<PAGE>

PAYMENT FUNDING FACILITY
AGREEMENT FOR ISSUE AND REPAYMENT
OF NOTES SMHL GLOBAL FUND NO. 4
ORIGINATION FUND NO. 3

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








[FREEHILLS 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 PSJR:TEL:25E








<PAGE>

TABLE OF CONTENTS

Clause                                                                      Page

1        DEFINITIONS AND INTERPRETATION                                        1

         1.1      Definitions                                                  1
         1.2      Interpretation                                               6
         1.3      Banking Day                                                  8
         1.4      Transaction Document                                         8

2        THE NOTES                                                             8

         2.1      Application for and Issue of Notes                           8
         2.2      Acknowledgment of Indebtedness                               8
         2.3      Obligations under Notes                                      8
         2.4      Ownership of Notes                                           9
         2.5      Register                                                     9

3        PURPOSE                                                               9

4        FUNDING PROCEDURES                                                    9

         4.1      Delivery of Funding Notice                                   9
         4.2      Requirements for a Funding Notice                           10
         4.3      Copy of the Funding Notice to be provided to the Issuer     10
         4.4      Irrevocability of Funding Notice                            10

5        LOAN FACILITY                                                        10

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

6        PAYMENTS                                                             13

         6.1      Manner of payments                                          13
         6.2      Payments on a Banking Day                                   13
         6.3      Appropriation of payments                                   13
         6.4      Payments in gross                                           13
         6.5      Amounts payable on demand                                   13

7        REPRESENTATIONS AND WARRANTIES                                       14

         7.1      By the Issuer                                               14
         7.2      By the SF Manager                                           15
         7.3      Survival and repetition of representations and warranties   15
         7.4      Reliance by the Note Holder and OF Manager                  15

8        UNDERTAKINGS                                                         16

         8.1      Term of undertakings                                        16


                                                                          PAGE 1
<PAGE>

         8.2      Compliance with Covenants                                   16
         8.3      Notify Events of Default                                    16

9        EVENTS OF DEFAULT                                                    16

         9.1      Operation of clause 9                                       16
         9.2      Effect of Event of Default                                  16
         9.3      Issuer to continue to perform                               16
         9.4      Enforcement                                                 17

10       TRUSTEE LIMITATION OF LIABILITY PROTECTION                           17

         10.1     Limitation of Liability - Issuer                            17
         10.2     Limitation of Liability - Note Holder                       18
         10.3     Wilful Default of the Issuer and the Note Holder            19

11       INDEMNITIES                                                          20

         11.1     General indemnity                                           20
         11.2     Continuing indemnities and evidence of loss                 20
         11.3     Funds available for indemnity                               21
         11.4     Negligence, wilful default or breach of law                 21
         11.5     Notification from Note Holder or OF Manager                 21

12       TAX, COSTS AND EXPENSES                                              21

         12.1     Tax                                                         21
         12.2     Costs and expenses                                          22
         12.3     Goods and services tax                                      22

13       INTEREST ON OVERDUE AMOUNTS                                          23

         13.1     Payment of interest                                         23
         13.2     Accrual of interest                                         23
         13.3     Rate of interest                                            23

14       ASSIGNMENT                                                           23

         14.1     Assignment by Transaction Party                             23
         14.2     Assignment by Note Holder                                   23
         14.3     Assist transfer or assignment                               24
         14.4     Participation permitted                                     24
         14.5     Lending Office                                              24
         14.6     Disclosure                                                  24
         14.7     No increase in costs                                        24

15       GENERAL                                                              24

         15.1     Confidential information                                    24
         15.2     Performance by Note Holder of obligations                   25
         15.3     Transaction Party to bear cost                              25
         15.4     Notices                                                     25
         15.5     Governing law and jurisdiction                              26
         15.6     Prohibition and enforceability                              26
         15.7     Waivers                                                     27
         15.8     Variation                                                   27


                                                                          PAGE 2
<PAGE>

         15.9     Cumulative rights                                           27
         15.10    Attorneys                                                   27
         15.11    Binding Obligations                                         27
         15.12    Winding up of Securitisation Fund                           27
         15.13    Termination                                                 27




                                                                          PAGE 3
<PAGE>

--------------------------------------------------------------------------------
THIS PAYMENT 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:

