<PAGE>

REDRAW FUNDING FACILITY
AGREEMENT FOR THE ISSUE AND R
EPAYMENT OF NOTES
SMHL GLOBAL FUND NO. 4

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827

ME PORTFOLIO MANAGEMENT LIMITED
ABN 79 005 964 134

and

ME PORTFOLIO MANAGEMENT LIMITED
ABN 79 005 964 134






[FREEHILL LOGO OMITTED]


MLC Centre Martin Place Sydney New South Wales 2000 Australia
Telephone 61 2 9225 5000  Facsimile 61 2 9322 4000
www.freehills.com  DX 361 Sydney


SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY SINGAPORE
Correspondent Offices JAKARTA KUALA LUMPUR

Liability limited by the Solicitors' Limitation of Liability
Scheme, approved under the Professional Standards Act 1994
(NSW)


Reference PJSR: TEL: 25E



<PAGE>



TABLE OF CONTENTS

Clause                                                                      Page

1        DEFINITIONS AND INTERPRETATION                                        2

         1.1      Definitions                                                  2
         1.2      Interpretation                                               5
         1.3      Business Day                                                 7
         1.4      Transaction Document                                         7

2        THE NOTES                                                             7

         2.1      Application for and Issue of Notes                           7
         2.2      Acknowledgment of Indebtedness                               8
         2.3      Obligations under Notes                                      8
         2.4      Ownership of Notes                                           8
         2.5      Register                                                     8

3        REDRAW FACILITIES                                                     8

         3.1      Purpose                                                      8
         3.2      Loan Redraws                                                 9

4        FUNDING PROCEDURES                                                    9

         4.1      Delivery of Funding Notice                                   9
         4.2      Requirements for a Funding Notice                            9
         4.3      Delivery of Facility Provider Funding Notice                 9
         4.4      Requirements for a Facility Provider Funding Notice          9
         4.5      Copy of the Note                                            10
         4.6      Irrevocability of Funding Notice                            10
         4.7      Notification of Funding Rate                                10

5        LOAN FACILITY                                                        10

         5.1      Provision of Funding Portions                               10
         5.2      Repayment                                                   11
         5.3      Repayment of Outstanding Moneys                             11
         5.4      Interest                                                    11
         5.5      Order of Repayment                                          12

6        PAYMENTS                                                             12

         6.1      Manner of payments                                          12
         6.2      Payments on a Business Day                                  12
         6.3      Appropriation of payments                                   13
         6.4      Payments in gross                                           13
         6.5      Taxation deduction procedures                               13
         6.6      Amounts payable on demand                                   13

7        REPRESENTATIONS AND WARRANTIES                                       14

         7.1      By the Issuer                                               14
         7.2      By the SF Manager                                           15


                                                                          PAGE 1
<PAGE>

         7.3      Survival and repetition of representations and warranties   15
         7.4      Reliance by the Note Holder and OF Manager                  16

8        UNDERTAKINGS                                                         16

         8.1      Term of undertakings                                        16
         8.2      Compliance with Covenants                                   16

9        EVENTS OF DEFAULT                                                    16

         9.1      Effect of Event of Default                                  16
         9.2      Issuer to continue to perform                               16
         9.3      Enforcement                                                 17

10       INCREASED COSTS, ILLEGALITY AND YIELD PROTECTION                     17

         10.1     Increased costs                                             17
         10.2     Illegality                                                  18

11       TRUSTEE LIMITATION OF LIABILITY PROTECTION                           18

         11.1     Limitation of Liability - Issuer                            18
         11.2     Limitation of Liability - Note Holder                       19
         11.3     Wilful Default of the Issuer and the Note Holder            20

12       INDEMNITIES                                                          21

         12.1     General indemnity                                           21
         12.2     Continuing indemnities and evidence of loss                 21
         12.3     Funds available for indemnity                               22
         12.4     Negligence, wilful default or breach of law                 22
         12.5     Notification from Note Holder or OF Manager                 22

13       TAX, COSTS AND EXPENSES                                              22

         13.1     Tax                                                         22
         13.2     Costs and expenses                                          23

14       INTEREST ON OVERDUE AMOUNTS                                          23

         14.1     Payment of interest                                         23
         14.2     Accrual of interest                                         24
         14.3     Rate of interest                                            24

15       ASSIGNMENT                                                           24

         15.1     Assignment by Transaction Party                             24
         15.2     Assignment by Note Holder and OF Manager                    24
         15.3     Assist transfer or assignment                               24
         15.4     Participation permitted                                     24
         15.5     Lending Office                                              24
         15.6     Disclosure                                                  25
         15.7     No increase in costs                                        25

16       GENERAL                                                              25

         16.1     Confidential information                                    25


                                                                          PAGE 2
<PAGE>

         16.2     Performance by Note Holder of obligations                   25
         16.3     Transaction Party to bear cost                              25
         16.4     Notices                                                     25
         16.5     Governing law and jurisdiction                              27
         16.6     Prohibition and enforceability                              27
         16.7     Waivers                                                     27
         16.8     Variation                                                   28
         16.9     Cumulative rights                                           28
         16.10    Attorneys                                                   28
         16.11    Binding Obligations                                         28
         16.12    Winding up of Securitisation Fund                           28
         16.13    Termination clause                                          28




                                                                          PAGE 3
<PAGE>
--------------------------------------------------------------------------------
THIS REDRAW FUNDING FACILITY AGREEMENT

         is made on [##] 2003 between the following parties:

         1.      PERPETUAL TRUSTEES AUSTRALIA LIMITED
                 ABN 86 000 431 827
                 in its capacity as trustee of the Securitisation Fund
                 (as hereinafter defined) of Level 7, 39 Hunter Street,
                 Sydney, New South Wales
                 (ISSUER)

         2.      PERPETUAL TRUSTEES AUSTRALIA LIMITED
                 ABN 86 000 431 827
                 in its capacity as trustee of the Origination Fund (as
                 hereinafter defined) of Level 7, 39 Hunter Street,
                 Sydney, New South Wales
                 (NOTE HOLDER)

         3.      ME PORTFOLIO MANAGEMENT LIMITED
                 ABN 79 005 964 134
                 in its capacity as manager of the Securitisation Fund
                 of Level 23, 360 Collins Street, Melbourne, Victoria
                 (SF MANAGER)

         4.      ME PORTFOLIO MANAGEMENT LIMITED
                 ABN 79 005 964 134
                 in its capacity as manager of the Origination Fund
                 of Level 23, 360 Collins Street, Melbourne, Victoria
                 (OF MANAGER)

RECITALS

         A.       The Issuer is the trustee, and the SF Manager is the manager,
                  of the Securitisation Fund.

         B.       The Note Holder is the trustee, and the OF Manager is the
                  manager, of the Origination Fund.

         C.       The SF Manager has requested the OF Manager to direct the Note
                  Holder to make available a loan facility to the Issuer under
                  which the Issuer will issue Notes to the Note Holder and the
                  Note Holder will purchase Notes from the Issuer.

         D.       The Note Holder and the OF Manager have agreed to make
                  available a facility on the terms and conditions of this
                  agreement and have agreed with the SF Manager and the Issuer
                  that the terms and conditions of the issue and repayment of
                  any such Notes are those contained in this agreement.

THE PARTIES AGREE

         in consideration of, among other things, the mutual promises contained
         in this agreement:



                                                                          PAGE 1
<PAGE>

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1        DEFINITIONS AND INTERPRETATION

         1.1      DEFINITIONS

                  In this agreement:

                  ATTORNEY means an attorney appointed under a Material
                  Document;

                  BASE RATE means in respect of a Funding Portion and a Payment
                  Period:

                  (a)      the rate percent per annum determined by the OF
                           Manager by taking the rates quoted on the page
                           entitled "BBSW" on the Reuters Monitor System at or
                           about 10.10 am (Melbourne time) on the Funding Date
                           by each Reference Bank (provided that at least 4
                           Reference Banks are quoting) as being its mean buying
                           and selling rate for a bank accepted Bill having a
                           tenor equal to 90 days eliminating one of the highest
                           and one of the lowest mean rates, and then
                           calculating the average of the remaining mean rates
                           and then (if necessary) rounding up the resultant
                           figure to four decimal places; or

                  (b)      if in respect of any Funding Date the Base Rate
                           cannot be determined because:

                           (1)      less than 4 Reference Banks have quoted
                                    their relevant rates; or

                           (2)      the Payment Period does not equal a tenor in
                                    relation to which at least 4 Reference Banks
                                    have quoted their relevant rates,

                           on the page entitled "BBSW" on the Reuters Monitor
                           System on the Funding Date, the rate percent per
                           annum calculated by the OF Manager in accordance with
                           paragraph (a) of this definition but by taking the
                           buying and selling rates otherwise quoted by 4 of the
                           Reference Banks on application by the OF Manager, for
                           bank accepted Bills of the same tenor and a face
                           value amount of A$1,000,000 each; or

                  (c)      if in respect of any Funding Date the Base Rate
                           cannot be determined in accordance with paragraphs
                           (a) or (b) of this definition, the rate percent per
                           annum determined by the OF Manager in good faith to
                           be the rate most nearly approximating the rate that
                           would otherwise have been calculated by the OF
                           Manager in accordance with paragraph (a) of this
                           definition having regard to comparable indices then
                           available in the then current bill market;

                  BILL means a bill of exchange as defined in the Bills of
                  Exchange Act 1909 (Cth), but does not include a cheque;

                  BUSINESS DAY means a day on which banks are open for business
                  in Melbourne and Sydney excluding a Saturday, Sunday or public
                  holiday;

                  CARD AND CHEQUE FACILITIES means any Card Facility and any
                  Cheque and Direct Entry Facility;

                  CARD FACILITY means any facility in force in respect of the
                  Origination Fund relating to the provision of credit cards or
                  debit cards;

                  CHEQUE AND DIRECT ENTRY FACILITY means any facility in force
                  in respect of the Origination Fund relating to the provision
                  of either or both of direct entry facilities and cheque
                  facilities;



                                                                          PAGE 2
<PAGE>

                  CLASS A NOTES has the meaning given to it by the Supplementary
                  Bond Terms;

                  CLASS B NOTES has the meaning given to it by the Supplementary
                  Bond Terms;

                  CONDITIONS means the terms and conditions as set out in
                  schedule 2;

                  DOLLARS, A$ and $ means the lawful currency of the
                  Commonwealth of Australia;

                  DRAWDOWN NOTICE means a Funding Notice or a Facility Provider
                  Funding Notice;

