<PAGE>



                                                                   Series Notice


                                             Perpetual Trustees Victoria Limited

                                 Interstar Securitisation Management Pty Limited

                                    Interstar Securities (Australia) Pty Limited

                                              Interstar Nominees (B) Pty Limited

                                              Interstar Nominees (R) Pty Limited

                                               Perpetual Trustee Company Limited

                                           The Bank of New York, New York branch


                                                     INTERSTAR MILLENNIUM TRUSTS
                                       INTERSTAR MILLENNIUM SERIES 2003-1G TRUST

                                                               The Chifley Tower
                                                                2 Chifley Square
                                                               Sydney  NSW  2000
                                                                       Australia
                                                             Tel  61 2 9230 4000
                                                             Fax  61 2 9230 5333
                                                                  www.aar.com.au



                                       (C) Copyright Allens Arthur Robinson 2003



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Series Notice                                                                          Allens Arthur Robinson
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TABLE OF CONTENTS

1.       INTRODUCTION                                                                                      1

2.       TRUST                                                                                             1

3.       DEFINITIONS AND INTERPRETATION                                                                    2

         3.1      Definitions                                                                              2
         3.2      Interpretation                                                                          22
         3.3      Liability                                                                               22
         3.4      Payment to be made on Business Day                                                      23

4.       NOTES                                                                                            23

         4.1      Conditions of Notes                                                                     23
         4.2      Summary of conditions of Notes                                                          23
         4.3      Issue of Notes                                                                          25
         4.4      Trustee's Covenant to Noteholders                                                       25
         4.5      Repayment of Notes on Principal Repayment Dates                                         25
         4.6      Final Redemption                                                                        26
         4.7      Period during which interest accrues                                                    26
         4.8      Calculation of Interest                                                                 26
         4.9      Aggregate receipts                                                                      27
         4.10     Ownership of Notes                                                                      27
         4.11     Taxation                                                                                27

5.       CLASS A1 NOTES                                                                                   27

         5.1      Note Issue Direction for Class A1 Notes                                                 27
         5.2      Conditions to Note Issue Direction                                                      28
         5.3      Terms of Note Issue Direction                                                           28

6.       CASHFLOW ALLOCATION METHODOLOGY                                                                  28

         6.1      General                                                                                 28
         6.2      Calculations                                                                            28
         6.3      Redraws                                                                                 30
         6.4      Liquid Authorised Investments                                                           30
         6.5      Interest and other payments                                                             30
         6.6      Repayments of Principal Amount and Redemption of Notes                                  34
         6.7      Charge-offs                                                                             39
         6.8      Payments into US$ Account                                                               39
         6.9      Payments out of US$ Account                                                             40
         6.10     Rounding of amounts                                                                     40
         6.11     Prescription                                                                            41
         6.12     Replacement of Currency Swaps                                                           41
         6.13     Payment Priorities Following enforcement of the Security Trust Deed                     41

7.       MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND REPRESENTATIONS,
         WARRANTIES AND UNDERTAKINGS                                                                      42

         7.1      Completion of details in relation to Master Trust Deed                                  42
         7.2      Amendments to Master Trust Deed                                                         43

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         7.3      Amendments to Investment Management Agreement                                           55
         7.4      Additional Representations and Warranties - Approved Seller and Trustee                 57
         7.5      Additional Representations and Warranties - Trust Manager                               59
         7.6      Additional Undertakings - Trustee                                                       59
         7.7      Additional Undertakings - Trust Manager and Servicer                                    61
         7.8      Additional Representations and Warranties (Loans) - Servicer                            63
         7.9      Repetition of Representations, Warranties and Undertakings                              64

8.       TRANSFERS TO OTHER TRUST                                                                         64

9.       PREFUNDING                                                                                       65

10.      BENEFICIARY                                                                                      66

         10.1     Issue of Units                                                                          66
         10.2     Residual Capital Unit                                                                   66
         10.3     Residual Income Unit                                                                    66
         10.4     Register                                                                                67
         10.5     Transfer of Units                                                                       67
         10.6     Limit on rights                                                                         68

11.      NOTE TRUSTEE                                                                                     68

         11.1     Capacity                                                                                68
         11.2     Exercise of Rights                                                                      68
         11.3     Representation and warranty                                                             68
         11.4     Payments                                                                                68

12.      TAX REFORM                                                                                       69

         12.1     Taxation of trusts and consolidated groups                                              69
         12.2     Amending Bill - taxation of trusts                                                      69
         12.3     Group tax liabilities                                                                   70
         12.4     Evidence of tax sharing agreement                                                       70
         12.5     Objective                                                                               71
         12.6     Beneficiaries                                                                           71

13.      ATTORNEYS                                                                                        71

14.      GOVERNING LAW                                                                                    71

15.      ANCILLIARY FACILITIES                                                                            72

         15.1     Ancillary Facilities                                                                    72
         15.2     Record keeping obligations of Trust Manager                                             73

SCHEDULE 1                                                                                                75

SCHEDULE 2                                                                                                79
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Series Notice                                             Allens Arthur Robinson
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INTERSTAR MILLENNIUM SERIES 2003-1G TRUST

1.       INTRODUCTION
--------------------------------------------------------------------------------

         This Series Notice is issued on                      2003 pursuant to
         and subject to the Master Trust Deed dated 2 December 1999 (the MASTER
         TRUST DEED) between:

         PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 42 004 027 258) of Level 4,
         333 Collins Street, Melbourne, Victoria in its capacity as trustee of
         Interstar Millennium Series 2003-1G Trust (the TRUSTEE);

         INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ACN 100 346 898) of
         Level 28, 367 Collins Street, Melbourne, Victoria in its capacity as
         Trust Manager (the TRUST MANAGER);

         INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) of
         Level 28, 367 Collins Street, Melbourne, Victoria in its capacity as
         Servicer (the SERVICER);

         INTERSTAR NOMINEES (B) PTY LIMITED (ABN 15 075 329 412), INTERSTAR
         SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) and INTERSTAR
         NOMINEES (R) PTY LIMITED (ABN 57 092 315 716) each of Level 28, 367
         Collins Street, Melbourne, Victoria (each an APPROVED SELLER);

         PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) of Level 7,
         39 Hunter Street, Sydney, New South Wales (the SECURITY TRUSTEE); and

         THE BANK OF NEW YORK, NEW YORK BRANCH of 101 Barclay Street, 21W, New
         York, New York 10286 (the CALCULATION AGENT, the PRINCIPAL PAYING AGENT
         and the NOTE REGISTRAR and, in its capacity as trustee for the US$
         Noteholders, the NOTE TRUSTEE).

         This Series Notice is issued by the Trust Manager and applies in
         respect of the Interstar Millennium Series 2003-1G Trust.

         Each party to this Series Notice agrees to be bound by the Transaction
         Documents as amended by this Series Notice in the capacity set out with
         respect to them in this Series Notice or the Master Trust Deed.

         The parties agree that each Approved Seller is to be an Approved Seller
         for the purposes of the Master Trust Deed, this Series Notice and the
         other Transaction Documents for the Trust.

         The parties agree that the Servicer is to be a Servicer for the
         purposes of the Master Trust Deed, this Series Notice and the other
         Transaction Documents for the Trust.

         The parties agree that the Security Trustee is to be a Security Trustee
         for the purposes of the Master Trust Deed, this Series Notice and other
         Transaction Documents for the Trust.

2.       TRUST
--------------------------------------------------------------------------------

         The parties agree that the Trust will be a TRUST for the purposes of
         the Transaction Documents.


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Series Notice                                             Allens Arthur Robinson
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3.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------
3.1      DEFINITIONS

         Unless otherwise defined in this Series Notice, words and phrases
         defined in the Master Trust Deed have the same meaning where used in
         this Series Notice.

         In this Series Notice, and for the purposes of the definitions in the
         Master Trust Deed, the following terms have the following meanings
         unless the contrary intention appears. These definitions apply only in
         relation to the Trust, and do not apply to any other Trust (as defined
         in the Master Trust Deed).

         A$ EXCHANGE RATE means, on any date:

         (a)      in relation to the Class A2 Notes, the rate of exchange (set
                  as at the commencement of the Class A2 Currency Swap)
                  applicable under the Class A2 Currency Swap for the exchange
                  of US dollars for Australian dollars; and

         (b)      in relation to the Class B1 Notes, the rate of exchange (set
                  as at the commencement of the Class B1 Currency Swap)
                  applicable under the Class B1 Currency Swap for the exchange
                  of US dollars for Australian dollars.

         ACCEPTABLE INSURANCE POLICY means a policy of insurance effected by the
         Servicer:

         (a)      with an insurance company whose claims paying ability has an
                  assigned rating of not less than BBB by S&P and Baa2 by
                  Moody's or is otherwise acceptable to Moody's; and

         (b)      which provides insurance cover (for an amount of not less than
                  A$500,000) to the Servicer in relation to the payment of any
                  Penalty Payment by the Servicer.

         ADDITIONAL REPAYMENT means any repayment of principal made by an
         Obligor under a Loan held by the Trustee which is in addition to the
         scheduled repayments or instalments which the Obligor is legally
         obliged to make in accordance with the terms of the Obligor's Loan
         Agreement.

         ADVERSE EFFECT means an event which will materially and adversely
         affect the amount of any payment to be made to any Noteholder, or will
         materially and adversely affect the timing of such payment, (including
         the withdrawal, qualification or downgrade of the rating of a Note by
         any Designated Rating Agency).

         AGENCY AGREEMENT means the Agency Agreement dated on or about the date
         of this Series Notice between the Principal Paying Agent, the Note
         Registrar, the Calculation Agent, the Trustee, the Note Trustee and the
         Trust Manager.

         AGGREGATE PRINCIPAL LOSS AMOUNT means, in relation to a Collection
         Period, an amount equal to the aggregate of all Principal Losses for
         that Collection Period.

         ANCILLARY FACILITY means any of the following facilities provided to
         the Obligors in relation to the Loans of the Trust:

         (a)      cheque book facility;

         (b)      paperless direct debit facility;

         (c)      paperless direct credit facility;

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         (d)      credit card facility;

         (e)      debit card facility;

         (f)      deposit facility;

         (g)      payment facility known as "BPAY"; or

         (h)      any other credit or financial facility or form of financial
                  accommodation to those Obligors, of a type approved by each
                  Designated Rating Agency with respect to the Trust.

         ANCILLARY FACILITY DOCUMENT means any document from time to time in
         relation to an Ancillary Facility and includes:

         (a)      the Cheque Deposit and Direct Paperless Entry Facilities
                  Agreement between NAB, the Servicer and Perpetual Trustees
                  Victoria Limited (the FACILITIES AGREEMENT);

         (b)      the Collateral Agreement between NAB, the Servicer and
                  Perpetual Trustees Victoria Limited; and

         (c)      the Consent Deed between NAB, Interstar Nominees (B) Pty
                  Limited, Interstar Nominees (N) Pty Limited; Interstar
                  Nominees (R) Pty Limited, the Servicer, Interstar Home Loan
                  Corporation Pty Ltd, Perpetual Trustees Victoria Limited,
                  Perpetual Trustee Company Limited and the Warehouse Financiers
                  listed in that document,

         in relation to the provision of Ancillary Facilities.

         APPROVED BANK means a Bank which has a short term rating of at least
         A-1+ from S&P and P-1 from Moody's and which is approved by the Trust
         Manager in writing.

         APPROVED SELLER means:

         (a)      any person which is a party to this Series Notice as an
                  Approved Seller; or

         (b)      any person which the Trust Manager notifies the Trustee is an
                  Approved Seller for the purposes of this Series Notice and who
                  executes a Seller Accession Certificate.

         APPROVED SELLER'S FEE has the meaning given in clause 7.1(c).

         ARREARS subsist in relation to a Loan held by the Trustee if the
         Obligor under that Loan fails to pay any amount due under that Loan on
         the day it was due.

         ASSET means any asset of the Trust from time to time including any
         Loan, Mortgage or Related Security specified in a Sale Notice which are
         to be acquired in favour of the Trust, or any Authorised Investment
         acquired by the Trust or the Trustee's rights under any Support
         Facility.

         AUTHORISED INVESTMENTS has the meaning given to it in the Master Trust
         Deed (as amended by this Series Notice) and includes deposits by the
         Trustee with an Approved Bank as contemplated under any Ancillary
         Facility Document and Liquid Authorised Investments.

         AUTHORISED SWAP PROVIDER means a counterparty rated at least A-1 (short
         term) by S&P and A2 (long term) or P-1 (short term) by Moody's.

         BANK means:


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         (a)      a corporation authorised under the Banking Act 1959 (Cth) to
                  carry on general banking business in Australia or a
                  corporation formed or incorporated under an Act of the
                  Parliament of an Australian jurisdiction to carry on the
                  general business of banking;

         (b)      a person authorised under the Financial Services and Markets
                  Act 2000 (UK) to carry on a business of accepting deposits;
                  or

         (c)      a banking institution or trust company organised or doing
                  business under the laws of the United States of America or any
                  state of it.

         BANK BILL RATE means as at any date the rate per cent per annum being
         the average of the buying and selling rates for a 30 day bill (or, in
         the case of the first Interest Period for a Class B Note, the linear
         interpolation of the Cash Rate and the average of the buying and
         selling rates for a 30 day bill) quoted on the page designated "BBSW"
         of the Reuters Monitor System at or about 10.30 am (Melbourne time) on
         that date by each person so quoting (but not less than five) and
         rounding the resultant figure upwards to four decimal places, provided
         that if in respect of any date the BANK BILL RATE cannot be determined
         because fewer than five persons have quoted rates or a rate is not
         displayed for a term equivalent to that period, then the BANK BILL RATE
         for that date shall mean such rate as determined by the Trust Manager
         or a Financial Advisor nominated by the Trust Manager having regard to
         comparable indices then available. In the event that any such date is
         not a Business Day, then the BANK BILL RATE applicable on that date
         shall be deemed to be the BANK BILL RATE which is applicable on the
         Business Day next succeeding that date. A certificate signed by the
         Trust Manager or a Financial Advisor nominated by the Trust Manager
         certifying as to the BANK BILL RATE on any date shall be final and
         conclusive evidence thereof in the absence of manifest error.

         BENEFICIARY means, in relation to the Trust, each holder of a Unit (as
         defined in clause 10).

         BENEFICIARY DISTRIBUTION means a distribution to a Residual Income
         Beneficiary under clause 6.5(a)(xii) or clause 6.6(a)(i)(E).

         BREAK COSTS means any break costs or payments in the nature of
         compensation which are payable by the Trustee to a Swap Provider
         consequent upon the early termination of a Hedge Agreement and where
         such break costs or compensation are not recoverable by the Trustee
         from any other person. Without limiting the foregoing, Break Costs do
         not include any costs or payments payable to a Swap Provider by the
         Trustee to the extent such costs or payments are recoverable by the
         Trustee from Break Payments.

         BREAK PAYMENT means any amount owed by an Obligor under a Loan which is
         subject to a fixed rate of interest and which amount is owed following
         payment by that Obligor of any principal before the due date for that
         principal, in accordance with the terms of the relevant Loan Agreement
         (and includes any amount owed by the relevant Mortgage Insurer with
         respect to the obligation of that Obligor to pay any such amount).

         BUSINESS DAY means any day, other than a Saturday, Sunday or public
         holiday, on which Banks are open for business in London, New York City,
         Melbourne and Sydney.

         CALCULATION AGENT means initially The Bank of New York, New York branch
         or such other person appointed as calculation agent under the Agency
         Agreement.
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         CARRYOVER CHARGE-OFF means, in relation to a Payment Date, the
         aggregate amount of all Charge-offs made prior to that Payment Date and
         which have not been reduced under clause 6.5(a)(ix) prior to that
         Payment Date.

         CASH RATE means, in relation to the first Interest Period for a Class B
         Note, the RBA Cash Rate Target appearing on the Reuters screen page
         "RBA27" at approximately 8.30am (Melbourne time) on the first day of
         that Interest Period, rounded upwards (if necessary) to four decimal
         places. If for any reason the Cash Rate cannot be determined on that
         day in accordance with the foregoing procedures the Cash Rate will be
         such rate as is conclusively determined by the Trust Manager or a
         Financial Advisor nominated by the Trust Manager having regard to
         comparable indices then available.

         CHARGE-OFF means, in relation to a Payment Date, the amount (if any) by
         which the Aggregate Principal Loss Amount for the corresponding
         Collection Period exceeds the amount allocated or available for
         allocation on that Payment Date under clause 6.5(a)(viii).

         CLASS A NOTE means a Note issued as a Class A1 Note or a Class A2 Note
         with the characteristics of a Class A1 Note or a Class A2 Note (as the
         case may be) under this Series Notice.

         CLASS A NOTEHOLDER means a Noteholder of a Class A Note.

         CLASS A1 NOTE means a Note issued as a Class A1 Note by the Trustee
         with the characteristics of a Class A1 Note under this Series Notice.

         CLASS A1 NOTEHOLDER means a Noteholder of a Class A1 Note.

         CLASS A2 A$ EQUIVALENT means, in relation to an amount denominated or
         to be denominated in US$:

         (a)      prior to the termination of the Class A2 Currency Swap, the
                  amount converted to (and denominated in) A$ at the A$ Exchange
                  Rate in relation to the Class A2 Notes; and

         (b)      after the termination of the Class A2 Currency Swap, the
                  amount that, when converted into US dollars at the
                  then-prevailing spot exchange rate in New York City for
                  Australian dollar purchases of US dollars, will equal the US
                  dollar amount owing in respect of principal or interest, as
                  applicable, on the Class A2 Notes to be paid from or by
                  reference to such amount.

         CLASS A2 A$ INTEREST AMOUNT means, in relation to a Payment Date, the
         amount in Australian dollars calculated as follows:

         (a)      on a daily basis at a rate equal to the aggregate of the Bank
                  Bill Rate and the Spread (as defined in the Class A2 Currency
                  Swap) for the relevant Class A2 Currency Swap Payment Period;

         (b)      on the Class A2 A$ Equivalent of the Class A2 Currency Swap
                  Notional Amount for that Payment Date; and

         (c)      on the basis of the actual number of days in the relevant
                  Class A2 Currency Swap Payment Period and a year of 365
                  days.

         CLASS A2 CURRENCY SWAP NOTIONAL AMOUNT means:

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         (a)      in relation to a Payment Date which is two Payment Dates
                  immediately preceding a Quarterly Payment Date, the aggregate
                  Principal Amount of the Class A2 Notes as at the first day of
                  the relevant Quarterly Period;

         (b)      in relation to a Payment Date immediately preceding a
                  Quarterly Payment Date, an amount equal to:

                  (i)     the aggregate Principal Amount of the Class A2 Notes
                          as at the first day of the relevant Quarterly Period;
                          minus

                  (ii)    the Class A2 US$ Equivalent of the amount available
                          for application under clause 6.6(h)(i)(A),
                          6.6(h)(i)(B), 6.6(i)(i)(A) or 6.6(i)(i)(B) on the
                          immediately preceding Payment Date; and

         (c)      in relation to a Payment Date which is also a Quarterly
                  Payment Date, an amount equal to:

                  (i)     the aggregate Principal Amount of the Class A2 Notes
                          as at the first day of the relevant Quarterly Period;
                          minus

                  (ii)    the Class A2 US$ Equivalent of the aggregate of the
                          amounts available for application under clause
                          6.6(h)(i)(A), 6.6(h)(i)(B), 6.6(i)(i)(A) or
                          6.6(i)(i)(B) on the two immediately preceding Payment
                          Dates.

         CLASS A2 CURRENCY SWAP means, in relation to the Class A2 Notes, the
         currency swap agreement entered into between the Class A2 Currency Swap
         Provider, the Trust Manager and the Trustee dated on or about the date
         of this Series Notice, together with the schedules and confirmations
         with respect thereto and any replacement Class A2 Currency Swap entered
         into in accordance with the Transaction Documents.

         CLASS A2 CURRENCY SWAP PAYMENT PERIOD means:

         (a)      in relation to the first Payment Date, the period commencing
                  on (and including) the Note Issue Date and ending on (but
                  excluding) the first Payment Date;

         (b)      in relation to the final Payment Date, the period commencing
                  on (and including) the Payment Date prior to the earlier of
                  the Maturity Date and the date on which the Class A2 Notes are
                  redeemed in accordance with their terms and ending on (but
                  excluding) the Maturity Date or the date on which the Class A2
                  Notes are so redeemed (as the case may be); and

         (c)      in relation to each other Payment Date, each period commencing
                  on (and including) the immediately preceding Payment Date and
                  ending on (but excluding) that Payment Date.

         CLASS A2 CURRENCY SWAP PROVIDER means initially Barclays Bank PLC and
         subsequently any replacement currency swap provider appointed in
         accordance with the Class A2 Currency Swap.

         CLASS A2 DOWNGRADE has the same meaning as Downgrade in the Class A2
         Currency Swap.

         CLASS A2 GLOBAL NOTE means any global note issued or to be issued by
         the Trustee under the Note Trust Deed representing Class A2 Notes.

         CLASS A2 NOTE means a Note issued as a Class A2 Note by the Trustee
         with the characteristics of a Class A2 Note under this Series Notice.
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         CLASS A2 NOTEHOLDER means a Noteholder of a Class A2 Note.

         CLASS A2 NOTE OWNER means, with respect to a Class A2 Global Note, the
         person who is the beneficial owner of such Class A2 Global Note, as
         reflected on the books of the Clearing Agency, or on the books of the
         person maintaining an account with such Clearing Agency (directly as
         Clearing Agency Participant or as an indirect participant) in each case
         in accordance with the rules of such Clearing Agency.

         CLASS A2 US$ EQUIVALENT means, in relation to an amount denominated or
         to be denominated in A$:

         (a)      prior to the termination of the Class A2 Currency Swap, the
                  amount converted to (and denominated in) US$ at the US$
                  Exchange Rate in relation to the Class A2 Notes; and

         (b)      after the termination of the Class A2 Currency Swap, the
                  amount that, when converted into Australian dollars at the
                  then-prevailing spot exchange rate in New York City for US
                  dollar purchases of Australian dollars, will equal the Class
                  A2 A$ Equivalent of the US dollar amount owing in respect of
                  principal or interest, as applicable, on the Class A2 Notes to
                  be paid from or by reference to such amount.

         CLASS B NOTE means a Class B1 Note or a Class B2 Note.

         CLASS B NOTEHOLDER means a Noteholder of a Class B Note.

         CLASS B1 A$ EQUIVALENT means, in relation to an amount denominated or
         to be denominated in US$:

         (a)      prior to the termination of the Class B1 Currency Swap, the
                  amount converted to (and denominated in) A$ at the A$ Exchange
                  Rate in relation to the Class B1 Notes; and

         (b)      after the termination of the Class B1 Currency Swap, the
                  amount that, when converted into US dollars at the
                  then-prevailing spot exchange rate in New York City for
                  Australian dollar purchases of US dollars, will equal the US
                  dollar amount owing in respect of principal or interest, as
                  applicable, on the Class B1 Notes to be paid from or by
                  reference to such amount.

         CLASS B1 A$ INTEREST AMOUNT means, in relation to a Payment Date, the
         amount in Australian dollars calculated as follows:

         (a)      on a daily basis at a rate equal to the aggregate of the Bank
                  Bill Rate and the Spread (as defined in the Class B1 Currency
                  Swap) for the relevant Class B1 Currency Swap Payment Period;

         (b)      on the Class B1 A$ Equivalent of the Class B1 Currency Swap
                  Notional Amount for that Payment Date; and

         (c)      on the basis of the actual number of days in the relevant
                  Class B1 Currency Swap Payment Period and a year of 365 days.

         CLASS B1 CURRENCY SWAP means, in relation to the Class B1 Notes, the
         currency swap agreement entered into between the Class B1 Currency Swap
         Provider, the Trust Manager and the Trustee dated on or about this
         Series Notice, together with the schedules and confirmations with
         respect
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         thereto and any replacement Class B1 Currency Swap entered into in
         accordance with the Transaction Documents.

         CLASS B1 CURRENCY SWAP NOTIONAL AMOUNT means:

         (a)      in relation to a Payment Date which is two Payments Dates
                  immediately preceding a Quarterly Payment Date, the aggregate
                  Principal Amount of the Class B1 Notes as at the first day of
                  the relevant Quarterly Period;

         (b)      in relation to a Payment Date immediately preceding a
                  Quarterly Payment Date, an amount equal to:

                  (i)     the aggregate Principal Amount of the Class B1 Notes
                          as at the first day of the relevant Quarterly Period;
                          minus

                  (ii)    the Class B1 US$ Equivalent of the amount available
                          for application under clause 6.6(h)(ii)(A),
                          6.6(h)(ii)(B), 6.6(i)(ii)(A)(1) or 6.6(i)(ii)(A)(2) on
                          the immediately preceding Payment Date; and

         (c)      in relation to a Payment Date which is also a Quarterly
                  Payment Date, an amount equal to:

                  (i)     the aggregate Principal Amount of the Class B1 Notes
                          as at the first day of the relevant Quarterly Period;
                          minus

                  (ii)    the Class B1 US$ Equivalent of the aggregate of the
                          amounts available for application under clause
                          6.6(h)(ii)(A), 6.6(h)(ii)(B), 6.6(i)(ii)(A)(1) or
                          6.6(i)(ii)(A)(2) on the two immediately preceding
                          Payment Dates.

