<PAGE>

                                    SCHEDULE

                                     TO THE

                              ISDA MASTER AGREEMENT

                         DATED AS OF                  2003

                                     Between

                          BARCLAYS BANK PLC ("PARTY A")

                                       AND

  PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 47 004 027 258) IN ITS CAPACITY AS
      TRUSTEE OF THE INTERSTAR MILLENNIUM SERIES 2003-1G TRUST ("PARTY B")

                                       AND

     INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ACN 100 346 898) (THE
                                "TRUST MANAGER")


                                     PART 1


                             TERMINATION PROVISIONS

(a)      "SPECIFIED ENTITY" is not applicable in relation to Party A or Party B.

(b)      "SPECIFIED TRANSACTION" is not applicable.

(c)      (i)      (A)      Sections 5(a)(ii), (iii), (iv), (v), (vi), 5(b)(ii),
                           (iii) and (iv) will not apply to Party B.

                  (B)     Sections 5(a)(ii), (iii), (iv), (v), (vi), 5(b)(ii),
                          (iii) and (iv) will not apply to Party A.

         (ii)     Replace Section 5(a)(i) with:

                  "(i) FAILURE TO PAY OR DELIVER. Failure by the party to make
                  when due any payment under this Agreement or delivery under
                  Section 2(a)(i) or 2(e) required to be made by it if such
                  failure is not remedied at or before 10:00am on the tenth
                  Local Business Day after the due date, except that:

                           (A) no Event of Default shall result from Party B's
                           failure to pay an amount due under this Agreement
                           where Party B has sufficient funds with its bankers
                           (as certified by the Trust Manager on behalf of Party
                           B in a written notice to Party A immediately upon the
                           Trust Manager becoming aware of Party B's inability
                           to pay such due amount) with which the bank accounts
                           of the Trust are held and has given instructions to
                           those bankers to make that payment, and that payment
                           would have been made but for temporary technical or
                           administrative difficulties outside the control of
                           Party B (as certified by the Trust Manager on behalf
                           of Party B in a

--------------------------------------------------------------------------------
                                                                          Page 1

<PAGE>

                           written notice to Party A within 10 Local Business
                           Days after the due date or immediately thereafter);
                           and

                           (B) in the event that sub-paragraph (A) applies,
                           Party A has no obligation to make a corresponding
                           payment under this Agreement until such time as it
                           actually receives funds from Party B;".

(d)      Section 5(a)(vii) "BANKRUPTCY" is replaced with the following:

         "An Insolvency Event has occurred in respect of Party A or Party B."
         However, the occurrence of an Insolvency Event in respect of Party B in
         its personal capacity will not constitute an Event of Default provided
         that within thirty Business Days of that occurrence, Party B and the
         Trust Manager are able to procure the novation of this Agreement and
         all Transactions to a third party (who is notified to Party A) in
         respect of which the Designated Rating Agencies confirm that the
         novation will not cause a reduction or withdrawal of the rating of any
         Notes.

(e)      Section 5(b)(i) "ILLEGALITY" is amended by adding the following
         paragraph at the end:

         "This sub paragraph (i) does not apply to the imposition by the
         Australian government or any agency of the Australian government of any
         exchange control restrictions or prohibitions ("EXCHANGE CONTROLS").
         For the avoidance of doubt:

         (A)      exchange controls do not constitute an Illegality or Event of
                  Default or Termination Event under this Agreement, and do not
                  entitle a party to terminate a Transaction or otherwise refuse
                  to make any payments it is obliged to make under a
                  Transaction; and

         (B)      to the extent permitted by law, delivery by Party B of
                  Australian dollar amounts required to be paid by it under any
                  relevant Confirmation to the bank account specified in that
                  Confirmation will constitute proper payment of those amounts
                  by Party B and Party A's obligations under this Agreement will
                  be unaffected by any such exchange controls."

(f)      For the purpose of Section 5(b)(v), "ADDITIONAL TERMINATION EVENT"
         means each of the following:

         (i)      Party B or a Paying Agent becomes obliged to make a
                  withholding or deduction for or on account of Tax in respect
                  of any Notes or any payment to Party A under any Transaction
                  or an Obligor becomes obliged to make a withholding or
                  deduction for or on account of Tax in respect of any payout
                  under a Purchased Loan and the Notes are redeemed as a result
                  in accordance with clause 6.6(d) of the Series Notice (in
                  which case Party A is the Affected Party only for the purpose
                  of termination) (but for the purposes of Section 6(e)(ii)(1),
                  Party A will be the Non-defaulting Party);

         (ii)     Party A fails to comply with the requirements of Section 18
                  (in which case Party A is the Affected Party); and

--------------------------------------------------------------------------------
                                                                          Page 2

<PAGE>

         (iii)    an Event of Default (as defined in the Security Trust Deed)
                  occurs and the Security Trustee enforces the security under
                  the Security Trust Deed (in which case Party B is the Affected
                  Party (unless the Event of Default results from a failure by
                  Party A to fulfil its obligations under this Agreement, in
                  which case Party A is the Affected Party)).

(g)      The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a):

         will not apply to Party A.
         will not apply to Party B.

(h)      Section 6(a) is amended by replacing "20 days" in line 3 with "10 Local
         Business Days".