                  EVENT OF DEFAULT means an Event of Default as defined in the
                  Security Trust Deed;

                  EXCLUDED TAX means any Tax imposed by any jurisdiction on the
                  net income of the Note Holder;

                  FACILITY means the redraw funding facility made available by
                  the Note Holder to the Issuer under this agreement (by
                  purchase of Notes);

                  FACILITY PROVIDER means the provider of any of the Card and
                  Cheque Facilities;

                  FACILITY PROVIDER FUNDING NOTICE means a notice given, or to
                  be given, under clauses 4.3 and 4.4;

                  FUNDING DATE means the date on which a Note will be issued (as
                  stipulated in the Funding Notice) and the date on which a
                  Funding Portion is, or is to be, advanced or regarded as
                  advanced to the Issuer under this agreement;

                  FUNDING NOTICE means a notice given, or to be given, under
                  clauses 4.1 and 4.2;

                  FUNDING PORTION means in relation to any Note, the principal
                  amount of that Note to be provided or outstanding at that time
                  (as the case may be);

                  FUNDING RATE means for any Payment Period the rate per cent
                  per annum which is the aggregate of the Base Rate for that
                  Payment Period and the Margin;

                  GOVERNMENTAL AGENCY means any government or any governmental,
                  semi-governmental, administrative, fiscal or judicial body,
                  department, commission, authority, tribunal, agency or entity;

                  LENDING OFFICE means the office of the Note Holder set out on
                  page 1 of this agreement or such other office as notified by
                  the Note Holder under this agreement;

                  MARGIN means that percentage notified by the OF Manager to the
                  SF Manager on or about the issue of a Note as the margin
                  applicable to that Note;

                  MASTER TRUST DEED means the Master Trust Deed dated 4 July
                  1994 made between Superannuation Members' Home Loans Limited
                  and Perpetual Trustees Australia Limited and providing for the
                  establishment of a series of separate trusts known
                  collectively as the Superannuation Members' Home Loans Trust,
                  as amended from time to time;

                  MATERIAL DOCUMENTS means:

                  (a)      this agreement (including each Note); and

                  (b)      the Security Trust Deed; and

                  (c)      the Supplementary Bond Terms;

                  NOTE means a Note issued under Parts 2 and 4;



                                                                          PAGE 3
<PAGE>

                  NOTE HOLDER means Perpetual Trustees Australia Limited or any
                  person entitled to be registered as a Note Holder in
                  accordance with this agreement;

                  OFFICER means:

                  (a)      in relation to the Issuer and Note Holder, a
                           director, secretary or other person whose title
                           contains the word or words "manager" or "counsel";
                           and

                  (b)      in relation to the SF Manager and OF Manager, a
                           director or a secretary, or a person notified to be
                           an authorised officer of the relevant party;

                  ORIGINATION FUND means Superannuation Members' Home Loans
                  Origination Fund No. 3;

                  ORIGINATION FUND LOAN has the same meaning as in clause 3.3;

                  OUTSTANDING MONEYS means all debts and monetary liabilities of
                  the Issuer to the Note Holder under or in relation to any
                  Material Document and in any capacity, irrespective of whether
                  the debts or liabilities:

                  (a)      are present or future;

                  (b)      are actual, prospective, contingent or otherwise;

                  (c)      are at any time ascertained or unascertained;

                  (d)      are owed or incurred by or on account of the Issuer
                           alone, or severally or jointly with any other person;

                  (e)      are owed to or incurred for the account of the Note
                           Holder alone, or severally or jointly with any other
                           person;

                  (f)      are owed or incurred as principal, interest, fees,
                           charges, taxes, duties or other imposts, damages
                           (whether for breach of contract or tort or incurred
                           on any other ground), losses, costs or expenses, or
                           on any other account; or

                  (g)      comprise any combination of the above;

                  OVERDUE RATE means on any date the rate percent per annum
                  which is the aggregate of 2% per annum and the Funding Rate;

                  PAYMENT DATE has the meaning given to it under the
                  Supplementary Bond Terms in respect of the Class A Notes;

                  PAYMENT PERIOD means the period from and including the last
                  Payment Date to but excluding the next Payment Date except
                  that the first Payment Period will commence on the relevant
                  Funding Date and the last Payment Period will end on the
                  Termination Date;

                  POWER means any right, power, authority, discretion or remedy
                  conferred on the Note Holder or OF Manager, or a Receiver or
                  an Attorney by any Transaction Document or any applicable law;

                  PRINCIPAL OUTSTANDING means at any time the aggregate
                  principal amount of all outstanding Funding Portions at that
                  time;

                  REDRAW AMOUNT has the same meaning as in clause 3.2(a);

                  REDRAW FACILITY means a facility contained in a loan or other
                  form of financial accommodation the repayment of which is
                  secured by a mortgage granted or transferred to the Issuer,
                  which allows the mortgagor under that mortgage to redraw
                  amounts prepaid under that loan;



                                                                          PAGE 4
<PAGE>

                  REFERENCE BANK means any one of Commonwealth Bank of
                  Australia, Westpac Banking Corporation, National Australia
                  Bank Limited and Australia and New Zealand Banking Group
                  Limited;

                  REGISTER means the register of Note Holders maintained by the
                  Issuer;

                  SAME DAY FUNDS means bank cheque or other immediately
                  available funds;

                  SECURED CREDITORS has the meaning given to it in the Security
                  Trust Deed;

                  SECURITISATION FUND means the Securitisation Fund constituted
                  under the Master Trust Deed known as the Superannuation
                  Members' Home Loans Global Fund No. 4;

                  SECURITY TRUST DEED means the Security Trust Deed in respect
                  of the Securitisation Fund between the Issuer, the SF Manager,
                  Perpetual Trustee Company Limited ABN 42 000 001 007 as
                  Security Trustee and The Bank of New York as Note Trustee;

                  SUPPLEMENTARY BOND TERMS means the Supplementary Bond Terms
                  Notice dated on or about the date of this agreement in respect
                  of the Securitisation Fund and providing the terms of issue of
                  Class A Notes and Class B Notes;

                  TAX means:

                  (a)      any tax, levy, charge, impost, duty, fee, deduction,
                           compulsory loan or withholding; or

                  (b)      any income, stamp or transaction duty, tax or charge,

                  which is assessed, levied, imposed or collected by any
                  Governmental Agency and includes, but is not limited to, any
                  interest, fine, penalty, charge, fee or other amount imposed
                  on or in respect of any of the above;

                  TERMINATION DATE means the day which is 1 Business Day prior
                  to the Final Maturity Date as defined in the Supplementary
                  Bond Terms;

                  TRANSACTION DOCUMENT has the meaning given to it in the Master
                  Trust Deed and includes this agreement and any document or
                  agreement entered into or given under it (including Notes);

                  TRANSACTION PARTY means:

                  (a)      the Issuer; or

                  (b)      the SF Manager.

         1.2      INTERPRETATION

                  In this agreement, headings and boldings are for convenience
                  only and do not affect the interpretation of this agreement
                  and, unless the context otherwise requires:

                  (a)      words importing the singular include the plural and
                           vice versa;

                  (b)      words importing a gender include any gender;

                  (c)      other parts of speech and grammatical forms of a word
                           or phrase defined in this agreement have a
                           corresponding meaning;

                                                                          PAGE 5
<PAGE>

                  (d)      an expression importing a natural person includes any
                           company, partnership, joint venture, association,
                           corporation or other body corporate and any
                           Governmental Agency;

                  (e)      a reference to any thing (including, but not limited
                           to, any right) includes a part of that thing;

                  (f)      a reference to a part, clause, party, annexure,
                           exhibit or schedule is a reference to a part and
                           clause of, and a party, annexure, exhibit and
                           schedule to, this agreement and a reference to this
                           agreement includes any annexure, exhibit and
                           schedule;

                  (g)      a reference to a statute, regulation, proclamation,
                           ordinance or by-law includes all statutes,
                           regulations, proclamations, ordinances or by-laws
                           amending, consolidating or replacing it, and a
                           reference to a statute includes all regulations,
                           proclamations, ordinances and by-laws issued under
                           that statute;

                  (h)      a reference to a document includes all amendments or
                           supplements to, or replacements or novations of, that
                           document;

                  (i)      a reference to liquidation includes appointment of an
                           administrator, compromise, arrangement, merger,
                           amalgamation, reconstruction, winding up,
                           dissolution, assignment for the benefit of creditors,
                           scheme, composition or arrangement with creditors,
                           insolvency, bankruptcy, or a similar procedure or,
                           where applicable, changes in the constitution of any
                           partnership or person or death;

                  (j)      a reference to a party to any document includes that
                           party's successors and permitted assigns;

                  (k)      a reference to an agreement other than this agreement
                           includes an undertaking, deed, agreement or legally
                           enforceable arrangement or understanding whether or
                           not in writing;

                  (l)      a reference to an asset includes all property of any
                           nature, including, but not limited to, a business,
                           and all rights, revenues and benefits;

                  (m)      a reference to a document includes any agreement in
                           writing, or any certificate, notice, instrument or
                           other document of any kind;

                  (n)      no provision of this agreement will be construed
                           adversely to a party solely on the ground that the
                           party was responsible for the preparation of this
                           agreement or that provision;

                  (o)      a reference to the drawing, accepting, endorsing or
                           other dealing with or of a Bill refers to a drawing,
                           accepting, endorsing or dealing within the meaning of
                           the Bills of Exchange Act 1909;

                  (p)      a reference to a body, other than a party to this
                           agreement (including, without limitation, an
                           institute, association or authority), whether
                           statutory or not:

                           (1)      which ceases to exist; or

                           (2)      whose powers or functions are transferred to
                                    another body,

                           is a reference to the body which replaces it or which
                           substantially succeeds to its powers or functions;
                           and



                                                                          PAGE 6
<PAGE>

                  (q)      the Issuer or the Note Holder will only be considered
                           to have knowledge or awareness of, or notice of, a
                           thing, or grounds to believe any thing, by virtue of
                           the officers of the Issuer or the Note Holder having
                           day to day responsibility for the administration of
                           the Origination Fund or the Securitisation Fund (as
                           the case may be) having actual knowledge, actual
                           awareness or actual notice of that thing, or grounds
                           or reason to believe that thing (and similar
                           references will be interpreted in this way). In
                           addition, notice, knowledge or awareness of an Event
                           of Default means notice, knowledge or awareness of
                           the occurrence of the events or circumstances
                           constituting an Event of Default and that those
                           events or circumstances constitute an Event of
                           Default.