--------------------------------------------------------------------------------
1        DEFINITIONS AND INTERPRETATION

         1.1      DEFINITIONS

                  In this agreement, unless the context otherwise requires:

                  ATTORNEY means an attorney appointed under a Material
                  Document;



                                                                          PAGE 1
<PAGE>

                  AUTHORISATION includes:

                  (a)      any consent, registration, filing, agreement,
                           notarisation, certificate, licence, approval, permit,
                           authority or exemption from, by or with a
                           Governmental Agency; and

                  (b)      any consent or authorisation regarded as given by a
                           Governmental Agency due to the expiration of the
                           period specified by a statute within which the
                           Governmental Agency should have acted if it wished to
                           proscribe or limit anything already lodged,
                           registered or notified under that statute;

                  AUTHORISED INVESTMENTS has the meaning given to it in the
                  Master Trust Deed;

                  BANK has the meaning given to it in the Master Trust Deed;

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

                  BOND ISSUE DATE has the meaning given to it in the Master
                  Trust Deed;

                  BOND ISSUE DIRECTION has the meaning given to it in the Master
                  Trust Deed;

                  CHARGE means the charge created under the Security Trust Deed;

                  CLASS A NOTE has the meaning given to it in the Supplementary
                  Bond Terms Notice;

                  CLASS B NOTE has the meaning given to it in the Supplementary
                  Bond Terms Notice;

                  COLLECTIONS has the meaning given to it in the Supplementary
                  Bond Terms Notice;

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

                  DESIGNATED RATING AGENCY has the meaning given to it in the
                  Master Trust Deed;

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

                  ENCUMBRANCE means an interest or power:

                  (a)      reserved in or over an interest in any asset
                           including, but not limited to, any retention of
                           title; or

                  (b)      created or otherwise arising in or over any interest
                           in any asset under a bill of sale, mortgage, charge,
                           lien, pledge, trust or power,

                  by way of security for the payment of a debt, any other
                  monetary obligation or the performance of any other
                  obligation, and includes, but is not limited to, any agreement
                  to grant or create any of the above;

                  ENTITY has the same meaning as in Chapter 2E of the
                  Corporations Act;

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

                  FITCH RATINGS has the meaning given to it in the Supplementary
                  Bond Terms Notice;



                                                                          PAGE 2
<PAGE>

                  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);

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

                  GST has the same meaning as in the A New Tax System (Goods and
                  Services Tax) Act 1999;

                  INTEREST AMOUNT means for any Payment Period all of the net
                  income derived from the investment of the net proceeds of the
                  Principal Outstanding for that Payment Period;

                  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;

                  LIQUIDITY NOTES has the meaning given to it in the
                  Supplementary Bond Terms Notice;

                  MASTER TRUST DEED means the Master Trust Deed dated 4 July
                  1994 made between Perpetual Trustees Australia Limited and ME
                  Portfolio Management Limited, and providing for the
                  establishment of a series of trusts known collectively as the
                  Superannuation Members Home Loans Trusts, 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 Notice.

                  MOODY'S has the meaning given to it in the Master Trust Deed;

                  MORTGAGE has the meaning given to it in the Master Trust Deed;

                  NOTE means a note issued under Parts 2 and 4;

                  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" or
                           a person performing the functions of any of them; 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.



                                                                          PAGE 3
<PAGE>

                  ORIGINATION FUND means Origination Fund No. 3 established
                  pursuant to the Master Trust Deed;

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

                  comprise any combination of the above, after:

                  (a)      deducting the aggregate amount of any payments made
                           under clause 3(b); and

                  (b)      adding the aggregate of any amounts recovered by or
                           otherwise paid to the Issuer where the original
                           non-payment of those amounts was a Payment Amount
                           Shortfall;

                  OUTSTANDING PRINCIPAL BALANCE in respect of a Mortgage has the
                  same meaning as in the Supplementary Bond Terms Notice;

                  OVERDUE RATE means on any date the rate percent per annum
                  calculated by the OF Manager which is the rate, expressed as a
                  percentage, derived from dividing the Interest Amount by the
                  average of the Principal Outstanding on each Banking Day
                  during the Payment Period immediately preceding the date the
                  Overdue Rate is calculated;