         CLASS B1 CURRENCY SWAP PAYMENT PERIOD means:

         (a)      in relation to the first Payment Date, the period commencing
                  on (and including) the Note Issue Date and ending on (but
                  excluding) the first Payment Date;

         (b)      in relation to the final Payment Date, the period commencing
                  on (and including) the Payment Date prior to the earlier of
                  the Maturity Date and the date on which the Class B1 Notes are
                  redeemed in accordance with their terms and ending on (but
                  excluding) the Maturity Date or the date on which the Class B1
                  Notes are so redeemed (as the case may be); and

         (c)      in relation to each other Payment Date, each period commencing
                  on (and including) the immediately preceding Payment Date and
                  ending on (but excluding) that Payment Date.

         CLASS B1 CURRENCY SWAP PROVIDER means initially Barclays Bank PLC and
         subsequently any replacement currency swap provider appointed in
         accordance with the Class B1 Currency Swap.

         CLASS B1 DOWNGRADE has the same meaning as Downgrade in the Class B1
         Currency Swap.

         CLASS B1 GLOBAL NOTE means any global note issued or to be issued by
         the Trustee under the Note Trust Deed representing Class B1 Notes.

         CLASS B1 NOTE means a Note issued as a Class B1 Note by the Trustee
         with the characteristics of a Class B1 Note under this Series Notice.

         CLASS B1 NOTEHOLDER means a Noteholder of a Class B1 Note.

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         CLASS B1 NOTE OWNER means, with respect to a Class B1 Global Note, the
         person who is the beneficial owner of such Class B1 Global Note, as
         reflected on the books of the Clearing Agency, or on the books of the
         person maintaining an account with such Clearing Agency (directly as
         Clearing Agency Participant or as an indirect participant) in each case
         in accordance with the rules of such Clearing Agency.

         CLASS B1 US$ EQUIVALENT means, in relation to an amount denominated or
         to be denominated in A$:

         (a)      prior to the termination of the Class B1 Currency Swap, the
                  amount converted to (and denominated in) US$ at the US$
                  Exchange Rate in relation to the Class B1 Notes; and

         (b)      after the termination of the Class B1 Currency Swap, the
                  amount that, when converted into Australian dollars at the
                  then-prevailing spot exchange rate in New York City for US
                  dollar purchases of Australian dollars, will equal the Class
                  B1 A$ Equivalent of the US dollar amount owing in respect of
                  principal or interest, as applicable, on the Class B1 Notes to
                  be paid from or by reference to such amount.

         CLASS B2 NOTE means a Note issued as a Class B2 Note by the Trustee
         with the characteristics of a Class B2 Note under this Series Notice.

         CLASS B2 NOTEHOLDER means a Noteholder of a Class B2 Note.

         CLEARING AGENCY means an organisation registered as a CLEARING AGENCY
         pursuant to section 17A of the Exchange Act appointed by the Trust
         Manager and the Trustee to hold Notes (directly or through a Common
         Depository), and initially means DTC.

         CLEARING AGENCY PARTICIPANT means a broker, dealer, bank, other
         financial institution or other person for whom from time to time a
         Clearing Agency effects book-entry transfers and pledges of securities
         deposited with the Clearing Agency.

         CLOSING DATE means, in relation to the Trust and any Purchased Loan,
         the date specified in the Sale Notice for that Purchased Loan as the
         Closing Date or where a Sale Notice is not required by the Master Trust
         Deed to be delivered, as specified in the procedures for transfer
         agreed in accordance with the Master Trust Deed.

         COLLECTION ACCOUNT means, in relation to the Trust, an account with NAB
         for so long as it is an Approved Bank, or any other account, opened and
         maintained by the Trustee with an Approved Bank under clause 26 of the
         Master Trust Deed.

         COLLECTION PERIOD means, in relation to a Payment Date, the period from
         (and including) the date which is 6 Business Days before the date that
         is 1 calendar month preceding that Payment Date to (but excluding) the
         date which is 6 Business Days before that Payment Date. The first
         Collection Period is the period from (but excluding) the first Cut-Off
         Date to (and including) [*]. The Collection Period in relation to the
         final Payment Date is the period from (and including) the date which is
         6 Business Days before the Payment Date immediately prior to that final
         Payment Date to (but excluding) the date which is 6 Business Days
         before that final Payment Date.

         COLLECTIONS means, in relation to the Trust for a period, Income and
         Mortgage Principal Repayments for that period.

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         COMMON DEPOSITORY means Cede & Co, as nominee for DTC or any Clearing
         Agency appointed from time to time to be (or to have its nominee be)
         the registered owner of a Global Note.

         CONDITIONS means the terms and conditions of the US$ Notes, as annexed
         to the Note Trust Deed.

         CORPORATIONS ACT means the Corporations Act 2001 (Cth).

         CURRENCY SWAP means the Class A2 Currency Swap or the Class B1
         Currency Swap.

         CURRENCY SWAP PROVIDER means the Class A2 Currency Swap Provider or
         the Class B1 Currency Swap Provider.

         CUT-OFF DATE means:

         (a)      in relation to any Purchased Loan, the date specified as the
                  Cut-Off Date for that Purchased Loan in the relevant Sale
                  Notice;

         (b)      in relation to any Loan originated in accordance with clause
                  9(b)(ii), the date for that Loan so specified in the
                  relevant Trust Manager's direction; or

         (c)      in relation to any Purchased Loan where a Sale Notice is not
                  required by the Master Trust Deed to be delivered, as
                  specified in the procedures for transfer agreed in accordance
                  with the Master Trust Deed.

         DEALER means each of [Barclays Capital Inc. and Macquarie Bank
         Limited].

         DEALER AGREEMENT means the Dealer Agreement dated on or about the date
         of this Series Notice between the Trustee, the Trust Manager and the
         Dealers in relation to the issue of the Class B2 Notes.

         DEFAULTING PARTY has:

         (a)      in relation to the Interest Rate Swap, the meaning given in
                  the Interest Rate Swap; and

         (b)      in relation to a Currency Swap, the meaning given in that
                  Currency Swap.

         DEFINITIVE NOTE means a US$ Note in definitive form issued or to be
         issued in respect of any US$ Note under, and in the limited
         circumstances specified in, the Note Trust Deed and includes any
         replacement for a Definitive Note issued under the Conditions.

         DESIGNATED RATING AGENCY means:

         (a)      (i)      in relation to the Class A1 Notes, S&P and any other
                           rating agency so specified prior to the issue of the
                           Class A1 Notes;

                  (ii)     in relation to the Class A2 Notes, S&P and Moody's;

                  (iii)    in relation to the Class B Notes, S&P; and

         (b)      otherwise, S&P and Moody's.

         DTC means The Depository Trust Company.

         ELIGIBILITY CRITERIA means the criteria set out in schedule 1.

         ENFORCEMENT EXPENSES means the costs and expenses incurred by an
         Approved Seller or the Servicer in connection with the enforcement of
         any Purchased Loans or the related Loan Rights.

         EXCHANGE ACT means the United States Securities Exchange Act of 1934,
         as amended.

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         EXPENSES has the meaning in the Master Trust Deed and includes any
         Trustee's Fee, any Trust Manager's Fee, any Servicer's Fee and any
         amounts payable or incurred by the Trustee, the Trust Manager or the
         Servicer in relation to the Trust under any Ancillary Facility but
         excluding:

         (a)      any Redraw; and

         (b)      any amounts required to be applied under clause 6 of the
                  Facilities Agreement to maintain the minimum balance required
                  to be standing in credit in the Trust Drawings Account (as
                  defined in the Facilities Agreement).

         EXPENSES MARGIN means the percentage as determined by the Servicer
         representing a margin to assist with the payment of Expenses and
         sufficient to allow each Designated Rating Agency to affirm the ratings
         on the Notes.

         FINANCIAL ADVISOR means a financial institution which is, in the
         reasonable opinion of the Trust Manager, experienced and competent in
         the assessment of investment cash flows and the provision of financial
         advice in relation thereto.

         GLOBAL NOTE means a Class A2 Global Note or a Class B1 Global Note.

         GOLD COMMITMENT means as at any date the then amortised facility limit
         under an Interstar "Line of Credit" Access Account Loan (as referred to
         in schedule 2) (or under an Interstar "Split" Access Account Loan (as
         referred to in schedule 2) which has the general characteristics of the
         Interstar "Gold" Access Account Loan (as referred to in schedule 2))
         which forms part of the Assets of the Trust.

         GST means any goods and services tax, broad based consumption tax or
         value added tax imposed by any Government Agency and includes any goods
         and services tax payable under the A New Tax System (Goods and Services
         Tax) Act 1999.

         HEDGE AGREEMENT in relation to the Trust, includes an Interest Rate
         Swap and a Currency Swap.

         INCOME means, in relation to a Collection Period, all moneys, rights
         and property which is received by the Trustee during that Collection
         Period by way of interest or otherwise in the nature of income in
         respect of the Authorised Investments and, without limiting the
         generality of the foregoing, includes:

         (a)      amounts attributable to interest received under Hedge
                  Agreements;

         (b)      interest on Income and any other moneys received;

         (c)      amounts in the nature of, or attributable to, interest derived
                  under a Support Facility (other than a Hedge Agreement);

         (d)      any Break Payments received from Obligors or Mortgage
                  Insurers; and

         (e)      interest and fees received from Obligors.

         INCOME PERCENTAGE means, in relation to a Residual Income Beneficiary
         at any time, the subscription price paid by that Residual Income
         Beneficiary for all Residual Income Units held by that Residual Income
         Beneficiary divided by the total subscription prices of all Residual
         Income Units recorded in the Register maintained under clause 10.4 at
         that time, expressed as a percentage.

         INFORMATION MEMORANDUM means:

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         (a)      in relation to the US$ Notes, the prospectus relating to those
                  US$ Notes dated on or about [*];

         (b)      in relation to the Class B2 Notes, the information memorandum
                  relating to those Class B2 Notes dated [*]; and

         (c)      in relation to Class A1 Notes, any information memorandum,
                  prospectus or other selling or distribution information
                  relating to those Class A1 Notes,

         and includes any supplement to or amendment of that prospectus or
         information memorandum (as the case may be).

         INITIAL PRINCIPAL AMOUNT means, in respect of a Note, the amount
         specified in clause 4.2 as the Initial Principal Amount for that Note.

         INTEREST means, in respect of a Note and an Interest Period for a Note,
         all interest accrued on the Note in respect of that Interest Period in
         accordance with clause 4.8.

         INTEREST ADJUSTMENT means, in relation to an Approved Seller, all
         interest and fees accrued on the Purchased Loans, purchased from that
         Approved Seller, up to (but excluding) the Closing Date for those
         Purchased Loans which are unpaid as at the close of business on that
         Closing Date.

         INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed
         and:

         (a)      each US$ Note, each Quarterly Payment Date;

         (b)      each Class B2 Note, each Payment Date; and

         (c)      each Class A1 Note, the date specified as such in respect of
                  that Note at its issue.

         INTEREST PERIOD means:

         (a)      in relation to a US$ Note and:

                  (i)     the first Interest Period for that Note, the period
                          commencing on (and including) the Note Issue Date and
                          ending on (but excluding) the first Quarterly Payment
                          Date;

                  (ii)    the final Interest Period for that Note, the period
                          commencing on (and including) the Quarterly Payment
                          Date prior to the earlier of the Maturity Date and the
                          date on which that Note is redeemed in accordance with
                          its terms and ending on (but excluding) the Maturity
                          Date or the date on which that Note is so redeemed (as
                          the case may be); and

                  (iii)   each other Interest Period for that Note, each period
                          commencing on (and including) a Quarterly Payment Date
                          and ending on (but excluding) the next Quarterly
                          Payment Date; and

         (b)      in relation to a Registered Note and:

                  (i)     the first Interest Period for that Note, the period
                          commencing on (and including) the issue date of that
                          Note and ending on (but excluding) the first Payment
                          Date;

                  (ii)    the final Interest Period for that Note, the period
                          commencing on (and including) the Payment Date prior
                          to the earlier of the Maturity Date and the date on
                          which
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                          that Note is redeemed in accordance with its terms and
                          ending on (but excluding) the Maturity Date and the
                          date on which that Note is so redeemed (as the case
                          may be); and

                  (iii)   each other Interest Period for that Note, each period
                          commencing on (and including) a Payment Date and
                          ending on (but excluding) the next Payment Date.

         INTEREST RATE means:

         (a)      in relation to a US$ Note and an Interest Period for that US$
                  Note:

                  (i)     LIBOR on the relevant Rate Reset Date for that
                          Interest Period; plus

                  (ii)    the MBS Margin for that US$ Note; plus

                  (iii)   from (and including) the Step-Up Margin Date, the
                          Step-Up Margin for that US$ Note;

         (b)      in relation to a Class B2 Note and an Interest Period for that
                  Class B2 Note:

                  (i)     the Bank Bill Rate on the relevant Rate Reset Date for
                          that Interest Period; plus

                  (ii)    the MBS Margin for that Class B2 Note; plus

                  (iii)   from (and including) the Step-Up Margin Date, the
                          Step-Up Margin for that Class B2 Note; and

         (c)      in relation to a Class A1 Note and an Interest Period for that
                  Class A1 Note, the interest rate specified in respect of that
                  Class A1 Note at its issue.

         INTEREST RATE SWAP means any interest rate swap agreement between a
         party which is an Authorised Swap Provider on the date the swap
         agreement is entered into, the Trust Manager and the Trustee, together
         with the schedules and confirmations with respect thereto, in relation
         to the interest rate risk arising from a Loan which at any time bears a
         fixed rate of interest as at that time.

         INTEREST RATE SWAP PROVIDER means a counterparty who enters into an
         Interest Rate Swap with the Trustee.

         INVESTMENT RATE means the rate determined as the Investment Rate from
         time to time under this Series Notice and the Servicing Agreement.

         LEAD MANAGER means Barclays Capital Inc.

         LIBOR means, in relation to any Interest Period for a US$ Note, the
         rate applicable for deposits in US dollars for a period of 3 months
         which appears on the Telerate Page 3750 as of 11.00 am, London time, on
         the relevant Rate Reset Date (or, in the case of the first Interest
         Period for a US$ Note, the linear interpolation of the rates applicable
         for deposits in US dollars for [two and three] months which appear on
         the Telerate Page 3750 as of 11:00am, London time, on the relevant Rate
         Reset Date). If such rate does not appear on the Telerate Page 3750,
         the rate for that Interest Period will be determined as if the Trustee
         and the Calculation Agent had specified USD-LIBOR-REFERENCE BANKS as
         the applicable Floating Rate Option under the Definitions of the
         International Swaps and Derivatives Association, Inc. (ISDA)
         incorporating the 2000 ISDA definitions, as amended and updated as at
         the Note Issue Date (the ISDA DEFINITIONS). USD-LIBOR-REFERENCE BANKS
         means that the rate for an Interest Period for a US$ Note will be
         determined on the basis of the rates at

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         which deposits in US dollars are offered by four major banks in the
         London interbank market agreed to by the Calculation Agent and the
         relevant Currency Swap Provider (the REFERENCE BANKS) at approximately
         11.00 am, London time, on the relevant Rate Reset Date to prime banks
         in the London interbank market for a period of 3 months commencing on
         the first day of the Interest Period and in a Representative Amount
         (as defined in the ISDA Definitions). The Calculation Agent will
         request the principal London office of each of the Reference Banks to
         provide a quotation of its rate. If at least two such quotations are
         provided by Reference Banks to the Calculation Agent, the rate for
         that Interest Period will be the arithmetic mean of the quotations. If
         fewer than two quotations are provided by Reference Banks to the
         Calculation Agent following the Calculation Agent's request, the rate
         for that Interest Period will be the arithmetic mean of the rates
         quoted by four major banks in New York City, selected by the
         Calculation Agent and the relevant Currency Swap Provider, at
         approximately 11.00 am, New York City time, on that Rate Reset Date
         for loans in US dollars to leading European banks for a period of 3
         months commencing on the first day of the Interest Period and in a
         Representative Amount. If no such rates are available in New York
         City, then the rate for such Interest Period will be the most recently
         determined rate in accordance with this definition.

         LIQUID AUTHORISED INVESTMENTS as at any date means any of the following
         Authorised Investments:

         (a)      Bills, promissory notes or other negotiable instruments
                  accepted drawn or endorsed by a Bank which has a short term
                  rating of at least A-1+ from S&P and P-1 from Moody's which is
                  approved by the Trust Manager in writing;

         (b)      cash and/or deposits with an Approved Bank, or the acquisition
                  of certificates of deposit or any other debt security issued
                  by a Bank which has a short term rating of at least A-1+ from
                  S&P and P-1 from Moody's which is approved by the Trust
                  Manager in writing;

         (c)      loan securities issued, secured or guaranteed by the
                  Government of Australia or any State or Territory within the
                  Commonwealth of Australia;

         (d)      any other Authorised Investments of a type approved by each
                  Designated Rating Agency for the purposes of clause 6.4(a).

         LIQUIDATED LOAN means a Purchased Loan with respect to which a default
         has occurred and the Trust Manager has determined that all Liquidation
         Proceeds likely to be recoverable have been recovered, having regard
         to:

         (a)      the enforcement of the Mortgage and any Loan Security in
                  relation to that Purchased Loan;

         (b)      any sale of the Land subject to the Mortgage in relation to
                  that Purchased Loan;

         (c)      any proceeds paid on the compulsory acquisition of that Land
                  by any Government Agency;

         (d)      any payments received from any relevant Obligor on account of
                  any amount outstanding under that Purchased Loan;

         (e)      such other matters as the Trust Manager reasonably determines
                  to be relevant.

         LIQUIDATION LOSS means, in relation to a Purchased Loan which becomes a
         Liquidated Loan during a Collection Period, the Unpaid Balance of that
         Purchased Loan after the application of all

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         Liquidation Proceeds relating to that Purchased Loan, including any
         Enforcement Expenses in respect of that Purchased Loan.

         LIQUIDATION PROCEEDS means, in relation to a Purchased Loan, the amount
         received by or on behalf of the Trustee in connection with the
         liquidation of such Purchased Loan including, without limitation:

         (a)      proceeds arising from the enforcement of the Mortgage in
                  relation to that Purchased Loan and sale of the Land subject
                  to that Mortgage;

         (b)      proceeds arising from the enforcement of any Loan Security in
                  relation to that Purchased Loan;

         (c)      the proceeds of any claim under the relevant Mortgage
                  Insurance Policy or Title Insurance Policy; and

         (d)      proceeds arising from any resumption or compulsory acquisition
                  of the relevant Land by any Government Agency.

         LIQUIDITY PURPOSES includes:

         (a)      funding Redraws under clause 6.3; and

         (b)      funding advances to Obligors under any Loan Agreement which
                  provides for a line of credit facility or revolving credit
                  facility.

         LOAN means, in relation to the Trust, the rights of an Approved Seller
         or the Trustee (as the case may require) under or in respect of Loans
         (as defined in the Master Trust Deed) which are acceptable to the
         Trustee (in all cases in the form certified by the relevant Approved
         Seller before the Sale Notice, where those rights are to be acquired
         from an Approved Seller, other than Perpetual Trustees Victoria Limited
         as trustee of any trust, is or was given, and as certified thereafter
         from time to time).

         LOAN AMOUNT means, in relation to a Loan held by the Trustee, the
         principal amount of that Loan from time to time.

         LOAN TO VALUE RATIO means, in relation to a Loan, the ratio (expressed
         as a percentage) which the outstanding amount of the Loan secured or to
         be secured by the related Mortgage bears to the value of the Land
         mortgaged or to be mortgaged both at the time the Obligor entered into
         the relevant Loan Agreement.

         MATURITY DATE means, for all Notes, the maturity date specified in
         clause 4.2.

         MBS MARGIN means, in relation to a Note, the margin specified in clause
         4.2 as the MBS Margin for that Note.

         MORTGAGE INSURANCE POLICY means, in relation to a Loan, an insurance
         contract issued by a Mortgage Insurer which:

         (a)      insures, during the whole of the proposed term of the Loan,
                  against the risk of default by an Obligor covering:

                  (i)     the whole of the Loan Amount due under the Loan;

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                  (ii)    any reasonable expenses incurred in enforcing the Loan
                          and relevant Loan Securities;

                  (iii)   any unpaid interest calculated at the interest rate
                          applicable if interest is paid on the due date; and

                  (iv)    the timely payment for a period of at least 12 months
                          after the date upon which a claim is made under that
                          contract of interest payments under the Loan which
                          remain outstanding for a period of 14 days;

         (b)      provides that if the Loan is subject to the Consumer Credit
                  Legislation then the obligation of the Mortgage Insurer to pay
                  the amounts above cannot be reduced or denied consequent upon
                  a court or tribunal making an order under the Consumer Credit
                  Legislation for a change to the terms of the Loan or the
                  relevant credit contract relating to that Loan; and

         (c)      provides for the Trustee as the insured party.

         MORTGAGE INSURER means PMI Indemnity Limited (ABN 49 000 781 171), GE
         Capital Mortgage Insurance Corporation (Australia) Pty Ltd (ABN 52 081
         488 440), the Commonwealth of Australia, PMI Mortgage Insurance Ltd
         (formerly MGICA Ltd) (ABN 70 000 511 071), Royal & Sun Alliance Lenders
         Mortgage Insurance Ltd (ABN 55 001 825 725) or such other corporation
         or corporations as approved from time to time by the Trust Manager and
         each Designated Rating Agency.

         MORTGAGE PRINCIPAL REPAYMENTS means, in relation to a Collection
         Period, all amounts received by the Trustee during that Collection
         Period in connection with a Loan or Loan Security being:

         (a)      in respect of the repayment of any part of the Loan Amount
                  under the Loan;

         (b)      any net receipts of a principal or capital nature received in
                  respect of any enforcement or recovery proceedings in
                  respect of the Loan or Loan Security;

         (c)      any net receipts of a principal or capital nature under a
                  Support Facility in respect of the Loan or Loan Security;

         (d)      any other amount which, under clause 6.5(a)(vii) or 9(c), is
                  to be treated as a Mortgage Principal Repayment received by
                  the Trustee during that Collection Period; and

         (e)      any other amount received on, under or in relation to the Loan
                  or Loan Security and which is not Income.

         NAB means National Australia Bank Limited.

         NON-LIQUID AUTHORISED INVESTMENTS means Authorised Investments other
         than Liquid Authorised Investments.

         NOTE means a note referred to in clause 4.

         NOTEHOLDER means the person who:

         (a)      in relation to a Definitive Note or a Global Note at any time,
                  is registered in the Note Register as the holder of that
                  Definitive Note or Global Note (as the case may be) at that
                  time; and

         (b)      in relation to a Registered Note at any time, is registered in
                  the Register as the holder of that Note at that time.

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         NOTE ISSUE DATE means [*].

         NOTE MANAGER means each Dealer and each Underwriter.

         NOTE OWNER means a Class A2 Note Owner or a Class B1 Note Owner.

         NOTE REGISTER means the register kept by the Note Registrar to provide
         for the registration and transfer of US$ Notes under the Note Trust
         Deed and the Agency Agreement.

         NOTE REGISTRAR means, initially The Bank of New York, New York branch,
         or any successor note registrar appointed under the Agency Agreement.

         NOTE TRUST DEED means the Note Trust Deed dated on or about the date of
         this Series Notice between the Note Trustee, the Trustee and the Trust
         Manager.

         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         [*] issued under the Master Trust Deed in relation to the Trust.

         OBLIGOR means an Obligor as defined in the Master Trust Deed and may be
         a resident of any country.

         OTHER TRUST means any Trust (as defined in the Master Trust Deed) other
         than the Trust.

         PAYING AGENT means any person for the time being appointed as a Paying
         Agent under the Agency Agreement and includes the Principal Paying
         Agent.

         PAYMENT DATE means, subject to clause 3.4(b), the 20th day of each
         month, the first such date being 20 [March] 2003.

         PORTFOLIO OF LOANS means all Loans specified in a Note Issue Direction
         or Sale Notice.

         PREFUNDING ACCOUNT means the account held by the Trustee in its
         capacity as trustee of the Trust with an Approved Bank into which will
         be or is deposited the Prefunding Amount.

         PREFUNDING AMOUNT has the meaning given in clause 9.

         PREFUNDING END DATE means the first Quarterly Payment Date.

         PRESCRIBED MINIMUM LEVEL means, at any time, 1% of the aggregate of:

         (a)      the Class A2 A$ Equivalent of the Principal Amount of all
                  Class A2 Notes then outstanding;

         (b)      the Class B1 A$ Equivalent of the Principal Amount of all
                  Class B1 Notes then outstanding; and

         (c)      the Principal Amount of all Registered Notes then outstanding,

         or such other percentage as determined by the Trust Manager and
         confirmed by each Designated Rating Agency that such percentage is not
         detrimental to the rating (including a qualification or a withdrawal of
         a rating) of any Notes outstanding at that time.

         PRINCIPAL AMOUNT means, on a date in relation to a Note, the Initial
         Principal Amount of that Note minus the aggregate of Principal Payments
         made in respect of that Note on or before that date.

         PRINCIPAL ENTITLEMENT means, in relation to a Note for the purposes of
         the Master Trust Deed, the Principal Amount of the Note at the Maturity
         Date.

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         PRINCIPAL LOSS means, in relation to a Collection Period, the amount of
         any Liquidation Loss for that Collection Period referred to in clause
         6.2(a)(xiv)(B).