         1.3      BUSINESS DAY

                  Unless otherwise stipulated in this agreement, where the day
                  on or by which any thing is to be done is not a Business Day,
                  that thing must be done on or by the succeeding Business Day.

         1.4      TRANSACTION DOCUMENT

                  The parties agree that this agreement and any document or
                  agreement entered into or given under it (including a Note) is
                  a "Transaction Document" for the purposes of the Master Trust
                  Deed.

--------------------------------------------------------------------------------
2        THE NOTES

         2.1      APPLICATION FOR AND ISSUE OF NOTES

                  (a)      The SF Manager may direct that the Issuer issues a
                           Note to the Note Holder by:

                           (1)      directing a Note be issued from SMHL Global
                                    Fund No.4;

                           (2)      specifying the principal amount of the Note
                                    required;

                           (3)      specifying the proposed date and time of
                                    issue of the Note; and

                           (4)      providing to the Note Holder and the OF
                                    Manager a Funding Notice (and a copy to the
                                    Issuer) pursuant to clause 4.

                  (b)      The OF Manager may direct that the Issuer and the SF
                           Manager cause the Issuer to issue a Note to the Note
                           Holder by:

                           (1)      directing a Note be issued from SMHL Global
                                    Fund No.4;

                           (2)      specifying the principal amount of the Note
                                    required;

                           (3)      specifying the proposed date and time of
                                    issue of the Note; and

                           (4)      providing to the Issuer and the SF Manager
                                    (and copy to the Noteholder) a Facility
                                    Provider Funding Notice pursuant to clause
                                    4.

                  (c)      If the SF Manager has directed that the Issuer issues
                           a Note in accordance with clause 2.1(a) or the OF
                           Manager has directed that the Issuer issues a Note in
                           accordance with clause 2.1(b),the Note Holder must
                           subscribe for the Note as requested by the SF
                           Manager, and the Issuer must, on the


                                                                          PAGE 7
<PAGE>

                           terms of this agreement, issue the Note to the
                           Note Holder in consideration for the principal amount
                           provided that the OF Manager and Note Holder have
                           complied with clause 5.1.

                  (d)      The parties agree that the terms and conditions
                           contained in this agreement, the Supplementary Bond
                           Terms and the Security Trust Deed govern the issue
                           and repayment of the Notes.

         2.2      ACKNOWLEDGMENT OF INDEBTEDNESS

                  The Issuer acknowledges its indebtedness to the Note Holder in
                  respect of each Note issued under this agreement.

         2.3      OBLIGATIONS UNDER NOTES

                  (a)      The obligations of the Issuer under the Notes are
                           constituted by, and specified in, this agreement and
                           in the Conditions.

                  (b)      Each Note is a separate debt of the Issuer.

                  (c)      The entitlement of any person to a Note is determined
                           by registration as a Note Holder of that Note.

                  (d)      The making of, or giving effect to, a manifest error
                           in an inscription in the Register will not avoid the
                           creation or transfer of a Note.

         2.4      OWNERSHIP OF NOTES

                  (a)      A Note may be transferred by the Note Holder to any
                           person in accordance with this agreement.

                  (b)      The person whose name is registered as the Note
                           Holder of a Note in the Register will, and will be
                           treated by the Issuer as the absolute owner of the
                           Note.

         2.5      REGISTER

                  The Issuer must:

                  (a)      establish and maintain the Register;

                  (b)      enter in the Register in respect of each Note:

                           (1)      the principal amount and principal
                                    outstanding in respect of each Note;

                           (2)      its date of issue and date of redemption and
                                    cancellation; and

                           (3)      the date on which any person becomes, or
                                    ceases to be, a Note Holder.

--------------------------------------------------------------------------------
3        REDRAW FACILITIES

         3.1      PURPOSE

                  The Issuer must, and the SF Manager must cause the Issuer to,
                  only use the net proceeds of a Funding Portion to:



                                                                          PAGE 8
<PAGE>

                  (a)      provide funds requested under a Redraw Facility; and

                  (b)      reimburse the Note Holder for amounts paid or payable
                           by the Note Holder to a Facility Provider under or in
                           respect of the Card and Cheque Facilities to fund a
                           redraw under a Redraw Facility provided by the
                           Issuer.

         3.2      LOAN REDRAWS

                  (a)      The OF Manager must notify the SF Manager by such
                           time as they may agree on each Business Day all
                           amounts payable by the Note Holder on that Business
                           Day to a Facility Provider under or in respect of the
                           Card and Cheque Facilities to fund redraws under
                           Redraw Facilities provided by the Issuer (REDRAW
                           AMOUNT).

                  (b)      The Issuer must and the SF Manager must cause the
                           Issuer to pay to the Note Holder on each Business Day
                           an amount equal to the Redraw Amount for that
                           Business Day. The amount payable under this clause
                           3.2(b) must be paid by such time as the parties may
                           from time to time agree.

                  (c)      Except as expressly provided under this agreement,
                           the Issuer has no obligation to reimburse the Note
                           Holder for any amounts paid or payable by the Note
                           Holder to a Facility Provider under or in respect of
                           the Facilities to fund redraws under Redraw
                           Facilities provided by the Issuer.

--------------------------------------------------------------------------------
4        FUNDING PROCEDURES

         4.1      DELIVERY OF FUNDING NOTICE

                  If the SF Manager determines that the Issuer requires a Note
                  to be issued, the SF Manager must deliver to the Note Holder
                  and the OF Manager a Funding Notice in accordance with this
                  clause 4.

         4.2      REQUIREMENTS FOR A FUNDING NOTICE

                  A Funding Notice:

                  (a)      must be in writing in the form of, and specifying the
                           matters set out in, schedule 1;

                  (b)      must be received by the Note Holder and the OF
                           Manager not later than 10.00 am on the Business Day
                           which is the Funding Date; and

                  (c)      must be signed by an Officer of the SF Manager.

         4.3      DELIVERY OF FACILITY PROVIDER FUNDING NOTICE

                  If the OF Manager determines that the Note Holder has, subject
                  to clause 3, an obligation to a Facility Provider to fund a
                  redraw under a Redraw Facility provided by the Issuer, the OF
                  Manager must deliver to the Issuer and the SF Manager a
                  Facility Provider Funding Notice in accordance with this
                  clause 4.

         4.4      REQUIREMENTS FOR A FACILITY PROVIDER FUNDING NOTICE

                  A Facility Provider Funding Notice:



                                                                          PAGE 9
<PAGE>

                  (a)      must be in writing in the form of, and specifying the
                           matters set out in schedule 3;

                  (b)      must be received by the Issuer and the SF Manager not
                           later than 12.00 noon on the Business Day which is
                           the Funding Date; and

                  (c)      must be signed by an Officer of the OF Manager.

         4.5      COPY OF THE NOTE

                  (a)      A copy of each Funding Notice must be provided to the
                           Issuer at the same time it is given to the Note
                           Holder and the OF Manager.

                  (b)      A copy of each Facility Provider Funding Notice must
                           be provided to the Note Holder at the same time it is
                           given to the Issuer and the SF Manager.

         4.6      IRREVOCABILITY OF FUNDING NOTICE

                  The Note Holder and the OF Manager must not decline to provide
                  the funding specified in a Drawdown Notice. Following the
                  issue of the Drawdown the Issuer is irrevocably committed to,
                  and the SF Manager is irrevocably committed to cause the
                  Issuer to, issue the relevant Note and to draw Funding
                  Portions from the Note Holder in accordance with the Funding
                  Notice given to the OF Manager and the Note Holder.

         4.7      NOTIFICATION OF FUNDING RATE

                  (a)      After the OF Manager has determined the Base Rate for
                           a Payment Period it must promptly notify the Issuer
                           and SF Manager in writing of the Funding Rate for
                           that Payment Period, specifying both the Base Rate
                           and the Margin.

                  (b)      In the absence of manifest error, each determination
                           of the Base Rate by the OF Manager is conclusive
                           evidence of that rate against the Issuer and the SF
                           Manager.

--------------------------------------------------------------------------------
5        LOAN FACILITY

         5.1      PROVISION OF FUNDING PORTIONS

                  (a)      If the SF Manager gives a Funding Notice in
                           accordance with clause 4, then, subject to this
                           agreement (including, without limitation, clause 11),
                           the Note Holder must, and the OF Manager must cause
                           the Note Holder to, provide the relevant Funding
                           Portion under the Facility as payment for the
                           relevant Note in Same Day Funds in Dollars not later
                           than 12 noon (Melbourne time) on the specified
                           Funding Date and in accordance with that Funding
                           Notice.

                  (b)      If the OF Manager gives a Facility Provider Funding
                           Notice in accordance with clause 4 then, subject to
                           this agreement (including, without limitation, clause
                           11), the Note Holder is deemed to have provided the
                           relevant Funding Portion under the Facility as
                           payment for the Note on the specified Funding Date
                           and in accordance with that Facility Provider Funding
                           Notice. This clause 5.1(b) has application only to
                           the extent that


                                                                         PAGE 10
<PAGE>

                           the Note Holder has made or has an obligation to make
                           a payment to a Facility Provider under a Card and
                           Cheque Facility in respect of Redraw Facilities
                           provided by the Issuer on that day.

         5.2      REPAYMENT

                  On each Payment Date and to the extent that during the Payment
                  Period it has not done so, the Issuer must, and the SF Manager
                  must cause the Issuer to:

                  (a)      repay so much of the Principal Outstanding (to the
                           extent that funds are available from the
                           Securitisation Fund) as the Issuer is required to
                           apply from "Interest Collections" to "repayment of
                           any principal due and payable under any Redraw
                           Funding Facility" pursuant to clause 6.1(m) of the
                           Supplementary Bond Terms; and

                  (b)      repay so much of the Principal Outstanding (to the
                           extent that funds are available from the
                           Securitisation Fund) (after the repayment in clause
                           5.2(a)) as the Issuer is required to apply from
                           "Principal Collections" to "repayment of any Redraw
                           Principal Outstanding under a Redraw Funding
                           Facility" pursuant to clause 6.2(e) of the
                           Supplementary Bond Terms.

         5.3      REPAYMENT OF OUTSTANDING MONEYS

                  (a)      The Principal Outstanding under the Facility must be
                           repaid by the Issuer to the Note Holder:

                           (1)      in full on the Termination Date; and

                           (2)      otherwise as specified in, or required
                                    under, the Transaction Documents,

                           and the SF Manager must cause the Issuer to do so.