                  PAYMENT AMOUNT means an amount payable by the Issuer to the
                  counterparty to any Enhancement or Interest Hedge (as those
                  terms are defined in the Security Trust Deed) in respect of
                  any loss suffered by the counterparty as a consequence of the
                  termination before its due date of any arrangement to hedge or
                  otherwise manage the Issuer's interest rate exposure for any
                  Mortgage being an Asset of the Securitisation Fund where all
                  or part of the interest payable is subject to a fixed rate;

                  PAYMENT AMOUNT SHORTFALL means as the case requires:

                  (a)      a Recovery Shortfall; and

                  (b)      a Threshold Rate Shortfall;

                  PAYMENT DATE has the meaning given to it in the Supplementary
                  Bond Terms Notice;

                  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


                                                                          PAGE 4
<PAGE>

                  commence on the relevant Funding Date and the last Payment
                  Period will end on the Termination Date;

                  PERMITTED ENCUMBRANCE means:

                  (a)      every lien created by operation of law securing an
                           obligation that is not yet due;

                  (b)      every lien for the unpaid balance of purchase moneys
                           under an instalment contract entered into in the
                           ordinary course of business;

                  (c)      every lien for the unpaid balance of moneys owing for
                           repairs; and

                  (d)      an Encumbrance granted under a Transaction Document,

                  which affects or relates to any of the assets of the
                  Securitisation Fund;

                  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 after:

                  (a)      deducting the aggregate amount of any payments made
                           under clause 3(b); and

                  (b)      adding the aggregate of any amounts recovered by or
                           otherwise paid to the Issuer in respect of a Payment
                           Amount Shortfall;

                  RECOVERY SHORTFALL means an amount equal to the difference
                  between the Payment Amount and the amount recovered or
                  recoverable under or pursuant to the Mortgage in respect of
                  the Payment Amount;

                  REDRAW FUNDING FACILITY has the meaning given to it in the
                  Security Trust Deed;

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

                  S&P has the meaning given to it in the Master Trust Deed;

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

                  SECURITISATION FUND means the Securitisation Fund constituted
                  under the Master Trust Deed known as SMHL Global Fund No. 4;

                  SECURITY TRUST DEED means the Security Trust Deed (as amended
                  from time to time) 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;

                  SET DATE means in relation to the initial Payment Period, the
                  Funding Date, and in relation to each subsequent Payment
                  Period, the Payment Date at the commencement of that Payment
                  Period;

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

                  TAX means:

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



                                                                          PAGE 5
<PAGE>

                  (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 first to occur of:

                  (a)      the date on which the Total Outstanding Principal
                           Balance is zero or will be zero following any
                           payments made on the relevant Payment Date (as
                           defined under the Supplementary Bond Terms Notice);
                           and

                  (b)      the date by which the SF Manager has received written
                           notification from each Designated Rating Agency (as
                           defined in the Master Trust Deed) that the provision
                           of the Facility and the subscription and issue of
                           Notes under the Facility (including any outstanding
                           Notes) is no longer necessary in order to maintain
                           the "AAA", "Aaa" and "AAA" rating of notes in the
                           Securitisation Fund known as the "Class A Notes" by
                           S&P, Moody's and Fitch Ratings respectively;

                  THRESHOLD RATE SHORTFALL means any shortfall arising under any
                  determination under clause 11(a) of the Supplementary Bond
                  Terms Notice;

                  TOTAL OUTSTANDING PRINCIPAL BALANCE has the meaning given to
                  it under the Supplementary Bond Terms Notice;

                  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;

                  (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;



                                                                          PAGE 6
<PAGE>

                  (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

                  (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).



                                                                          PAGE 7
<PAGE>

         1.3      BANKING DAY

                  Unless otherwise stipulated in this agreement, where the day
                  on or by which any thing is to be done is not a Banking Day,
                  that thing must be done on or by the succeeding Banking 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 request that the Issuer issues a
                           Note to the Note Holder by:

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

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

                           (3)      specifying the proposed date 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)      If the SF Manager has requested that the Issuer
                           issues a Note in accordance with clause 2.1(a) and
                           the OF Manager and Note Holder agree to subscribe for
                           the Note as requested by the SF Manager, the Issuer
                           must, on the 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.