         PRINCIPAL PAYING AGENT means initially The Bank of New York, New York
         branch or such other person appointed as principal paying agent under
         the Agency Agreement.

         PRINCIPAL PAYMENT means a payment in relation to a Note under clause
         6.6.

         PRINCIPAL REPAYMENT DATE means, for the purposes of the Master Trust
         Deed, and:

         (a)      each US$ Note, each Quarterly Payment Date;

         (b)      each Class B2 Note, each Payment Date; and

         (c)      each Class A1 Note, each date specified as such in respect of
                  that Note at its issue.

         PROPERTY RESTORATION EXPENSES means costs and expenses incurred by or
         on behalf of the Trustee in repairing, maintaining or restoring to an
         appropriate state of repair and condition any Mortgaged Property, in
         exercise of a power conferred on the relevant mortgagee under the
         relevant Purchased Loan and Relevant Documents.

         PURCHASED LOAN means each Loan and the related Loan Rights specified in
         a Sale Notice (or, where relevant, in accordance with the procedures
         agreed under the Master Trust Deed) which is accepted by the Trustee,
         unless the Trustee has ceased to have an interest in that Loan.

         QUARTERLY PAYMENT DATE means, subject to clause 3.4(b):

         (a)      the first Quarterly Payment Date is 20 [May 2003]; and

         (b)      each subsequent Quarterly Payment Date is the 20th day of each
                  [February, May, August and November].

         QUARTERLY PERIOD means:

         (a)      each Interest Period for the US$ Notes; and

         (b)      in relation to a Quarterly Payment Date, the period commencing
                  on (and including) the immediately preceding Quarterly Payment
                  Date or the Note Issue Date (as the case may be) and ending on
                  (but excluding) that Quarterly Payment Date or the date on
                  which all of the US$ Notes are redeemed.

         RATE RESET DATE means:

         (a)      in relation to an Interest Period and a US$ Note, the date
                  which is 2 Business Days before the beginning of the Interest
                  Period for that US$ Note. In this paragraph (a) of the
                  definition of Rate Reset Date, BUSINESS DAY means any day on
                  which banks are open for business (including dealings in
                  foreign exchange and foreign currency deposits) in London and
                  New York City; and

         (b)      in relation to an Interest Period and a Registered Note, the
                  first day of the Interest Period for that Note.

         RECORD DATE means for the purposes of the Master Trust Deed in relation
         to a date for payment of any amount in relation to a Note, 4.00 pm
         (Melbourne time) on the date which is 4 Business Days before that date
         for payment.

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         RECOVERY AMOUNT means, in relation to a Payment Date, the aggregate of
         all amounts applied on that Payment Date under clauses 6.5(a)(viii) and
         6.5(a)(ix).

         REDRAW means, in relation to any Collection Period, an amount
         re-advanced to an Obligor by the Trustee under a Loan held by the
         Trustee in respect of any previous Additional Repayments of the
         Obligor.

         REGISTERED NOTE means a Class A1 Note or a Class B2 Note.

         REGISTERED NOTEHOLDER means, in relation to a Registered Note at any
         time, the holder of that Registered Note at that time.

         RESIDUAL CAPITAL UNIT has the meaning given in clause 10.1.

         RESIDUAL INCOME UNIT has the meaning given in clause 10.1.

         REUTERS MONITOR SYSTEM means the monitor system used by AAP Reuters
         Economic Services (and its successors and assigns) or any similar
         monitor system as agreed upon from time to time by the Trust Manager
         and the Trustee.

         SALE NOTICE means any Sale Notice (as defined in the Master Trust Deed)
         which may be given by an Approved Seller to the Trustee as trustee of
         the Trust on or after the date of execution of this Series Notice and
         which is subsequently accepted by the Trustee.

         SECURITIES ACT means the United States Securities Act of 1933, as
         amended.

         SECURITY TRUST DEED means the security trust deed dated on or before
         the date of this Series Notice between the Trustee, the Trust Manager,
         the Security Trustee and the Note Trustee.

         SERVICER'S FEE has the meaning given in clause 7.1(d).

         SHORTFALL has the meaning given in clause 6.5(d).

         STEP-UP MARGIN means:

         (a)      in relation to a Class A2 Note, [*]% per annum;

         (b)      in relation to a Class B1 Note,  [*]% per annum; and

         (c)      in relation to a Class B2 Note, [*]% per annum.

         STEP-UP MARGIN DATE means:

         (a)      in relation to any Class A2 Notes, the Payment Date in
                  February 2010;

         (b)      in relation to any Class B1 Notes, the Payment Date in
                  February 2010; and

         (c)      in relation to any Class B2 Notes, the Payment Date in
                  February 2010.

         SUBJECT PROPERTY means the freehold land or leasehold land to be
         mortgaged pursuant to a proposed Loan.

         SUPPORT FACILITY has the meaning given to it in the Master Trust Deed
         (as amended by this Series Notice) and includes any Title Insurance
         Policy.

         SUPPORT FACILITY PROVIDER has the meaning given to it in the Master
         Trust Deed (as amended by this Series Notice) but does not include any
         person who has provided or agreed to provide any Mortgage Insurance
         Policy or Title Insurance Policy.

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         SWAP PROVIDER means, in relation to a Hedge Agreement, the
         counterparty which enters into that arrangement with the Trustee.

         THRESHOLD REQUIREMENTS means, at any time, the existence of each of
         the following conditions:

         (a)      there are no Carryover Charge-offs at that time;

         (b)      no more than 5% (by principal balance) of the Purchased Loans
                  are in Arrears by an amount equal to two or more monthly
                  payments at that time; and

         (c)      an amount equal to the aggregate of:

                  (i)     the Class B1 A$ Equivalent of the Principal Amount of
                          all Class B1 Notes outstanding at that time; plus

                  (ii)     the Principal Amount of all Class B2 Notes
                           outstanding at that time,

                  is not less than 0.25% of the amount equal to the aggregate
                  of:

                  (i)     the Initial Principal Amount of all Class B2 Notes on
                          the Note Issue Date; plus

                  (ii)    the Class A2 A$ Equivalent of the Initial Principal
                          Amount of all Class A2 Notes on the Note Issue Date;
                          plus

                  (iii)   the Class B1 A$ Equivalent of the Initial Principal
                          Amount of all Class B1 Notes on the Note Issue Date.

         TITLE INSURANCE POLICY means, in relation to a Mortgage, an insurance
         policy issued by a Title Insurer in a form reasonably acceptable to the
         Trustee which insures against losses arising from that Mortgage
         providing insufficient security for the relevant Loan, including, as a
         result of the Mortgage:

         (a)      being subject to any prior encumbrance;

         (b)      not being validly registered; or

         (c)      being invalid or unenforceable.

         TITLE INSURER means First American Title Insurance Company of Australia
         Pty Limited (ABN 64 075 279 908) or any other entity approved from time
         to time by the Trust Manager and which each Designated Rating Agency
         has confirmed will not cause the downgrade or withdrawal of the rating
         of any Note.

         TOTAL INITIAL PRINCIPAL AMOUNT means, at any time in respect of a
         Class, the sum of all Initial Principal Amounts for all Notes in that
         Class.

         TOTAL PRINCIPAL AMOUNT means, at any time in respect of a Class, the
         sum of all Principal Amounts at that time for all Notes in that Class.

         TRANSACTION DOCUMENT means each of the following documents:

         (a)      this Series Notice;

         (b)      the Master Trust Deed;

         (c)      the Notice of Creation of Trust;

         (d)      the Currency Swap;

         (e)      the Interest Rate Swap;

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         (f)      the Investment Management Agreement;

         (g)      the Agency Agreement;

         (h)      the Note Trust Deed;

         (i)      each Note;

         (j)      the Security Trust Deed;

         (k)      the Seller Accession Certificate dated 16 June 2000 between
                  Interstar Nominees (R) Pty Limited, Perpetual Trustees
                  Victoria Limited and the Servicer;

         (l)      the Seller Accession Certificate dated [*] 2003 between
                  Interstar Securities (Australia) Pty Limited, Perpetual
                  Trustees Victoria Limited and the Servicer;

         (m)      the Seller Accession Certificate dated 3 December 1999 between
                  Interstar Nominees (B) Pty Limited, Perpetual Trustees
                  Victoria Limited and the Servicer;

         (n)      any other document which is expressed to be, or which is
                  agreed by the Trust Manager and the Trustee to be, a
                  TRANSACTION DOCUMENT for the purposes of this Series Notice;
                  and

         (o)      any other document that is executed under or which is or is
                  expressed to be incidental or collateral to, any other
                  Transaction Document.

         TRUST means the Interstar Millennium Series 2003-1G Trust constituted
         under the Master Trust Deed and the Notice of Creation of Trust.

         TRUST MANAGER'S FEE has the meaning given in clause 7.1(a).

         TRUSTEE'S FEE has the meaning given in clause 7.1(b).

         UNDERWRITER means each of [Barclays Capital Inc., [*] and Macquarie
         Bank Limited].

         UNDERWRITING AGREEMENT means the Underwriting Agreement dated on or
         about the date of this Series Notice between the Trustee and the
         Underwriters.

         US$ ACCOUNT means the US$ account opened and maintained for the
         purposes of the Trust outside Australia with the Principal Paying Agent
         (so long as the Principal Paying Agent is an Approved Bank) or with
         such other person who is an Approved Bank.

         US$ EXCHANGE RATE means, on any date:

         (a)      in relation to the Class A2 Notes, the rate of exchange (set
                  as at the commencement of the Class A2 Currency Swap)
                  applicable under the Class A2 Currency Swap for the exchange
                  of Australian dollars for US dollars; and

         (b)      in relation to the Class B1 Notes, the rate of exchange (set
                  as at the commencement of the Class B1 Currency Swap)
                  applicable under the Class B1 Currency Swap for the exchange
                  of Australian dollars for US dollars.

         US$ NOTE means a Class A2 Note or a Class B1 Note.

         US$ NOTEHOLDER means a Noteholder of a US$ Note.

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3.2      INTERPRETATION

         (a)      Clause 1.2 of the Master Trust Deed is incorporated into this
                  Series Notice as if set out in full, except that any reference
                  to DEED is replaced by a reference to SERIES NOTICE and any
                  reference to A TRUST is replaced by a reference to THE
                  TRUST.

         (b)      (i)      A reference to US DOLLARS or US$ is to the currency
                           of the United States of America.

                  (ii)     A reference to AUSTRALIAN DOLLARS or A$ is to the
                           currency of Australia.

         (c)      a Downgrade will be deemed to SUBSIST until such time as
                  provided in the relevant Currency Swap.

3.3      LIABILITY

         (a)      (GENERAl) Clause 32 of the Master Trust Deed, as amended by
                  the Notice of Creation of Trust and this Series Notice,
                  applies to the obligations and liabilities of the Trustee and
                  the Trust Manager under this Series Notice.

         (b)      (LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY)

                  Without limiting the generality of paragraph (a), clause 32.16
                  of the Master Trust Deed as amended by this Series Notice is
                  incorporated into this Series Notice as if set out in full,
                  except that any reference to DEED is replaced by a reference
                  to Series Notice and any reference to TRUST refers to the
                  Trust.

          (c)     (UNRESTRICTED REMEDIES)  Nothing in this clause 3.3 limits a
                  person in:

                  (i)      obtaining an injunction or other order to restrain
                           any breach of this agreement by any party; or

                  (ii)     obtaining declaratory relief.

          (d)     (RESTRICTED REMEDIES)  Except as provided in paragraphs (a)
                  and (b) and subject to paragraph (c), no person shall:

                  (i)      (STATUTORY DEMAND)  issue any demand under s459E(1)
                           of the Corporations Act (or any analogous provision
                           under any other law) against the Trustee;

                  (ii)     (WINDING UP)  apply for the winding up or dissolution
                           of the Trustee;

                  (iii)    (EXECUTION) levy or enforce any distress or other
                           execution to, on, or against any assets of the
                           Trustee (other than the Assets of the Trust);

                  (iv)     (COURT APPOINTED RECEIVER)  apply for the appointment
                           by a court or a receiver to any of the assets of the
                           Trustee (other than the Assets of the Trust);

                  (v)      (JUDGMENT)  obtain a judgment for the payment of
                           money or damages by the Trustee;

                  (vi)     (SET-OFF OR COUNTERCLAIM)  exercise or seek to
                           exercise any set-off or counterclaim against the
                           Trustee (other than in respect of the Assets of the
                           Trust); or

                  (vii)    (ADMINISTRATOR) appoint, or agree to the appointment
                           of, any administrator to the Trustee,

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               or take proceedings for any of the above and each party
               (including each Noteholder) waives its rights to make those
               applications and take those proceedings.

3.4      PAYMENT TO BE MADE ON BUSINESS DAY

          (a)  If any payment is due under a Transaction Document on a day which
               is not a Business Day, the due date will be the next Business Day
               unless that day falls in the next calendar month, in which case
               the due date will be the preceding Business Day.

          (b)  If any Payment Date or Quarterly Payment Date falls on a day
               which is not a Business Day, the Payment Date or Quarterly
               Payment Date (as the case may be) will be the next Business Day.

4.       NOTES
--------------------------------------------------------------------------------
4.1      CONDITIONS OF NOTES

          (a)  The conditions of the Registered Notes will be as set out in the
               Master Trust Deed, as supplemented and amended by the provisions
               set out in this Series Notice.

          (b)  The conditions of the US$ Notes will be as set out in the Master
               Trust Deed (as supplemented and amended by this Series Notice)
               and the Conditions.

4.2      SUMMARY OF CONDITIONS OF NOTES

         Under clause 9.3 of the Master Trust Deed, the Trust Manager provides
         the following information in respect of the Notes.

<TABLE>
<CAPTION>

<S>             <C>                            <C>      <C>
       (a)      Class of Note:                 there will be the following Classes of Notes:
                                               (i)      Class A1 Notes

                                               (ii)     Class A2 Notes

                                               (iii)    Class B1 Notes

                                               (iv)     Class B2 Notes

       (b)      Total Initial Principal        (i)      the Class A1 Notes - the aggregate of the Initial
                Amount of each Class of                 Principal Amounts of those Class A1 Notes on the
                Notes:                                  relevant Note Issue Date

                                               (ii)     Class A2 Notes - US$[750,000,000]

                                               (iii) Class B1 Notes - US$[25,000,000]

                                               (iv)     Class B2 Notes - A$[*]

       (c)      Manner and order in which      as set out in clause 6
                principal and interest is to
                be paid on Notes:

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       (d)      MBS Margin:                    (i)      any Class A1 Note, the percentage per annum as
                                                        determined by the Trust Manager and notified to the
                                                        Trustee on the relevant Note Issue Date

                                               (ii)     any Class A2 Note, [*]% per annum;

                                               (iii)    any Class B1 Note, [*]% per annum; and

                                               (iv)     any Class B2 Note, [*]% per annum.

       (e)      Initial Principal Amount:      (i)      any Class A1 Note - the amount as determined by the
                                                        Trust Manager and notified to the Trustee
                                                        on the date which is 4 Business Days before the
                                                        relevant Note Issue Date

                                               (ii)     any Class A2 Note - subject to clause
                                                        4.3(b), each denominated with an Initial
                                                        Principal Amount of US$100,000 per Note and,
                                                        thereafter, with minimum increments of US$1,000

                                               (iii)    any Class B1 Note - subject to clause
                                                        4.3(b), each denominated with an Initial
                                                        Principal Amount of US$100,000 per Note and,
                                                        thereafter, with minimum increments of US$1,000

                                               (iv)     any Class B2 Note - subject to clause 4.3(a), each
                                                        denominated with an Initial Principal Amount of
                                                        A$10,000 per Note

       (f)      Rating:                        (i)      Class A1 Notes - such rating (if any) notified by
                                                        the Trust Manager to the Trustee as approved by
                                                        each Designated Rating Agency for those Class
                                                        A1 Notes at the relevant Note Issue Date

                                               (ii)     Class A2 Notes - AAA long term rating from
                                                        S&P and Aaa long term rating from Moody's

                                               (iii)    Class B1 Notes - [AA-] (CreditWatch Developing) long
                                                        term rating from S&P

                                               (iv)     Class B2 Notes - AA- (CreditWatch Developing) long
                                                        term rating from S&P

       (g)      Issue Price:                   (i)      any Class A1 Note - issued at par value

                                               (ii)     any Class A2 Note - issued at par value

                                               (iii)    any Class B1 Note - issued at par value

                                               (iv)     any Class B2 Note - issued at par value

       (i)      Maturity Date:                 Quarterly Payment Date falling in July 2035
</TABLE>

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4.3      ISSUE OF NOTES

          (a)  The Registered Notes must be issued in minimum parcels or
               subscriptions which have an aggregate Initial Principal Amount of
               A$500,000, (disregarding any amount payable to the extent to
               which it is to be paid out of money lent by the person offering
               the Notes or an associate (as defined in Division 2 of Part 1.2
               of the Corporations Act)) or must otherwise constitute an issue
               that is not required to be disclosed under Part 6D.2 of the
               Corporations Act.

          (b)  The US$ Notes must be issued in minimum parcels or subscriptions
               which have an aggregate Initial Principal Amount of US$100,000
               and in amounts, or on terms, such that their offer for
               subscription and their issue will comply with:

               (i)  the Financial Services and Markets Act 2000 (UK) and all
                    regulations made under or in relation to that Act and the
                    Public Offers of Securities Regulations 1995; and

               (ii) the Securities Act, the Exchange Act, all regulations made
                    under or in relation to them, and all other laws or
                    regulations of any jurisdiction of the United States of
                    America regulating the offer or issue of, or subscription
                    for, Notes.

          (c)  No Registered Note has been or will be registered under the
               Securities Act and the Registered Notes must not be offered or
               sold within the United States or to, or for the account or
               benefit of, US persons except in accordance with Regulation S
               under the Securities Act or pursuant to an exemption from the
               registration requirements of the Securities Act. Terms used in
               this paragraph have the meanings given to them by Regulation S
               under the Securities Act.

4.4      TRUSTEE'S COVENANT TO NOTEHOLDERS

         Subject to the terms of the Master Trust Deed and this Series Notice,
         the Trustee:

         (a)  acknowledges its indebtedness in respect of the Principal Amount
              of each Note; and

         (b)  covenants for the benefit of the Security Trustee, each
              Registered Noteholder and the Note Trustee on behalf of the US$
              Noteholders (subject to receiving any directions required under
              and given in accordance with the Transaction Documents):

               (i)   to make all payments on or in respect of the Notes held by
                     that Noteholder on the due date for payment;

               (ii)  to comply with the terms of this Series Notice and the
                     Transaction Documents to which it is a party; and

               (iii) to pay the Principal Amount in relation to the Notes held
                     by that Noteholder on the Maturity Date together with
                     accrued and unpaid interest thereon.

4.5      REPAYMENT OF NOTES ON PRINCIPAL REPAYMENT DATES

         (a)  On each Principal Repayment Date for a Note, the Principal Amount
              of that Note shall be reduced by, and the obligations of the
              Trustee with respect to that Note shall be discharged to the
              extent of, the amount of the Principal Payment made on that
              Principal Repayment Date in respect of that Note.

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         (b)  All Principal Payments on the US$ Notes will be made in US
              dollars.

         (c)  All Principal Payments on the Registered Notes will be made in
              Australian dollars.

4.6      FINAL REDEMPTION


         Each Note shall be finally redeemed, and the obligations of the Trustee
         with respect to the payment of the Principal Amount of that Note shall
         be finally discharged, on the first to occur of:

         (a)  the date on which the Principal Amount of that Note is reduced to
              zero;

         (b)  the date on which the relevant Noteholder renounces in writing
              all of its rights to all amounts payable under or in respect of
              that Note;

         (c)  in relation to:

               (i)  the US$ Notes, the date on which all amounts received by the
                    Note Trustee with respect to the enforcement of the Security
                    Trust Deed and payable to the US$ Noteholders are paid to
                    the US$ Noteholders; and

               (ii) the Registered Notes, the date on which all amounts received
                    with respect to the enforcement of the Security Trust Deed
                    and payable to the Registered Noteholders are paid to the
                    Registered Noteholders;

         (d)  the Payment Date immediately following the date on which the
              Trustee completes a sale and realisation of all Assets of the
              Trust in accordance with the Master Trust Deed and this Series
              Notice; and

         (e)  the date on which the Note is cancelled or redeemed under clause
              6.6.

4.7      PERIOD DURING WHICH INTEREST ACCRUES

         Each Note bears interest calculated and payable in arrears in
         accordance with this Series Notice from the relevant Note Issue Date to
         the date upon which that Note is finally redeemed in accordance with
         clause 4.6.

4.8      CALCULATION OF INTEREST

          (a)  Interest payable on each Note in respect of each Interest Period
               for that Note is calculated:

               (i)   on a daily basis at the applicable Interest Rate;

               (ii)  on the Principal Amount of that Note as at the first day of
                     that Interest Period; and

               (iii) on the basis of the actual number of days in that Interest
                     Period and:

                    (A)  in the case of the US$ Notes, a year of 360 days; and

                    (B)  in the case of the Registered Notes, a year of 365
                         days, and shall accrue due from day to day.

          (b)  The Step-Up Margin for each Class of Notes is the percentage per
               annum which:

               (i)  applies following the relevant Step-Up Margin Date for that
                    Class;

               (ii) is, in the case of any:

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                    (A)  Class A2 Notes, [*]% per annum;

                    (B)  Class B1 Notes, [*]% per annum; and

                    (C)  Class B2 Notes, [*]% per annum; and

               (iii) in addition to:

                    (A)  (1) LIBOR, in the case of the US$ Notes; or

                         (2)  Bank Bill Rate, in the case of the Registered
                              Notes; and

                    (B)  the relevant MBS Margin, forms the Interest Rate
                         following the relevant Step-Up Margin Date for that
                         Class.

4.9      AGGREGATE RECEIPTS

         Notwithstanding anything in clause 6, no Noteholder will be entitled to
         receive aggregate principal under any of the provisions in that clause
         on any Note at any time in excess of the Principal Amount for that Note
         at that time.

4.10     OWNERSHIP OF NOTES

         The Trustee, the Trust Manager and the Security Trustee may treat a
         Noteholder as the absolute owner of any Note which the Noteholder is
         registered as holding (whether or not that Note is overdue and despite
         any notation or notice to the contrary or writing on it or any notice
         of previous loss or theft of it or of trust or other interest in it)
         for the purpose of making payment and for all other purposes.

4.11     TAXATION

         All payments in respect of the Notes will be made without withholding
         or deduction for, or on account of, any present or future Taxes
         (including, without limitation, interest withholding tax) unless the
         Trustee or other payer is required by any applicable law to make any
         such payment in respect of the Notes subject to any withholding or
         deduction for, or on account of, any present or future Taxes. In that
         event, the Trustee or other payer must make such payment after such
         withholding or deduction has been made and must account to the relevant
         authorities for the amount so required to be withheld or deducted. The
         Trustee or other payer will not be obliged to make any additional
         payments to Noteholders in respect of that withholding or deduction.

5.       CLASS A1 NOTES
--------------------------------------------------------------------------------

5.1      NOTE ISSUE DIRECTION FOR CLASS A1 NOTES

         If, on a Payment Date, Mortgage Principal Repayments for the Collection
         Period preceding that Payment Date are insufficient to fund Redraws for
         that Collection Period in accordance with this Series Notice, then the
         Trust Manager may give the Trustee a Note Issue Direction to issue a
         series of Class A1 Notes in accordance with clause 12 of the Master
         Trust Deed and this clause 5.

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5.2      CONDITIONS TO NOTE ISSUE DIRECTION

         The Trust Manager must not give a Note Issue Direction under clause 5.1
         unless it has received written confirmation from each Designated Rating
         Agency that the issue of the Class A1 Notes would not result in a
         downgrading or withdrawal of a rating of any Note then outstanding.

5.3      TERMS OF NOTE ISSUE DIRECTION

         A Note Issue Direction given under clause 5.1:

         (a)   must be given no later than the date which is 3 Business Days
               before the proposed issue date of the relevant Class A1 Notes,
               or any other date agreed by the Trustee and the Trust Manager;
               and

         (b)   must specify the MBS Margin, the aggregate Initial Principal
               Amount, Initial Principal Amount, rating, issue price and
               Maturity Date of the relevant Class A1 Notes (in each case
               containing the relevant information specified in clause 4.2).

6.       CASHFLOW ALLOCATION METHODOLOGY
--------------------------------------------------------------------------------

6.1      GENERAL

         Collections and other amounts credited to the Collection Account will
         be allocated by the Trust Manager, and paid by the Trustee as directed
         by the Trust Manager, as set out in this clause 6.