                  (b)      The Issuer must, and the SF Manager must cause the
                           Issuer to, pay or repay the balance of the
                           Outstanding Moneys in full to the Note Holder on the
                           Termination Date or on such other date on which the
                           Principal Outstanding is, or is required to be,
                           repaid in full.

         5.4      INTEREST

                  (a)      On each Payment Date, the Issuer must, and the SF
                           Manager must cause the Issuer to, pay to the Note
                           Holder interest (to the extent that funds are
                           available from the Securitisation Fund) on the
                           Principal Outstanding at the Funding Rate:

                           (1)      in relation to any Funding Portion drawn
                                    during the current Payment Period, for the
                                    period from and including the relevant
                                    Funding Date to but excluding the Payment
                                    Date; and

                           (2)      in relation to the remainder of the
                                    Principal Outstanding, for the Payment
                                    Period,

                           to the extent to which the Issuer is required to
                           apply from "Interest Collections" to "payment of any
                           interest due under any Redraw Funding Facility"
                           pursuant to clause 6.1(d) of the Supplementary Bond
                           Terms.



                                                                         PAGE 11
<PAGE>

                  (b)      If on any Payment Date, interest in respect of the
                           relevant Payment Period is not paid on the whole
                           amount of the Principal Outstanding:

                           (1)      that unpaid interest shall accrue interest
                                    at the Overdue Rate for the next Payment
                                    Period;

                           (2)      that unpaid interest and interest accrued
                                    under paragraph (1) shall become payable on
                                    the next Payment Date to the extent to which
                                    (after payment of interest under clause
                                    5.4(a)) the Issuer is required to apply from
                                    "Interest Collections" to "payment of
                                    interest due under any Redraw Funding
                                    Facility" pursuant to clause 6.1 of the
                                    Supplementary Bond Terms; and

                           (3)      to the extent to which any unpaid interest
                                    (including any interest accrued under
                                    paragraph (1)) remains unpaid after that
                                    next Payment Date it will again be subject
                                    to paragraphs (1) and (2) for each
                                    subsequent Payment Period and Payment Date
                                    until it has been paid. (c) Interest must be
                                    calculated in arrears on daily balances on
                                    the basis of a 365 day year and for the
                                    actual number of days elapsed during the
                                    relevant period.

         5.5      ORDER OF REPAYMENT

                  (a)      In making repayments under clauses 5.2 and 5.3, the
                           Issuer must, and the SF Manager must cause the Issuer
                           to, apply the amount of the repayment to repay the
                           Principal Outstanding under the Notes in order of the
                           date of issue of the Notes so that the Notes issued
                           earlier in time are repaid first.

                  (b)      The Note Holder must, and the OF Manager must cause
                           the Note Holder to, apply repayments in accordance
                           with clause 5.5(a).

                  (c)      The OF Manager must advise the Issuer and the SF
                           Manager in writing of the Notes which have been
                           wholly or partly repaid, the amount of the repayment
                           and the Principal Outstanding under that Note.

--------------------------------------------------------------------------------
6        PAYMENTS

         6.1      MANNER OF PAYMENTS

                  All payments to the Note Holder under the Material Documents
                  must be made:

                  (a)      in Same Day Funds;

                  (b)      in Dollars; and

                  (c)      not later than 11:00 am (Melbourne time) on the due
                           date,

                  to the account of the Note Holder specified by the OF Manager
                  to the Issuer or in such other manner to an account of the
                  Note Holder as the OF Manager directs from time to time.

         6.2      PAYMENTS ON A BUSINESS DAY

                  If a payment is due on a day which is not a Business Day, the
                  due date for that payment is the next Business Day and
                  interest must be adjusted accordingly.



                                                                         PAGE 12
<PAGE>

         6.3      APPROPRIATION OF PAYMENTS

                  (a)      All payments made by the Issuer to the Note Holder
                           under this agreement may be appropriated as between
                           principal, interest and other amounts, as the OF
                           Manager in its absolute discretion determines, or,
                           failing any determination, in the following order:

                           (1)      first, towards reimbursement of all fees,
                                    costs, expenses, charges, damages and
                                    indemnity payments incurred or due and owing
                                    by the Transaction Parties under the
                                    Material Documents;

                           (2)      second, towards payment of interest due and
                                    payable under the Material Documents; and

                           (3)      third, towards repayment of the Principal
                                    Outstanding.

                  (b)      Any appropriation under clause 6.3(a) overrides any
                           appropriation made by the Issuer.

         6.4      PAYMENTS IN GROSS

                  All payments which a Transaction Party is required to make
                  under any Material Document must be:

                  (a)      without any set-off, counterclaim or condition; and

                  (b)      without any deduction or withholding for any Tax or
                           any other reason, unless, the Transaction Party is
                           required to make a deduction or withholding by
                           applicable law.

         6.5      TAXATION DEDUCTION PROCEDURES

                  If a Transaction Party is required to make a deduction or
                  withholding in respect of Tax from any payment to be made to
                  the Note Holder under any Material Document, then:

                  (a)      that Transaction Party has no obligation to indemnify
                           the Note Holder against that tax; and

                  (b)      that Transaction Party must, and in the case of the
                           Issuer, the SF Manager must cause the Issuer to, use
                           its best endeavours to obtain official receipts or
                           other documentation from that Governmental Agency and
                           within 2 Business Days after receipt the Issuer must,
                           and the SF Manager must cause the Issuer to, deliver
                           them to the Note Holder.

         6.6      AMOUNTS PAYABLE ON DEMAND

                  If any amount payable by a Transaction Party under any
                  Material Document is not expressed to be payable on a
                  specified date that amount is payable by the Transaction Party
                  on demand by the Note Holder or OF Manager.



                                                                         PAGE 13
<PAGE>

--------------------------------------------------------------------------------
7        REPRESENTATIONS AND WARRANTIES

         7.1      BY THE ISSUER

                  The Issuer hereby represents and warrants to the OF Manager
                  and Note Holder that:

                  (a)      (DUE INCORPORATION): it is duly incorporated and has
                           the corporate power to own its property and to carry
                           on its business as is now being conducted;

                  (b)      (CONSTITUTION): the execution delivery and
                           performance of this agreement and any Note does not
                           and will not violate its Constitution;

                  (c)      (CORPORATE POWER): it has the power and has taken all
                           corporate and other action required to enter into
                           this agreement and each Note and to authorise the
                           execution and delivery of this agreement and each
                           Note and the performance of its obligations
                           thereunder;

                  (d)      (FILINGS): it has filed all corporate notices and
                           effected all registrations with the Australian
                           Securities and Investments Commission or similar
                           office in the jurisdiction of incorporation and in
                           any other jurisdiction as required by law and all
                           such filings and registrations are current, complete
                           and accurate except:

                           (1)      as such enforceability may be limited by any
                                    applicable bankruptcy, insolvency,
                                    re-organisation, moratorium or trust or
                                    other similar laws affecting creditors'
                                    rights generally; and

                           (2)      that this representation and warranty does
                                    not apply to the filing of ASIC form 309 in
                                    relation to the creation of the Charge (as
                                    defined in the Security Trust Deed);

                  (e)      (LEGALLY BINDING OBLIGATION): this agreement and each
                           Note constitutes or will constitute a valid, legally
                           binding and enforceable obligation of it in
                           accordance with its terms except as such
                           enforceability may be limited by any applicable
                           bankruptcy, insolvency, reorganisation, moratorium or
                           trust laws or other similar laws affecting creditors'
                           rights generally;

                  (f)      (EXECUTION, DELIVERY AND PERFORMANCE): the execution,
                           delivery and performance of this agreement and each
                           Note by it does not violate any existing law or
                           regulation or any document or agreement to which it
                           is a party in either case in its capacity as trustee
                           of the Securitisation Fund or which is binding upon
                           it or any of its assets in its capacity as trustee of
                           the Securitisation Fund;

                  (g)      (AUTHORISATION): all consents, licences, approvals
                           and authorisations of every Governmental Agency
                           required to be obtained by it in connection with the
                           execution and delivery of, and performance of its
                           obligations under, this agreement and any Note have
                           been obtained and are valid and subsisting;

                  (h)      (SECURITISATION FUND VALIDLY CREATED): the
                           Securitisation Fund has been validly created and is
                           in existence at the date of this agreement;

                  (i)      (SOLE TRUSTEE): it has been validly appointed as
                           trustee of the Securitisation Fund and is presently
                           the sole trustee of the Securitisation Fund;



                                                                         PAGE 14
<PAGE>

                  (j)      (MASTER TRUST DEED): the Securitisation Fund is
                           constituted pursuant to the Master Trust Deed; and

                  (k)      (NO PROCEEDINGS TO REMOVE): no notice has been given
                           to it and to its knowledge no resolution has been
                           passed or direction or notice has been given,
                           removing it as trustee of the Securitisation Fund.

         7.2      BY THE SF MANAGER

                  The SF Manager hereby represents and warrants to the OF
                  Manager and Note Holder that:

                  (a)      (DUE INCORPORATION): it is duly incorporated and has
                           the corporate power to own its property and to carry
                           on its business as is now being conducted;

                  (b)      (CONSTITUTION): the execution, delivery and
                           performance by it of this agreement and each Note
                           does not and will not violate its Constitution;

                  (c)      (CORPORATE POWER): the SF Manager has the power and
                           has taken all corporate and other action required to
                           enter into this agreement and each Note and to
                           authorise the execution and delivery of this
                           agreement and each Note and the performance of its
                           obligations hereunder;

                  (d)      (FILINGS): the SF Manager has filed all corporate
                           notices and effected all registrations with the
                           Australian Securities and Investments Commission or
                           similar office in its jurisdiction of incorporation
                           and in any other jurisdiction as required by law and
                           all such filings and registrations are current,
                           complete and accurate;

                  (e)      (LEGALLY BINDING OBLIGATION): this agreement and each
                           Note constitutes or will constitute a valid, legally
                           binding and enforceable obligation of the SF Manager
                           in accordance with its terms except as such
                           enforceability may be limited by any applicable
                           bankruptcy, insolvency, re-organisation, moratorium
                           or trust or other similar laws affecting creditors'
                           rights generally;

                  (f)      (EXECUTION, DELIVERY AND PERFORMANCE): the execution,
                           delivery and performance of this agreement and each
                           Note by the SF Manager does not violate any existing
                           law or regulation or any document or agreement to
                           which the SF Manager is a party or which is binding
                           upon it or any of its assets; and

                  (g)      (AUTHORISATION): all consents, licences, approvals
                           and authorisations of every Government Agency
                           required to be obtained by the SF Manager in
                           connection with the execution, delivery and
                           performance of this agreement and each Note have been
                           obtained and are valid and subsisting.