                  (c)      The parties agree that the terms and conditions
                           contained in this agreement, the Supplementary Bond
                           Terms Notice (to the extent applicable) and the
                           Security Trust Deed (to the extent applicable) 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.



                                                                          PAGE 8
<PAGE>

         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 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        PURPOSE

         (a)      Subject to clause 3(b), the Issuer must, and the SF Manager
                  must cause the Issuer to, keep the proceeds of a Funding
                  Portion invested in Authorised Investments:

                  (1)      which are rated "AAA" or "A-1+" by S&P, "Prime-1" or
                           "Aaa" by Moody's and "AAA" or "F1+" by Fitch Ratings,
                           or such other rating as any Designated Rating Agency
                           may approve from time to time;

                  (2)      which mature (except in the case of call deposits
                           with a Bank) not later than the day before the
                           Payment Date immediately after the day on which they
                           are made; and

                  (3)      otherwise in accordance with the Master Trust Deed.

         (b)      The Issuer must and the SF Manager must cause the Issuer to,
                  apply funds invested under clause 3(a):

                  (1)      to the extent of any Payment Amount Shortfall and
                           subject to clause 5.5(b)(3), towards Collections in
                           accordance with the Supplementary Bond Terms Notice;
                           and

                  (2)      otherwise as required under clause 5 or clause 11.

--------------------------------------------------------------------------------
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.



                                                                          PAGE 9
<PAGE>

         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 at least 2 Banking Days before the proposed
                           Funding Date (or such shorter period as the OF
                           Manager may agree in writing);

                  (c)      must be signed by an Officer of the SF Manager and an
                           Officer of the Issuer;

                  (d)      whether or not stated in the notice, constitutes a
                           representation and warranty by each of the Issuer and
                           the SF Manager that so far as it is aware (without
                           the need to make enquiry) each representation and
                           warranty set out in clause 7 and given by it is true,
                           correct and not misleading as if made at the date of
                           the Funding Notice and the Funding Date in respect of
                           the facts and circumstances then subsisting, but if
                           the representation and warranty constituted by this
                           clause 4.2(d) is not correct the Funding Notice must
                           contain a statement to that effect and must set out
                           full details of any exceptions and the reasons and
                           any remedial action taken or proposed. Any such
                           statement is without prejudice to the rights of the
                           Note Holder and OF Manager.

         4.3      COPY OF THE FUNDING NOTICE TO BE PROVIDED TO THE ISSUER

                  A copy of each Funding Notice must be provided to the Issuer
                  at least 1 Banking Day before the proposed Funding Date
                  together with the Bond Issue Direction for the issue of the
                  Notes.

         4.4      IRREVOCABILITY OF FUNDING NOTICE

                  The Note Holder or the OF Manager may, in its absolute
                  discretion, decide to decline to provide the requested funding
                  specified in the Funding Notice, in which case the OF Manager
                  must notify each of the Issuer and the SF Manager in writing.
                  Following agreement by the Note Holder and the OF Manager to
                  the issue of the relevant Note specified in the Funding
                  Notice, 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.

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5        LOAN FACILITY

         5.1      PROVISION OF FUNDING PORTIONS

                  If the SF Manager gives a Funding Notice in accordance with
                  clause 4 and the OF Manager and the Note Holder agree to the
                  issue of the specified Note, then, subject to this agreement
                  (including, without limitation, clause 10), 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


                                                                         PAGE 10
<PAGE>

                  Same Day Funds in Dollars not later than 12 noon (Melbourne
                  time) on the specified Funding Date and in accordance with
                  that Funding Notice.

         5.2      REPAYMENT OF OUTSTANDING MONEYS

                  (a)      If after having regard to clause 5.5, the SF Manager
                           determines that on any Banking Day the Principal
                           Outstanding is greater than the amount agreed from
                           time to time by the Manager and each Designated
                           Rating Agency the Issuer must, and the SF Manager
                           must cause the Issuer to, repay to the Note Holder so
                           much of the Principal Outstanding so that the
                           Principal Outstanding immediately after that
                           repayment will not cause the current rating of the
                           Class A Notes and the Class B Notes issued by the
                           Issuer to be downgraded or withdrawn by any
                           Designated Rating Agencies.