6.2      CALCULATIONS

         (a)   On or before each date which is 4 Business Days before each
               Payment Date, the Trust Manager will, in respect of the
               Collection Period immediately before that Payment Date, calculate
               or otherwise ascertain:

               (i)    all Income for that Collection Period;

               (ii)   all Mortgage Principal Repayments for that Collection
                      Period;

               (iii)  the aggregate of all Redraws made during that Collection
                      Period;

               (iv)   the Bank Bill Rate for the relevant period (which shall be
                      calculated and notified on that Payment Date);

               (v)    the amount of Interest payable on each Note on that
                      Payment Date (if any);

               (vi)   the amount of the Principal Payment to be made on each
                      Note on that Payment Date;

               (vii)  Expenses for that Collection Period;

               (viii) the Principal Amount of each Note as at the first day of
                      the next Interest Period for that Note (after deducting
                      any Principal Payment due to be made in respect of each
                      Note on that Payment Date);

               (ix)   the amount of any Approved Seller's Fee for that
                      Collection Period;

               (x)    in the case of the first Payment Date, the Interest
                      Adjustment payable to an Approved Seller;

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               (xi)   the Class A2 Currency Swap Notional Amount and the
                      Class B1 Currency Swap Notional Amount for that Payment
                      Date;

               (xii)  the Class A2 A$ Interest Amount and the Class B1 A$
                      Interest Amount for that Payment Date;

               (xiii) each Class A2 A$ Equivalent amount and each Class B1 A$
                      Equivalent amount required to be calculated under this
                      Series Notice;

               (xiv)  in relation to the aggregate of all Liquidation Losses
                      arising during that Collection Period:

                     (A)  the amount of those Liquidation Losses which is
                          attributable to interest, fees and expenses in
                          relation to the relevant Purchased Loans; and

                     (B)  the amount of those Liquidation Losses which is
                          attributable to principal in relation to the relevant
                          Purchased Loans (PRINCIPAL LOSS),

                    on the basis that all Liquidation Proceeds actually received
                    by or on behalf of the Trustee in relation to a Purchased
                    Loan are applied first against interest, fees and other
                    Enforcement Expenses (other than Property Restoration
                    Expenses) relating to that Purchased Loan, and then against
                    the principal and Property Restoration Expenses relating to
                    that Purchased Loan;

               (xv)   the Charge-offs and Carryover Charge-offs (if any) on that
                      Payment Date;

               (xvi)  the Recovery Amount (if any) for that Payment Date; and

               (xvii) all other calculations necessary to make allocations and
                      distributions under this clause 6.

          (b)  The Trust Manager must:

               (i)    notify the Trustee of each of the amounts calculated by it
                      in paragraph (a); and

               (ii)   notify the Trustee, the Note Trustee, each Paying Agent,
                      the Calculation Agent and each Currency Swap Provider by
                      not later than (or as soon as practicable after) the date
                      which is 4 Business Days before the relevant Payment Date
                      of each determination with respect to the US$ Notes of the
                      Principal Payment and Principal Amount in respect of that
                      Payment Date and cause details of each of those
                      determinations to be published in accordance with
                      Condition 12. If no Principal Payment is due to be made on
                      the Class A2 Notes or the Class B1 Notes on any Payment
                      Date a notice to this effect will be given to the Class A2
                      Noteholders or Class B1 Noteholders (as the case may be)
                      in accordance with Condition 12.

          (c)  The Trust Manager must instruct the Trustee in writing on or
               before the date which is 4 Business Days before the relevant
               Payment Date as to the payments to be made by the Trustee on the
               Payment Date.

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6.3       REDRAWS

          If an Obligor makes Additional Repayments in relation to a Loan held
          by the Trustee then the Trustee must provide a Redraw to the Obligor
          upon being so directed by the Trust Manager in its absolute discretion
          and subject to the Trust Manager certifying to the Trustee that:

          (a)  the Redraw to be provided to the Obligor together with the
               current Unpaid Balance of the Loan will not exceed the scheduled
               balance of the Loan;

          (b)  after allowing for all payments which the Trustee is then
               required to make or which the Trust Manager reasonably expects
               that the Trustee will be required to make, there is or will be
               sufficient cash in the Assets of the Trust (whether as a result
               of the issue of Class A1 Notes or otherwise) for the Trustee to
               provide that Redraw; and

          (c)  the Loan is not in Arrears at the time of the request for the
               Redraw by the Obligor.

6.4       LIQUID AUTHORISED INVESTMENTS

          (a)  The Trust Manager shall make such directions to the Trustee, and
               the Trustee must comply with those directions, required to ensure
               that, subject to paragraph (b), the value of the Liquid
               Authorised Investments shall not at any time be less than the
               Prescribed Minimum Level at that time.

          (b)  The Trust Manager must direct the Trustee, and the Trustee must,
               at the direction of the Trust Manager, apply all or part of the
               Liquid Authorised Investments towards payment of the Shortfall in
               the amounts referred to in clauses 6.5(a)(i) to 6.5(a)(vi)
               (inclusive) as provided in clause 6.5(d).

6.5       INTEREST AND OTHER PAYMENTS

          (a)  On each Payment Date, the Trustee shall, prior to the enforcement
               of the Security Trust Deed (in accordance with the written
               direction provided to it by the Trust Manager on or before the
               date which is 4 Business Days before the Payment Date), out of
               the Income for the Collection Period immediately before that
               Payment Date (and out of the proceeds of disposal of any Liquid
               Authorised Investments and/or out of Mortgage Principal
               Repayments as provided for in paragraph (d)) make the following
               payments or retain moneys in the following order of priority.

               (i)   FIRST - an amount equal to any Interest Adjustment required
                     to be paid to an Approved Seller and then outstanding (the
                     Trustee acknowledges and agrees that it has no entitlement
                     to the moneys comprising the Interest Adjustment).

               (ii)  SECOND - payment of any Taxes payable in relation to the
                     Trust (not including any GST covered in paragraph (f) or
                     paragraph (g)).

               (iii) THIRD - subject to sub-paragraph (a)(ii) and paragraph (c),
                     payment (in the following order of priority) of:

                     (A)    pari passu and rateably, as between themselves,
                            payments of:

                            (1)    the Trustee's Fee for the Collection Period
                                   (as adjusted in accordance with paragraph
                                   (g)); and

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                            (2)    any fees payable to the Note Trustee under
                                   the Transaction Documents for the Collection
                                   Period;

                     (B)    pari passu and rateably, as between themselves,
                            payments of:

                            (1)    any fees payable, pari passu and rateably, to
                                   the Paying Agents under the Transaction
                                   Documents for the Collection Period; and

                            (2)    any fees payable to the Calculation Agent
                                   under the Transaction Documents for the
                                   Collection Period;

                     (C)    the Expenses (other than the Trustee's Fee, any fees
                            payable to the Note Trustee, the Paying Agents or
                            the Calculation Agent, the Trust Manager's Fee and
                            the Servicer's Fee) in relation to the Collection
                            Period;

                     (D)    the Expenses (other than the Trustee's Fee, any fees
                            payable to the Note Trustee, the Paying Agents or
                            the Calculation Agent, the Trust Manager's Fee and
                            the Servicer's Fee) which the Trust Manager or the
                            Trustee reasonably anticipates will be incurred
                            prior to the next Payment Date; and

                     (E)    the Expenses (other than the Trustee's Fee, any fees
                            payable to the Note Trustee, the Paying Agents or
                            the Calculation Agent, the Trust Manager's Fee and
                            the Servicer's Fee) not covered by sub-paragraphs
                            (C) or (D) which have already been incurred prior to
                            the Payment Date but which have not previously been
                            paid or reimbursed.

               (iv) FOURTH - payment, pari passu and rateably, to:

                     (A)    the Trust Manager of the Trust Manager's Fee for the
                            Collection Period; and

                     (B)    the Servicer of the Servicer's Fee for the
                            Collection Period.

              (v)    FIFTH - pari passu and rateably as between themselves:

                     (A)    payment to the Interest Rate Swap Provider of any
                            amounts payable under the Interest Rate Swap other
                            than any Break Costs in respect of the termination
                            of the Interest Rate Swap;

                     (B)    payment of any Interest for the Interest Period for
                            the Class A1 Notes ending on that Payment Date to
                            the Class A1 Noteholders;

                     (C)    (1)    prior to the termination of the Class A2
                                   Currency Swap, payment to the Class A2
                                   Currency Swap Provider of the Class A2 A$
                                   Interest Amount for that Payment Date (and,
                                   if that Payment Date is a Quarterly Payment
                                   Date, any reciprocal payment by the Class A2
                                   Currency Swap Provider is thereafter to be
                                   applied in accordance with clause 6.9(a)(i)
                                   towards payment of Interest on the Class A2
                                   Notes); and

                            (2)    after the termination of the Class A2
                                   Currency Swap, to the Note Trustee for
                                   application in accordance with clause 6.8(a)
                                   of

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                                   the A$ amount that the Trust Manager
                                   determines in good faith needs to be applied
                                   on that Payment Date in order to enable the
                                   Trustee to meet its obligations to pay
                                   Interest on the Class A2 Notes on the next
                                   or, if that Payment Date is a Quarterly
                                   Payment Date that, Quarterly Payment Date;
                                   and

                     (D)    payment to the Class A2 Currency Swap Provider of
                            any Break Costs payable under the Class A2 Currency
                            Swap other than in respect of the termination of the
                            Class A2 Currency Swap where the Class A2 Currency
                            Swap Provider is the Defaulting Party.

              (vi)   SIXTH - pari passu and rateably based on the amount owing
                     as between themselves:

                     (A)    payment of any Interest for the Interest Period for
                            the Class B2 Notes ending on that Payment Date to
                            the Class B2 Noteholders;

                     (B)    (1)    prior to the termination of the Class B1
                                   Currency Swap, payment to the Class B1
                                   Currency Swap Provider of the Class B1 A$
                                   Interest Amount for that Payment Date (and,
                                   if that Payment Date is a Quarterly Payment
                                   Date, any reciprocal payment by the Class B1
                                   Currency Swap Provider is thereafter to be
                                   applied in accordance with clause 6.9(a)(iii)
                                   towards payment of Interest on the Class B1
                                   Notes); and

                            (2)    after the termination of the Class B1
                                   Currency Swap, to the Note Trustee for
                                   application in accordance with clause 6.8(a)
                                   of the A$ amount that the Trust Manager
                                   determines in good faith needs to be applied
                                   on that Payment Date in order to enable the
                                   Trustee to meet its obligations to pay
                                   Interest on the Class B1 Notes on the next
                                   or, if that Payment Date is a Quarterly
                                   Payment Date that, Quarterly Payment Date;
                                   and

                     (C)    payment to the Class B1 Currency Swap Provider of
                            any Break Costs payable under the Class B1 Currency
                            Swap other than in respect of the termination of the
                            Class B1 Currency Swap where the Class B1 Currency
                            Swap Provider is the Defaulting Party.

              (vii)  SEVENTH - to be applied by the Trustee as Mortgage
                     Principal Repayments received by the Trustee during the
                     corresponding Collection Period, of an amount equal to the
                     aggregate of all amounts previously applied under clause
                     6.6(a)(i)(A), to the extent not previously so replenished
                     under this clause 6.5(a)(vii).

              (viii) EIGHTH - in reducing the Aggregate Principal Loss Amount
                     for the corresponding Collection Period.

              (ix)   NINTH - in reducing any Carryover Charge-offs that have not
                     been reduced prior to that Payment Date.

              (x)    TENTH - in payment, pari passu and rateably, of any Break
                     Costs payable to:

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                     (A)    the Interest Rate Swap Provider in respect of the
                            termination of the Interest Rate Swap; and

                     (B)    a Currency Swap Provider in respect of the
                            termination of a Currency Swap where the Currency
                            Swap Provider is the Defaulting Party.

              (xi)   ELEVENTH - in payment of any Approved Seller's Fee.

              (xii)  TWELFTH - in payment of the balance, by way of a
                     distribution of the income of the Trust, to the Residual
                     Income Beneficiaries in proportion to their respective
                     Income Percentages.

              The obligation of the Trustee to make any payment under each of
              the above paragraphs of this clause 6.5(a) is limited in each case
              to the Income, Liquid Authorised Investments and Mortgage
              Principal Repayments or (as the case may be) to the balance of the
              Income, Liquid Authorised Investments and Mortgage Principal
              Repayments available after payment in accordance with the
              preceding paragraph or paragraphs (if any).

       (b)    In the event that for any reason whatsoever the Trustee does not
              have sufficient cash to make all of the payments as provided in
              paragraphs (a) and (d) then the amount available to be paid shall
              be distributed in the order of priority of distribution as
              referred to in paragraph (a), and:

              (i)    in the case of the payment of Interest to Class A1
                     Noteholders or Class A2 Noteholders under paragraph (a)(v),
                     the proportion of any amount available to be paid to each
                     such Class of Noteholder shall be the proportion which the
                     Principal Amount of the Notes of that Class held by that
                     Noteholder bears to the Total Principal Amount of all Notes
                     of that Class; and

              (ii)   in the case of the payment of Interest to Class B1
                     Noteholders or Class B2 Noteholders under paragraph
                     (a)(vi), the proportion of any amount available to be paid
                     to each such Class of Noteholder shall be the proportion
                     which the Principal Amount of that Class held by that
                     Noteholder bears to the Total Principal Amount of all Notes
                     of that Class.

       (c)    In the event that:

              (i)    the Trustee receives a payment under clause 6.5(a)(iii) or
                     6.5(d) for Expenses which the Trustee reasonably
                     anticipates will be incurred prior to the next Payment
                     Date; and

              (ii)   all or any part of such Expenses are not actually incurred
                     prior to that next Payment Date,

              then the following provisions shall apply:

              (iii)  the Trustee shall repay into the Assets of the Trust on
                     that next Payment Date such excess amount which was not
                     actually incurred; or

              (iv)   if the Trustee fails to repay the amount in accordance with
                     sub-paragraph (c)(iii), then such amount shall be set-off
                     against the amount which would otherwise be

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                     payable under clause 6.5(a)(iii) to the Trustee with
                     respect to Expenses on that next Payment Date.

       (d)    If, during any Financial Year, the Income accrued for a Collection
              Period to be applied on the corresponding Payment Date is less
              than the aggregate of the amounts payable by the Trustee under
              clauses 6.5(a)(i) to 6.5(a)(vi) (inclusive) on that Payment Date
              (the SHORTFALL), then the Trustee shall (at the direction of the
              Trust Manager) apply:

              (i)    first, Liquid Authorised Investments; and

              (ii)   second, to the extent the Liquid Authorised Investments are
                     insufficient to cover the Shortfall in full, Mortgage
                     Principal Repayments,

              in payment of those amounts in the order of priority set out in
              clause 6.5(a), to the extent available to do so.

       (e)    If any Approved Seller's Fee is not paid in full on a relevant
              Payment Date, then the unpaid balance shall bear interest at a
              rate determined by the Trust Manager and advised to the Trustee
              from time to time, such interest to be calculated on a daily
              balance from the due date up to and including the date of actual
              payment.

       (f)    Any GST which applies or may apply in respect of any services
              provided pursuant to this Series Notice or the other Transaction
              Documents by the Trust Manager in relation to the Trust will be
              paid by the Trust Manager from the Trust Manager's Fee or from the
              Trust Manager's own resources.

       (g)    In relation to any supply by the Trustee under the Transaction
              Documents of goods or services in relation to the Trust, the fee
              payable will be adjusted to take into account any change after 1
              July 2000 in the rate of GST payable pursuant to the A New Tax
              System (Goods and Services Tax Imposition - General) Act 1999.

       (h)    Interest to which any Noteholder may be entitled in respect of a
              Note for an Interest Period shall only fall due for payment by the
              Trustee to the Noteholder upon the applicable Payment Date.

6.6    REPAYMENTS OF PRINCIPAL AMOUNT AND REDEMPTION OF NOTES

       (a)    (i)    All Mortgage Principal Repayments which are received by the
                     Trustee in each Collection Period, except to the extent the
                     Trust Manager directs the Trustee in writing that such
                     moneys be applied or retained for Liquidity Purposes in
                     accordance with the provisions of this Series Notice and
                     (subject to clause 6.6(a)(ii)) any Liquid Authorised
                     Investments and the Recovery Amount for the corresponding
                     Payment Date must, prior to the enforcement of the Security
                     Trust Deed, be deposited or paid by the Trustee (at the
                     direction of the Trust Manager, such direction to be given
                     on or before the date which is 4 Business Days before the
                     relevant Payment Date) on the corresponding Payment Date in
                     the following order of priority.

                     (A)    FIRST - in accordance with clause 6.5(d).

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                     (B)    SECOND - to replenish Liquid Authorised Investments
                            until the value of the Liquid Authorised Investments
                            equals the Prescribed Minimum Level.

                     (C)    THIRD - to Class A1 Noteholders (in the proportion
                            as specified in sub-paragraph (iii)) in payment of
                            the Principal Amount of the Class A1 Notes until
                            such time as all Class A1 Notes have been redeemed
                            in full.

                     (D)    FOURTH -

                            (1)    if the Threshold Requirements are satisfied
                                   on that Payment Date, in accordance with
                                   clause 6.6(h); or

                            (2)    if the Threshold Requirements are not
                                   satisfied on that Payment Date, in accordance
                                   with clause 6.6(i).

                     (E)    FIFTH - subject to clause 10.2(c), in payment of the
                            balance, by way of a distribution of the capital of
                            the Trust, to the Residual Income Beneficiaries in
                            proportion to their respective Income Percentages.

                     The obligation of the Trustee to make any deposit or
                     payment under each of the above paragraphs of clause
                     6.6(a)(i) is limited in each case to the Mortgage Principal
                     Repayments, (subject to clause 6.6(a)(ii)) Liquid
                     Authorised Investments and the Recovery Amount or (as the
                     case may be) to the balance of the Mortgage Principal
                     Repayments, (subject to clause 6.6(a)(ii)) Liquid
                     Authorised Investments and the Recovery Amount available
                     after deposit or payment in accordance with the preceding
                     paragraph or paragraphs (if any).

              (ii)   The Trust Manager must not direct the Trustee to, and the
                     Trustee must not, deposit or pay any Liquid Authorised
                     Investments under clause 6.6(a)(i)(C), 6.6(a)(i)(D) or
                     6.6(a)(i)(E) where such deposit or payment would result in
                     the value of the Liquid Authorised Investments being less
                     than the Prescribed Minimum Level.

              (iii)  The proportion of any amount available to be paid to any
                     Noteholder in respect of any Class of Notes will be the
                     proportion which the Principal Amount of the Note in
                     respect of that Class of Notes held by that Noteholder
                     bears to the Total Principal Amount of all Notes in respect
                     of that Class of Notes.

       (b)    On any Quarterly Payment Date when the Total Principal Amount of
              all Notes does not exceed 10% of the Initial Principal Amount of
              all Notes the Trustee must, if so directed in writing by the Trust
              Manager on or before the date which is 4 Business Days before that
              Quarterly Payment Date, repay the whole of the Principal Amount of
              all Notes together with any outstanding Interest in relation to
              those Notes subject to the following conditions:

              (i)    the Trust Manager having provided to:

                     (A)    each relevant Noteholder, the Note Trustee and the
                            Trustee, 30 days prior notice; and

                     (B)    each Designated Rating Agency, 30 days prior written
                            notice,

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                            of the Trust Manager's intention to direct the
                            Trustee to redeem the relevant Notes under this
                            paragraph;

              (ii)   the Trustee having sufficient cash to make such repayment
                     (upon which the Trustee may rely conclusively on a
                     certification from the Trust Manager);

              (iii)  the Trustee retaining such amount as the Trust Manager or
                     the Trustee reasonably determines will be necessary to
                     satisfy any outstanding or anticipated Expenses or payment
                     to any Swap Provider under a Hedge Agreement; and

              (iv)   the repayment being made in the order of priority set out
                     in clause 6.6(a).

       (c)    On any Quarterly Payment Date on or after a Step-Up Margin Date
              the Trustee must, if so directed by the Trust Manager on or before
              the date which is 4 Business Days before that Quarterly Payment
              Date, repay the whole of the Principal Amount of any Class of
              Notes together with any outstanding Interest in relation to those
              Notes subject to the following conditions:

              (i)    the Trust Manager having provided to:

                     (A)    each relevant Noteholder, the Note Trustee and the
                            Trustee, 30 days prior notice; and

                     (B)    each Designated Rating Agency, 30 days prior written
                            notice,

                     of the Trust Manager's intention to direct the Trustee to
                     redeem the relevant Notes under this paragraph;

              (ii)   the Trust Manager receiving from each Designated Rating
                     Agency written confirmation that the repayment will not
                     result in a downgrade or withdrawal of the rating of any
                     other Notes;

              (iii)  the Trustee having sufficient cash to make such repayment
                     (upon which the Trustee may rely conclusively on a
                     certification from the Trust Manager);

              (iv)   the Trustee retaining such amount as the Trust Manager or
                     the Trustee reasonably determines will be necessary to
                     satisfy any outstanding or anticipated Expenses, payment to
                     any Noteholder in respect of a Note (other than a Note in
                     respect of which the Principal Amount and Interest are to
                     be so repaid) or payment to any Swap Provider under a Hedge
                     Agreement; and

              (v)    the repayment being made in the order of priority set out
                     in clause 6.6(a).

              The Trust Manager may give a direction described in paragraph (c)
              in respect of any one Class of Notes, with a particular Step-Up
              Margin Date notwithstanding that it has not given a similar
              direction in relation to any other Class with the same Step-Up
              Margin Date, provided that in no circumstance may the Trust
              Manager give a direction described in paragraph (c) in relation to
              Class B Noteholders unless:

              (1)    there are at that time no Class A Notes outstanding; or

              (2)    the Trust Manager at the same time gives or has given a
                     direction described in paragraph (c) in relation to all
                     Class A Notes then outstanding.


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       (d)    If the Trust Manager satisfies the Trustee and the Note Trustee
              immediately prior to giving the notice referred to below that:

              (i)    on the next Payment Date the Trustee or a Paying Agent
                     would be required to deduct or withhold from any payment:

                     (A)    of principal or interest in respect of the Notes; or

                     (B)    to a Currency Swap Provider under a Currency Swap,

                     any amount for or on account of any present or future
                     taxes, duties, assessments or governmental charges of
                     whatever nature imposed, levied, collected, withheld or
                     assessed by any Government Agency; or

              (ii)   a Government Agency requires the deduction or withholding
                     from any payment by an Obligor in respect of a Purchased
                     Loan of any amount for or on account of any taxes, duties,
                     assessments or governmental charges of whatever nature
                     imposed, levied, collected, withheld or assessed by that
                     Government Agency,

              the Trustee must, when so directed by Noteholders representing at
              least 75% of the outstanding Principal Amount of the Notes
              (provided that the Trustee will be in a position on the next
              Quarterly Payment Date to discharge (and the Trust Manager will so
              certify to the Trustee and the Note Trustee) all its liabilities
              in respect of the Notes (at their relevant Principal Amount) and
              any amounts which would be required under the Security Trust Deed
              to be paid in priority or pari passu with the Notes if the
              security for the Notes were being enforced), having given not more
              than 60 nor less than 45 days notice to the Noteholders, redeem
              all, but not some only, of the Notes at their relevant Principal
              Amount together with accrued interest to (but excluding) the date
              of redemption on the next Quarterly Payment Date, provided that
              the redemption is made in the order of priority set out in
              paragraph (a).

       (e)    If the Trust Manager satisfies the Trustee and the Note Trustee
              immediately prior to giving the notice referred to below that on
              the next Quarterly Payment Date a Currency Swap Provider would be
              required to deduct or withhold from any payment under a Currency
              Swap any amount for or on account of any present or future taxes,
              duties, assessments or governmental charges of whatever nature
              imposed, levied, collected, withheld or assessed by any Government
              Agency, the Trustee must, when so directed by the Trust Manager
              (in its sole discretion) (provided that the Trustee will be in a
              position on such Quarterly Payment Date to discharge (and the
              Trust Manager will so certify to the Trustee and the Note Trustee)
              all its liabilities in respect of the Notes (at their relevant
              Principal Amount) and any amounts which would be required under
              the Security Trust Deed to be paid in priority or pari passu with
              the Notes if the security for the Notes were being enforced),
              having given not more than 60 nor less than 45 days notice to the
              Noteholders, redeem all, but not some only, of the Notes at their
              relevant Principal Amount together with accrued interest to (but
              excluding) the date of redemption on the next Quarterly Payment
              Date, provided that the redemption is made in the order of
              priority set out in paragraph (a).

       (f)    A Noteholder shall not be entitled to receive any amounts other
              than:

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              (i)    the Interest payable on, and

              (ii)   the Principal Amount of,

              Notes held by that Noteholder.

       (g)    The Trustee may not recover any Beneficiary Distribution from a
              Beneficiary once it is paid to that Beneficiary except where there
              has been an error in the relevant calculation of the Beneficiary
              Distribution.

       (h)    If, on a Payment Date, the Threshold Requirements are satisfied,
              amounts applied under clause 6.6(a)(i)(D)(1) must be deposited or
              paid, pari passu and rateably:

              (i)   (A)    prior to the termination of the Class A2 Currency
                            Swap, to the Class A2 Currency Swap Provider of the
                            Class A2 A$ Equivalent of the Class A2 Currency Swap
                            Notional Amount for that Payment Date (and, if that
                            Payment Date is a Quarterly Payment Date, any
                            reciprocal payment by the Class A2 Currency Swap
                            Provider is thereafter to be applied in accordance
                            with clause 6.9(a)(ii) towards payment of the
                            Principal Amount of the Class A2 Notes (in the
                            proportion as specified in clause 6.6(a)(iii)); and

                     (B)    after the termination of the Class A2 Currency Swap,
                            to the Note Trustee for application in accordance
                            with clause 6.8(a) of the Class A2 A$ Equivalent of
                            the Class A2 Currency Swap Notional Amount for that
                            Payment Date;

              (ii)   (A)    prior to the termination of the Class B1 Currency
                            Swap, to the Class B1 Currency Swap Provider of the
                            Class B1 A$ Equivalent of the Class B1 Currency Swap
                            Notional Amount for that Payment Date (and, if that
                            Payment Date is a Quarterly Payment Date, any
                            reciprocal payment by the Class B1 Currency Swap
                            Provider is thereafter to be applied in accordance
                            with clause 6.9(a)(iv) towards payment of the
                            Principal Amount of the Class B1 Notes (in the
                            proportion as specified in clause 6.6(a)(iii)); and

                     (B)    after the termination of the Class B1 Currency Swap,
                            to the Note Trustee for application in accordance
                            with clause 6.8(a) of the Class B1 A$ Equivalent of
                            the Class B1 Currency Swap Notional Amount for that
                            Payment Date; and

              (iii)  to Class B2 Noteholders (in the proportion as specified in
                     clause 6.6(a)(iii)) in payment of the Principal Amount of
                     the Class B2 Notes.