         7.3      SURVIVAL AND REPETITION OF REPRESENTATIONS AND WARRANTIES

                  The representations and warranties in, or given under, this
                  agreement including, but not limited to, clauses 7.1 and 7.2:

                  (a)      survive the execution of each Transaction Document;
                           and

                  (b)      are regarded as repeated on each Funding Date with
                           respect to the facts and circumstances then
                           subsisting.



                                                                         PAGE 15
<PAGE>

         7.4      RELIANCE BY THE NOTE HOLDER AND OF MANAGER

                  The Issuer and the SF Manager each acknowledge that the Note
                  Holder and OF Manager have entered into each Transaction
                  Document to which it is a party in reliance on the
                  representations and warranties in, or given under, this
                  agreement including, but not limited to, clauses 7.1 and 7.2.

--------------------------------------------------------------------------------
8        UNDERTAKINGS

         8.1      TERM OF UNDERTAKINGS

                  Unless the OF Manager otherwise agrees in writing, until the
                  Outstanding Moneys are fully and finally repaid the Issuer and
                  the SF Manager must, at its own cost (but without prejudice to
                  clause 11 in the case of the Issuer), comply with the
                  undertakings in this clause 8.

         8.2      COMPLIANCE WITH COVENANTS

                  The Issuer must and the SF Manager must ensure that the Issuer
                  does comply with all of its covenants and obligations under
                  the Security Trust Deed and Supplementary Bond Terms.

--------------------------------------------------------------------------------
9        EVENTS OF DEFAULT

         9.1      EFFECT OF EVENT OF DEFAULT

                  (a)      Upon or at any time after the occurrence of an Event
                           of Default the Note Holder or the OF Manager may by
                           notice to the Issuer and the SF Manager declare that
                           the Outstanding Moneys are immediately due and
                           payable.

                  (b)      The Issuer must and the SF Manager must cause the
                           Issuer to upon receipt of a notice under clause
                           9.1(a) immediately repay in full the Outstanding
                           Moneys to the Note Holder.

         9.2      ISSUER TO CONTINUE TO PERFORM

                  (a)      If the Note Holder or OF Manager makes any
                           declaration under clause 9.1:

                           (1)      the declaration does not affect or diminish
                                    the duties and obligations of the Issuer or
                                    the SF Manager under the Transaction
                                    Documents; and

                           (2)      the Issuer and the SF Manager must continue
                                    to perform its obligations under the
                                    Transaction Documents as if the declaration
                                    had not been made, subject to any directions
                                    that may be given by the Note Holder or the
                                    OF Manager from time to time under any
                                    Transaction Document.

                  (b)      Clause 9.2(a) does not affect the obligations of the
                           Issuer or the SF Manager under clause 9.1.



                                                                         PAGE 16
<PAGE>

         9.3      ENFORCEMENT

                  (a)      The Material Documents may be enforced without notice
                           to or consent by the Issuer or SF Manager or any
                           other person even if the Note Holder accepts any part
                           of the Outstanding Moneys after an Event of Default
                           or there has been any other Event of Default.

                  (b)      Neither the Note Holder nor the OF Manager is liable
                           to any Transaction Party for any loss or damage a
                           Transaction Party may suffer, incur or be liable for
                           arising out of or in connection with the Note Holder
                           or OF Manager exercising any Power under any Material
                           Document.

--------------------------------------------------------------------------------
10       INCREASED COSTS, ILLEGALITY AND YIELD PROTECTION

         10.1     INCREASED COSTS

                  If the OF Manager determines that the Note Holder is affected
                  by any future, or any change in any present or future, law,
                  regulation, order, treaty, official directive or request (with
                  which, if not having the force of law, compliance is in
                  accordance with the practice of responsible bankers and
                  financial institutions in the jurisdiction concerned)
                  including, but not limited to in respect of:

                  (a)      any reserve, liquidity, capital adequacy, capital
                           allocation, special deposit or similar requirement;
                           or

                  (b)      Tax (other than Excluded Tax in respect of the
                           Securitisation Fund) on or in respect of payments
                           made or to be made to the Note Holder under a
                           Material Document,

                  or a present or future interpretation or administration of any
                  of them by a Governmental Agency, and that, as a result:

                  (c)      the effective cost to the Note Holder of making,
                           funding or maintaining the Facility or the Principal
                           Outstanding or performing any of its obligations
                           under or in respect of the Material Documents is in
                           any way directly or indirectly increased; or

                  (d)      any amount paid or payable to, or received or
                           receivable by, the Note Holder or the effective
                           return to the Note Holder under the Material
                           Documents is in any way directly reduced; or

                  (e)      the Note Holder is required to make any payment or
                           forego any interest or other return on or calculated
                           by reference to:

                           (1)      any sum received or receivable by it under
                                    or in respect of the Material Documents in
                                    an amount which the OF Manager considers
                                    material; or

                           (2)      any capital or other amount which is or
                                    becomes directly or indirectly allocated by
                                    the Note Holder to the Principal Outstanding
                                    in an amount which the OF Manager considers
                                    material; or

                  (f)      the Note Holder is restricted in its capacity to
                           enter into, or is prevented from entering into, any
                           other transaction with any consequence referred to in
                           clause 10.1(c), (d) or (e) or with any other cost or
                           loss of return to the Note Holder,



                                                                         PAGE 17
<PAGE>

                  then, and in each such case:

                  (g)      when it becomes aware of the relevant result and has
                           calculated or otherwise determined the relevant
                           effects the Note Holder must and the OF Manager must
                           cause the Note Holder to promptly notify each
                           Transaction Party of such event; and

                  (h)      the Issuer and the SF Manager have no obligation to
                           pay any amount to compensate the Note Holder for such
                           increased cost, reduction, payment or foregone
                           interest or other loss of return.

         10.2     ILLEGALITY

                  If any event occurs (including, but not limited to, any change
                  in, or the introduction, implementation, operation or taking
                  effect of, any law, regulation, treaty, order or official
                  directive, or in their interpretation or application by any
                  Governmental Agency) which makes it unlawful, or impracticable
                  for the Note Holder to make, fund or maintain the Principal
                  Outstanding or for the Note Holder or OF Manager to perform
                  its obligations under any Material Documents then:

                  (a)      the obligations of the Note Holder and the OF Manager
                           under the Material Documents are immediately
                           suspended for the duration of such illegality or
                           other effect; and

                  (b)      the Note Holder and the OF Manager may, by notice to
                           the Issuer terminate its obligations under the
                           Material Documents; and

                  (c)      if required by the applicable event, or its effect,
                           or if necessary to prevent or remedy a breach or to
                           comply with any applicable law, regulation, treaty,
                           order or official directive the Issuer must and the
                           SF Manager must cause it to immediately prepay to the
                           Note Holder the Outstanding Moneys of it in full or,
                           if in the OF Manager's opinion delay in prepayment
                           does not compound such breach or affect such
                           compliance, at the end of at least the longer of 30
                           days and the period ending on the next occurring
                           Payment Date (or such lesser period if the applicable
                           law, regulation, treaty, order or official directive
                           requires) upon prior notice to that effect from the
                           OF Manager.

--------------------------------------------------------------------------------
11       TRUSTEE LIMITATION OF LIABILITY PROTECTION

         11.1     LIMITATION OF LIABILITY - ISSUER

                  (a)      The Issuer enters into this agreement only in its
                           capacity as trustee of the Securitisation Fund and no
                           other capacity. A liability of the Issuer arising
                           under or in connection with this agreement is limited
                           to and can be enforced against the Issuer only to the
                           extent to which it can be satisfied out of property
                           of the Securitisation Fund out of which the Issuer is
                           actually indemnified for the liability. This
                           limitation of the Issuer's liability applies despite
                           any other provision of this agreement and extends to
                           all liabilities and obligations of the Issuer in any
                           way connected with any representation, warranty,
                           conduct, omission, agreement or transaction related
                           to this agreement.



                                                                         PAGE 18
<PAGE>

                  (b)      The parties other than the Issuer may not sue the
                           Issuer in any capacity other than as trustee of the
                           Securitisation Fund or seek the appointment of a
                           receiver (except in relation to property of the
                           Securitisation Fund), a liquidator, an administrator
                           or any similar person to the Issuer or prove in any
                           liquidation, administration or arrangement of or
                           affecting the Issuer (except in relation to property
                           of the Securitisation Fund).

                  (c)      The provisions of this clause 11.1 shall not apply to
                           any obligation or liability of the Issuer to the
                           extent that it is not satisfied because under the
                           Master Trust Deed establishing the Securitisation
                           Fund or by operation of law there is a reduction in
                           the extent of the Issuer's indemnification out of the
                           assets of the Securitisation Fund, as a result of the
                           Issuer's fraud, negligence or wilful default.

                  (d)      It is acknowledged that the SF Manager is responsible
                           under the Master Trust Deed establishing the
                           Securitisation Fund for performing a variety of
                           obligations relating to the Securitisation Fund,
                           including under this agreement. No act or omission of
                           the Issuer (including any related failure to satisfy
                           its obligations or breach of representation or
                           warranty under this agreement) will be considered
                           fraud, negligence or wilful default of the Issuer for
                           the purposes of paragraph (c) of this clause 11.1 to
                           the extent to which the act or omission was caused or
                           contributed to by any failure by the SF Manager or
                           any other person to fulfil its obligations relating
                           to the Securitisation Fund or by any other act or
                           omission of the SF Manager or any other person.

                  (e)      No attorney, agent, receiver or receiver and manager
                           appointed in accordance with this agreement has
                           authority to act on behalf of the Issuer in a way
                           which exposes the Issuer to any personal liability
                           and no act or omission of any such person will be
                           considered fraud, negligence or wilful default of the
                           Issuer for the purposes of paragraph (c) of this
                           clause 11.1.

                  (f)      The Issuer is not obliged to do or refrain from doing
                           anything under this agreement (including incur any
                           liability) unless the Issuer's liability is limited
                           in the same manner as set out in paragraph (a) to (c)
                           of this clause 11.1.

         11.2     LIMITATION OF LIABILITY - NOTE HOLDER

                  (a)      The Note Holder enters into this agreement only in
                           its capacity as trustee of the Origination Fund and
                           no other capacity. A liability arising under or in
                           connection with this agreement is limited to and can
                           be enforced against the Note Holder only to the
                           extent to which it can be satisfied out of property
                           of the Origination Fund out of which the Note Holder
                           is actually indemnified for the liability. This
                           limitation of the Note Holder's liability applies
                           despite any other provision of this agreement and
                           extends to all liabilities and obligations of the
                           Note Holder in any way connected with any
                           representation, warranty, conduct, omission,
                           agreement or transaction related to this agreement.