                  (b)      The Issuer must, and the SF Manager must cause the
                           Issuer to, repay the Principal Outstanding, if any,
                           in full on the Termination Date.

                  (c)      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.

                  (d)      The Issuer is not obliged to make a repayment under
                           this clause 5.2 other than out of the funds invested
                           or available for investment under clause 3.

         5.3      INTEREST

                  (a)

                           (1)      On each Payment Date, the Issuer must, and
                                    the SF Manager must cause the Issuer to, pay
                                    to the Note Holder interest on the Payment
                                    Period being an amount equal to the Interest
                                    Amount.

                           (2)      The Issuer is not obliged to pay interest
                                    under clause 5.3(a)(1) other than out of the
                                    Interest Amount.

                  (b)      The Issuer and the SF Manager acknowledge that the
                           Interest Amount is not available to meet any payment
                           obligation of the Issuer other than its obligation to
                           pay interest under clauses 5.3(a) and 5.3(c).

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

                           (1)      the Interest Amount shall accrue interest at
                                    the Overdue Rate for the next Payment
                                    Period;

                           (2)      the Interest Amount and interest accrued
                                    under paragraph (1) shall become payable on
                                    the next Payment Date; and

                           (3)      to the extent to which any unpaid Interest
                                    Amount (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.



                                                                         PAGE 11
<PAGE>

                  (d)      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.

         5.4      ORDER OF REPAYMENT

                  (a)      In making repayments under clause 5.2, 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 6.3(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.

         5.5      ACKNOWLEDGMENTS

                  (a)      The Issuer acknowledges that if an amount is paid out
                           of the Securitisation Fund as a consequence of a
                           Payment Amount Shortfall, and an amount referable to
                           that Payment Amount Shortfall is subsequently
                           recovered by or otherwise paid to the Issuer, such
                           amounts are to be available for repayment under
                           clause 5.

                  (b)      Each of the parties acknowledges that:

                           (1)      the Issuer will not be able to issue the
                                    Class A Notes or the Class B Notes unless
                                    and until a Funding Portion has been
                                    provided and maintained under clause 5.1
                                    such that the Principal Outstanding is not
                                    less than 0.40% of the Outstanding Principal
                                    Balance of the Loans secured by the
                                    Mortgages comprised in the Assets of
                                    Securitisation Fund on the issue date of the
                                    notes;

                           (2)      in order to maintain the assigned rating by
                                    each Designated Rating Agency (which rating
                                    confirmation by each Designated Rating
                                    Agency must be in writing) of the Class A
                                    Notes or the Class B Notes it may be
                                    necessary to increase the amount of the
                                    Principal Outstanding to an amount in excess
                                    of 0.40% of the Outstanding Principal
                                    Balance of the Loans secured by Mortgages
                                    comprised in the Assets of Securitisation
                                    Fund;

                           (3)      the amount of the Principal Outstanding up
                                    to an amount equal to 0.40% of the
                                    Outstanding Principal Balance of the Loans
                                    secured by Mortgages comprised in the Assets
                                    of Securitisation Fund is only available in
                                    respect of Payment Amount Shortfalls being
                                    Recovery Shortfalls and any Principal
                                    Outstanding in excess of 0.40% of the
                                    Outstanding Principal Balance of the Loans
                                    secured by Mortgages comprised in the Assets
                                    of Securitisation Fund is only available in
                                    respect of Payment Amount Shortfalls being
                                    Threshold Rate Shortfalls; and

                           (4)      if a Threshold Rate Shortfall exists and the
                                    amount of the Funding Portion is not
                                    increased as contemplated by clause
                                    5.5(b)(2), the SF


                                                                         PAGE 12
<PAGE>

                                    Manager must comply with clauses 12(a) and
                                    (b) of the Supplementary Bond Terms Notice.

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

         6.1      MANNER OF PAYMENTS

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

                  (a)      in Same Day Funds;

                  (b)      in Dollars;

                  (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 BANKING DAY

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

         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)      firstly, towards reimbursements of all fees,
                                    costs, expenses, charges, damages and
                                    indemnity payments incurred or due and owing
                                    by the Transaction Party under the Material
                                    Documents;

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

                           (3)      thirdly, 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.