       (i)    If, on a Payment Date, the Threshold Requirements are not
              satisfied, amounts applied under clause 6.6(a)(i)(D)(2) must be
              deposited or paid in the following order of priority:

              (i)    (A)    prior to the termination of the Class A2 Currency
                            Swap, to the Class A2 Currency Swap Provider of the
                            Class A2 A$ Equivalent of the Class A2 Currency Swap
                            Notional Amount for that Payment Date (and, if that
                            Payment Date is a Quarterly Payment Date, any
                            reciprocal payment by

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                            the Class A2 Currency Swap Provider is thereafter to
                            be applied in accordance with clause 6.9(a)(ii)
                            towards payment of the Principal Amount of the Class
                            A2 Notes (in the proportion as specified in clause
                            6.6(a)(iii)); and

                     (B)    after the termination of the Class A2 Currency Swap,
                            to the Note Trustee for application in accordance
                            with clause 6.8(a) of the Class A2 A$ Equivalent of
                            the Class A2 Currency Swap Notional Amount for that
                            Payment Date,

                     and, in each case, until such time as the Class A2 Notes
                     have been redeemed in full;

              (ii)   pari passu and rateably:

                     (A)    (1)    prior to the termination of the Class B1
                                   Currency Swap, to the Class B1 Currency Swap
                                   Provider of the Class B1 A$ Equivalent of the
                                   Class B1 Currency Swap Notional Amount for
                                   that Payment Date (and, if that Payment Date
                                   is a Quarterly Payment Date, any reciprocal
                                   payment by the Class B1 Currency Swap
                                   Provider is thereafter to be applied in
                                   accordance with clause 6.9(a)(iv) towards
                                   payment of the Principal Amount of the Class
                                   B1 Notes (in the proportion as specified in
                                   clause 6.6(a)(iii)); and

                            (2)    after the termination of the Class B1
                                   Currency Swap, to the Note Trustee for
                                   application in accordance with clause 6.8(a)
                                   of the Class B1 A$ Equivalent of the Class B1
                                   Currency Swap Notional Amount for that
                                   Payment Date; and

                     (B)    to Class B2 Noteholders (in the proportion as
                            specified in clause 6.6(a)(iii)) in payment of the
                            Principal Amount of the Class B2 Notes,

                     and, in each case, until such time as the Class B Notes
                     have been redeemed in full.

6.7    CHARGE-OFFS

       If, on any Payment Date, the Aggregate Principal Loss Amount for the
       corresponding Collection Period exceeds the amount allocated or available
       for allocation on that Payment Date under clause 6.5(a)(viii), the amount
       of such excess will be the CHARGE-OFF for that Payment Date.

6.8    PAYMENTS INTO US$ ACCOUNT

       (a)    The Note Trustee must, on each Payment Date on which the Trustee
              pays an amount under clause 6.5(a)(v)(C)(2), 6.5(a)(vi)(B)(2),
              6.6(h)(i)(B), 6.6(h)(ii)(B), 6.6(i)(i)(B) or 6.6(i)(ii)(A)(2) (the
              AUD AMOUNT), pay into the US$ Account or to the Principal Paying
              Agent under the Agency Agreement, an amount in US$ equal to the
              AUD Amount at the spot exchange rate in New York City for US$
              purchases of Australian dollars on that Payment Date.

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       (b)    The Trustee must direct each Currency Swap Provider to pay all
              amounts denominated in US$ payable to the Trustee by that Currency
              Swap Provider under the relevant Currency Swap into the US$
              Account or to the Principal Paying Agent under the Agency
              Agreement.

       (c)    If the Trustee, the Trust Manager or the Servicer receives any
              amount denominated in US$ from a Currency Swap Provider under a
              Currency Swap or from the Note Trustee under clause 6.8(a) it will
              promptly pay that amount to the credit of the US$ Account.

6.9    PAYMENTS OUT OF US$ ACCOUNT

       (a)    The Trustee must, or must require that the Paying Agents on its
              behalf, at the direction of the Trust Manager, pay all amounts
              credited to the US$ Account by each Currency Swap Provider, by the
              Note Trustee under clause 6.8(a) or under clause 6.8(c) as follows
              (and in accordance with the Note Trust Deed and the Agency
              Agreement) (in no order of priority):

              (i)    as contemplated in clauses 6.5(a)(v)(C)(1) and
                     6.5(a)(v)(C)(2), pari passu in relation to Class A2 Notes
                     as payments of Interest on those Class A2 Notes;

              (ii)   as contemplated in clauses 6.6(h)(i)(A), 6.6(h)(i)(B),
                     6.6(i)(i)(A) and 6.6(i)(i)(B), pari passu to Class A2
                     Noteholders in payment of the Principal Amount of the Class
                     A2 Notes until such time as all Class A2 Notes have been
                     redeemed in full;

              (iii)  as contemplated in clauses 6.5(a)(vi)(B)(1) and
                     6.5(a)(vi)(B)(2), pari passu in relation to Class B1 Notes
                     as payments of Interest on those Class B1 Notes;

              (iv)   as contemplated in clauses 6.6(h)(ii)(A), 6.6(h)(ii)(B),
                     6.6(i)(ii)(A)(1) and 6.6(i)(ii)(A)(2), pari passu to Class
                     B1 Noteholders in payment of the Principal Amount of the
                     Class B1 Notes until such time as all Class B1 Notes have
                     been redeemed in full;

              (v)    as contemplated in clauses 6.6(b), (c), (d) or (e):

                     (A)    pari passu to Class A2 Noteholders in relation to
                            Class A2 Notes; and

                     (B)    pari passu to Class B1 Noteholders in relation to
                            Class B1 Notes,

                     as payment of redemption amounts; and

              (vi)   as contemplated in clause 4.4(b)(iii):

                     (A)    pari passu to Class A2 Noteholders in relation to
                            Class A2 Notes; and

                     (B)    pari passu to Class B1 Noteholders in relation to
                            Class B1 Notes,

                     as     payment of redemption amounts.

6.10   ROUNDING OF AMOUNTS

       In making the calculations required or contemplated by this clause 6, the
       Servicer or the Trust Manager (as the case may be) shall round
       calculations to four decimal places, except that all monetary amounts
       shall be rounded down to the nearest cent or as otherwise required in
       this Series Notice.

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6.11   PRESCRIPTION

       Despite any other provision of this Series Notice and the Master Trust
       Deed, Condition 8 of the US$ Notes applies to all amounts payable in
       relation to any US$ Note.

6.12   REPLACEMENT OF CURRENCY SWAPS

       (a)    If a Currency Swap is terminated, the Trustee must, at the
              direction of the Trust Manager, enter into one or more currency
              swaps which replace that Currency Swap (in a form reasonably
              satisfactory to the Trustee) (collectively a REPLACEMENT CURRENCY
              SWAP) but only on the following conditions:

              (i)    the Settlement Amount (as defined in the relevant Currency
                     Swap) payable (if any) by the Trustee to the relevant
                     Currency Swap Provider will be paid in full when due in
                     accordance with this Series Notice and the relevant
                     Currency Swap;

              (ii)   the Designated Ratings Agencies confirm that the
                     Replacement Currency Swap will not cause a reduction or
                     withdrawal of the rating of the Class A2 Notes (in the case
                     of a replacement of the Class A2 Currency Swap) or the
                     Class B1 Notes (in the case of a replacement of the Class
                     B1 Currency Swap); and

              (iii)  the liability of the Trustee under the Replacement Currency
                     Swap is limited to at least the same extent that its
                     liability is limited under the replaced Currency Swap.

       (b)    If the conditions in (a) are satisfied, the Trustee 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 the Trustee directly to the
              relevant Currency Swap Provider in satisfaction of and to the
              extent of the Trustee's obligation to pay the Settlement Amount
              (as defined in the relevant Currency Swap) as referred to in (a)
              and to the extent that such premium is not greater than or equal
              to the Settlement Amount (as defined in the relevant Currency
              Swap), the balance must be satisfied by the Trustee as an Expense
              of the Trust.

       (c)    If the conditions in (a) are satisfied and the Trustee has entered
              into the Replacement Currency Swap, the Trustee must direct the
              relevant Currency Swap Provider to pay any Settlement Amount (as
              defined in the relevant Currency Swap) payable by the relevant
              Currency Swap Provider to the Trustee on termination of the
              relevant Currency Swap directly to the Replacement Currency Swap
              Provider as payment and to the extent of any premium payable by
              the Trustee to enter into the Replacement Currency Swap, in
              satisfaction of and to the extent of the relevant Currency Swap
              Provider's obligation to pay that part of the Settlement Amount
              (as defined in the relevant Currency Swap) to the Trustee.

6.13   PAYMENT PRIORITIES FOLLOWING ENFORCEMENT OF THE SECURITY TRUST DEED

       Following the enforcement of the Security Trust Deed pursuant to clause
       9.1 of the Security Trust Deed, the priority of payments with respect to
       the Trust will be governed by that deed.

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7.     MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND
       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
--------------------------------------------------------------------------------

7.1    COMPLETION OF DETAILS IN RELATION TO MASTER TRUST DEED

       (a)    (TRUST MANAGER'S FEE) For the purpose of clause 18 of the Master
              Trust Deed, the fee payable to the Trust Manager in respect of the
              Trust for each Collection Period will be an amount calculated:

              (i)    on the aggregate of

                     (A)    the Principal Amount of all Registered Notes;

                     (B)    the Class A2 A$ Equivalent of the Principal Amount
                            of all Class A2 Notes; and

                     (C)    the Class B1 A$ Equivalent of the Principal Amount
                            of all Class B1 Notes,

                     on the first day of that Collection Period;

              (ii)   at the rate of [*]% per annum or as otherwise agreed by the
                     Trust Manager and the Trustee from time to time; and

              (iii)  on the actual number of days in the Collection Period
                     divided by 365 days,

              and shall accrue from day to day.

       (b)    (TRUSTEE'S FEE) For the purpose of clause 22.1 of the Master Trust
              Deed, the fee payable to the Trustee in respect of the Trust for
              each Collection Period will be an amount as agreed between the
              Trustee and the Trust Manager from time to time, subject to clause
              6.5(g), which fee shall not include the Trust Manager's Fee or any
              Approved Seller's Fee.

       (c)    (APPROVED SELLER'S FEE)

              For the purpose of clause 8.12 of the Master Trust Deed, the fee
              payable to each relevant Approved Seller in respect of the Trust
              for each Collection Period will be an amount as agreed between the
              Approved Seller and the Trust Manager from time to time, which fee
              may include an entitlement to interest in the event of late
              payment but which fee shall not include any amount attributable
              to:

              (i)    any Taxes;

              (ii)   any Trustee's Fee;

              (iii)  any other Expenses (other than the Trust Manager's Fee);

              (iv)   any payment to the Trust Manager of the Trust Manager's
                     Fee;

              (v)    any net amounts payable to any Swap Provider as required
                     under any Hedge Agreement;

              (vi)   any payment of Interest to Noteholders; and

              (vii)  any amount by way of replenishment of the Assets of the
                     Trust.

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       (d)    (SERVICER'S FEE) For the purpose of clause 6.1 of the Investment
              Management Agreement, the fee payable to the Servicer in respect
              of the Trust for each Collection Period will be an amount
              calculated:

              (i)    on the aggregate of:

                     (A)    the Principal Amount of all Registered Notes;

                     (B)    the Class A2 A$ Equivalent of the Principal Amount
                            of all Class A2 Notes; and

                     (C)    the Class B1 A$ Equivalent of the Principal Amount
                            of all Class B1 Notes,

                     on the first day of that Collection Period;

              (ii)   at the rate of [*]% per annum or as otherwise agreed by the
                     Servicer and the Trustee from time to time; and

              (iii)  on the actual number of days in the Collection Period
                     divided by 365 days,

              and shall accrue from day to day.

       (e)    (FEE CHANGES TO TAKE ACCOUNT OF GST) Subject to clause 6.5(f),
              none of the above fees in this clause 7.1 are to be increased by
              reference to any applicable GST unless:

              (i)    the Trustee, the Trust Manager and the recipient of the
                     relevant fee agree (that agreement not to be unreasonably
                     withheld); and

              (ii)   the increase will not result in the downgrading or
                     withdrawal of the rating assigned to any Notes by any
                     Designated Rating Agency.

7.2    AMENDMENTS TO MASTER TRUST DEED

       The Master Trust Deed is amended for the purpose of the Trust as follows:

       (a)    CLAUSE 1 - DEFINITIONS AND INTERPRETATION

              (i)    For the purposes of the definition of AUTHORISED
                     INVESTMENTS in clause 1.1 of the Master Trust Deed:

                     (A)    delete the words "an Approved Bank" in paragraph (b)
                            and replace it with the words "a bank rated A-1+ by
                            S&P and P-1 by Moody's (an AUTHORISED BANK)";

                     (B)    delete the words "Approved Bank" in paragraph (c)
                            and replace them with the words "Authorised Bank";

                     (C)    replace the wording in sub-paragraph (i) before
                            sub-paragraph (i)(A) with "unless otherwise advised
                            in writing by each Designated Rating Agency";

                     (D)    replace sub-paragraph (i)(A) and (i)(B) with a
                            sub-paragraph (i)(A) as follows:

                            "(A)   each proposed investment falling within
                                   categories (b), (c) and (d) must have a
                                   credit rating issued by S&P of A-1+ and by
                                   Moody's of P-1 or by S&P of AAA and by
                                   Moody's of Aaa;

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                     (E)    re-label sub-paragraph (i)(C) to be (i)(B) and
                            insert at the end of the sub-paragraph the words "
                            and by Moody's of Aaa"; and

                     (F)    delete the words in sub-paragraph (ii)(A) after "it
                            was acquired".

              (ii)   For the purposes of the definition of EXPENSES in clause
                     1.1 of the Master Trust Deed:

                     (A)    insert ", DTC" in paragraph (t) after "Stock
                            Exchange" ;

                     (B)    in paragraph (t), delete the word "and' after the
                            semi-colon;

                     (C)    replace the comma at the end of paragraph (u) with
                            "; and"; and

                     (D)    add a new paragraph (v) at the end as follows:

                            "(u) any fees or expenses payable to a Paying Agent
                            or Calculation Agent,".

              (iii)  For the purposes of the definition of INSOLVENCY EVENT in
                     clause 1.1 of the Master Trust Deed, replace "or a Mortgage
                     Insurer" with ", a Mortgage Insurer, a Title Insurer or any
                     other corporation" before "(each a RELEVANT CORPORATION)".

              (iv)   For the purposes of the definition of RELATED SECURITY in
                     clause 1.1 of the Master Trust Deed:

                     (A)    re-letter the existing subparagraph (d) as
                            subparagraph (e); and

                     (B)    insert as a new subparagraph (d) "any Title
                            Insurance Policy in relation to a Mortgage securing
                            the loan and any amounts received by the Trustee (or
                            a Servicer on its behalf) under any Title Insurance
                            Policy.".

              (v)    Insert the following new definitions in clause 1.1 of the
                     Master Trust Deed:

                     RESIDUAL INCOME BENEFICIARY means, in relation to a Trust
                     at any time, any person who holds a Residual Income Unit in
                     that Trust at that time.

                     RESIDUAL INCOME UNIT in relation to a Trust, has the
                     meaning given in the Series Notice for that Trust.

              (vi)   Insert the following definition in clause 1.1 of the Master
                     Trust Deed:

                     TITLE INSURANCE POLICY means any title insurance policy
                     specified as a TITLE INSURANCE POLICY in the Series Notice
                     for that Trust.

              (vii)  Insert the following definition in clause 1.1 of the Master
                     Trust Deed:

                     TITLE INSURER means any title insurer specified as a TITLE
                     INSURER in the Series Notice for that Trust.

       (b)    CLAUSE 6 - ORIGINATION

              For the purposes of clause 6(a) of the Master Trust Deed, insert
              the words "or the Trust Manager" after "Note Issue Direction".

       (c)    CLAUSE 8 - ACQUISITION FROM APPROVED SELLER

              (i)    The following provisions replace clause 8.1 of the Master
                     Trust Deed.

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                     "Where:

                     (a)    a Note Issue Direction directs that the Trustee
                            issues Notes to fund; or

                     (b)    there is an investment proposal or direction by the
                            Trust Manager (in accordance with the Transaction
                            Documents) for,

                     the acquisition of Authorised Investments from an Approved
                     Seller under a Sale Notice under clause 8.3 of the Master
                     Trust Deed and the Trustee implements the direction or
                     proposal, the Trustee shall use the proceeds of the
                     relevant issue of Notes for the purpose of the acquisition
                     in accordance with clause 8 of the Master Trust Deed."

              (ii)   For the purposes of clause 8.4(a) of the Master Trust Deed:

                     (A)    delete clause 8.4(a)(i);

                     (B)    insert in clause 8.4(a)(ii) before "the Trust
                            Manager", the words "(where clause 8.1(a) applies)";
                            and

                     (C)    each of the following is a condition precedent to
                            the giving of the Sale Notice:

                            (CERTIFIED COPIES) The Trustee has received
                            certified copies of the forms of each Mortgage
                            Insurance Policy and Title Insurance Policy, and the
                            forms of the Loan Agreements, relating to the
                            Purchased Loans.

                            (RELEASE) The Trustee has received evidence that the
                            Purchased Loans and related Loan Rights will be
                            released from any Security Interest as of the
                            Closing Date.

              (iii)  For the purposes of clause 8.7(b) of the Master Trust Deed
                     and clauses 6.6(b) to (d) (inclusive), the following
                     provisions apply:

                     (A)    On the date on which a redemption of Notes under
                            clause 6.6(b), (c) or (d) is to occur, the Trust
                            Manager may direct the Trustee to offer to sell the
                            Loans held by the Trustee to an Other Trust or any
                            other person in accordance with the Master Trust
                            Deed and any relevant Series Notice.

                     (B)    The Trustee as trustee of the Trust will do all
                            things reasonably necessary to give effect to the
                            disposal of the Loans held by the Trustee to that
                            Other Trust or other person (as the case may be) in
                            accordance with the Master Trust Deed and any
                            relevant Series Notice.

                     (C)    In the case of a disposal to an Other Trust, the
                            Trust Manager may only give the direction referred
                            to in sub-paragraph (iv)(A) to the extent that funds
                            are available to the Other Trust to acquire those
                            assets.

              (iv)   For the purposes of clause 8.8 of the Master Trust Deed:

                     (A)    in relation to sub-paragraph (a)(i):

                            (1)    delete the words "after a Note Issue Date";
                                   and

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                            (2)    replace the words "corresponding Note Issue
                                   Direction" with "relevant Sale Notice";

                     (B)    in relation to sub-paragraph (a)(ii):

                            (1)    delete the words "after the Note Issue Date"
                                   and the words "as soon as possible";

                            (2)    insert the words "or Sale Notice" after "in
                                   that Series Notice";

                            (3)    insert the words "Series Notice or" before
                                   "Sale Notice in respect of"; and

                            (4)    replace the words "corresponding Note Issue
                                   Direction" with "relevant Sale Notice"; and

                     (C)    in relation to paragraph (b):

                            (1)    delete the words "on or" and "after a Note
                                   Issue Date";

                            (2)    replace the words "corresponding Note Issue
                                   Direction" with "relevant Sale Notice"; and

                            (3)    replace the words "the Note Issue Date" with
                                   "the relevant Closing Date" (where it appears
                                   twice).

       (d)    CLAUSE 11 - LIMITS ON RIGHTS OF NOTEHOLDERS AND BENEFICIARY

              For the purposes of clause 11.1 of the Master Trust Deed:

              (i)    in relation to paragraph (h), insert ", Security Trustee"
                     after "Trustee";

              (ii)   in relation to paragraph (k), insert "or an Approved
                     Seller" after "Trust Manager";

              (iii)  replace paragraph (l) with the following:

                     "(l)   (take proceedings) take any proceedings of any
                            nature whatsoever in any court or otherwise or to
                            obtain any remedy of any nature (including against
                            the Trustee, the Trust Manager, the Security Trustee
                            or the Servicer or any former Trustee, Trust
                            Manager, Security Trustee or Servicer or in respect
                            of any Trust or any Asset of any Trust) provided
                            that it shall be entitled to compel the Trustee, the
                            Trust Manager, the Security Trustee and the Servicer
                            to comply with their respective duties and
                            obligations under the Transaction Documents"; and

              (iv)   replace paragraph (m) with the following:

                     "(m)   (recourse to personal assets) any recourse
                            whatsoever to the Trustee, the Security Trustee or
                            the Trust Manager in their personal capacity, except
                            to the extent of any fraud, negligence or wilful
                            default on the part of the Trustee or the Trust
                            Manager or as provided in the relevant Transaction
                            Documents in relation to the Security Trustee."

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       (e)    CLAUSE 12 - PROCEDURE FOR ISSUE OF NOTES

              (i)    For the purposes of clause 12.1 of the Master Trust Deed,
                     the Note Issue Direction for the Notes may be issued by the
                     Trust Manager on or at any time prior to the Note Issue
                     Date for the Notes.

              (ii)   For the purposes of clause 12.6(a) of the Master Trust
                     Deed, the certification by the Trust Manager may occur on
                     or at any time prior to the Note Issue Date for the Notes.

       (f)    CLAUSE 13 - TRANSFERS OF NOTES

              The following provisions replace clause 13.3 of the Master Trust
              Deed:

              "(a)   Notes can only be transferred if:

                     (i)    the amount payable on acceptance of the offer by the
                            transferee is a minimum amount of $500,000
                            (disregarding any amount payable to the extent to
                            which it is to be paid out of money lent by the
                            person offering the Notes or an associate (as
                            defined in Division 2 of Part 1.2 of the
                            Corporations Act)); or

                     (ii)   the offer or invitation to the transferee by the
                            Noteholder in relation to such Notes does not
                            otherwise require disclosure under Part 6D.2 of the
                            Corporations Act and the Corporations Regulations
                            made under the Corporations Act.

              (b)    Prior to purchasing any Notes, purchasers should consult
                     counsel with respect to the availability and conditions of
                     exemption from the restriction on resale or transfer.".

       (g)    CLAUSE 15 - THE REGISTER

              (i)    For the purposes of clause 15.3(a) of the Master Trust
                     Deed, the Trustee and the Trust Manager agree that the
                     Register with respect to the Trust may be kept at the
                     Trustee's principal office in Sydney.

              (ii)   For the purposes of clause 15.5 of the Master Trust Deed,
                     the Trustee may:

                     (A)    without prior notice to the Noteholders close the
                            Register:

                            (1)    in relation to any Note, each period from the
                                   close of business (Sydney time) on the date
                                   which is 5 Business Days before each Payment
                                   Date for that Note to close of business on
                                   that Payment Date; or

                            (2)    when required for the Auditor to conduct any
                                   audit in relation to the Trust; or

                     (B)    with prior notice to the Registered Noteholders,
                            close the Register for other periods not exceeding
                            30 days (or such other period of time as agreed
                            between the Trustee and the Trust Manager, with the
                            approval of

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                            an Extraordinary Resolution of Registered
                            Noteholders) in aggregate in any calendar year.

       (h)    CLAUSE 17 - THE TRUST MANAGER

              Reference in clause 17.20(e) to "the Designated Rating Agency' is
              amended to be reference to "each Designated Rating Agency".

       (i)    CLAUSE 19 - RETIREMENT, REMOVAL AND REPLACEMENT OF TRUST MANAGER

              (i)    Each reference in clause 19 to "the Designated Rating
                     Agency", "the Trusts" and "Series Notices" is amended to be
                     a reference to "each Designated Rating Agency", "the Trust"
                     and "Series Notice" respectively.

              (ii)   Clause 19.3 is amended by adding as a final sentence: "In
                     this clause `materially prejudice' includes withdrawal,
                     qualification or downgrade of the rating assigned to a Note
                     by any Designated Rating Agency".

       (j)    CLAUSE 20 - TRUSTEE'S POWERS

              For the purposes of clause 20.4 of the Master Trust Deed:

              (i)    insert "in relation to the Registered Notes," at the
                     beginning of sub-paragraph (b)(iii);

              (ii)   insert a new sub-paragraph (b)(iv) as follows:

                     "(iv)  in relation to US$ Notes, to a Paying Agent (in
                            respect of which the Trustee is not liable for its
                            acts or omissions)"; and

              (iii)  replace "or Austraclear" in sub-paragraph (d)(i) with ",
                     Austraclear or a Paying Agent".