(i)      Add a new Section 6(aa) after Section 6(a):

                           "(aa)    RESTRICTED TERMINATION RIGHTS

                                    (i)      TERMINATION BY PARTY B: Subject to
                                             Part 5(s) of this Schedule, Party B
                                             must not designate an Early
                                             Termination Date without the prior
                                             written consent of the Note
                                             Trustee.

                                    (ii)     NOTIFICATION: Each Party may only
                                             designate an Early Termination Date
                                             following written notification to
                                             the other Party as to the timing of
                                             the Early Termination Date (which
                                             must be a date not earlier than 2
                                             Local Business Days after the
                                             delivery of such notification) and,
                                             in the case of Party B, after
                                             consultation with the Note Trustee.

                                    (iii)    TRANSFER WHERE PARTY B DOES NOT
                                             GROSS-UP: If any payment by Party B
                                             to Party A under this Agreement is,
                                             or is likely to be, made subject to
                                             any deduction or withholding on
                                             account of Tax, Party B will
                                             endeavor to procure the
                                             substitution as principal obligor
                                             under this Agreement in respect of
                                             each affected Transaction of a
                                             Party B incorporated in another
                                             jurisdiction approved by Party A
                                             and the Note Trustee and in respect
                                             of which the Designated Rating
                                             Agencies confirm that the
                                             substitution will not cause a
                                             reduction or withdrawal of the
                                             rating of any Notes."

(j)      In Section 6(b)(ii), add the words "or to any other person" after the
         word "Affiliates" in the second last line of the first paragraph and
         add the words "so long as the transfer in respect of that Transaction
         would not lead to a


--------------------------------------------------------------------------------
                                                                          Page 3


<PAGE>

         downgrade or withdrawal of the rating of any Notes" after the words
         "ceases to exist" at the end of the first paragraph.

(k)      PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
         Agreement:

         (i)      Market Quotation will apply; and
         (ii)     the Second Method will apply.

(l)      In Section 6(e), delete the sentence at the end of the first paragraph:
         "The amount, if any, payable in respect of an Early Termination Date
         and determined pursuant to this Section will be subject to any
         Set-off."

(m)      "TERMINATION CURRENCY" means United States Dollars.

(n)      (i)      Replace paragraph (a) of Section 7 with the following:

                  "(a) (i) (subject to sub-paragraph (ii)) Party A may make such
                  a transfer, without the prior consent of any Designated Rating
                  Agency or the other parties, pursuant to a consolidation,
                  amalgamation with, or merger with or into, or transfer of all
                  or substantially all of its assets to, or reorganisation,
                  incorporation, reincorporation or reconstitution into or as
                  another entity (but without prejudice to any other right or
                  remedy under this Agreement); and

                           (ii) the transfer referred to in sub-paragraph (i)
                  may only be made where the transferee of all of Party A's
                  interest or obligation in or under this Agreement has a long
                  term credit rating of at least AA - and a short term credit
                  rating of A-1+ from S&P and a long term credit rating of at
                  least A2 and a short term credit rating of P-1 from Moody's;
                  and"

         (ii)     Add a new paragraph to Section 7, immediately below paragraph
                  (b):

                  "(c) in the event that a trustee is appointed as a successor
                  to Party B under the Master Trust Deed and the Series Notices
                  (the "SUCCESSOR TRUSTEE"), Party A undertakes that it shall
                  (unless, at the time the Successor Trustee is so appointed,
                  Party A is entitled to terminate the Transaction under Section
                  6, in which case it may) execute a novation agreement novating
                  to the Successor Trustee the Transaction on the same terms or
                  on other terms to be agreed between Party A, Party B and the
                  Successor Trustee, and give written notice to each Designated
                  Rating Agency of such novation."




--------------------------------------------------------------------------------
                                                                          Page 4



<PAGE>


                                     PART 2

                               TAX REPRESENTATIONS


(a)      PAYER TAX REPRESENTATIONS

         For the purpose of Section 3(e), each of Party A and Party B makes the
         following representation:

         It is not required by any current applicable law, as modified by the
         practice of any relevant governmental revenue authority, of any
         Relevant Jurisdiction to make any deduction or withholding for or on
         account of any Tax from any payment (other than interest under Section
         2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this
         Agreement. In making this representation, it may rely on:

         (i)      the satisfaction of the agreement contained in Section 4(a)(i)
                  or 4(a)(iii) and the accuracy and effectiveness of any
                  document provided by the other party pursuant to Section
                  4(a)(i) or 4(a)(iii); and

         (ii)     the satisfaction of the agreement of the other party contained
                  in Section 4(d),

         provided that it shall not be a breach of this representation where
         reliance is placed on paragraph (i) and the other party does not
         deliver a form or document under Section 4(a)(iii) by reason of
         material prejudice to its legal or commercial position.

(b)      PAYEE TAX REPRESENTATIONS

         For the purpose of Section 3(f), Party B makes the following
         representation:

         It is an Australian resident and does not derive the payments under
         this Agreement in part or in whole in carrying on business in a country
         outside Australia at or through a permanent establishment of itself in
         that country.