                                                                         PAGE 13
<PAGE>

         6.5      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.

--------------------------------------------------------------------------------
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 that this representation and
                           warranty does not apply to the filing of an ASIC form
                           309 in relation to the creation of the Charge;

                  (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 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 Government 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 10 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:

                  (a)      comply with all of its covenants and obligations
                           under the Security Trust Deed and Supplementary Bond
                           Terms Notice; and

                  (b)      wherever it is required to obtain consent of the
                           Security Trustee (as defined in the Security Trust
                           Deed) under the Security Trust Deed also obtain the
                           prior written consent of the Note Holder and OF
                           Manager.

         8.3      NOTIFY EVENTS OF DEFAULT On and from the Termination Date,
                  each of the SF Manager and the Issuer must immediately notify
                  all the other parties to this agreement in writing if it
                  becomes actually aware of the occurrence of any Event of
                  Default and must provide full and complete details in relation
                  thereto immediately upon becoming actually aware of such
                  details.

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

         9.1      OPERATION OF CLAUSE 9

                  Clauses 9.2 to 9.4 only have effect on and from the
                  Termination Date.

         9.2      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
                           9.2(a) immediately repay in full the Outstanding
                           Moneys to the Note Holder.



                                                                         PAGE 16
<PAGE>

         9.3      ISSUER TO CONTINUE TO PERFORM

                  (a)      If the Note Holder or OF Manager makes any
                           declaration under clause 9.2:

                           (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)      each of 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 9.3(a) does not affect the obligations of the
                           Issuer or the SF Manager under clause 9.2.

         9.4      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       TRUSTEE LIMITATION OF LIABILITY PROTECTION

         10.1     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.

                  (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 10.1 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


                                                                         PAGE 17
<PAGE>

                           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 10.1 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 Trustee 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 10.1.

                  (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 paragraphs (a) to
                           (c) of this clause.

         10.2     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 or 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).

                  (c)      The provisions of this clause 10.2 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.



                                                                         PAGE 18
<PAGE>

                  (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
                           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 10.2 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 Trustee 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 10.2.

                  (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 paragraphs
                           (a) to (c) of this clause.

         10.3     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, Note Holder
                                             or any person referred to in
                                             paragraph (b) 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

                                    (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 agreement 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,


                                                                         PAGE 19
<PAGE>

                           but not of the agents or delegates of the Issuer or
                           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.

--------------------------------------------------------------------------------
11       INDEMNITIES

         11.1     GENERAL INDEMNITY

                  (a)      The Issuer, to the extent it is permitted or
                           contemplated under the terms of the Master 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 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
                                    including, but excluding any default by the
                                    Note Holder or OF Manager, as the case may
                                    be;

                           (2)      any repayment or prepayment of all or part
                                    of a Funding Portion being made on a date
                                    other than the relevant Payment Date.

                  (b)      Without limitation to the indemnity contained in
                           clause 11.1(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.

         11.2     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

                           (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; and

                           (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


                                                                         PAGE 20
<PAGE>

                           payment covered by any indemnity in this agreement is
                           sufficient evidence unless the contrary is proved.

         11.3     FUNDS AVAILABLE FOR INDEMNITY

                  The obligations of the Issuer under this clause 11 shall be
                  payable solely to the extent of funds invested or available
                  for investment under clause 3.

         11.4     NEGLIGENCE, WILFUL DEFAULT OR BREACH OF LAW

                  The indemnities in this clause 11 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.

         11.5     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
                  11, 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 Banking 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 11 unless the Issuer has been
                  prejudiced in any material respect by such failure.

--------------------------------------------------------------------------------
12       TAX, COSTS AND EXPENSES

         12.1     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 or a Tax referred
                           to in clause 12.3, in respect of the execution,
                           delivery, performance, release, discharge, amendment,
                           enforcement or attempted enforcement or otherwise in
                           respect of any of the following:

                           (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 12.1(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 12.1(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 12.1(a) or 12.1(b) or
                           both.



                                                                         PAGE 21
<PAGE>

         12.2     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 12.1(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 12.1(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 12.1(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 12.2(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.

         12.3     GOODS AND SERVICES TAX

                  (a)      Subject to clause 12.3(b), all amounts referred to in
                           this Agreement which are relevant in determining a
                           payment to be made by one party to another are
                           exclusive of GST unless specifically indicated
                           otherwise.