       (k)    CLAUSE 23 - REMOVAL, RETIREMENT AND REPLACEMENT OF TRUSTEE

              Each reference in clause 23 of the Master Trust Deed to "the
              Designated Rating Agency" is amended to be reference to "each
              Designated Rating Agency".

       (l)    CLAUSE 26 - BANK ACCOUNTS

              Clause 26.1(d)(i) of the Master Trust Deed is amended by adding
              "or P-2 or below by Moody's" after the words "A-1 (S&P) or below".

       (m)    CLAUSE 27 - AUDITOR

              Each reference in clause 27 to "the Designated Rating Agency" is
              amended to be reference to "each Designated Rating Agency".

       (n)    CLAUSE 29 - INCOME ENTITLEMENTS AND PAYMENTS

              For the purposes of the Trust, clause 29 of the Master Trust Deed
              is deleted and a new clause 29 inserted as follows:

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              "29.   INCOME ENTITLEMENTS AND PAYMENTS

              29.1   CASHFLOW ALLOCATION METHODOLOGY

                     Collections in relation to a Trust and other amounts
                     credited to the Collection Account for that Trust will be
                     allocated by the Trust Manager on behalf of the Trustee,
                     and paid by the Trustee, as directed by the Trust Manager,
                     in accordance with the Series Notice for that Trust.

              29.2   INCOME OF THE TRUST

                     For each Financial Year in respect of a Trust the Trust
                     Manager will ascertain the following on behalf of the
                     Trustee:

                     (a)    the net income of that Trust in accordance with
                            section 95(1) of the Tax Act (the TAX INCOME); and

                     (b)    the net income of that Trust in accordance with
                            conventional accounting principles applicable to the
                            administration of trusts (the ACCOUNTING INCOME).

              29.3   INCOME ENTITLEMENT

                     Notwithstanding anything to the contrary contained in this
                     deed:

                     (a)    (PRESENT ENTITLEMENT) the Residual Income
                            Beneficiaries shall, as at the end of each Financial
                            Year for that Trust, have an absolute vested
                            interest in, and be presently entitled to, the
                            income of that Trust; and

                     (b)    (APPLICATION OF INCOME) unless the Trustee otherwise
                            determines, having regard to any relevant taxation
                            or other implications for the Trustee (disregarding
                            for these purposes any possible operation of clause
                            29.4) or both for any Financial Year for that Trust,
                            for the purposes of paying, applying, distributing,
                            setting aside or allocating any income for the
                            benefit of those Residual Income Beneficiaries in
                            accordance with the terms of this deed in respect of
                            that Financial Year, the income that is to be so
                            paid, applied, distributed, set aside or allocated
                            shall be whichever is the greater of the Tax Income
                            or the Accounting Income for that Financial Year.

              29.4   DISTRIBUTION OF EXCESS TAX INCOME

                     For the avoidance of doubt, in the event that the Tax
                     Income exceeds the Accounting Income for a Trust in any
                     Financial Year for that Trust then, notwithstanding
                     anything to the contrary in this deed, the Trust Manager
                     must direct the Trustee to, and the Trustee must, so far as
                     possible, ensure that such excess is allocated to the
                     Residual Income Beneficiaries of that Trust in proportion
                     to their respective Income Percentages for that Financial
                     Year and shall take such action as is necessary to give
                     effect to this clause.


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              29.5   PAYMENTS TO BENEFICIARIES

                     (a)    (DISTRIBUTABLE INCOME DUE AS AT CLOSE OF FINANCIAL
                            YEAR) The income of a Trust for a Financial Year (to
                            the extent not previously distributed) shall,
                            subject to clause 29.7, constitute a debt due as at
                            the end of that Financial Year by the Trustee as
                            trustee of the Trust to each Residual Income
                            Beneficiary of that Trust who is entitled to the
                            income under clause 29.3(a) and shall, subject to
                            clause 29.7, be payable under clause 29.5(b).

                     (b)    (PAYMENT) Subject to clause 29.7, the Trustee may
                            make interim distributions of the income of a Trust
                            to the relevant Residual Income Beneficiaries in
                            accordance with the terms of the Series Notice for
                            that Trust and shall as soon as practicable after
                            the end of a Financial Year transfer an amount
                            representing the income of that Trust (to the extent
                            not previously distributed) from the central bank
                            account of that Trust to the bank accounts of each
                            Residual Income Beneficiary of that Trust as
                            directed by the relevant Beneficiary.

                     (c)    (RESIDUAL CAPITAL) On the termination of a Trust,
                            the surplus capital of that Trust remaining after
                            satisfaction by the Trustee of all its obligations
                            in respect of that Trust shall be paid to the
                            Residual Income Beneficiaries of that Trust in
                            accordance with the terms of the Series Notice for
                            that Trust.

              29.6   APPLICATION OF TRUST INCOME

                     (a)    If by the last day of any Financial Year for a Trust
                            (the LAST DAY) the Trustee has not effectively dealt
                            with the whole of the income of that Trust for that
                            Financial Year by paying, applying or distributing
                            it, or by setting it aside, then the income not so
                            paid, applied, distributed or set aside shall be
                            deemed to have been irrevocably applied and set
                            aside on the Last Day by the Trustee on behalf of,
                            and shall be held by the Trustee on and from the
                            Last Day upon trust absolutely for, the Residual
                            Income Beneficiaries of that Trust in accordance
                            with their entitlement to income under this deed
                            (including, for these purposes, the allocation of
                            excess Tax Income (if any) pursuant to clause 29.4).

                     (b)    If the Trustee fails to effectively allocate any
                            excess to a Residual Income Beneficiary in
                            accordance with clause 29.4, then such excess shall
                            vest or be deemed to be vested in that Residual
                            Income Beneficiary.

                     (c)    For the purposes of this clause 29.6 references to
                            income of that Trust for any Financial Year shall be
                            to the greater of the Tax Income or the Accounting
                            Income for that Financial Year.

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              29.7   SUBORDINATION OF RESIDUAL INCOME BENEFICIARIES'
                     ENTITLEMENTS

                     (a)    No moneys may be paid out of a Trust during a
                            Financial Year to a Residual Income Beneficiary
                            under clause 29.5, whilst there is any amount due,
                            but unpaid, which is in accordance with clause 29.1
                            to be paid in priority to those amounts and before
                            the Trustee is satisfied, after consulting with the
                            Trust Manager, that sufficient allowance has been
                            made for those priority amounts in relation to that
                            Trust, accruing during that Financial Year. To the
                            extent that there is an amount payable under clause
                            29.1 which is to be paid in priority to the amounts
                            payable to a Residual Income Beneficiary, that
                            Residual Income Beneficiary directs the Trustee to
                            meet the amount payable under clause 29.1 as an
                            application of that Residual Income Beneficiary's
                            entitlement to the income of that Trust.

                     (b)    Notwithstanding paragraph (a) of this clause, once
                            an amount is paid out of a Trust to a Residual
                            Income Beneficiary during a Financial Year, that
                            amount may not be recovered from that Residual
                            Income Beneficiary for any reason or by any person
                            except to the extent that the amount was paid in
                            error.

              29.8   INSUFFICIENT MONEYS

                     If after the application of the provisions of clauses 29.1
                     and 29.3 there is insufficient money available to the
                     Trustee in respect of a Trust to pay the full amount due to
                     Noteholders for that Trust, the deficiency shall, subject
                     to the Series Notice for the Notes or any Class of the
                     Notes issued in relation to that Trust, be borne by the
                     Noteholders in the manner set out in the relevant Series
                     Notice.

              29.9   TRUST MANAGER TO ENSURE COMPLIANCE BY TRUSTEE

                     Without limiting its other obligations under this deed, the
                     Trust Manager, in exercising its powers and carrying out
                     its duties in accordance with this deed, must, to the
                     extent possible, ensure that the Trustee complies with its
                     obligations under clauses 29.3(b) and 29.4."

       (o)    CLAUSE 32 - TRUSTEE'S AND TRUST MANAGER'S POWERS, LIABILITY AND
              INDEMNITY GENERALLY

              (i)    The following provisions replace clause 32.16 of the Master
                     Trust Deed.

                     "(a)   The Trustee enters into the Transaction Documents
                            and issues the Notes only in its capacity as trustee
                            of the Trust and in no other capacity. A liability
                            incurred by the Trustee acting in its capacity as
                            trustee of the Trust arising under or in connection
                            with the Transaction Documents or the Trust or in
                            respect of the Notes is limited to and can be
                            enforced against the Trustee only to the extent to
                            which it can be satisfied out of the Assets of the
                            Trust out of which the Trustee is actually
                            indemnified for the liability. This limitation of
                            the Trustee 's liability applies despite

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                            any other provision of the Transaction Documents and
                            extends to all liabilities and obligations of the
                            Trustee in any way connected with any
                            representation, warranty, conduct, omission,
                            agreement or transaction related to the Transaction
                            Documents or the Trust.

                     (b)    The parties other than the Trustee may not sue the
                            Trustee 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 the Trustee or
                            prove in any liquidation, administration or
                            arrangements of or affecting the Trustee (except in
                            relation to the Assets of the Trust).

                     (c)    The provisions of this clause 32.16 do not apply to
                            any obligation or liability of the Trustee 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 the Trustee's
                            indemnification out of the Assets of the Trust as a
                            result of the Trustee '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 the Trustee (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 the Trustee for the
                            purpose of paragraph (c) of this clause 32.16 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
                            the Trustee 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 the Trustee 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 the Trustee.

                     (e)    No attorney, agent, receiver or receiver and manager
                            appointed in accordance with a Transaction Document
                            has authority to act on behalf of the Trustee in a
                            way which exposes the Trustee to any personal
                            liability and no act or omission of any such person
                            will be considered fraud, negligence or wilful
                            default of the Trustee for the purpose of paragraph
                            (c) of this clause 32.16, provided (in the case of
                            any person selected and appointed by the Trustee)
                            that the Trustee has exercised reasonable care in
                            the selection of such persons.

                     (f)    The Trustee will not be regarded as negligent or in
                            breach of trust to the extent to which it accepts
                            and relies on an opinion, advice or letter from a
                            professional adviser (legal, financial, audit or
                            otherwise) which contains a dollar amount limitation
                            on that professional adviser's liability.

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                     (g)    In this clause 32.16, RELEVANT PARTY means each of
                            the Trust Manager, the Servicer, the Calculation
                            Agent, each Paying Agent, the Note Trustee and any
                            Support Facility Provider."

              (ii)   (A)    Subject to sub-paragraph (B), the following
                            provisions replace clause 32.18 of the Master Trust
                            Deed.

                            "(a)   (INDEMNITY FROM THE TRUST) Without prejudice
                                   to the right of indemnity given by law to
                                   trustees, and without limiting any other
                                   provision of a Transaction Document, the
                                   Trustee will be indemnified out of the Assets
                                   of the Trust, free of any set off or
                                   counterclaim, against all Penalty Payments
                                   which the Trustee is required to pay
                                   personally or in its capacity as trustee of
                                   the Trust and arising in connection with the
                                   performance of its duties or exercise of its
                                   powers under this deed or a Transaction
                                   Document in relation to the Trust.

                            (b)    (PRESERVATION OF RIGHT AND INDEMNITY) The
                                   Trustee's right to be indemnified in
                                   accordance with paragraph (a), applies
                                   notwithstanding any allegation that the
                                   Trustee has incurred such Penalty Payment as
                                   a result of its negligence, fraud or wilful
                                   default or any other act or omission which
                                   may otherwise disentitle the Trustee to be so
                                   indemnified. However, the Trustee is not
                                   entitled to that right of indemnity to the
                                   extent that there is a determination by a
                                   relevant court of negligence, fraud or wilful
                                   default by the Trustee (provided that, until
                                   such determination, the Trustee is entitled
                                   to that right of indemnity or reimbursement
                                   but must, upon such determination, repay to
                                   the Trust any amount paid to it under this
                                   clause). The Trustee may in accordance with
                                   the Transaction Documents rely on others in
                                   relation to compliance with the Consumer
                                   Credit Legislation.

                            (c)    (OVERRIDING) This clause 32.18 overrides any
                                   other provision of the Master Trust Deed or
                                   any Series Notice.

                            (d)    (NOMINATED CREDIT PROVIDER) Subject to the
                                   limitation of indemnity in paragraph (e), in
                                   jurisdictions where a provision identical to
                                   s169A of the Consumer Credit (Victoria) Code
                                   1996 is not in operation, for so long as such
                                   a provision is not in operation, the Trustee,
                                   the Trust Manager and the Servicer agree
                                   that:

                                   (A)    the Servicer shall be the "nominated
                                          credit provider" for the purposes of
                                          regulation 75 of any Consumer Credit
                                          Legislation in relation to the Trust;
                                          and

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                                   (B)    the Servicer shall not cease to be the
                                          "nominated credit provider" until such
                                          time as:

                                          (1)    the Servicer is removed from
                                                 the office of Servicer; and

                                          (2)    another person (other than the
                                                 Trustee) becomes the "nominated
                                                 credit provider" in relation to
                                                 the Trust.

                            (e)    (INDEMNITY FROM SERVICER) The Servicer
                                   indemnifies the Trustee in relation to the
                                   Trust, free of any set off or counterclaim,
                                   against all Penalty Payments which the
                                   Trustee is required to pay personally or in
                                   its capacity as trustee of the Trust and
                                   arising in connection with the performance of
                                   its duties or exercise of its powers under
                                   this deed in relation to the Trust, except to
                                   the extent that such Penalty Payments arose
                                   as a result of the fraud, negligence or
                                   wilful default of the Trustee.

                            (f)    (ACCEPTABLE INSURANCE POLICY)

                                   (i)    To further and better secure the
                                          obligations of the Servicer under this
                                          clause 32.18, the Servicer shall
                                          effect an Acceptable Insurance Policy.

                                   (ii)    If the Servicer is obliged to
                                           indemnify the Trustee under this
                                           clause 32.18, the Servicer will
                                           promptly make a claim under the
                                           Acceptable Insurance Policy and do
                                           all things reasonably required to
                                           obtain payment of that claim.

                                   (iii)   The Servicer shall provide
                                           the Trustee with evidence of
                                           the renewal of the
                                           Acceptable Insurance Policy
                                           within seven days of the
                                           date of renewal of the
                                           Acceptable Insurance Policy.

                                    (iv)    Upon the Acceptable
                                            Insurance Policy lapsing or
                                            becoming void for any reason
                                            whatsoever, the Servicer
                                            shall immediately:

                                            (A)      notify the Trustee that the
                                                     Acceptable Insurance Policy
                                                     has lapsed or become void;
                                                     and

                                            (B)      effect alternative
                                                     arrangements acceptable to
                                                     the Trustee and obtain
                                                     confirmation from each
                                                     Designated Rating Agency
                                                     that the rating of the
                                                     Notes rated by it will not
                                                     be adversely affected.

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                                (g)    (CALLING UPON INDEMNITY) The Trustee will
                                       call upon the indemnity under paragraph
                                       (e) before it calls on the indemnity in
                                       paragraph (a). If any such claim is not
                                       satisfied within 3 Business Days of the
                                       claim being made, the Trustee may
                                       (without prejudice to its rights under
                                       any indemnity under paragraph (e))
                                       exercise its right of indemnity referred
                                       to in paragraph (a).

                                (h)    (GRANTING INDEMNITY) The Trustee agrees
                                       that it will not grant an indemnity to
                                       any other person within the terms of
                                       paragraph (iv) of the definition of
                                       Penalty Payment without the prior
                                       written consent of the Servicer."

                     (B)    The definition of Penalty Payment in clause 32.18 of
                            the Master Trust Deed shall apply.

7.3       AMENDMENTS TO INVESTMENT MANAGEMENT AGREEMENT

          The Investment Management Agreement is amended for the purposes of the
          Trust as follows.

          (a)       Interstar Securitisation Management Pty Limited accedes to
                    the Investment Management Agreement and each of the
                    Servicer, the Trustee and Interstar Securitisation
                    Management Pty Limited agree, acknowledge and confirm that:

                    (i)       as trust manager of the Interstar Millennium
                              Series 2003-1G Trust, Interstar Securitisation
                              Management Pty Limited will be bound by the duties
                              and obligations imposed on the "Trust Manager" (as
                              that term is defined in the Investment Management
                              Agreement) by the Investment Management Agreement
                              in all respects as if it had originally been named
                              as a party to the Investment Management Agreement
                              as the trust manager; and

                    (ii)      as trust manager of the Interstar Millennium
                              Series 2003-1G Trust, Interstar Securitisation
                              Management Pty Limited shall be entitled to the
                              benefit of any rights or powers conferred on the
                              "Trust Manager" (as that term is defined in the
                              Investment Management Agreement) under the
                              Investment Management Agreement as if it had
                              originally been named a party to the Investment
                              Management Agreement as the trust manager.

          (b)       CLAUSE 1.3 - LIABILITY OF CHARGOR LIMITED TO ITS RIGHT OF
                    INDEMNITY

                    Clause 1.3 of the Investment Management Agreement is deleted
                    and replaced with the following.

                    "(a)      Clause 32 of the Master Trust Deed (as amended by
                              the Notice of Creation of Trust and the Series
                              Notice) applies to the obligations and liabilities
                              of the Trustee and the Trust Manager under this
                              agreement.

                    (b)       Without limiting the generality of clause 1.3(a),
                              clause 32.16 of the Master Trust Deed (as amended
                              by the Notice of Creation of Trust and the Series
                              Notice) is


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                              incorporated into this agreement as if set out in
                              full, except that any reference to DEED is
                              replaced by a reference to AGREEMENT and any
                              reference to TRUST refers to each Relevant Trust.

                    (c)       Nothing in this clause 1.3 limits a party in:

                              (i)       obtaining an injunction or other order
                                        to restrain any breach of this agreement
                                        by any party;

                              (ii)      obtaining declaratory relief; or

                              (iii)     in relation to its rights under the
                                        Security Trust Deed.

                    (d)       Except as provided in paragraphs (a) and (b) and
                              subject to paragraph (c), no party shall:

                              (i)       (STATUTORY DEMAND) issue any demand
                                        under s459E(1) of the Corporations Act
                                        (or any analogous provision under any
                                        other law) against the Trustee;

                              (ii)      (WINDING UP) apply for the winding up or
                                        dissolution of the Chargor;

                              (iii)     (EXECUTION) levy or enforce any distress
                                        or other execution to, on, or against
                                        any assets of the Trustee (other than
                                        the Trust Assets);

                              (iv)      (COURT APPOINTED RECEIVER) apply for the
                                        appointment by a court or a receiver to
                                        any of the assets of the Trustee (other
                                        than the Trust Assets);

                              (v)       (JUDGMENT) obtain a judgment for the
                                        payment of money or damages by the
                                        Trustee;

                              (v)       (SET-OFF OR COUNTERCLAIM) exercise or
                                        seek to exercise any set-off or
                                        counterclaim against the Trustee (other
                                        than in respect of the Trust Assets); or

                              (vi)      (ADMINISTRATOR) appoint, or agree to the
                                        appointment of, any administrator to the
                                        Trustee,

                              or take proceedings for any of the above and each
                              party waives its rights to make those applications
                              and take those proceedings.

          (c)       CLAUSE 2 - APPOINTMENT OF SERVICER

                    In clause 2.3(d) of the Investment Management Agreement, add
                    "or Title Insurer in relation to a Title Insurance Policy"
                    after "any law firm".

          (d)       CLAUSE 4 - UNDERTAKINGS

                    (i)       In clause 4.1(c)(ii) of the Investment Management
                              Agreement, add "or Title Insurer (as the case may
                              be)" after "the Mortgage Insurer".

                    (ii)      In clause 4.1(c)(iii) of the Investment Management
                              Agreement, add "or Title Insurer (as the case may
                              be)" after "the Mortgage Insurer".


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                    (iii)     Add the following clause 4.1(c)(iv) in the
                              Investment Management Agreement: "promptly notify
                              the Title Insurer (if any) of that default in
                              accordance with the provisions of the relevant
                              Title Insurance Policy, if required".

                    (iv)      Relabel clause 4.1(d)(i)(B) of the Investment
                              Management Agreement as clause 4.1(d)(i)(C).

                    (v)       Add the following clause 4.1(d)(i)(B) in the
                              Investment Management Agreement: "Title Insurance
                              Policies; and".

                    (vi)      In clause 4.1(d)(ii) of the Investment Management
                              Agreement, add ", Title Insurance Policy" after
                              "Mortgage Insurance Policy".

                    (vii)     In clause 4.1(d)(iii) of the Investment Management
                              Agreement, add ", Title Insurance Policy" after
                              "Mortgage Insurance Policy".

                    (viii)    Clause 4.1(f) of the Investment Management
                              Agreement is amended by inserting the words " and
                              provided that the variation, amendment or
                              modification does not result in the downgrade or
                              withdrawal of rating of the Notes".

                    (ix)      Replace 4.1(h) of the Investment Management
                              Agreement to read as follows:

                              "set the Investment Rate as 0.25% higher than the
                              percentage rate of return which it determines in
                              its absolute discretion would be required to be
                              set on the Authorised Investments held by the
                              Trustee, in order to ensure that the Trustee has
                              sufficient cash available at all times to enable
                              the Trustee to pay all payments of Interest in
                              respect of the Trust and otherwise comply with all
                              of the Trustee's duties and obligations under the
                              Transaction Documents as and when they fall due,
                              including payment of any Approved Seller's Fee as
                              and when it falls due".

          (e)       CLAUSE 6 - SERVICER FEES

                    In clause 6.2(a) of the Investment Management Agreement, add
                    "or Title Insurance Policy" after "Mortgage Insurance
                    Policy".

7.4      ADDITIONAL REPRESENTATIONS AND WARRANTIES - APPROVED SELLER AND TRUSTEE

         Each of the Approved Sellers and the Trustee makes the following
         additional representations and warranties in respect of itself only to
         the Trust Manager, to each Noteholder and to the Security Trustee (who
         holds the benefit of the representations and warranties for the
         Mortgagees (as defined in the Security Trust Deed):

          (a)       it is not in default under this deed or the Investment
                    Management Agreement (to which it is a party) in a manner
                    which has or may have an Adverse Effect;

          (b)       it has no immunity from the jurisdiction of a court or from
                    legal process;

          (c)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) the
                    Approved Seller holds sole beneficial ownership as at the
                    relevant Closing Date of the Loans referred to in the Sale
                    Notice given by it;

          (d)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) the
                    Approved Seller holds such beneficial interest in the
                    Authorised

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                    Investments (other than the Loans referred to in paragraph
                    (c)) which form part of the Assets of the Trust as is
                    validly transferred to it unless it has disposed of that
                    interest in accordance with the provisions of the
                    Transaction Documents;

          (e)       (in relation to the Trustee only) the Trustee has not
                    resettled, set aside or transferred any property of the
                    Trust other than in accordance with the Transaction
                    Documents;

          (f)       (in relation to the Trustee only) the Trustee has not
                    terminated the Trust nor has any event of which it is aware
                    for the vesting of the assets of the Trust occurred;

          (g)       (in relation to the Trustee only) the Trustee is not aware
                    that an Event of Default as defined in the Security Trust
                    Deed is subsisting;

          (h)       (in relation only to any Approved Seller who is the trustee
                    of a trust) as at the relevant Closing Date, beneficial
                    title in the Authorised Investments referred to in the Sale
                    Notice given by it, or otherwise to be transferred by it,
                    will be transferred to the Trustee.

          (i)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) the sale,
                    transfer and assignment of the Approved Seller's interest in
                    the Purchased Loans, will not constitute a breach of any
                    Relevant Document or the Approved Seller's obligations or a
                    default by the Approved Seller under any Security Interest;

          (j)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) the
                    Approved Seller holds in its possession or control all
                    Relevant Documents that relate to the Purchased Loans and
                    the related Loan Securities necessary to register and
                    enforce the provisions of and the security created by the
                    relevant Loan Securities;

          (k)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) the
                    Approved Seller is solvent, is able to pay its debts as and
                    when they become due and payable and has no notice of, nor
                    taken any steps in relation to, any application or order for
                    its winding up or the appointment of a receiver or
                    liquidator to it or any of its assets;

          (l)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) at the time
                    each Purchased Loan and each Related Security was entered
                    into it complied in all material respects with the Approved
                    Seller's underwriting and operations procedures, as agreed
                    with the Servicer;

          (m)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) each
                    Purchased Loan and Loan Security and each Related Security
                    was entered into by the Approved Seller in good faith;

          (n)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) at the time
                    each Purchased Loan and each Loan Security and each Related
                    Security was entered into at any time prior to the Closing
                    Date, the Approved Seller had not received any notice of any
                    insolvency, bankruptcy or liquidation of the Obligor(s) or
                    any guarantors or security providers (except that if a Loan
                    is in Arrears but complies with the Eligibility Criteria,
                    the fact that it is in Arrears is not in and of itself
                    notice of insolvency) or any notice that any such person did
                    not have the legal capacity to enter into the relevant
                    Mortgage;

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          (o)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) as at the
                    Cut-Off Date, none of the Purchased Loans and none of the
                    Loan Securities and no Related Security had been waived or
                    altered, except in writing and as part of the Relevant
                    Documents;

          (p)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) all
                    information provided by the Approved Seller to the Trustee
                    in connection with the Loans, the Loan Securities and the
                    Related Securities was, when given, true and accurate in all
                    material respects and not misleading or deceptive and did
                    not omit to state a material fact necessary in order to make
                    the statements therein in light of the circumstances in
                    which they were made not misleading or deceptive; and

          (q)       (in relation to the Approved Sellers only, other than any
                    Approved Seller who is the trustee of any trust) as at the
                    Cut-Off Date, the Approved Seller was not aware of any
                    circumstance or event that may materially and adversely
                    affect:

                    (i)       the value or enforceability of any Loan, Loan
                              Security or Related Security; or

                    (ii)      the ability of the Approved Seller to perform its
                              obligations under the Transaction Documents.