         For the purpose of Section 3(f), Party A makes the following
         representation/s:

         [*BARCLAYS TO INSERT APPROPRIATE REPRESENTATIONS FOR EACH OFFICE (AS
         PER MULTIBRANCH PARTY DESIGNATION)]


                                     PART 3

                            DOCUMENTS TO BE DELIVERED

For the purposes of Section 4(a)(i) and (ii) each party agrees to deliver the
following documents as applicable:

(a)      Tax forms, documents or certificates to be delivered are:

--------------------------------------------------------------------------------
                                                                          Page 5

<PAGE>

<TABLE>
<CAPTION>
------------------------ ------------------------------- -------------------------------------------
PARTY REQUIRED TO        DOCUMENT                        DATE BY WHICH TO BE DELIVERED
DELIVER
------------------------ ------------------------------- -------------------------------------------
<S>                      <C>                             <C>
Party A and              Any document or certificate     (i)  On the execution of this Agreement;
Party B.                 reasonably required or               and
                         reasonably requested by a
                         party in connection with its    (ii) subsequently, upon demand.
                         obligations to make a payment
                         under this Agreement which
                         would enable that party to
                         make the payment free from
                         any deduction or withholding
                         for or on account of Tax or
                         as would reduce the rate at
                         which deduction or
                         withholding for or on account
                         of Tax is applied to that
                         payment.
------------------------ ------------------------------- -------------------------------------------

(b)      Other documents to be delivered are:

------------------------ ------------------------------- ------------------------ ------------------
PARTY REQUIRED TO        DOCUMENT                        DATE BY WHICH TO BE      COVERED BY
DELIVER                                                  DELIVERED                SECTION 3(d)
                                                                                  REPRESENTATIONS
------------------------ ------------------------------- ------------------------ ------------------
Party A, Party B and     A copy of the power of          On execution and         Yes.
the Trust Manager.       attorney authorising            delivery of this
                         execution by the attorney of    Agreement.
                         this Agreement.
------------------------ ------------------------------- ------------------------ ------------------
Party A, Party B and     A list of authorised            On execution of any      Yes.
the Trust Manager.       signatories for the party and   relevant Confirmation.
                         evidence satisfactory in form
                         and substance to the other
                         parties of the authority of
                         the authorised signatories of
                         the party to execute each
                         Confirmation on behalf of
                         that party.
------------------------ ------------------------------- ------------------------ ------------------

--------------------------------------------------------------------------------
                                                                          Page 6

<PAGE>

------------------------ ------------------------------- ------------------------ ------------------
Trust Manager.           A copy of the Master Trust      On execution and         No.
                         Deed, the Series Notice, the    delivery of this
                         Security Trust Deed, the Note   Agreement or in the
                         Trust Deed, the Notice of       case of a document not
                         Creation of Trust and the       executed as at the
                         Agency Agreement.               date of this
                                                         Agreement, upon
                                                         execution of that
                                                         document.
------------------------ ------------------------------- ------------------------ ------------------
Trust Manager            A copy of an Australian legal   On or before the Note    No.
                         opinion addressed to, among     Issue Date.
                         others, Party A in form and
                         substance satisfactory to
                         Party A.
------------------------ ------------------------------- ------------------------ ------------------
Trust Manager            A copy of an Australian tax     On or before the Note    No.
                         opinion addressed to, among     Issue Date.
                         others, Party A in form and
                         substance satisfactory to
                         Party A.
------------------------ ------------------------------- ------------------------ ------------------
Trust Manager            A copy of any notice provided   At such time as the      Yes.
                         by the Trust Manager to Class   relevant notice is
                         A2 Noteholders.                 provided by the Trust
                                                         Manager to Class A2
                                                         Noteholders.
------------------------ ------------------------------- ------------------------ ------------------
</TABLE>

--------------------------------------------------------------------------------
                                                                          Page 7


<PAGE>



                                     PART 4

                                  MISCELLANEOUS


(a)      ADDRESS FOR NOTICES: For the purpose of Section 12(a) of this
         Agreement:

         ADDRESS FOR NOTICES TO PARTY A:

         For notices regarding operation, payment and confirmation matters only,
         notices should be sent to the branch set out in the relevant
         Confirmation (as may be amended from time to time) with a copy, in the
         case of notices or communications relating to Sections 5, 6, 7, 11 or
         13, to:

         Address:          5 The North Colonnade, Canary Wharf, London E14

         Attention:        Derivatives Director, Legal Division (marked urgent)

         Facsimile:        (+44) 207 773 4932

         Telephone:        (+44) 207 773 2224

         ADDRESS FOR NOTICES TO PARTY B:

         Level 7, 9 Castlereagh Street, Sydney, New South Wales, 2000

         Attention:        Manager Securitisation

         Facsimile:        612 9221 7870

         Telex:            N/A

         ADDRESS FOR NOTICES TO THE TRUST MANAGER:

         Level 31, 367 Collins Street, Melbourne, Victoria, 3000, Australia

         Attention:        Managing Director

         Facsimile:        613 9621 2368

         Telex:            N/A

(b)      PROCESS AGENT: For the purposes of Section 13(c) of this Agreement:

         Party A appoints as its Process Agent:               Not applicable.

         Party B appoints as its Process Agent:      Not applicable.

         OFFICES:  The provisions of Section 10(a) will not apply to this
         reement.

(c)      MULTIBRANCH PARTY:  For the purposes of Section 10(c) of this
         Agreement:

         Party A is a Multibranch Party and may act through its Offices in
         London, New York, Tokyo, Hong Kong, Singapore and Sydney.

         Party B is not a Multibranch Party.

(d)      CALCULATION AGENT:  The Calculation Agent is Party A unless:

         (i)      otherwise specified in a Confirmation in relation to the
                  relevant Transaction; or

--------------------------------------------------------------------------------
                                                                          Page 8

<PAGE>

         (ii)     an Event of Default (where Party A is the Defaulting Party)
                  has occurred, in which case the Calculation Agent will be the
                  Trust Manager.

         All calculations made by the Calculation Agent must be made in good
         faith and through the exercise of the Calculation Agent's commercially
         reasonable judgment. If any party objects in good faith to any
         calculation made by the Calculation Agent, the parties must negotiate
         in good faith to agree on an independent lead dealer to make such
         calculation, and if they cannot so agree within three Business Days,
         they will each promptly choose an independent leading dealer and
         instruct such dealers to agree on another independent leading dealer to
         make such calculation. The calculation of any such dealer so appointed
         will be binding on the parties in the absence of manifest error and the
         costs of such appointment will be shared equally between Party A and
         Party B.

(e)      CREDIT SUPPORT DOCUMENT:  Details of any Credit Support Document:

         (i)      In relation to Party A:  Nil.
         (ii)     In relation to Party B:  Nil.

(f)      CREDIT SUPPORT PROVIDER:

         (i)      In relation to Party A:  Nil.
         (ii)     In relation to Party B:  Nil.

(g)      GOVERNING LAW: This Agreement will be governed by and construed in
         accordance with the laws of England and Wales.

(h)      NETTING OF PAYMENTS: Sub-paragraph (ii) of Section 2(c) will not apply.

(i)      "AFFILIATE" will have the meaning specified in Section 14. For the
         purposes of Section 3(c), Party B is deemed not to have any Affiliates.


                                     PART 5

                                OTHER PROVISIONS


(a)      In Section 2(a)(i) add the following sentence:

         Each payment will be by way of exchange for the corresponding payment
         or payments payable by the other party and, in the case of any payment
         payable by Party A to Party B, will be discharged by Party A depositing
         that payment on the due date into the US$ Account."

(b)      In Section 2(a)(ii), after "freely transferable funds" add "free of any
         set-off, counterclaim, deduction or withholding (except as expressly
         provided in this Agreement)".

(c)      Add the following new sentence to Section 2(b):

                  "Each new account so designed must be in the same tax
                  jurisdiction as the original account."

--------------------------------------------------------------------------------
                                                                          Page 9

<PAGE>

(d)      Delete the word "if" at the beginning of Section 2(d)(i)(4) and insert
         the following words instead:

                  "if and only if X is Party A and".

(e)      In Section 2(d)(ii) insert the words "(if and only if Y is Party A)"
         after the word "then" at the beginning of the last paragraph. Party B
         will have no obligation to pay any amount to Party A under Section
         2(d)(ii), and may make any payment under or in connection with this
         Agreement net of any deduction or withholding referred to in Section
         2(d)(i).

(f)      ADDITIONAL REPRESENTATIONS: In Section 3 add the following immediately
         after paragraph (f):

                  "(g) NON ASSIGNMENT. It has not assigned (whether absolutely,
                  in equity or otherwise) or declared any trust over any of its
                  rights under this Agreement or any Transaction (other than, in
                  respect of Party B, the trust created pursuant to the Master
                  Trust Deed and the Series Notice) and has not given any charge
                  over its rights under this Agreement or any Transaction in the
                  case of Party A, or any charge over the assets of the Trust
                  (other than under the Security Trust Deed), in the case of
                  Party B."

(g)      In Section 4 add a new paragraph as follows:

                  "(f) CONTRACTING AS PRINCIPAL. Party A will enter into all
                  Transactions as principal and not otherwise and Party B will
                  enter into all Transactions in its capacity as trustee of the
                  Trust and not otherwise. Any reference to Party B in this
                  Agreement is in its capacity as trustee of the Trust."

(H)      CONFIRMATIONS. With respect to each Transaction entered into pursuant
         to this Agreement and for the purposes of Section 9(e)(ii), Party A
         will, on or promptly after the relevant Trade Date, send Party B (with
         a copy to the Trust Manager) a Confirmation confirming that Transaction
         and both Party B and the Trust Manager must promptly then confirm the
         accuracy of or request the correction of such Confirmation.
         Notwithstanding the provisions of Section 9(e)(ii), where a Transaction
         is confirmed by means of facsimile or an electronic messaging system,
         such message will constitute a Confirmation even where not so specified
         in that Confirmation.

(i)      Section 12 is amended as follows:

         (i)      In Section 12(a), delete the words "(except that a notice or
                  other communication under Section 5 or 6 may not be given by
                  facsimile transmission or electronic messaging system)" in
                  lines 2 and 3.

         (ii)     Section 12(a)(iii) is replaced with:

                  "(iii) if sent by facsimile transmission, on the date a
                  transmission report is produced 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
                  notified for the purpose of this Section, unless the recipient
                  notifies the sender within one Local

--------------------------------------------------------------------------------
                                                                         Page 10


<PAGE>

                  Business Day of the facsimile being sent that the facsimile
                  was not received in its entirety and in legible form."

         (iii)    In Section 12(a)(v), replace the words "electronic message is
                  received" with "the facsimile transmission confirming the
                  electronic message is sent and deemed effective in accordance
                  with sub-paragraph (iii)".

(j)      Section 14 of the Agreement is modified as follows:

         (i)      New definitions are inserted as follows:

                  "ACCEPTABLE ARRANGEMENT" means an arrangement which each
                  relevant Designated Rating Agency has confirmed in writing
                  will result in the avoidance or reversal of any Note
                  Downgrade.

                  "APPROVED BANK" means a Bank which has a short term credit
                  rating of A-1+ from S&P and P-1 from Moody's.

                  "CASH COLLATERAL AMOUNT" means, at any time, an amount equal
                  to the CCR at that time.

                  "CCR" means the amount calculated as follows:

                           CCR = CR X 1.030

                  "CR" means MTM + VB.

                  "CREDIT SUPPORT ANNEX" means the Credit Support Annex set out
                  in the Annexure to this Agreement.

                  "DOWNGRADE" means the withdrawal or downgrade of Party A's
                  credit rating by a Designated Rating Agency resulting in Party
                  A not having the Required Rating.

                  "ELIGIBLE INVESTMENT" means Negotiable Debt Obligations as
                  described in the Credit Support Annex.

                  "MASTER TRUST DEED" means that the Master Trust Deed dated 2
                  December 1999 between Perpetual Trustees Victoria Limited and
                  Interstar Securities (Australia) Pty Limited.

                  "MAJOR DOWNGRADE" means a Downgrade resulting in Party A
                  having:

                  (a)      a short term credit rating of less than A-1 by S&P;
                           or

                  (b)      a long term credit rating of less than A3 by Moody's.

                  "MINOR DOWNGRADE" means any Downgrade which is not a Major
                  Downgrade.

                  "MORTGAGED PROPERTY" has the meaning given in the Security
                  Trust Deed.

--------------------------------------------------------------------------------
                                                                         Page 11

<PAGE>

                  "MTM" means the mark-to-market value of the Transactions
                  outstanding under this Agreement. Party A will have to mark
                  the Transactions to market and post collateral on a weekly
                  basis, with a cure period of 3 days.

                  "NOTE DOWNGRADE" means any actual or proposed withdrawal or
                  downgrade of the rating assigned to any Class of Notes by a
                  Designated Rating Agency which results or would result in any
                  rating assigned to that Class of Notes being less than that
                  specified in clause 4.2(f) of the Series Notice.

                  "REPLACEMENT CURRENCY SWAP PROVIDER" means, at any time, a
                  person that has agreed to replace Party A at that time and has
                  a credit rating not less than the Required Rating.

                  "REQUIRED RATING" means a credit rating of not less than:

                  (a)      [A-1+ (short term) by S&P;]

                  (b)      AA- (long term) by S&P;

                  (c)      A2 (long term) by Moody's; and

                  (d)      [P-1 (short term) by Moody's.]

                  "SERIES NOTICE" means the Series Notice dated on or about the
                  date of this Agreement in relation to the Trust.

                  "SWAP COLLATERAL ACCOUNT" means a US$ account in the name of
                  Party B with an Approved Bank.

                  "TRUST" means the Interstar Millennium Series 2003-1G Trust.

                  "VB" means the value calculated by multiplying the outstanding
                  notional of the Transaction at the time of the calculation by
                  the relevant percentage calculated from the following table
                  (for the purposes of interpreting the table, "Counterparty
                  rating" is the credit rating assigned to Party A by S&P and
                  "Maturities" is the period from and including the date of
                  calculation to but excluding the scheduled maturity of the
                  last expiring Transaction outstanding under this Agreement):

                              VOLATILITY BUFFER (%)

---------------------- ---------------- ------------------ --------------------
COUNTERPARTY RATING    MATURITIES UP    MATURITIES UP TO   MATURITIES MORE
                       TO 5 YEARS       10 YEARS           THAN 10 YEARS
---------------------- ---------------- ------------------ --------------------
A+                     1.05             1.75               3.0
---------------------- ---------------- ------------------ --------------------
A                      1.35             2.45               4.5
---------------------- ---------------- ------------------ --------------------
A-1*                   1.5              3.15               6.0
---------------------- ---------------- ------------------ --------------------
*        The A-1 rating will be taken to be the counterparty's short term
         rating.

--------------------------------------------------------------------------------
                                                                         Page 12


<PAGE>

                  (ii)     The definition of Tax is replaced with:

                           "TAX" has the meaning given in the Master Trust Deed.

                  (iii)    Insert the following additional paragraph at the end
                           of Section 14:

                           "Words and expressions which are defined or
                           incorporated by reference in the Series Notice have
                           the same meanings when used in this Agreement unless
                           the context otherwise requires or unless otherwise
                           defined in this Agreement."

(k)      MASTER TRUST DEED, SERIES NOTICE AND SECURITY TRUST DEED: The parties
         acknowledge and agree and for the purposes of the Master Trust Deed,
         the Series Notice and the Security Trust Deed:

         (a)      all Transactions under this Agreement are "Hedge Agreements";
                  and

         (b)      Party A is a "Support Facility Provider".

(l)      ISDA DEFINITIONS: This Agreement, each Confirmation and each
         Transaction are subject to the 2000 ISDA Definitions (as published by
         the International Swap & Derivatives Association, Inc.) as amended from
         time to time (the "ISDA DEFINITIONS"), and will be governed in all
         respects by any provisions set forth in the ISDA Definitions. The ISDA
         Definitions are incorporated by reference in, and shall be deemed to be
         part of, this Agreement and each Confirmation.

(m)      INCONSISTENCY: In the event of any inconsistency between any two or
         more of the following documents, they shall take precedence over each
         other in the following descending order:

         (i)      any Confirmation;

         (ii)     the Schedule to the Master Agreement;

         (iii)    the other provisions of the Master Agreement; and

         (iv)     the ISDA Definitions.

(n)      Any reference to a:

         (i)      "Swap Transaction" in the ISDA Definitions is deemed to be a
                  reference to a "Transaction" for the purpose of interpreting
                  this Agreement or any Confirmation; and

         (ii)     "Transaction" in this Agreement or any Confirmation is deemed
                  to be a reference to a "Swap Transaction" for the purposes of
                  interpreting the ISDA Definitions.

(o)      Insert new Sections 15, 16 and 17 as follows:

         "15.     LIMITATION OF PARTY B'S LIABILITY

         (a)      Party B enters into this Agreement only in its capacity as
                  trustee of the Trust and in no other capacity. A liability
                  incurred by Party B acting in its capacity as trustee of the
                  Trust arising under or in

--------------------------------------------------------------------------------
                                                                         Page 13

<PAGE>

                  connection with this Agreement is limited to and can be
                  enforced against Party B only to the extent to which it can be
                  satisfied out of the assets of the Trust out of which Party B
                  is actually indemnified for the liability. This limitation of
                  the Party B's liability applies despite any other provision of
                  this Agreement and extends to all liabilities and obligations
                  of Party B in any way connected with any representation,
                  warranty, conduct, omission, agreement or transaction related
                  to this Agreement.

         (b)      The parties other than Party B may not sue Party B in any
                  capacity other than as trustee of the Trust or seek the
                  appointment of a receiver (except in relation to the assets of
                  the Trust), liquidator, administrator or similar person to
                  Party B or prove in any liquidation, administration or
                  arrangements of or affecting Party B (except in relation to
                  the assets of the Trust).

         (c)      The provisions of this Section 15 do not apply to any
                  obligation or liability of Party B to the extent that it is
                  not satisfied because under a Transaction Document or by
                  operation of law there is a reduction in the extent of Party
                  B's indemnification out of the assets of the Trust as a result
                  of the Party B's fraud, negligence or wilful default.

         (d)      It is acknowledged that the Relevant Parties are responsible
                  under the Transaction Documents for performing a variety of
                  obligations relating to the Trust. No act or omission of Party
                  B (including any related failure to satisfy its obligations or
                  breach of representation or warranty under the Transaction
                  Documents) will be considered fraud, negligence or wilful
                  default of Party B for the purpose of paragraph (c) of this
                  Section 15 to the extent to which the act or omission was
                  caused or contributed to by any failure by the Relevant
                  Parties (other than a person whose acts or omissions Party B
                  is liable for in accordance with the Transaction Documents) to
                  fulfil its obligations relating to the Trust or by any other
                  act or omission of the Relevant Parties (other than a person
                  whose acts or omissions Party B is liable for in accordance
                  with the Transaction Documents) regardless of whether or not
                  that act or omission is purported to be done on behalf of
                  Party B.

         (e)      No attorney, agent, receiver or receiver and manager appointed
                  in accordance with a Transaction Document has authority to act
                  on behalf of Party B in a way which exposes Party B to any
                  personal liability and no act or omission of any such person
                  will be considered fraud, negligence or wilful default of
                  Party B for the purpose of paragraph (c) of this Section 15,
                  provided (in the case of any person selected and appointed by
                  Party B) that Party B has exercised reasonable care in the
                  selection of such persons.

         (f)      In this Section 15, "Relevant Party" means each of the Trust
                  Manager, the Servicer, the Calculation Agent, each Paying
                  Agent,

--------------------------------------------------------------------------------
                                                                         Page 14

<PAGE>

                  the Note Trustee and any Support Facility Provider (as those
                  terms are defined in the Master Trust Deed and the Series
                  Notice).


         16.      REPLACEMENT CURRENCY SWAP

         (a)      If this Agreement is terminated, Party B must, at the
                  direction of the Trust Manager, enter into one or more
                  Currency Swaps which replace the Transactions under this
                  Agreement (in a form reasonably satisfactory to Party
                  B)(collectively a "REPLACEMENT CURRENCY SWAP") but only on the
                  following conditions:

                  (i)      the Settlement Amount payable (if any) by Party B to
                           Party A upon termination of this Agreement will be
                           paid in full when due in accordance with the Series
                           Notice and this Agreement;

                  (ii)     the Designated Ratings Agencies confirm that the
                           Replacement Currency Swap will not cause a Note
                           Downgrade; and

                  (iii)    the liability of Party B under the Replacement
                           Currency Swap is limited to at least the same extent
                           that its liability is limited under this Agreement.