         (b)      If a party to this Agreement is entitled to be indemnified or
                  reimbursed for any cost or expense incurred by that party,
                  then the indemnity or reimbursement will be calculated by
                  reference to the GST-exclusive amount of that cost or expense,
                  increased by an amount equal to that part of the cost or
                  expense for which the party or its representative member is
                  not entitled to an input tax credit but would be entitled if
                  that entity was entitled to a full input tax credit. For the
                  avoidance of doubt, the amount calculated under this clause
                  12.3(b) is a GST-exclusive amount.

         (c)      If GST is levied or imposed on or in respect of any supply
                  made under or in connection with this Agreement for which the
                  consideration is a monetary payment, then the consideration
                  provided for that supply is increased by an amount equal to
                  the consideration multiplied by the rate at which that GST is
                  levied or imposed. This additional amount is payable to the
                  party with the liability to remit GST in the manner and at the
                  time when the consideration to which it relates is payable.

         (d)      The recipient of any consideration for a taxable supply
                  (whether in money or otherwise) must provide to the other
                  party a GST tax invoice (or any other thing required under any
                  legislation concerned with GST) in the form required by the A
                  New Tax System (Goods and Services Tax) Act 1999 or that other
                  legislation.

         (e)      Where an "adjustment event", as defined in the A New Tax
                  System (Goods and Services Tax) Act 1999 occurs under this
                  Agreement, the parties shall


                                                                         PAGE 22
<PAGE>

                  do all things necessary to ensure that the adjustment event
                  may be appropriately recognised, including the issue of an
                  "adjustment note", as that term is defined in that Act.

--------------------------------------------------------------------------------
13       INTEREST ON OVERDUE AMOUNTS

         13.1     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.

         13.2     ACCRUAL OF INTEREST

                  The interest payable under this clause 13:

                  (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.

         13.3     RATE OF INTEREST

                  The rate of interest payable under this clause 13 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 13.2(a).

--------------------------------------------------------------------------------
14       ASSIGNMENT

         14.1     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 OF Manager, the Note Holder and
                  each Designated Rating Agency.

         14.2     ASSIGNMENT BY NOTE HOLDER

                  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 or any Note without the prior
                  written consent of the other parties and a prior written
                  notice of such assignment been given to each Designated Rating
                  Agency. Any such assignment must contain an acknowledgment
                  that the assignee is bound by the provisions of this
                  agreement.



                                                                         PAGE 23
<PAGE>

         14.3     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 14.

         14.4     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.

         14.5     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.

         14.6     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.

         14.7     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.

--------------------------------------------------------------------------------
15       GENERAL

         15.1     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.



                                                                         PAGE 24
<PAGE>

         15.2     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.

         15.3     TRANSACTION PARTY TO BEAR COST

                  Without prejudice to clause 10, 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.

         15.4     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:

                           (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;

                                    (C)      if to the SF Manager:,

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

                                             Attention: Funding Manager

                                             Facsimile: (03) 9605 6200; and



                                                                         PAGE 25
<PAGE>

                                    (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,
                                             whether or not legibly received,
                                             when transmitted to the addressee,

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

                           (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 15.4(a)(3) and informs the
                           sender that it is not legible.

                  (c)      In this clause 15.4, a reference to an addressee
                           includes a reference to an addressee's Officers,
                           agents or employees.

         15.5     GOVERNING LAW AND JURISDICTION

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

                  (b)      The Issuer and the SF Manager irrevocably submit to
                           the non-exclusive jurisdiction of the courts of New
                           South Wales.

         15.6     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


                                                                         PAGE 26
<PAGE>

                           other jurisdiction or of the remaining provisions in
                           that or any other jurisdiction.

         15.7     WAIVERS

                  (a)      Waiver of any right arising from a breach of this
                           agreement or of any Power arising upon default under
                           this agreement 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

                           (2)      a Power created or arising upon default
                                    under this agreement,

                           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 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.

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

         15.8     VARIATION

                  A variation of any term of this agreement must be in writing
                  and signed by the parties. No variation may be made if it will
                  cause the current rating of any bonds issued by the Issuer to
                  be downgraded or withdrawn by any Designated Rating Agency.