7.5      ADDITIONAL REPRESENTATIONS AND WARRANTIES - TRUST MANAGER

         Each of the Servicer and the Trust Manager makes the following
         representations and warranties to the Trustee, to each Noteholder and
         to the Security Trustee (who holds the benefit of the representations
         and warranties for the Mortgagees (as defined in the Security Trust
         Deed):

          (a)       to its knowledge, no litigation, arbitration or
                    administrative proceedings are taking place, pending or
                    threatened against it which, if adversely determined, has or
                    may have an Adverse Effect;

          (b)       it is not in default under any Transaction Document to which
                    it is a party in a manner which has or may have an Adverse
                    Effect;

          (c)       to the best of its knowledge and belief the Loans which are
                    subject to the provisions of the Consumer Credit Legislation
                    comply with the Consumer Credit Legislation; and

          (d)       it is not aware of any act or circumstance that would permit
                    a Mortgage Insurer or a Title Insurer to reduce or avoid any
                    claim under its Mortgage Insurance Policy or Title Insurance
                    Policy (as the case may be).

7.6      ADDITIONAL UNDERTAKINGS - TRUSTEE

         The Trustee undertakes to the Servicer, the Trust Manager, to each
         Noteholder and to the Security Trustee (who holds the benefit of the
         undertakings for the Mortgagees (as defined in the Security Trust Deed)
         that:

          (a)       it will treat the Noteholders of the same Class equally and
                    will treat Noteholders of different Classes fairly;

          (b)       it will not deal in any way with any person except at arm's
                    length in the ordinary course of business for valuable
                    commercial consideration;

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          (c)       it will not advance money or make available financial
                    accommodation to or for the benefit of any person or give a
                    guarantee or security interest in connection with an
                    obligation or liability of any person except as permitted
                    under the Transaction Documents;

          (d)       it will not take any action in respect of a Mortgage which
                    action is contrary to the terms of the Mortgage Insurance
                    Policy covering that Mortgage unless it is approved by the
                    relevant Mortgage Insurer (the Trustee is entitled to rely
                    without enquiry on a certificate from the Servicer to the
                    effect that the relevant Mortgage Insurer has given its
                    consent);

          (e)       provided that the Trustee has been provided with a copy of
                    the form of the relevant Title Insurance Policy and has
                    agreed in writing with the Servicer that this paragraph (e)
                    will apply to all Title Insurance Policies issued in that
                    agreed form, it will not take any action in respect of a
                    Mortgage which action is contrary to the terms of any Title
                    Insurance Policy covering that Mortgage unless it is
                    approved by the relevant Title Insurer (the Trustee is
                    entitled to rely without enquiry on a certificate from the
                    Servicer to the effect that the relevant Title Insurer has
                    given its consent);

          (f)       it shall not:

                    (i)       amend or vary, or consent to any amendment or
                              variation of,

                    (ii)      avoid, release, surrender, terminate, rescind,
                              discharge (other than by performance) or accept
                              the repudiation of, or

                    (iii)     expressly or impliedly waive, or extend or grant
                              time or indulgence of, any provision of or
                              obligation under,

                    any Transaction Document where to do so would have an
                    Adverse Effect (the Trustee is entitled to rely without
                    enquiry on a certificate from the Trust Manager to the
                    effect that any such action will not have an Adverse
                    Effect);

          (g)       it shall not amend or vary the form which will be used for
                    any Mortgage which it acquires or settles in any manner
                    which would have an Adverse Effect (the Trustee is entitled
                    to rely without enquiry on a certificate from the Servicer
                    to the effect that any amendment or variation of the form
                    used for any Mortgage will not have an Adverse Effect);

          (h)       it will not resettle, set aside or transfer any asset held
                    under the Trust other than a transfer which complies with
                    the Transaction Documents (the Trustee is entitled to rely
                    without enquiry on a certificate from the Trust Manager to
                    the effect that any such transfer complies with this deed);

          (i)       except as contemplated by clause 23 of the Master Trust
                    Deed, the Trustee will not do anything which would cause or
                    enable its removal, nor will it retire, as trustee of the
                    Trust; and

          (j)       the Trustee will not permit any person to act or be
                    appointed as trustee of the Trust jointly with the Trustee.


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7.7       ADDITIONAL UNDERTAKINGS - TRUST MANAGER AND SERVICER

          Each of the Trust Manager and the Servicer undertakes to the Trustee,
          to each Noteholder and to the Security Trustee (who holds the benefit
          of the undertakings for the Mortgagees (as defined in the Security
          Trust Deed) to:

          (a)       upon being so directed by the Trustee, rectify any books of
                    account which the Trustee reasonably believes to be
                    incorrect or inadequate in any respect;

          (b)       ensure that the Authorised Investments yield an amount
                    (expressed as a percentage per annum) equal to or greater
                    than the then current Investment Rate;

          (c)       deliver to the Trustee all documents necessary to enable the
                    Trustee to have each and every Authorised Investment
                    registered in the name of the Trustee or in the name of such
                    other person or persons as approved by the Trustee;

          (d)       not deal in any way with any person except at arm's length
                    in the ordinary course of business for valuable commercial
                    consideration;

          (e)       not advance money or make available financial accommodation
                    to or for the benefit of any person or give a guarantee or
                    Security Interest in connection with an obligation or
                    liability of any person except as permitted under the
                    Transaction Documents;

          (f)       not cease or materially change its business,

          (g)       not take any action in respect of a Loan which action is
                    contrary to the terms of the Mortgage Insurance Policy
                    covering that Loan unless it is approved by the relevant
                    Mortgage Insurer;

          (h)       not take any action in respect of a Loan which action is
                    contrary to the terms of any Title Insurance Policy covering
                    that Loan unless it is approved by the relevant Title
                    Insurer;

          (i)       not:

                    (i)       amend or vary, or consent to any amendment or
                              variation of,

                    (ii)      avoid, release, surrender, terminate, rescind,
                              discharge (other than by performance) or accept
                              the repudiation of, or

                    (iii)     expressly or impliedly waive, or extend or grant
                              time or indulgence of, any provision of or
                              obligation under,

                    any Transaction Document, where to do so would have an
                    Adverse Effect;

          (j)       take such steps as are reasonably available to it to ensure
                    that a Mortgage Insurer is not relieved from its liability
                    under its Mortgage Insurance Policy;

          (k)       take such steps as are reasonably available to it to ensure
                    that a Title Insurer is not relieved from its liability
                    under any of its Title Insurance Policies;

          (l)       where it is required to make any calculation, give any
                    notice or do any thing in order to enable the Trustee to
                    perform its obligations under any Transaction Document -
                    make that calculation, give that notice or do that thing;

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          (m)       co-operate with the Trustee in respect of the establishment
                    and maintenance by the Trustee of a compliance system
                    relating to the Assets of the Trust and any Mortgage made by
                    it 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 or in connection with the Assets of the
                    Trust and those Mortgages are fully discharged and that the
                    Trustee is informed of significant issues relating to any of
                    them;

          (n)       take such actions as are necessary to enforce or enable the
                    Trustee to enforce the rights of the Trustee under any
                    Transaction Document;

          (o)       ensure that:

                    (i)       the aggregate amount of all Gold Commitments at
                              any time does not comprise more than 20% of the
                              value of the Assets of the Trust; and

                    (ii)      the aggregate of the amounts outstanding under the
                              following Loans (as referred to in schedule 2):

                                        (1)       Interstar "Fix'n Float" Access
                                                  Account Loans; and

                                        (2)       Interstar "IO Fixed" Access
                                                  Account Loans,

                    which form part of the Assets of the Trust does not comprise
                    more than 25% of the value of the Assets of the Trust;

                    (iii)     subject to any other provisions, there will be no
                              restriction on the percentage of the Assets of the
                              Trust which may comprise:

                              (A)       Interstar "Premium" Access Account
                                        Loans; and

                              (B)       Interstar "IO Float" Access Account
                                        Loans,

                    as referred to in schedule 2;

                    (iv)      during any period when a fixed lower or acceptable
                              rate of interest (as opposed to the higher or
                              default rate of interest) is applicable under any
                              Interstar "Fix'n Float" Access Account Loan or any
                              Interstar "IO Fixed" Access Account Loan (as
                              referred to in schedule 2) such rate of interest
                              will not be less than the aggregate of:

                              (A)       the weighted average of the Interest
                                        Rate of the Class B2 Notes and the rate
                                        equal to the Bank Bill Rate and the
                                        Spread (as defined in the Class B1
                                        Currency Swap);

                              (B)       the Expenses Margin; and

                              (C)       0.25%;

          (p)       procure payment of any stamp duty payable in respect of
                    transfers to the Trustee of Authorised Investments by
                    Perpetual Trustees Victoria Limited as trustee of any trust
                    (other than a Trust as defined in the Master Trust Deed);
                    and

          (q)       in the event that it becomes aware of the Trustee failing to
                    pay any Interest in relation to Class B Notes within 10
                    Business Days of the Payment Date on which the Interest was
                    due to be paid, promptly notify each Designated Rating
                    Agency.

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7.8       ADDITIONAL REPRESENTATIONS AND WARRANTIES (LOANS) - SERVICER

          The Servicer makes the following representations and warranties to the
          Trust Manager, the Trustee, to each Noteholder and to the Security
          Trustee (who holds the benefit of the representations and warranties
          for the Mortgagees (as defined in the Security Trust Deed) in relation
          to a Sale Notice containing an offer in relation to which the Trust
          Manager has directed the Trustee to accept and the Loans, Loan Rights
          and Related Securities referred to in that Sale Notice (or the Loans
          originated in accordance with clause 9(b)(ii) or otherwise transferred
          to the Trustee by Perpetual Trustees Victoria Limited as trustee of a
          trust in accordance with the Master Trust Deed).

          (a)       (ELIGIBLE LOAN) As at the Cut-Off Date, each Loan which is
                    specified in that Sale Notice (or so originated or
                    transferred) is an Eligible Loan. In relation to any related
                    Loan Security that is required to be registered with any
                    Government Agency and which is not registered at the Cut-Off
                    Date, it will be registered.

          (b)       (LOAN SECURITIES) It has not done, or omitted to do,
                    anything which would prevent each Loan, Loan Security and
                    Related Security which is specified in that Sale Notice (or
                    so originated or transferred) from being valid, binding and
                    enforceable against the relevant Obligor(s) in all material
                    respects except to the extent that it is affected by laws
                    relating to creditors rights generally, or doctrines of
                    equity.

          (c)       (OWNERSHIP) In relation to each Loan Security which is
                    specified in that Sale Notice (or the relevant Trust
                    Manager's direction or transfer procedure), it has not done,
                    or omitted to do anything which would prevent the relevant
                    Obligor from being the sole legal owner of the relevant
                    Mortgaged Property and registered as the sole proprietor of
                    the relevant Mortgaged Property.

          (d)       (INSURANCE) As at the relevant Closing Date (or the date
                    specified in the relevant Trust Manager's direction), each
                    Loan which is specified in the Sale Notice (or the relevant
                    Trust Manager's direction or transfer procedure) is the
                    subject of a valid, binding and enforceable Mortgage
                    Insurance Policy from a Mortgage Insurer for the scheduled
                    term of that Loan. In the case of the assignment of Loans,
                    the assignment of each such Loan to the Trustee is not
                    contrary to the relevant Mortgage Insurance Policy. The
                    Servicer has not done or omitted to do anything which might
                    prejudicially affect or limit the rights of the Trustee
                    under or in respect of a Mortgage Insurance Policy to the
                    extent that those rights relate to that Loan or the related
                    Loan Security. On transfer to the Trustee of beneficial
                    title to a Purchased Loan (or on origination of a Loan), the
                    Trustee will have the benefit of the relevant Mortgage
                    Insurance Policy for that Loan.

          (e)       (SOLVENCY OF MORTGAGE INSURERS AND TITLE INSURERS) The
                    officers of the Servicer who have responsibility for the
                    transactions contemplated by the Transaction Documents do
                    not have actual notice that any Mortgage Insurer under any
                    Mortgage Insurance Policy or any Title Insurer under any
                    Title Insurance Policy in relation to a Loan is insolvent or
                    will be unable to pay a valid claim.

          (f)       (SELECTION PROCESS) There is no fraud, dishonesty, material
                    misrepresentation or negligence on the part of the Servicer
                    in connection with the selection and offer to the Trustee of
                    any

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                    Loans or related Loan Securities which are specified in that
                    Sale Notice (or the relevant Trust Manager's direction or
                    the transfer procedure).

          (g)       (NO RESCISSION, ETC) As at the Cut-Off Date, none of the
                    Loans or Loan Securities which are specified in that Sale
                    Notice (or the relevant Trust Manager's direction or the
                    transfer procedure) were satisfied, cancelled, discharged or
                    rescinded and the Mortgaged Property relating to each
                    relevant Loan and Loan Security had not been released from
                    the security of the relevant Loan Securities.

          (h)       (INTEREST RATE) Except as may be provided in a Loan
                    Agreement or Loan Security which is specified in the Sale
                    Notice (or the relevant Trust Manager's direction or the
                    transfer procedure), and subject to applicable laws, the
                    Servicer has not done, or omitted to do anything which would
                    render the interest rate for each such Loan subject to any
                    limitation, or to any consent, additional memoranda or other
                    writing required from the relevant Obligor to give effect to
                    a change in that rate and any change in that rate will be
                    effective on notice being given to that Obligor in
                    accordance with the terms of the relevant Loan or Loan
                    Security.

          (i)       (ASSIGNABILITY) In the case of the assignment of Loans, all
                    consents required in relation to the assignment of the Loans
                    and the related Loan Rights specified in that Sale Notice
                    (or the relevant Trust Manager's direction or the transfer
                    procedure) have been obtained. Those Loans and Loan Rights
                    are assignable.

          (j)       (ORDINARY COURSE OF BUSINESS) Between the relevant Cut-Off
                    Date and the relevant Closing Date (or the date specified in
                    the relevant Trust Manager's direction), the Servicer dealt
                    with the Loans and the Loan Securities specified in the Sale
                    Notice (or the relevant Trust Manager's direction or the
                    transfer procedure) in the ordinary course of its business.

7.9       REPETITION OF REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

          The representations, warranties and undertakings set out in clauses
          7.4, 7.5, 7.6, 7.7 and 7.8 will be deemed to be repeated on each date
          upon which Notes are issued.

8.        TRANSFERS TO OTHER TRUST
--------------------------------------------------------------------------------

          The Trust Manager may, from time to time, direct the Trustee to
          transfer a Loan held by the Trustee to any Other Trust. That transfer:

          (a)       must be in accordance with clause 7 of the Master Trust Deed
                    and the Series Notice for that Other Trust (as the case may
                    be);

          (b)       must be for a consideration equal to the Unpaid Balance of
                    that Loan;

          (c)       must not involve the transfer of a Loan which is in Arrears;
                    and

          (d)       may only be made if there are funds available to that Other
                    Trust to enable that Other Trust to pay the necessary
                    consideration for the transfer.

         The Trustee must comply with that direction.

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9.        PREFUNDING
--------------------------------------------------------------------------------

          (a)       If on a Note Issue Date, the Purchase Price for the
                    Purchased Loans is less than the amount received in
                    Australian dollars by the Trustee from the proceeds of the
                    issue of the Notes, the Trustee shall (at the direction of
                    the Trust Manager) retain the difference between the two
                    amounts to the extent it is not invested in Liquid
                    Authorised Investments in accordance with this Series Notice
                    (the PREFUNDING AMOUNT) in the Prefunding Account. The
                    Prefunding Amount must not, at any time, exceed the sum of
                    the Class A2 A$ Equivalent of US$[187,500,000] and the Class
                    B1 A$ Equivalent of US$[6,250,000].

          (b)       The Trustee must, at the direction of the Trust Manager (at
                    the Trust Manager's option), apply any or all of the
                    Prefunding Amount to:

                    (i)       acquire Loans:

                              (A)       from an Approved Seller by the Approved
                                        Seller delivering to the Trustee (on or
                                        before the Prefunding End Date) a Sale
                                        Notice in relation to those Loans in
                                        accordance with clause 8 of the Master
                                        Trust Deed (as amended by this Series
                                        Notice); or

                              (B)       from Perpetual Trustees Victoria Limited
                                        as trustee of a trust (on or before the
                                        Prefunding End Date) in accordance with
                                        the Master Trust Deed; or

                    (ii)      originate Loans in accordance with the procedures
                              in the ordinary course of the Servicer's business
                              (before the Prefunding End Date),

                    provided that each Loan so acquired or originated:

                    (iii)     complies with the Eligibility Criteria; and

                    (iv)      would not result in the downgrade or withdrawal of
                              rating of any Note by a Designated Rating Agency.

          (c)       On the Prefunding End Date, the balance of the Prefunding
                    Amount that has not been applied under paragraph (b) shall
                    be treated as Mortgage Principal Repayments received by the
                    Trustee during the immediately preceding Collection Period
                    and applied in accordance with clause 6.6 of this Series
                    Notice.

          (d)       The Trustee shall maintain the Prefunding Account as an
                    interest bearing account in accordance with the Transaction
                    Documents (including clause 26 of the Master Trust Deed).
                    The Trust Manager shall not direct the Trustee to, and the
                    Trustee shall not make any withdrawal from, the Prefunding
                    Account except for the following purposes:

                    (i)       to apply the Prefunding Account in accordance with
                              paragraphs (b) and (c) above;

                    (ii)      to transfer the credit balance of the Prefunding
                              Account in accordance with clause 26.1(d) of the
                              Master Trust Deed; and

                    (iii)     to pay Taxes payable in respect of the Prefunding
                              Account.

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10.      BENEFICIARY
--------------------------------------------------------------------------------
10.1     ISSUE OF UNITS

          (a)       The beneficial interest in the Trust will be constituted by
                    the issue of:

                    (i)       a single residual capital unit (the RESIDUAL
                              CAPITAL UNIT); and

                    (ii)      such numbers of residual income units (each, a
                              RESIDUAL INCOME UNIT) as the Trustee may issue
                              from time to time in accordance with this clause
                              10.1 and clause 10.3.

                    The holders of the Residual Capital Unit and the Residual
                    Income Units (each, a UNIT) hold the beneficial interest in
                    the Trust in accordance with the Master Trust Deed and this
                    Series Notice.

          (b)       The Trustee must, on payment by the relevant Beneficiary of
                    the issue price of the Unit specified below, issue a Unit by
                    registering that Beneficiary's name in the register kept
                    under this clause 10. A failure by the Trust Manager to
                    issue a Unit does not affect the Beneficiary's rights as
                    beneficiary of the Trust under the Master Trust Deed and
                    this Series Notice.

10.2      RESIDUAL CAPITAL UNIT

          (a)       The holder of the Residual Capital Unit is Allens Arthur
                    Robinson Corporate Advisory Pty Ltd.

          (b)       The issue price of the Residual Capital Unit is the amount
                    of $10, paid on establishment of the Trust.

          (c)       The holder of the Residual Capital Unit has no right to
                    receive distributions in respect of the Trust other than the
                    right to receive the amount of $10 on the termination of the
                    Trust. The Residual Capital Unit may not be redeemed at any
                    other time or in any other way.

          (d)       The Residual Capital Unit is not transferable.

          (e)       No other Residual Capital Units may be issued.

10.3      RESIDUAL INCOME UNIT

          (a)       A person may, with the consent of the Trust Manager and
                    (where there is at that time any existing holder of a
                    Residual Income Unit) that holder (each of whose consent may
                    be given or withheld in their absolute discretion), become
                    the holder of a Residual Income Unit by paying the
                    subscription price for the Residual Income Unit.

          (b)       The issue price of a Residual Income Unit will be the amount
                    agreed between the Trust Manager and the person applying for
                    the Residual Income Unit.

          (c)       The beneficial interest held by the Residual Income
                    Beneficiaries is limited to the Trust and each Asset of the
                    Trust (other than any Asset of the Trust held on trust for
                    the holder of the Residual Capital Unit under clause 10)
                    subject to and in accordance with the Master Trust Deed and
                    this Series Notice.


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          (d)       Subject to clause 29 of the Master Trust Deed, no Residual
                    Income Beneficiary has a right to receive distributions in
                    respect of the Trust other than:

                    (i)       the right to receive, pari passu, distributions in
                              respect of the Trust under the Master Trust Deed
                              and this Series Notice to the extent that
                              Beneficiary Distributions are available for
                              distribution under the Master Trust Deed and this
                              Series Notice; and

                    (ii)      the right to receive, pari passu, on the
                              termination of the Trust the entire beneficial
                              interest of the Trust, subject to the rights of
                              the holder of the Residual Capital Unit.

          (e)       Residual Income Units may not be redeemed at any other time
                    or in any other way.

          (f)       Each Residual Income Unit is transferable in accordance with
                    clause 10.5.

10.4      REGISTER

          (a)       The entitlement of any person to a Unit will be evidenced by
                    registration in the register maintained under this clause
                    10.4 (the REGISTER).

          (b)       The Trustee will keep the Register at its registered office
                    in a form that it considers appropriate and will enter the
                    following particulars.

                    (i)       The name and address of the holder of each Unit.

                    (ii)      The date on which the name of the holder of each
                              Unit is entered in the Register.

                    (iii)     The date on which the holder of a Unit ceases to
                              be registered as the holder of that Unit.

                    (iv)      The subscription moneys initially paid for each
                              Unit, and the aggregate subscription moneys of all
                              Units from time to time.

                    (v)       Any other details which the Trustee may consider
                              necessary or desirable.

          (c)       The holder of a Unit shall promptly notify the Trustee of
                    any change of name or address and the Trustee will alter the
                    Register accordingly.

          (d)       Without limiting clause 10.1, the interest of any holder in
                    a Unit will be constituted by registration in the register.

10.5      TRANSFER OF UNITS

          (a)       (i)       Subject to clause 10.2(d), the holder of a Unit
                              may transfer the Unit by instrument in writing in
                              any form approved by the Trustee. No fee will be
                              charged on the transfer of a Unit.

                    (ii)      An instrument of transfer shall be executed by or
                              on behalf both of the transferor and the
                              transferee.

                    (iii)     A transferor of a Unit remains the holder of the
                              Unit transferred until the transfer is registered
                              and the name of the transferee is entered in the
                              register in respect of the Unit.

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          (b)       The instrument of transfer of a Unit must be left for
                    registration at the address where the Register is kept on
                    which the Unit to which the transfer relates are registered.
                    It must be left together with any information that the
                    Trustee properly requires to show the right of the
                    transferor to make the transfer.

          (c)       The Trustee must notify each Designated Rating Agency and
                    the Trust Manager of any transfer of Units under this clause
                    10.5.

10.6      LIMIT ON RIGHTS

          Each Beneficiary is subject to, and bound by, the provisions of the
          Master Trust Deed (including clause 9.1 and 11.1).

11.       NOTE TRUSTEE
--------------------------------------------------------------------------------
11.1      CAPACITY

          The Note Trustee is a party to this Series Notice in its capacity as
          trustee for the US$ Noteholders from time to time under the Note Trust
          Deed.

11.2      EXERCISE OF RIGHTS

          (a)       The rights, remedies and discretions of the US$ Noteholders
                    under the Transaction Documents including all rights to vote
                    or give instructions to the Security Trustee and to enforce
                    undertakings or warranties under the Transaction Documents,
                    except as otherwise provided in the Note Trust Deed or the
                    Security Trust Deed, may only be exercised by the Note
                    Trustee on behalf of the US$ Noteholders in accordance with
                    the Note Trust Deed and the Security Trust Deed.

          (b)       The US$ Noteholders, except as otherwise provided in the
                    Note Trust Deed or the Security Trust Deed, may only
                    exercise enforcement rights in respect of the Mortgaged
                    Property in accordance with the Transaction Documents.

11.3      REPRESENTATION AND WARRANTY

          The Note Trustee represents and warrants to each other party to this
          Series Notice that it has the power under the Note Trust Deed to enter
          into the Transaction Documents to which it is a party and to exercise
          the rights, remedies and discretions of, and to vote on behalf of, the
          US$ Noteholders.

11.4      PAYMENTS

          Any payment to be made to the US$ Noteholders under the Transaction
          Documents may be made to the Principal Paying Agent or the Note
          Trustee (as the case may be) in accordance with the Agency Agreement
          and the Note Trust Deed.