                  (b)      The parties other than the Note Holder may not sue
                           the Note Holder in any capacity other than as trustee
                           of the Origination Fund including seek the
                           appointment of a receiver (except in relation to
                           property of the Origination Fund), a liquidator, an
                           administrator or any similar person to the Note


                                                                         PAGE 19
<PAGE>

                           Holder or prove in any liquidation, administration or
                           arrangement of or affecting the Note Holder (except
                           in relation to property of the Origination Fund).

                  (c)      The provisions of this clause 11.2 shall not apply to
                           any obligation or liability of the Note Holder to the
                           extent that it is not satisfied because under the
                           Master Trust Deed establishing the Origination Fund
                           or by operation of law there is a reduction in the
                           extent of the Note Holder's indemnification out of
                           the assets of the Origination Fund, as a result of
                           the Note Holder's fraud, negligence or wilful
                           default.

                  (d)      It is acknowledged that the OF Manager is responsible
                           under the Master Trust Deed establishing the
                           Origination Fund for performing a variety of
                           obligations relating to the Origination Fund,
                           including under this agreement. No act or omission of
                           the Note Holder (including any related failure to
                           satisfy its obligations or breach of representation
                           or warranty under this agreement) will be considered
                           fraud, negligence or wilful default of the Note
                           Holder for the purposes of paragraph (c) of this
                           clause 11.2 to the extent to which the act or
                           omission was caused or contributed to by any failure
                           by the OF Manager or any other person to fulfil its
                           obligations relating to the Origination Fund or by
                           any other act or omission of the OF Manager or any
                           other person.

                  (e)      No attorney, agent, receiver or receiver and manager
                           appointed in accordance with this agreement has
                           authority to act on behalf of the Note Holder in a
                           way which exposes the Note Holder to any personal
                           liability and no act or omission of any such person
                           will be considered fraud, negligence or wilful
                           default of the Note Holder for the purposes of
                           paragraph (c) of this clause 11.2.

                  (f)      The Note Holder is not obliged to do or refrain from
                           doing anything under this agreement (including incur
                           any liability) unless the Note Holder's liability is
                           limited in the same manner as set out in paragraph
                           (a) to (c) of this clause 11.2.

         11.3     WILFUL DEFAULT OF THE ISSUER AND THE NOTE HOLDER

                  For the purposes of this agreement the expression "wilful
                  default":

                  (a)      in relation to the Issuer and the Note Holder, means
                           a wilful default of this agreement by the Issuer or
                           the Note Holder, as the case may be,

                           (1)      other than a default which:

                                    (A)      arises out of a breach of a
                                             Transaction Document by a person
                                             other than the Issuer or the Note
                                             Holder or any person referred to in
                                             paragraph (b) of this clause 11.3
                                             in relation to the Issuer or the
                                             Note Holder;

                                    (B)      arises because some other act or
                                             omission is a precondition to the
                                             relevant act or omission of the
                                             Issuer or the Note Holder, and that
                                             other act or omission does not
                                             occur;

                                    (C)      is in accordance with a lawful
                                             court order or direction or is
                                             required by law; or



                                                                         PAGE 20
<PAGE>

                                    (D)      is in accordance with an
                                             instruction or direction given to
                                             it by any person in circumstances
                                             where that person is authorised to
                                             do so by any Transaction Document;
                                             and

                           (2)      in circumstances where had it not committed
                                    that default it would have been entitled to
                                    recoupment, reimbursement or a right of
                                    indemnity for its costs and expenses (if
                                    any) in complying with this Deed from the
                                    Fund.

                  (b)      A reference to the "fraud", "negligence" or "wilful
                           default" of the Issuer or the Note Holder means the
                           fraud, negligence or wilful default of the Issuer or
                           the Note Holder, as the case may be, and of the
                           officers or employees but not the agents or delegates
                           of the Issuer or the Note Holder, unless the Issuer
                           or the Note Holder is liable for the acts or
                           omissions of such other person under the terms of
                           this agreement.

--------------------------------------------------------------------------------
12       INDEMNITIES

         12.1     GENERAL INDEMNITY

                  (a)      Subject to Clause 11.1 the Issuer, to the extent it
                           is permitted or contemplated under the terms of the
                           Trust Deed, indemnifies on a full indemnity basis
                           (including legal costs and expenses charged at the
                           usual commercial rates of the relevant legal services
                           provider) and out of the property of the
                           Securitisation Fund the Note Holder and OF Manager
                           against any claim, action, damage, loss, liability,
                           cost, charge, expense, outgoing or payment which the
                           Note Holder or OF Manager, as the case may be, or an
                           Attorney of the Noteholder or OF Manager pays,
                           suffers, incurs or is liable for, in respect of any
                           of the following:

                           (1)      a Funding Portion required by a Funding
                                    Notice, not being made for any reason but
                                    excluding any default by the Note Holder or
                                    OF Manager, as the case may be;

                           (2)      the occurrence of any Default or Event of
                                    Default;

                           (3)      the Note Holder or OF Manager, as the case
                                    may be, exercising its Powers consequent
                                    upon or arising out of the occurrence of any
                                    Event of Default.

                  (b)      Without limitation to the indemnity contained in
                           clause 12.1(a), that indemnity includes the amount
                           determined by the Note Holder or OF Manager, as the
                           case may be, as being incurred by reason of the
                           liquidation or re-employment of deposits or other
                           funds acquired or contracted for by the Note Holder
                           or OF Manager, as the case may be to fund or maintain
                           the Principal Outstanding or the relevant Funding
                           Portion and includes, but is not limited to, loss of
                           margin.

         12.2     CONTINUING INDEMNITIES AND EVIDENCE OF LOSS

                  (a)      Each indemnity of the Issuer contained in this
                           agreement is a continuing obligation of the Issuer,
                           despite:

                           (1)      any settlement of account; or


                                                                         PAGE 21
<PAGE>

                           (2)      the occurrence of any other thing,

                           and remains in full force and effect until:

                           (3)      all moneys owing, contingently or otherwise,
                                    under any of the Material Documents have
                                    been paid in full;

                           (4)      the Outstanding Moneys are fully and finally
                                    repaid.

                  (b)      Each indemnity of the Issuer contained in this
                           agreement is an additional, separate and independent
                           obligation of the Issuer and no one indemnity limits
                           the generality of any other indemnity.

                  (c)      Each indemnity of the Issuer contained in this
                           agreement survives the termination of any Transaction
                           Document.

                  (d)      A certificate under the hand of an Officer of the OF
                           Manager detailing the amount of any damage, loss,
                           liability, cost, charge, expense, outgoing or payment
                           covered by any indemnity in this agreement is
                           sufficient evidence unless the contrary is proved.

         12.3     FUNDS AVAILABLE FOR INDEMNITY

                  The obligations of the Issuer under this clause 12 shall be
                  payable solely to the extent that funds are available from
                  time to time for that purpose under clause 7 of the
                  Supplementary Bond Terms.

         12.4     NEGLIGENCE, WILFUL DEFAULT OR BREACH OF LAW

                  The indemnities in this clause 12 do not extend to any
                  liability, loss, cost, charge or expense that is finally and
                  judicially determined to result from any negligence, wilful
                  default or breach of law by the other parties to this
                  agreement.

         12.5     NOTIFICATION FROM NOTE HOLDER OR OF MANAGER

                  If the Note Holder or the OF Manager receives written notice
                  of any act, matter or thing which may give rise to a
                  liability, loss, cost, charge or expense in relation to which
                  the Issuer would be required to indemnify it under this clause
                  12, the Note Holder or the OF Manager (as the case may be)
                  will notify the Issuer of that act, matter or thing giving
                  such details as it is practicable to give as soon as it is
                  reasonably practicable and in any event within 5 Business Days
                  of it coming to its attention, provided that failure to do so
                  will not result in any loss or reduction in the indemnity
                  contained in this clause 12 unless the Issuer has been
                  prejudiced in any material respect by such failure.

--------------------------------------------------------------------------------
13       TAX, COSTS AND EXPENSES

         13.1     TAX

                  (a)      The Issuer must and the SF Manager must cause the
                           Issuer to pay any Tax, other than an Excluded Tax in
                           respect of the Securitisation Fund, in respect of the
                           execution, delivery, performance, release, discharge,
                           amendment, enforcement or attempted enforcement or
                           otherwise in respect of any of the following:



                                                                         PAGE 22
<PAGE>

                           (1)      any Material Document;

                           (2)      any agreement or document entered into or
                                    signed under any Material Document; and

                           (3)      any transaction contemplated under any
                                    Material Document or any agreement or
                                    document described in clause 13.1(a)(2).

                  (b)      The Issuer must and the SF Manager must cause the
                           Issuer to pay any fine, penalty or other cost in
                           respect of a failure to pay any Tax described in
                           clause 13.1(a) except to the extent that the fine,
                           penalty or other cost is caused by the Note Holder's
                           failure to lodge money received from the Issuer
                           before the due date for lodgement.

                  (c)      The Issuer indemnifies out of the property of the
                           Securitisation Fund the Note Holder against any
                           amount payable under clause 13.1(a) or 13.1(b) or
                           both.

         13.2     COSTS AND EXPENSES

                  The Issuer must and the SF Manager must cause the Issuer to
                  pay all costs and expenses of the Note Holder and the OF
                  Manager and any employee, Officer, agent or contractor of the
                  Note Holder and the OF Manager in relation to:

                  (a)      the negotiation, preparation, execution, delivery,
                           stamping, registration, completion, variation and
                           discharge of any Material Document or any agreement
                           or document described in clause 13.1(a);

                  (b)      the enforcement, protection or waiver, or attempted
                           enforcement or protection, of any rights under any
                           Material Document or any agreement or document
                           described in clause 13.1(a);

                  (c)      the consent or approval of the Note Holder or OF
                           Manager given under any Material Document or any
                           agreement or document described in clause 13.1(a);
                           and

                  (d)      any enquiry by any Governmental Agency involving a
                           Transaction Party,

                  including, but not limited to, any administration costs of the
                  Note Holder or the OF Manager, as the case may be, in
                  connection with the matters referred to in clause 13.2(b) and
                  (d) and any legal costs and expenses (charged at the usual
                  commercial rates of the relevant legal services provider) and
                  any professional consultant's fees for any of the above on a
                  full indemnity basis.

