

Macquarie Securitisation Ltd hereby certifies that, subject to the receipt of a
Solicitors's Certificate from the above mentioned Solicitor and your
satisfaction therewith, the above mortgage loan is an Authorised Investment
being a loan secured by an Approved Mortgage which satisfied the criteria for an
Approved Mortgage Loan. We also warrant that the additional terms and conditions
imposed by the Mortgage Insurer have been complied with. Please acknowledge that
Macquarie Bank Limited is the beneficial owner of the above mentioned Mortgage
Facility.

<TABLE>
<CAPTION>
<S>                                          <C>
Authorised Signatory  .....................  Authorised Signatory  .................
Macquarie Securitisation Ltd      Dated:      Macquarie Securitisation Ltd      Dated:
</TABLE>

The Trustee confirms this Approved Mortgage Loan/Approved Mortgage is in order
to settle.

Authorised Signatory  .....................
Perpetual Trustee Australia Limited          Dated: