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                                                                    Exhibit 10.1


                      -------------------------------------
                      DATED                            2000




                              MASTER SERVICER DEED
                            KINGFISHER MASTER TRUSTS



                             ANZ CAPEL COURT LIMITED
                                ("TRUST MANAGER")
                        PERPETUAL TRUSTEE COMPANY LIMITED
                                   ("TRUSTEE")
                        AUSTRALIA AND NEW ZEALAND BANKING
                                  GROUP LIMITED
                                  ("SERVICER")
















                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                                    Level 60
                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                           Facsimile (61 2) 9296 3999
                              Email syd@msj.com.au
                                  DX 113 Sydney
                                 Ref: MTG:BC:SRF


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CONTENTS               MASTER SERVICER DEED
                       KINGFISHER MASTER TRUSTS

===============================================================================
                       1    PART A - INTERPRETATION                          1

                       2    SERVICING OF RECEIVABLES AND GENERAL SERVICER
                            COVENANTS                                        2

                       3    SERVICER DEFAULT AND RETIREMENT OF SERVICER      6

                       4    SERVICER'S LIABILITY                             7

                       5    REMUNERATION AND EXPENSES                        8

                       6    PAYMENTS                                         8

                       7    NOTICES                                          9

                       8    AMENDMENTS TO THIS DEED                         10

                       9    GOVERNING LAW                                   10

                       10   LIMITED RECOURSE                                11



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                        MASTER SERVICER DEED
                        KINGFISHER MASTER TRUSTS

DATE:                                                          2000

PARTIES:                ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having
                        its registered office at Level 10, 530 Collins Street,
                        Melbourne ("TRUST MANAGER")

                        PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007)
                        having an office at Level 7, 39 Hunter Street, Sydney
                        ("TRUSTEE") AUSTRALIA AND NEW ZEALAND BANKING GROUP
                        LIMITED (ABN 11 005 357 522) having its registered
                        office at Level 6, 100 Queen Street, Melbourne
                        ("SERVICER")

OPERATIVE PROVISIONS:

1     PART A - INTERPRETATION

      DEFINITIONS AND INTERPRETATION
================================================================================
DEFINITIONS

                  1.1   The following terms have the meaning set out below
                        unless the context otherwise requires:

                        DEFINITIONS SCHEDULE means the agreement called
                        "Kingfisher Master Trusts Master Definitions Schedule"
                        dated 1 August 2000 and made between the Trustee, the
                        Trust Manager and P.T. Limited (ABN 67 004 454 666) as
                        the Security Trustee.

                        RELEVANT TRUST means a Trust in relation to which the
                        Servicer has been appointed, and has agreed to act, as
                        Servicer under clause 2.1 and the Supplemental Deed for
                        that Trust.

INTERPRETATION

                  1.2   Except to the extent to which words and phrases are
                        otherwise defined in this deed, words and phrases
                        defined in the Definitions Schedule shall bear the same
                        meaning in this deed. In the event of any inconsistency
                        between a definition in this deed and a definition in
                        the Definitions Schedule, the definitions in this deed
                        will prevail. Any amendment to the Definitions Schedule
                        will only apply to this deed if that amendment has been
                        made in accordance with the Master Trust Deed.

                  1.3   Clauses 1.2, 1.3, 1.4 and 1.5 of the Definitions
                        Schedule are incorporated in this deed as though they
                        were set out in full in it, with references to
                        "agreement" being construed as references to "deed".

                  1.4   A Supplemental Deed may specify provisions which are to
                        apply to the Trust constituted under the relevant Notice
                        of Creation of Trust in addition to, in place of, or by
                        way of amendment to the provisions of


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                        this deed. Any such additions, replacements or
                        amendments apply only to the Trust named in the
                        Supplemental Deed. In the event of any inconsistency
                        between any provision of this deed and any provision of
                        the relevant Supplemental Deed, the Supplemental Deed
                        will prevail for the purposes of that Trust.

PART B - SERVICING

2     SERVICING OF RECEIVABLES AND GENERAL SERVICER COVENANTS

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APPOINTMENT OF SERVICER

                  2.1   The Trustee appoints the Servicer to act as servicer to
                        service and administer the Receivables and the Related
                        Securities of each Relevant Trust upon and subject to
                        the terms of the Transaction Documents in relation to
                        which the Servicer is specified as, and agreed to act
                        as, the Servicer in the relevant Supplemental Deed. By
                        executing a Supplemental Deed, the Servicer shall be
                        taken to have accepted that appointment, and agreed to
                        perform the role of Servicer in relation to that
                        Relevant Trust in accordance with this deed and the
                        relevant Supplemental Deed.