--------------------------------------------------------------------------------
14       INTEREST ON OVERDUE AMOUNTS

         14.1     PAYMENT OF INTEREST

                  The Issuer must and the SF Manager must cause the Issuer to
                  pay interest on:

                  (a)      any of the Outstanding Moneys due and payable, but
                           unpaid; and

                  (b)      on any interest payable but unpaid in accordance with
                           clause 5.



                                                                         PAGE 23
<PAGE>

         14.2     ACCRUAL OF INTEREST

                  The interest payable under this clause 14:

                  (a)      accrues from day to day from and including the due
                           date for payment up to the actual date of payment,
                           before and, as an additional and independent
                           obligation, after any judgment or other thing into
                           which the liability to pay the Outstanding Moneys
                           becomes merged; and

                  (b)      may be capitalised by the Note Holder on any Payment
                           Date.

         14.3     RATE OF INTEREST

                  The rate of interest payable under this clause 14 on any part
                  of the Outstanding Moneys is the higher of:

                  (a)      the Overdue Rate; and

                  (b)      the rate fixed or payable under a judgment or other
                           thing referred to in clause 14.2(a).

--------------------------------------------------------------------------------
15       ASSIGNMENT

         15.1     ASSIGNMENT BY TRANSACTION PARTY

                  A Transaction Party must not transfer or assign any of its
                  rights or obligations under any Material Document without the
                  prior written consent of the other parties.

         15.2     ASSIGNMENT BY NOTE HOLDER AND OF MANAGER

                  Neither the Note Holder nor the OF Manager may assign any of
                  its rights or transfer by novation any of its rights and
                  obligations under this agreement without the prior written
                  consent of the other parties.

         15.3     ASSIST TRANSFER OR ASSIGNMENT

                  At the request of the Note Holder or OF Manager, the Issuer
                  and the SF Manager must do any thing including, but not
                  limited to, executing any documents or amending any Material
                  Document, to effect any transfer or assignment under this
                  clause 15.

         15.4     PARTICIPATION PERMITTED

                  The Note Holder and OF Manager may grant by way of
                  sub-participation (being a right to share in the financial
                  effects of this agreement, without any rights against the
                  Issuer) all or part of the Note Holder's or OF Manager's, as
                  the case may be, rights and benefits under this agreement to
                  any other person without having to obtain the consent of or to
                  notify the Issuer or the SF Manager.

         15.5     LENDING OFFICE

                  (a)      The Note Holder may change its Lending Office at any
                           time.

                  (b)      The Note Holder must promptly notify the Issuer and
                           the SF Manager of any such change.



                                                                         PAGE 24
<PAGE>

         15.6     DISCLOSURE

                  Any party may disclose to a proposed assignee, transferee or
                  sub-participant any information relating to any other party or
                  the Transaction Documents whether or not confidential and
                  whether or not the disclosure would be in breach of any law or
                  of any duty owed to that other party.

         15.7     NO INCREASE IN COSTS

                  If the Note Holder or OF Manager assigns or transfers any of
                  its rights or obligations under any Material Document or
                  changes its Lending Office the Issuer is not required to pay
                  any net increase in the aggregate amount of costs, Taxes, fees
                  or charges which:

                  (a)      are a direct consequence of the transfer or
                           assignment or change of Lending Office; and

                  (b)      the Note Holder or OF Manager as the case may be, or
                           its transferee or assignee was aware of or ought
                           reasonably to have been aware of, at the time of the
                           transfer or assignment or change of Lending Office.

--------------------------------------------------------------------------------
16       GENERAL

         16.1     CONFIDENTIAL INFORMATION

                  The Note Holder and OF Manager may, for the purpose of
                  exercising any Power, disclose to any person any documents or
                  records of, or information about, any Transaction Document, or
                  the assets, business or affairs of any Transaction Party,
                  whether or not confidential and whether or not the disclosure
                  would be in breach of any law or of any duty owed to any
                  Transaction Party.

         16.2     PERFORMANCE BY NOTE HOLDER OF OBLIGATIONS

                  If a Transaction Party defaults in fully and punctually
                  performing any obligation contained or implied in any
                  Transaction Document, the Note Holder and OF Manager may,
                  without prejudice to any Power do all things necessary or
                  desirable, in the opinion of the Note Holder or OF Manager, as
                  the case may be, to make good or attempt to make good that
                  default to the satisfaction of the Note Holder or OF Manager,
                  as the case may be.

         16.3     TRANSACTION PARTY TO BEAR COST

                  Without prejudice to clause 11, any thing which must be done
                  by a Transaction Party under any Material Document, whether or
                  not at the request of the Note Holder or OF Manager, must be
                  done at the cost of the Transaction Party.

         16.4     NOTICES

                  (a)      Any notice or other communication including, but not
                           limited to, any request, demand, consent or approval,
                           to or by a party to any Material Document:



                                                                         PAGE 25
<PAGE>

                           (1)      must be in legible writing and in English
                                    addressed as shown below (or if sent by
                                    facsimile, to the facsimile numbers below)
                                    and marked to the attention of the
                                    following:

                                    (A)      if to the Note Holder:

                                             Address:   Level 7
                                                        9 Castlereagh Street
                                                        Sydney, NSW 2000

                                             Attention: Manager - Securitisation

                                             Facsimile: (02) 9221 7870; and

                                    (B)      if to the Issuer:

                                             Address:   Level 7
                                                        9 Castlereagh Street
                                                        Sydney, NSW 2000

                                             Attention: Manager - Securitisation

                                             Facsimile: (02) 9221 7870; and

                                    (C)      if to the SF Manager:

                                             Address:   Level 23,
                                                        360 Collins Street,
                                                        Melbourne, Victoria 3000

                                             Attention: Funding Manager

                                             Facsimile: (03) 9605 6200; and

                                    (D)      if to the OF Manager:

                                             Address:   Level 23,
                                                        360 Collins Street,
                                                        Melbourne, Victoria 3000

                                             Attention: Funding Manager

                                             Facsimile: (03) 9605 6200;

                                    or as specified to the sender by any party
                                    by notice;

                           (2)      where the sender is a company, must be
                                    signed by an Officer or under the common
                                    seal of the sender;

                           (3)      is regarded as being given by the sender and
                                    received by the addressee:

                                    (A)      if by delivery in person, when
                                             delivered to the addressee;

                                    (B)      if by post, on delivery to the
                                             addressee; or

                                    (C)      if by facsimile transmission, as
                                             long as it is legibly received,
                                             when transmitted to the addressee,

                                    but if the delivery or receipt is on a day
                                    which is not a Business Day or is after 4.00
                                    pm (addressee's time) it is regarded as
                                    received at 9.00 am on the following
                                    Business Day;



                                                                         PAGE 26
<PAGE>

                           (4)      can be relied upon by the addressee and the
                                    addressee is not liable to any other person
                                    for any consequences of that reliance if the
                                    addressee believes it to be genuine, correct
                                    and authorised by the sender; and

                           (5)      if to the Note Holder must be copied to the
                                    OF Manager and if to the Issuer must be
                                    copied to the SF Manager.

                  (b)      A facsimile transmission is regarded as legible
                           unless the addressee telephones the sender within 2
                           hours after the transmission is received or regarded
                           as received under clause 16.4(a)(3) and informs the
                           sender that it is not legible.

                  (c)      In this clause 16.4, a reference to an addressee
                           includes a reference to an addressee's Officers,
                           agents or employees.

         16.5     GOVERNING LAW AND JURISDICTION

                  (a)      This agreement is governed by the laws of New South
                           Wales.

                  (b)      The Parties irrevocably submit to the non-exclusive
                           jurisdiction of the courts of New South Wales.

         16.6     PROHIBITION AND ENFORCEABILITY

                  (a)      Any provision of, or the application of any provision
                           of, any Material Document or any Power which is
                           prohibited in any jurisdiction is, in that
                           jurisdiction, ineffective only to the extent of that
                           prohibition.

                  (b)      Any provision of, or the application of any provision
                           of, any Material Document which is void, illegal or
                           unenforceable in any jurisdiction does not affect the
                           validity, legality or enforceability of that
                           provision in any other jurisdiction or of the
                           remaining provisions in that or any other
                           jurisdiction.

         16.7     WAIVERS

                  (a)      Waiver of any right arising from a breach of this
                           agreement or of any Power arising upon default under
                           this agreement or upon the occurrence of an Event of
                           Default must be in writing and signed by the party
                           granting the waiver.

                  (b)      A failure or delay in exercise, or partial exercise,
                           of:

                           (1)      a right arising from a breach of this
                                    agreement or the occurrence of an Event of
                                    Default; or

                           (2)      a Power created or arising upon default
                                    under this agreement or upon the occurrence
                                    of an Event of Default,

                           does not result in a waiver of that right or Power.

                  (c)      A party is not entitled to rely on a delay in the
                           exercise or non-exercise of a right or Power arising
                           from a breach of this agreement or on a default under
                           this agreement or on the occurrence of an Event of
                           Default as constituting a waiver of that right or
                           Power.

                  (d)      A party may not rely on any conduct of another party
                           as a defence to exercise of a right or Power by that
                           other party.



                                                                         PAGE 27
<PAGE>

                  (e)      This clause may not itself be waived except by
                           writing.

         16.8     VARIATION

                  A variation of any term of this agreement must be in writing
                  and signed by the parties.

         16.9     CUMULATIVE RIGHTS

                  The Powers are cumulative and do not exclude any other right,
                  power, authority, discretion or remedy of the Note Holder or
                  OF Manager.

         16.10    ATTORNEYS

                  Each of the Attorneys executing this agreement states that the
                  Attorney has no notice of the revocation of the power of
                  attorney appointing that Attorney.

         16.11    BINDING OBLIGATIONS

                  Each party to this agreement acknowledges that the obligations
                  expressed in this agreement are binding upon it.

         16.12    WINDING UP OF SECURITISATION FUND

                  Prior to the Termination Date, neither the Note Holder nor the
                  OF Manager may seek to terminate or wind up the Securitisation
                  Fund as a consequence of any breach of this agreement or any
                  Note by the Issuer or the SF Manager.

         16.13    TERMINATION CLAUSE

                  This agreement can only be terminated on or after the
                  Termination Date.


                                                                         PAGE 28
<PAGE>



--------------------------------------------------------------------------------
SCHEDULE 1 - FUNDING NOTICE

(Clause 4.2)



To:      Perpetual Trustees Australia Limited in its capacity as trustee of the
         Origination Fund No. 3 ("Note Holder")
         ME Portfolio Management Limited ("OF Manager")

ATTENTION: MANAGER - SECURITISATION
--------------------------------------------------------------------------------

We refer to the agreement dated [INSERT DATE] ("Agreement"). Pursuant to clause
4 of the Agreement:

(a)      We give you notice that we require the Issuer to issue to the Note
         Holder a Note from SMHL Global Fund No.4 on ............... ("Funding
         Date") at [#];

(b)      The aggregate principal amount of the Note is: $........;

(c)      We request that the proceeds be remitted to account number ...........
         at ...................;/ [INSERT ALTERNATIVE INSTRUCTIONS]

                  Expressions defined in the Agreement have the same meaning
                  when used in this Funding Notice.



Dated: [INSERT DATE]

SIGNED for and on behalf of
ME PORTFOLIO MANAGEMENT LIMITED


------------------------------------------------
Officer's signature


------------------------------------------------
Name (please print)



                                                                         PAGE 29
<PAGE>


--------------------------------------------------------------------------------
SCHEDULE 2 - CONDITIONS




Redraw - SMHL Global Fund No.4

                      PERPETUAL TRUSTEES AUSTRALIA LIMITED
                              (ABN 86 000 431 827)
            IN ITS CAPACITY AS TRUSTEE OF THE SMHL GLOBAL FUND NO. 4

                 of Level 7, 39 Hunter Street, Sydney, NSW, 2000

                                   ("ISSUER")


whose office for the purposes of payment is at Level 7, 9 Castlereagh Street,
Sydney, New South Wales or such other address as the Issuer may notify to the
Note Holder from time to time.

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

1        NOTE

(a)      This Note certificate is issued as part of the Notes known as the SMHL
         Global Fund No.4. The terms and conditions of the issue of this Note
         and repayment are constituted by this Note and the Redraw Funding
         Facility - Agreement for Issue and Repayment of Notes dated [##]
         between the Issuer, the Note Holder, ME Portfolio Management Limited
         (ABN 79 005 964 134) of Level 23, 360 Collins Street, Melbourne,
         Victoria in its capacity as manager of the Superannuation Members' Home
         Loans Global Fund No 4 ("SF Manager") and ME Portfolio Management
         Limited (ABN 79 005 964 134) of Level 23, 360 Collins Street,
         Melbourne, Victoria, in its capacity as manager of the Superannuation
         Members' Home Loans Origination Fund No. 3 ("OF Manager")
         ("Agreement"). Terms defined in the Agreement have the same meaning
         when used in these Conditions.

(b)      Subject to clause 3, the Issuer promises to repay the Note Holder in
         accordance with the Agreement.

(c)      This Note may only be assigned or transferred with the prior written
         consent of the Issuer and subject to and in accordance with the
         Agreement.

2        DERIVATION OF PAYMENT

         The parties acknowledge that the payments to be made by the Issuer
         under this Note are derived by it from the receipts from a "mortgage"
         or "pool of mortgages", as those terms are defined in section 3 of the
         Duties Act 2000 (Vic).

3        EXTENT OF LIABILITY OF ISSUER

(a)      The Issuer issues this Note only in its capacity as trustee of the
         Securitisation Fund and no other capacity. A liability of the Issuer
         arising under or in connection with this Note or the Agreement is
         limited to and can be enforced against the Issuer only to the extent to
         which it can be satisfied out of property of the Securitisation Fund
         out of which the Issuer


                                                                         PAGE 30
<PAGE>

         is actually indemnified for the liability. This limitation of the
         Issuer's liability applies despite any other provision of this Note or
         the Agreement and extends to all liabilities and obligations of the
         Issuer in any way connected with any representation, warranty, conduct,
         omission, agreement or transaction related to this Note or the
         Agreement.

(b)      The parties other than the Issuer may not sue the Issuer in any
         capacity other than as trustee of the Securitisation Fund including
         seek the appointment of a receiver (except in relation to property of
         the Securitisation Fund), a liquidator, an administrator or any similar
         person to the Issuer or prove in any liquidation, administration or
         arrangement of or affecting the Issuer (except in relation to property
         of the Securitisation Fund).

(c)      The provisions of this clause 3 shall not apply to any obligation or
         liability of the Issuer to the extent that it is not satisfied because
         under the Master Trust Deed establishing the Securitisation Fund or by
         operation of law there is a reduction in the extent of the Issuer's
         indemnification out of the assets of the Securitisation Fund Issuer, as
         a result of the Issuer's fraud, negligence or wilful default.

(d)      It is acknowledged that the SF Manager is responsible under the Master
         Trust Deed establishing the Securitisation Fund for performing a
         variety of obligations relating to the Securitisation Fund, including
         under this Note and the Agreement. No act or omission of the Issuer
         (including any related failure to satisfy its obligations or breach of
         representation or warranty under this Note or the Agreement) will be
         considered fraud, negligence or wilful default of the Issuer for the
         purposes of paragraph (c) of this clause 3 to the extent to which the
         act or omission was caused or contributed to by any failure by the SF
         Manager or any other person to fulfil its obligations relating to the
         Securitisation Fund or by any other act or omission of the SF Manager
         or any other person.

(e)      No attorney, agent, receiver or receiver and manager appointed in
         accordance with this Note or the Agreement has authority to act on
         behalf of the Issuer in a way which exposes the Issuer to any personal
         liability and no act or omission of any such person will be considered
         fraud, negligence or wilful default of the Issuer for the purposes of
         paragraph (c) of this clause 3.

(f)      The Issuer is not obliged to do or refrain from doing anything under
         this Note or the Agreement (including incur any liability) unless the
         Issuer's liability is limited in the same manner as set out in
         paragraph (a) to (c) of this clause 3.

4        EXTENT OF LIABILITY OF NOTE HOLDER

(a)      The Note Holder enters into this Note only in its capacity as trustee
         of the Origination Fund and no other capacity. A liability arising
         under or in connection with this Note or the Agreement is limited to
         and can be enforced against the Note Holder only to the extent to which
         it can be satisfied out of property of the Origination Fund out of
         which the Note Holder is actually indemnified for the liability. This
         limitation of the Note Holder's liability applies despite any other
         provision of this Note or the Agreement and extends to all liabilities
         and obligations of the Note Holder in any way connected with any
         representation, warranty, conduct, omission, agreement or transaction
         related to this Note or the Agreement.

(b)      The parties other than the Note Holder may not sue the Note Holder in
         any capacity other than as trustee of the Origination Fund including
         seek the appointment of a receiver (except in relation to property of
         the Origination Fund), a liquidator, an administrator or any similar
         person to the Note Holder or prove in any liquidation, administration
         or arrangement of or affecting the Note Holder (except in relation to
         property of the Origination Fund).



                                                                         PAGE 31
<PAGE>

(c)      The provisions of this clause 4 shall not apply to any obligation or
         liability of the Note Holder to the extent that it is not satisfied
         because under the trust deed establishing the Origination Fund or by
         operation of law there is a reduction in the extent of the Note
         Holder's indemnification out of the assets of the Origination Fund, as
         a result of the Note Holder's fraud, negligence or wilful default.

(d)      It is acknowledged that the OF Manager is responsible under the trust
         deed establishing the Origination Fund for performing a variety of
         obligations relating to the Origination Fund, including under this Note
         and the Agreement. No act or omission of the Note Holder (including any
         related failure to satisfy its obligations or breach of representation
         or warranty under this Note or the Agreement) will be considered fraud,
         negligence or wilful default of the Note Holder for the purposes of
         paragraph (c) of this clause 4 to the extent to which the act or
         omission was caused or contributed to by any failure by the OF Manager
         or any other person to fulfil its obligations relating to the
         Origination Fund or by any other act or omission of the OF Manager or
         any other person.

(e)      No attorney, agent, receiver or receiver and manager appointed in
         accordance with this Note or the Agreement has authority to act on
         behalf of the Note Holder in a way which exposes the Note Holder to any
         personal liability and no act or omission of any such person will be
         considered fraud, negligence or wilful default of the Note Holder for
         the purposes of paragraph (c) of this clause 4.

(f)      The Note Holder is not obliged to do or refrain from doing anything
         under this Note or the Agreement (including incur any liability) unless
         the Note Holder's liability is limited in the same manner as set out in
         paragraph (a) to (c) of this clause 4.






                                                                         PAGE 32
<PAGE>



SCHEDULE 3 - FACILITY PROVIDER FUNDING NOTICE

(Clause 4.4)

To:      Perpetual Trustees Australia Limited in its capacity as trustee of the
         Superannuation Members' Home Loans Global Fund No. 4 (ISSUER) ME
         Portfolio Management Limited (SF MANAGER)

         Attention: Manager - Securitisation



We refer to the agreement dated [INSERT DATE] (AGREEMENT). Pursuant to clause 4
of the Terms and Conditions:

(a)      we give you notice that we require the Issuer to issue to the Note
         Holder a Note from SMHL Global Fund No.4 on .................. (FUNDING
         DATE) at [#];

(b)      the aggregate principal amount of the Note is $.......

Expressions defined in the Agreement have the same meaning when used in this
Funding Notice.

Dated: [INSERT DATE]



Signed for and on behalf of

ME PORTFOLIO MANAGEMENT LIMITED



-----------------------
Officer's signature



-----------------------
Name (please print)




                                                                         PAGE 33
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EXECUTED AS AN AGREEMENT:

SIGNED for
PERPETUAL TRUSTEES AUSTRALIA LIMITED
by its attorney in the presence of:


--------------------------------------    --------------------------------------
Witness                                   Attorney


--------------------------------------    --------------------------------------
Name (please print)                       Name (please print)



SIGNED for
PERPETUAL TRUSTEES AUSTRALIA LIMITED
by its attorney in the presence of:


--------------------------------------    --------------------------------------
Witness                                   Attorney


--------------------------------------    --------------------------------------
Name (please print)                       Name (please print)






                                                                         PAGE 34
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SIGNED for
ME PORTFOLIO MANAGEMENT LIMITED
by its attorney in the presence of:

--------------------------------------    --------------------------------------
Witness                                   Attorney


--------------------------------------    --------------------------------------
Name (please print)                       Name (please print)



SIGNED for
ME PORTFOLIO MANAGEMENT LIMITED
by its attorney in the presence of:


--------------------------------------    --------------------------------------
Witness                                   Attorney


--------------------------------------    --------------------------------------
Name (please print)                       Name (please print)