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12.       TAX REFORM

--------------------------------------------------------------------------------
12.1      TAXATION OF TRUSTS AND CONSOLIDATED GROUPS

          The parties acknowledge that:

          (a)       the Commonwealth Government has withdrawn draft legislation
                    under which non-fixed trusts would have been taxed as
                    companies from 1 July 2001 but has indicated its intention
                    to take steps to avoid tax abusive use of trusts which may
                    include taxing some trusts as companies;

          (b)       on 22 August 2002, the New Business Tax System
                    (Consolidation) Act (No. 1) 2002 was enacted (the ACT).
                    Commencement of the Act is pending the enactment of further
                    legislation dealing with the consolidation measures. Whilst
                    it is not, as at the date of this Series Notice, the
                    intention of the Trustee or the Trust Manager that the Trust
                    form part of a consolidated group of companies and trusts
                    for tax purposes (a CONSOLIDATED TAX GROUP), if the Trust
                    becomes a member of a consolidated tax group, under the Act,
                    the Trustee could be liable for all, or a share, of a
                    tax-related liability of the head company of that
                    consolidated tax group (a GROUP TAX LIABILITY) if:

                    (i)       the head company of the consolidated tax group
                              does not pay that group tax liability by the time
                              it becomes due and payable; and

                    (ii)      that group tax liability is not covered by a tax
                              sharing agreement which is consistent with
                              regulations made, or guidelines published by the
                              Commissioner of Taxation, concerning the
                              allocation of group tax liabilities of a
                              consolidated tax group amongst certain members of
                              that group or which is otherwise accepted by the
                              Commissioner of Taxation as allocating the group
                              tax liabilities of the consolidated tax group
                              amongst those members on a reasonable basis (A
                              VALID TAX SHARING AGREEMENT); and

          (c)       it is in the interest of all parties, including the Trustee,
                    the Noteholders and the Beneficiaries, that:

                    (i)       the Trustee always be in a position to pay any tax
                              liability when due;

                    (ii)      the payment of tax by the Trustee must not affect
                              the amount of principal or interest payable on the
                              Notes or the timing of such payments; and

                    (iii)     the rating of the Notes be maintained.

12.2      AMENDING BILL - TAXATION OF TRUSTS

          If and when an amending Bill is introduced into the Federal Parliament
          (the AMENDING BILL), and the result of that amending Bill if it
          becomes law will be that the Trustee will become liable to pay tax on
          the net income of the Trust (as described in clause 12.1(a)), then:

          (a)       the Trust Manager shall promptly consult with the Trustee
                    and each Designated Rating Agency to determine what changes,
                    if any, are necessary to the cashflow methodology in clause
                    6 to achieve the objective referred to in clause 12.1(c)
                    (the OBJECTIVE); and

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          (b)       within one month of the amending Bill being introduced into
                    the Federal Parliament (or such longer time as the Trustee
                    and each Designated Rating Agency permit) the Trust Manager
                    shall provide a written recommendation to the Trustee and
                    use its best endeavours to provide a draft deed amending
                    this Series Notice that, if executed, will achieve the
                    Objective.

          If and when the amending Bill becomes law and upon the Trustee being
          notified that the draft deed amending this Series Notice will achieve
          the Objective (and in this regard the Trustee may rely (amongst
          others) upon advice of tax lawyers) and each of the other parties to
          this Series Notice being reasonably satisfied that it will not be
          adversely affected by the proposed amendments to this Series Notice,
          each party to this Series Notice shall execute that amendment deed.

          If the Trust Manager and the Trustee cannot agree to amend the Series
          Notice, they will proceed with unwinding the transaction.

12.3      GROUP TAX LIABILITIES

          If the Trust becomes a member of a consolidated tax group and the head
          company of that consolidated tax group does not at that time, or at
          any subsequent time, provide evidence to the satisfaction of the
          Trustee (which may rely upon the advice of tax lawyers, amongst
          others) that the tax liabilities of the consolidated group are covered
          by a valid tax sharing agreement that apportions those tax liabilities
          to the Trustee on a basis acceptable to the Trustee (and the Trustee
          acknowledges that a nil allocation of the group tax liabilities will
          be acceptable to it) then:

          (a)       the Trustee shall, as soon as is practicable, take steps to
                    ensure that the Trust ceases to be a member of that
                    consolidated group;

          (b)       the Trust Manager shall promptly consult with the Trustee
                    and each Designated Rating Agency to determine what changes,
                    if any, are necessary to the cashflow methodology in clause
                    6 to achieve the Objective; and

          (c)       within one month of such consultations commencing (or such
                    longer time as the Trustee and each Designated Rating Agency
                    may permit) the Trust Manager shall provide a written
                    recommendation to the Trustee and use its best endeavours to
                    provide a draft deed amending this Series Notice that, if
                    executed, will achieve the Objective.

          Upon the Trustee being notified that the draft deed amending this
          Series Notice will achieve the Objective (and in this regard the
          Trustee may rely upon advice of tax lawyers, amongst others) and each
          of the other parties to this Series Notice being reasonably satisfied
          that it will not be adversely affected by the proposed amendments to
          this Series Notice, each party to this Series Notice shall execute
          that amendment deed.

          If the Trust Manager and the Trustee cannot agree to amend this Series
          Notice, or that amendments to this Series Notice are not necessary,
          they will proceed with unwinding the transaction.

12.4     EVIDENCE OF TAX SHARING AGREEMENT

          The Trust Manager shall procure that the head company of a
          consolidated tax group of which the Trust becomes a member will:


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          (a)       ensure that the group tax liabilities of that consolidated
                    tax group are covered by a valid tax sharing agreement; and

          (b)       provide evidence of such a tax sharing agreement being in
                    place for the purposes of clause 12.3:

                    (i)       at the time the Trust becomes a member of the
                              consolidated tax group; and

                    (ii)      on each occasion that there is any alteration,
                              amendment or replacement of a tax sharing
                              agreement covering the tax liabilities of the
                              consolidated tax group.

12.5      OBJECTIVE

          Provided that the Trustee and the Designated Rating Agencies receive
          written advice from an experienced and reputable tax lawyer or tax
          accountant to the effect that if the cashflow methodology, as amended
          under clause 12.2 or 12.3, is followed the Objective will be met, and
          each Designated Rating Agency confirms in writing that the change in
          Tax law or the amendment under clause 12.2 or 12.3 (as the case may
          be) will not give rise to the downgrade or withdrawal of the rating of
          any Note rated by it:

          (a)       the Trustee shall not be obliged to obtain the consent of
                    any Noteholder, Creditor or Beneficiary to the amendment;
                    and

          (b)       subject to its terms, the amendment shall be effective when
                    executed, and may:

                    (i)       permit the Trustee to accumulate a reserve out of
                              moneys that would otherwise be payable to any
                              Beneficiary; and/or

                    (ii)      provide for Tax to be paid out of moneys that
                              would otherwise have been payable to any
                              Beneficiary.

12.6      BENEFICIARIES

          Without limiting clause 12.5, in formulating a proposal to meet the
          Objective, the Trust Manager shall have regard to the impact of any
          change to the cashflow methodology to the Beneficiaries, and shall
          consider proposals made by the Beneficiaries that will enable the
          Trustee to meet the Objective.

13.       ATTORNEYS
--------------------------------------------------------------------------------

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

14.       GOVERNING LAW
--------------------------------------------------------------------------------

          This Series Notice is governed by the laws of New South Wales. Each
          party submits to the non-exclusive jurisdiction of courts exercising
          jurisdiction there.

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15.       ANCILLIARY FACILITIES
--------------------------------------------------------------------------------

15.1      ANCILLARY FACILITIES

          (a)       Notwithstanding any other provision of the Transaction
                    Documents in relation to the Trust (including the Master
                    Trust Deed, the Security Trust Deed and the Servicing
                    Agreement), the Trust Manager, the Servicer and the Trustee
                    may:

                    (i)       enter into and perform;

                    (ii)      carry out any transaction contemplated by; and

                    (iii)     pay any amount payable or incurred under,

                    any Ancillary Facility Document.

          (b)       Without limiting the generality of paragraph (a):

                    (i)       the Trustee may mix, join or co-mingle all or any
                              part of the Assets of the Trust with any other
                              assets, investments or other property held or
                              owned by the Trustee (in its capacity as trustee
                              or custodian of any other trust or custodial
                              program) in:

                              (A)       entering into and performing;

                              (B)       carrying out any transaction
                                        contemplated by; and

                              (C)       paying any amount payable or incurred
                                        under,

                              any Ancillary Facility Document provided that,
                              except in the case of the powers in paragraphs
                              (vii) and (viii), Moody's has first confirmed in
                              writing that nothing in this paragraph (i) will
                              adversely affect Moody's rating of any Notes;

                    (ii)      the Trustee has the power to pay or to contribute
                              towards payment of any amount payable or liability
                              incurred by the Trustee arising out of, or in
                              connection with, any Ancillary Facility even
                              though the amount payable or liability incurred:

                              (A)       does not relate specifically to the
                                        Trust; and/or

                              (B)       relates to a number of trusts or
                                        custodial arrangements which includes
                                        the Trust,

                              provided that, except in the case of the powers in
                              paragraphs (vii) and (viii), Moody's has first
                              confirmed in writing that nothing in this
                              paragraph (ii) will adversely affect Moody's
                              rating of any Notes;

                    (iii)     the Trustee has the power to pay any fees,
                              charges, commissions, disbursements or any other
                              outgoings to any person arising out of, or in
                              connection with, the Authorised Investments or any
                              Ancillary Facility;

                    (iv)      an Obligor under a Purchased Loan shall be
                              entitled to make any repayment under the relevant
                              Loan Agreement or Mortgage (including any
                              Additional Repayment) utilising any payment method
                              as approved by the Trust Manager from time to time
                              including any payment by way of cheque, paperless
                              direct credit entry or the payment method known as
                              "BPAY";


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                    (v)       the Trust Manager, the Servicer and the Trustee
                              may give any indemnity in respect of any debt or
                              other obligation owing to any person arising out
                              of, or in connection with, the Authorised
                              Investments or any Ancillary Facility, including
                              the power to make any payment pursuant to any such
                              obligation, in accordance with the Ancillary
                              Facility Documents; and

                    (vi)      the Security Trustee confirms that the entry into
                              and performance of any Ancillary Facility
                              Document, the carrying out of any transaction
                              contemplated by any Ancillary Facility Document,
                              and the payment of any amount payable or incurred
                              under any Ancillary Facility Document, by the
                              Trust Manager, the Servicer or the Trustee does
                              not constitute any Event of Default under the
                              Security Trust Deed,

                    and the Trustee has power:

                    (vii)     to deposit moneys into a joint account in which
                              the money of Other Trusts are or may be deposited;
                              and

                    (viii)    permit the drawing by a Borrower of any moneys
                              from that joint account, notwithstanding that the
                              Borrower is a Borrower in respect of one trust
                              only, and the moneys are commingled with moneys of
                              Other Trusts.

          (c)       The Trustee and the Trust Manager agree that the Ancillary
                    Facility Documents will apply in respect of the Trust.

15.2      RECORD KEEPING OBLIGATIONS OF TRUST MANAGER

          In addition to and without limiting any obligations under any Finance
          Document, the Trust Manager:

          (a)       must keep proper records and accounts in relation to funds
                    in any Drawings Account, drawings by the relevant Borrower
                    or Mortgagor (as defined in the Ancillary Facility
                    Documents) made using any of the facilities or functionality
                    provided by NAB under the Ancillary Facility Documents and
                    fees charged to any Drawings Account, and shall make those
                    records and accounts available to any party on request; and

          (b)       undertakes for the benefit of the Trustee to:

                    (i)       comply with all its obligations under the
                              Ancillary Facility Documents and undertakes to use
                              its best endeavours to ensure that each of the
                              matters referred to in clauses 4.20 and 5.8 of the
                              Ancillary Facility Document which is the Cheque
                              Deposit and Direct Paperless Entry Facilities
                              Agreement is complied with irrespective of whether
                              it has an obligation to NAB to do so; and

                    (ii)      ensure that no Facilities Cheque or Direct
                              Paperless Entry (as defined in the Ancillary
                              Facility Documents) which it instructs or allows
                              NAB to accept, honour or pay will:

                              (A)       result in a Borrower or Mortgagor (as
                                        defined in the Ancillary Facility
                                        Documents) redrawing more than can
                                        properly be redrawn in accordance with
                                        the terms of that Borrowers' or
                                        Mortgagor's Loan Agreement; or


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                              (B)       result in a debit to the Drawings
                                        Account in an amount which, taking into
                                        account all other transactions on the
                                        Drawings Account, exceeds the amount in
                                        the Drawings Account which is referrable
                                        to the Trust which holds the Loan under
                                        which the Facilities Cheque or Direct
                                        Paperless Entry was drawn or authorised.

          (c)       In this clause 15.2, DRAWINGS ACCOUNT means:

                    (i)       any account referred to in the Ancillary Facility
                              Documents as a Trust Drawings Account or a
                              Nominated Account; or

                    (ii)      any other account which the parties agree is to be
                              a Drawings Account.


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SCHEDULE 1



          An Eligible Loan means a Loan which, as at the Cut-Off Date for that
          Loan has the following characteristics:

          (a)       is denominated and payable only in Australian dollars in
                    Australia;

          (b)       the interest rate applicable to the Loan must be either:

                    (i)       a variable rate based upon any determinant as may
                              be considered appropriate by the Servicer in its
                              absolute discretion;

                    (ii)      a fixed rate provided that a Loan shall only
                              incorporate a fixed rate of interest where:

                              (A)       the fixed rate does not apply for a
                                        continuous period exceeding five years
                                        from:

                                        (1)       the settlement date of the
                                                  Loan where the Loan bears a
                                                  fixed rate of interest from
                                                  the date it is settled; or

                                        (2)       the date on which the Loan
                                                  starts to bear a fixed rate of
                                                  interest, where that Loan
                                                  either:

                                                 (a)  bears a floating rate of
                                                      interest and is converting
                                                      to a fixed rate of
                                                      interest; or

                                                 (b)  bears a fixed rate of
                                                      interest which is
                                                      scheduled to convert to a
                                                      floating rate of interest
                                                      but (with the approval of
                                                      the relevant Mortgage
                                                      Insurer) the relevant
                                                      Obligor has elected to pay
                                                      a new fixed rate of
                                                      interest; and

                              (B)       the fixed rate cash flows are swapped to
                                        a floating rate pursuant to an Interest
                                        Rate Swap and the floating rate payable
                                        by the Swap Provider is set on the same
                                        dates as the Interest Rate is set on
                                        Notes; or

                    (iii)     a combination of a variable rate (as described in
                              sub-paragraph (b)(i)) as to part of the Loan
                              Amount and a fixed rate (as described in
                              sub-paragraph (b)(ii)) as to the balance of the
                              Loan Amount;

          (c)       is secured by a Mortgage that constitutes a first ranking
                    mortgage over freehold land or Crown leasehold land in
                    Australia which is or will be registered under Real Property
                    Legislation and satisfies the following criteria:

                    (i)       the amount secured or to be secured by the
                              Mortgage must not exceed $1,500,000;

                    (ii)      in respect of a Mortgage:

                              (A)       to secure a Loan for a principal amount:


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                                        (1)       not exceeding $300,000 - the
                                                  Loan to Value Ratio in respect
                                                  of that Loan must not exceed
                                                  95%; and

                                        (2)       exceeding $300,000 but not
                                                  exceeding $500,000 - the Loan
                                                  to Value Ratio in respect of
                                                  that Loan must not exceed 90%;

                              (B)       to secure a Loan exceeding $500,000 but
                                        not exceeding $1,000,000 - the Subject
                                        Property must constitute a single
                                        property within the metropolitan areas
                                        of Sydney, Melbourne, Brisbane, Adelaide
                                        or Perth and the Loan to Value Ratio in
                                        respect of that Loan must not exceed
                                        80%;

                              (C)       to secure a Loan exceeding $1,000,000
                                        but not exceeding $1,250,000 - the
                                        Subject Property must constitute a
                                        single property within the metropolitan
                                        areas of Melbourne or Sydney and the
                                        Loan to Value Ratio in respect of that
                                        Loan must not exceed 75%; and

                              (D)       to secure a Loan exceeding $1,250,000 -
                                        the Subject Property must constitute a
                                        single property within the metropolitan
                                        areas of Melbourne or Sydney and the
                                        Loan to Value Ratio in respect of that
                                        Loan must not exceed 65%.

                    (iii)     the Subject Property has a completed residential
                              dwelling erected thereon;

                    (iv)      the improvements on the Subject Property are
                              insured against such risks (including fire and
                              general insurance) as the Servicer deems in its
                              absolute discretion should be the subject of
                              insurance cover and the insurance policy in
                              respect of such cover must be endorsed with the
                              name of the Trustee as mortgagee;

                    (v)       the Subject Property is valued by a valuer
                              approved of by the Servicer unless:

                              (A)       the Loan to Value Ratio does not exceed
                                        80%;

                              (B)       the Loan Amount does not exceed:

                                        (1)       $250,000 when secured over a
                                                  single property within the
                                                  metropolitan area of Sydney;

                                        (2)       $200,000 when secured over a
                                                  single property within any
                                                  other city and metropolitan
                                                  areas of Australia; or

                                        (3)       $150,000 when secured over a
                                                  single property within any
                                                  other areas of Australia; and

                              (C)       the predominant purpose of the Loan is
                                        the purchase of the Subject Property;
                                        and

                    (vi)      all security documents have been:

                              (A)       prepared by law firms or Title Insurers
                                        appointed by and acting for the relevant
                                        Approved Seller and the Servicer or,
                                        where Loans are originated by the
                                        Trustee, acting for the Trustee and the
                                        Servicer; and

                              (B)       prepared in accordance with applicable
                                        Consumer Credit Legislation;

          (d)       which, together with all other Loans held by the Trustee,
                    has the following characteristics:


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                    (i)       at least 90% of the aggregate Subject Property of
                              all Loans must be located in metropolitan areas of
                              the capital cities and major regional centres of
                              Australia; and

                    (ii)      not more than 15% of the aggregate Loan Amount of
                              the Loans shall comprise individual Loans each
                              with a Loan Amount exceeding $500,000 and secured
                              by a Mortgage over a single property;

          (e)       (i)       the relevant Approved Seller is the beneficial
                              owner of each Loan and Mortgage at the time of the
                              equitable assignment;

                    (ii)      the Trustee will be the beneficial owner of each
                              Loan and Mortgage after that assignment (free of
                              any encumbrances);

                    (iii)     the Loan and Mortgage are valid and enforceable;


                    (iv)      all applicable stamp duties have been paid on the
                              Mortgage;

                    (v)       the Loan and Mortgage will form part of the Assets
                              of the Trust;

                    (vi)      the whole of the right, title and interest of the
                              mortgagee under the Mortgage will be acquired by
                              the Trustee;

                    (vii)     the Loan has been serviced and managed in
                              accordance with the requirements of the Servicer's
                              policy and procedures manual;

                    (viii)    the Mortgage Insurance Policy and any Title
                              Insurance Policy in relation to the Loan and the
                              related Mortgage does not restrict the assignment
                              to the Trustee;

                    (ix)      the Loan is not in Arrears over 30 days at the
                              Cut-Off Date;

                    (x)       the Loan is subject to monthly, fortnightly or
                              weekly payments which fully amortise the Loan over
                              its term;

                    (xi)      the Loan Agreement and the Mortgage comply in all
                              material respects with all applicable laws
                              (including any Consumer Credit Legislation);

                    (xii)     the Loan Agreement and the Mortgage are assignable
                              by the relevant Approved Seller in equity without
                              prior consent being required from, or notice of
                              the assignment needing to be given to, the
                              mortgagor, the Obligor or any other person; and

                    (xiii)    the Loan Agreement and the Mortgage have been duly
                              authorised and are in full force and effect and
                              constitute legal, valid and binding obligations of
                              the relevant Obligor and mortgagor enforceable
                              against that Obligor and mortgagor in accordance
                              with its terms and is not subject to any dispute,
                              offset or counterclaim;

          (f)       is covered by a valid, binding and enforceable Mortgage
                    Insurance Policy;

          (g)       has an Obligor (and where the Servicer so requires, a
                    guarantor) that is a natural person or a corporation;

          (h)       was approved and (if relevant) originated by the Servicer in
                    the ordinary course of its business;

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          (i)       the relevant Obligor in respect of which is required to
                    repay the Loan by no later than October 2032; and

          (j)       does not require (nor does the relevant Loan Agreement
                    require) the Trustee to provide any Redraws or other
                    advances once the initial funding has been provided under
                    the relevant Loan Agreement.












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<TABLE>
<CAPTION>

Series Notice                                                                          Allens Arthur Robinson
--------------------------------------------------------------------------------------------------------------



SCHEDULE 2

------------------------------------------------ --------------------------------------------------------------
NAME OF LOAN                                     GENERAL CHARACTERISTICS OF LOAN
------------------------------------------------ --------------------------------------------------------------
<S>                                              <C>
Interstar "Premium" Access Account               Amortising principal and interest repayment ("P&I") loans with
                                                 an interest rate variable at the discretion of the Servicer and
                                                 incorporating limited "redraw" facilities that will be available
                                                 to borrowers only at the sole discretion of the Servicer.
------------------------------------------------ --------------------------------------------------------------
Interstar "Fix'n Float" Access Account           Amortising "P&I" loans with an interest rate fixed for a
                                                 specific initial period of up to five years after which the
                                                 interest rate converts to a variable rate at the discretion of
                                                 the Servicer.
------------------------------------------------ --------------------------------------------------------------
Interstar "IO Float" Access Account              Non-amortising loans requiring interest only repayments by
                                                 the borrowers for a specific initial period of up to ten
                                                 years with an interest rate variable at the discretion of
                                                 the Servicer.  At the expiration of the initial period the
                                                 loans convert to the standard amortising "P&I" loans with an
                                                 interest rate variable at the discretion of the Servicer.
------------------------------------------------ --------------------------------------------------------------
Interstar "IO Fixed" Access Account              Non-amortising loans requiring interest only repayments by
                                                 the borrowers for a specific initial period of up to five
                                                 years with an interest rate fixed for this initial period.
                                                 At the expiration of the initial period the loans convert to
                                                 the standard amortising "P&I" loans with an interest rate
                                                 variable at the discretion of the Servicer.
------------------------------------------------ --------------------------------------------------------------
Interstar "Line of Credit" Access Account        Amortising line of credit "P&I" loans with an interest rate
                                                 variable at the discretion of the Servicer, and incorporating
                                                 facilities that allow borrowers to:

                                                 (a)      draw funds up to a predetermined amortising limit;

                                                 (b)      repay some or all of those funds; and

                                                 (c)      redraw those funds again up to the then-current
                                                          amortised limit subject always to such right to
                                                          redraw funds being at the absolute discretion of
                                                          the Servicer,

                                                 during the life of the loan facility.
------------------------------------------------ --------------------------------------------------------------

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


<CAPTION>
------------------------------------------------ --------------------------------------------------------------
NAME OF LOAN                                     GENERAL CHARACTERISTICS OF LOAN
------------------------------------------------ --------------------------------------------------------------
<S>                                              <C>


Interstar "Split" Access Account                 A combined facility which:

                                                 (a)   as to a specified dollar proportion of the facility
                                                       has the general characteristics of one type of Loan
                                                       as referred to above; and

                                                 (b)   as to the remaining dollar proportion of the
                                                       facility has the general characteristics of another
                                                       type of Loan as referred to above.
------------------------------------------------ --------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------
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EXECUTED as a deed.


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



TRUSTEE


SIGNED SEALED AND DELIVERED for PERPETUAL
TRUSTEES VICTORIA LIMITED by its attorney in the
presence of:

--------------------------------        ----------------------------------------
Witness Signature                       Attorney Signature

--------------------------------        ----------------------------------------
Print Name                              Print Name


TRUST MANAGER


SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITISATION MANAGEMENT PTY LIMITED by its
attorney in the presence of:

--------------------------------        ----------------------------------------
Witness Signature                       Attorney Signature

--------------------------------        ----------------------------------------
Print Name                              Print Name



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SERVICER


SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITIES (AUSTRALIA) PTY LIMITED by its
attorney in the presence of:

------------------------------------        ------------------------------------
Witness Signature                           Attorney Signature

------------------------------------        ------------------------------------
Print Name                                  Print Name


SECURITY TRUSTEE


SIGNED SEALED AND DELIVERED for PERPETUAL
TRUSTEE COMPANY LIMITED by its attorney in the
presence of:

------------------------------------        ------------------------------------
Witness Signature                           Attorney Signature

------------------------------------        ------------------------------------
Print Name                                  Print Name


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APPROVED SELLERS


SIGNED SEALED AND DELIVERED for INTERSTAR
NOMINEES (B) PTY LIMITED by its attorney in the
presence of:

---------------------------------        ---------------------------------------
Witness Signature                        Attorney Signature

---------------------------------        ---------------------------------------
Print Name                               Print Name


SIGNED SEALED AND DELIVERED for INTERSTAR
NOMINEES (R) PTY LIMITED by its attorney in the
presence of:

---------------------------------        ---------------------------------------
Witness Signature                        Attorney Signature

---------------------------------        ---------------------------------------
Print Name                               Print Name


SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITIES (AUSTRALIA) PTY LIMITED by its attorney
in the presence of:

---------------------------------        ---------------------------------------
Witness Signature                        Attorney Signature




--------------------------------------------------------------------------------
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---------------------------------        ---------------------------------------
Print Name                               Print Name


NOTE TRUSTEE, CALCULATION AGENT, PRINCIPAL PAYING AGENT AND NOTE REGISTRAR


SIGNED SEALED AND DELIVERED for THE BANK OF
NEW YORK, NEW YORK BRANCH by its attorney in
the presence of:

---------------------------------        ---------------------------------------
Witness Signature                        Attorney Signature

---------------------------------        ---------------------------------------
Print Name                               Print Name



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