         (b)      If the conditions in Section 16(a) are satisfied, Party B
                  must, at the direction of the Trust Manager, enter into the
                  Replacement Currency Swap and if it does so it must direct the
                  Replacement Currency Swap provider to pay any upfront premium
                  to enter into the Replacement Currency Swap due to Party B
                  directly to Party A in satisfaction of and to the extent of
                  Party B's obligation to pay the Settlement Amount to Party A
                  as referred to in Section 16(a) and to the extent that such
                  premium is not greater than or equal to the Settlement Amount,
                  the balance must be satisfied by Party B as an Expense of the
                  Trust.

         (c)      If the conditions in Section 16(a) are satisfied and Party B
                  has entered into the Replacement Currency Swap, Party B must
                  direct Party A to pay any Settlement Amount payable by Party A
                  to Party B on termination of this Agreement directly to the
                  Replacement Currency Swap provider as payment and to the
                  extent of any premium payable by Party B to enter into the
                  Replacement Currency Swap, in satisfaction of and to the
                  extent of Party A's obligation to pay that part of the
                  Settlement Amount to Party B.

         17.      NOVATION

         Party A may at any time novate its obligations under this Agreement to
         any of its Affiliates (the "NEW COUNTERPARTY") provided that:

         (a)      the New Counterparty provides a legal opinion to Party B that
                  this Agreement, as novated, is valid, binding and enforceable
                  against it (subject to equitable doctrines and creditors'
                  rights generally); and

--------------------------------------------------------------------------------
                                                                         Page 15

<PAGE>

         (b)      the Designated Ratings Agencies confirm that the novation to
                  the New Counterparty will not cause a Note Downgrade.

         Party B and the Trust Manager will execute all such documents (each in
         a form reasonably satisfactory to Party B) as are reasonably necessary
         to give effect to that novation."

(p)      TELEPHONE RECORDING: Each party consents to the recording of the
         telephone conversations of trading and marketing personnel in
         connection with this Agreement or any potential Transaction and
         consents to such recording being used as evidence in court proceedings.

(q)      RELATIONSHIP BETWEEN PARTIES: Each party will be deemed to represent to
         each other party on the date on which it enters into a Transaction
         that:

         (i)      NON-RELIANCE. It is acting for its own account (or, in the
                  case of Party B, as trustee of the Trust), and it has made its
                  own independent decisions to enter into that Transaction and
                  as to whether that Transaction is appropriate or proper for it
                  based upon its own judgment (in the case of Party B, also on
                  the judgment of the Trust Manager) and upon advice from such
                  advisers as it has deemed necessary. It is not relying on any
                  communication (written or oral) of the other party as
                  investment advice or as a recommendation to enter into that
                  Transaction; it being understood that information and
                  explanations related to the terms and conditions of a
                  Transaction shall not be considered investment advice or a
                  recommendation to enter into that Transaction. No
                  communication (written or oral) received from the other party
                  shall be deemed to be an assurance or guarantee as to the
                  expected results of that Transaction.

         (ii)     EVALUATION AND UNDERSTANDING. It is capable of evaluating and
                  understanding (on its own behalf or through independent
                  professional advice), and understands and accepts, the terms,
                  conditions and risks of that Transaction. It is also capable
                  of assuming, and assumes, the financial and other risks of
                  that Transaction.

         (iii)    NON-FIDUCIARY. No other party is acting as a fiduciary for it
                  or as an advisor to it for the Transaction.

(r)      Insert new Section 18 as follows:

         RATING DOWNGRADE

         (a)      If, at any time, a Downgrade occurs and the downgrade
                  constitutes a Minor Downgrade, Party A shall, within 30 days
                  (or such greater period as agreed by the relevant Designated
                  Rating Agency), comply with Section 18(c)(i).

         (b)      If, at any time, a Downgrade occurs and the downgrade
                  constitutes a Major Downgrade, Party A shall:

--------------------------------------------------------------------------------
                                                                         Page 16

<PAGE>

                  (i)      within 30 Business Days (or such greater period as
                           agreed by the relevant Designated Rating Agency)
                           comply with Sections 18(c)(ii) or (c)(iii); and

                  (ii)     until such time as a replacement Currency Swap has
                           been entered into in accordance with Section
                           18(c)(ii) or an Acceptable Arrangement has been
                           entered into in accordance with Section 18(c)(iii),
                           comply or continue to comply with Section 18(c)(i).