         15.9     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.

         15.10    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.

         15.11    BINDING OBLIGATIONS

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

         15.12    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 on the SF Manager.

         15.13    TERMINATION

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



                                                                         PAGE 27
<PAGE>

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

(Clause 4.2 - Funding Notice)



To:      Perpetual Trustees Australia Limited in its capacity as trustee of the
         Origination Fund ("Note Holder")
         ME Portfolio Management Limited ("OF Manager")

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

We refer to the agreement dated [##] 2003 ("Agreement"). Pursuant to clause 4 of
the Agreement:

(a)      we give you notice that we wish to request the Issuer to issue to the
         Note Holder a Note pursuant to the Agreement on ............... 2003.
         ("Funding Date");

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

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

(d)      The Issuer represents and warrants that:

         (1)      [(except as disclosed in paragraph (d)(2))] each
                  representation and warranty given by it in the Agreement is to
                  the best of its knowledge, true, correct and not misleading as
                  though it had been made at the date of this Funding Notice and
                  the Funding Date specified above in respect of the facts and
                  circumstances then subsisting;[ AND]

         (2)      details of the exceptions to paragraph (d)(1) are as follows:
                  ..................., and the Issuer [has taken/proposes] the
                  following remedial action ......................];

(e)      The SF Manager represents and warrants that:

         (1)      [(except as disclosed in paragraph (e)(2))] each
                  representation and warranty given by it in the Agreement is to
                  the best of its knowledge, true, correct and not misleading as
                  though it had been made at the date of this Funding Notice and
                  the Funding Date specified above in respect of the facts and
                  circumstances then subsisting;[ AND]

         (2)      details of the exceptions to paragraph (e)(1) are as follows:
                  ..................., and the SF Manager [has taken/proposes]
                  the following remedial action ......................];



                                                                         PAGE 28
<PAGE>

Dated:

SIGNED for and on behalf of
ME PORTFOLIO MANAGEMENT LIMITED


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


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


SIGNED for and on behalf of
PERPETUAL TRUSTEES AUSTRALIA LIMITED


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


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




                                                                         PAGE 29
<PAGE>


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

Payment Funding Facility 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 or such other address as the Issuer may notify to the Note Holder from
time to time.

1        NOTE

(a)      The terms and conditions of the issue of this Note and repayment are
         constituted by this Note and the Payment Funding Facility - Agreement
         for Issue and Repayment of Notes dated [# #] 2003 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 SMHL 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 principal amount
         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 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 or seek the
         appointment of a receiver (except in relation to property of the
         Securitisation Fund), a liquidator, an administrator or any similar


                                                                         PAGE 30
<PAGE>

         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
         paragraphs (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 or 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).

(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


                                                                         PAGE 31
<PAGE>

         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 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
         paragraphs (a) to (c) of this clause 4.


                                                                         PAGE 32
<PAGE>


EXECUTED AS AN AGREEMENT:
SIGNED for
PERPETUAL TRUSTEES AUSTRALIA LIMITED in its
capacity as trustee of SMHL Global Fund No.
4 by its attorney under a Power of Attorney
dated and who declares that he has not
received any notice of the revocation of
such Power of Attorney in the presence of:


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


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




SIGNED for
PERPETUAL TRUSTEES AUSTRALIA LIMITED
in its capacity as trustee of Superannuation
Members' Home Loans Origination Fund No. 3
by its attorney under a Power of Attorney
dated and who declares that he has not
received any notice of the revocation of
such Power of Attorney in the presence of:


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Witness                                     Attorney


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Name (please print)                         Name (please print)





                                                                         PAGE 33
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SIGNED for
ME PORTFOLIO MANAGEMENT LIMITED
in its capacity as manager of SMHL Global
Fund No. 4 by its attorney under a Power of
Attorney dated and who declares that he has
not received any notice of the revocation of
such Power of Attorney in the presence of:


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


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





SIGNED for
ME PORTFOLIO MANAGEMENT LIMITED
in its capacity as manager of Superannuation
Members' Home Loans Origination Fund No. 3
by its attorney under a Power of Attorney
dated and who declares that he has not
received any notice of the revocation of
such Power of Attorney in the presence of:


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


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