         (c)      Where Party A is required to comply with this Section 18(c) it
                  must, at its cost:

                  (i)      either:

                           (A)      deposit into a Swap Collateral Account and
                                    maintain in that Swap Collateral Account
                                    (whilst the relevant Downgrade subsists)
                                    sufficient funds to ensure that the amount
                                    standing to the credit of the Swap
                                    Collateral Account is not less than the Cash
                                    Collateral Amount; or

                           (B)      acquire in the name of Party B or transfer
                                    to Party B Eligible Investments that mature
                                    on or prior to the next Quarterly Payment
                                    Date with an aggregate face amount not less
                                    than the Cash Collateral Amount;

                  (ii)     procure a novation of its rights and obligations
                           under the Currency Swap to a Replacement Currency
                           Swap Provider; or

                  (iii)    enter, or procure entry, into an Acceptable
                           Arrangement.

         (d)      If, at any time, Party A's obligations under the Currency Swap
                  are novated in accordance with Section 18(c)(ii) or any
                  Acceptable Arrangement is entered into in accordance with
                  Section 18(c)(iii) which results in Party A being replaced as
                  Currency Swap Provider (the "REPLACED CURRENCY SWAP
                  PROVIDER"), the Replaced Currency Swap Provider shall be
                  immediately entitled to any Cash Collateral Amount which it
                  has deposited in a Swap Collateral Account.

         (e)      Where Party B has not established a Swap Collateral Account
                  and Party A is required to deposit monies into a Swap
                  Collateral Account, the Trust Manager must direct Party B to,
                  and Party B must, establish, as soon as practicable, and
                  maintain, in the name of Party B a US$ account with an
                  Approved Bank, which account shall be, for the purposes of
                  this Section 18, the "SWAP COLLATERAL ACCOUNT".

--------------------------------------------------------------------------------
                                                                         Page 17

<PAGE>

         (f)      Party B may only dispose of any Eligible Investment acquired
                  or transferred to it under Section 18(c)(i)(B) or make
                  withdrawals from the Swap Collateral Account if directed to do
                  so by the Trust Manager and then only for the purpose of:

                  (i)      novating the Replaced Currency Swap Provider's
                           obligations under each Currency Swap in accordance
                           with Section 18(c)(ii) or entering into any other
                           Acceptable Arrangement in accordance with 18(c)(iii);

                  (ii)     refunding to Party A the amount of any reduction in
                           the Cash Collateral Amount, from time to time, and
                           provided the Designated Rating Agencies have
                           confirmed in writing that such refund will not result
                           in a Note Downgrade;

                  (iii)    withdrawing any amount which has been incorrectly
                           deposited into the Swap Collateral Account;

                  (iv)     paying any bank accounts debit tax or other
                           equivalent Taxes payable in respect of the Swap
                           Collateral Account; or

                  (v)      funding the amount of any payment due to be made by
                           Party A under this Agreement following the failure by
                           Party A to make that payment.

                  For the purposes of this Section 18 and the Series Notice, a
                  Downgrade will be deemed to "SUBSIST" until the earlier of the
                  following dates:

                  (i)      the date on which the credit rating of Party A is
                           restored to the Required Rating;

                  (ii)     the date on which a replacement Currency Swap has
                           been entered into in accordance with Section
                           18(c)(ii); and

                  (iii)    the date on which an Acceptable Arrangement has been
                           entered into in accordance with Section 18(c)(iii).

         (g)      Party B, at the direction of the Trust Manager, may only
                  invest any amounts standing to the credit of a Swap Collateral
                  Account in Eligible Investments that mature on or prior to the
                  next Quarterly Payment Date.

         (h)      All interest accrued on and other income derived from the
                  acquisition or transfer to it of any Eligible Investments
                  under Section 18(c)(i)(B) or the investment of any amounts
                  credited to a Swap Collateral Account will be payable monthly
                  to the party that provided the relevant Eligible Investments
                  or Cash Collateral


--------------------------------------------------------------------------------
                                                                         Page 18

<PAGE>

                  Amount, provided that any such interest or income will only be
                  payable to the extent that any payment will not reduce the
                  balance of the Swap Collateral Account to less than the amount
                  required to be maintained in accordance with this Section 18.

EXECUTED in [Sydney].

Each attorney executing this Agreement states that he or she has no notice of
revocation or suspension of his or her power of attorney.





































--------------------------------------------------------------------------------
                                                                         Page 19

<PAGE>



<TABLE>
<CAPTION>

PARTY A
<S>                                           <C>
SIGNED on behalf of                        )
BARCLAYS BANK PLC                          )  -----------------------------------------
by its attorneys under power of attorney   )  Signature
in the presence of:                        )

                                              -----------------------------------------
                                              Print name

--------------------------------------------
Witness
                                              -----------------------------------------
                                              Signature

--------------------------------------------
Print name
                                              -----------------------------------------
                                              Print name

PARTY B

SIGNED on behalf of                        )
PERPETUAL TRUSTEES VICTORIA LIMITED        )
by its attorney under power of attorney    )
in the presence of:                        )



--------------------------------------------   ----------------------------------------
Witness                                        Signature


--------------------------------------------  -----------------------------------------
Print name                                    Print name


TRUST MANAGER

SIGNED on behalf of                        )
INTERSTAR SECURITISATION MANAGEMENT        )
PTY LIMITED
by its attorney under power of attorney    )
in the presence of:                        )



--------------------------------------------   ----------------------------------------
Witness                                        Signature


--------------------------------------------  -----------------------------------------
Print name                                    Print name
</TABLE>



---------------------------------------------------------------------
                                                              Page 20