                  2.2   The appointment of the Servicer under clause 2.1 in
                        respect of a Relevant Trust may apply in relation to:

                        (a)   Receivables and Related Securities which are
                              originated and entered into by the Trustee, under
                              the terms of an Origination and Management Deed;
                              and

                        (b)   Receivables and Related Securities which are
                              acquired by the Trustee from a Seller in
                              accordance with the Master Trust Deed.

DELEGATION BY THE SERVICER

                  2.3   The Servicer has the power to delegate or subcontract in
                        relation to some or all of its obligations under this
                        deed to an Originator by entering into an Origination
                        and Management Deed or such other agreement.

                        Despite any delegation, the Servicer remains liable for
                        the origination and servicing of the Receivables and the
                        Related Securities in respect of a Relevant Trust in
                        accordance with the Transaction Documents. The Servicer
                        must select and supervise each Originator with due care.

SERVICER'S OBLIGATIONS

                  2.4   The Servicer must service the Receivables and Related
                        Securities of each Relevant Trust and otherwise carry
                        out and perform its duties and obligations under the
                        Transaction Documents:

                        (a)   in accordance with all applicable laws; and

                        (b)   in a proper and businesslike manner; and

                        (c)   subject to paragraph (a) above, in accordance with
                              the Servicing Procedures; and
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                                                                               3
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                        (d)   to the extent not covered in the Transaction
                              Documents or the Servicing Procedures, in
                              accordance with the standards and practices of a
                              prudent lender having regard to the assets of the
                              Relevant Trust.

                        No other provision of this clause 2 limits the
                        obligations of the Servicer in this clause 2.4.

                  2.5   Except in accordance with the terms of the relevant
                        Supplemental Deed (whether or not at the direction of
                        the Trust Manager), neither the Trustee nor the Trust
                        Manager is entitled to exercise any servicing functions
                        in connection with any Receivable or Related Security
                        unless it is acting as Servicer.

SERVICER AGREES TO PERFORM DUTIES

                  2.6   The Servicer agrees to carry out and perform its duties
                        and obligations contained in this deed in respect of the
                        Receivables and Related Securities of a Relevant Trust
                        until the earlier of:

                        (a)   the date of its retirement or removal as Servicer
                              in accordance with this deed or the relevant
                              Supplemental Deed; and

                        (b)   the date upon which the Relevant Trust is
                              terminated.

GENERAL SERVICER COVENANTS

                  2.7   The Servicer covenants with the Trustee and the Trust
                        Manager that it will at all times during the term of its
                        appointment in respect of each Relevant Trust:

                        (a)   recommend to the Trustee or such other Custodian
                              or sub-servicer (as the case may be) whether or
                              not to take action (including the type of action
                              to be taken) or to incur such expense to protect
                              or enforce the terms of any Receivable and Related
                              Security forming part of the Assets of the
                              Relevant Trust or otherwise exercise any rights
                              conferred under documentation or at law in
                              relation to the Receivable and Related Security
                              and take such action and incur such expenses as
                              are necessary for such protection, enforcement or
                              exercise of rights as approved by the Trustee;

                        (b)   set the interest rate charged (if that rate is a
                              variable rate) on or any fees payable in respect
                              of each Receivable of the Relevant Trust on the
                              instructions of the Trust Manager;

                        (c)   prepare and collate all reasonably necessary
                              performance statistics of the Receivables and
                              Related Securities for the Relevant Trust;

                        (d)   provide to the Trustee and the Trust Manager
                              promptly from time to time such information,
                              documents, records, reports or other information
                              relating to the Receivables and Related Securities
                              of the Relevant Trust or the operations of the
                              Servicer as may be reasonably requested by either
                              of them;


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                        (e)   subject to the terms of the relevant Supplemental
                              Deed, on behalf of the Trustee, collect all
                              Collections received by it in respect of each
                              Receivable and Related Security of the Relevant
                              Trust and remit any such Collections received by
                              the Servicer to the relevant Collection Account
                              (or sub accounts of that account) on or before the
                              Payment Date relating to that Collection Period in
                              the manner required by the relevant Supplemental
                              Deed;

                        (f)   maintain any loan account in respect of any
                              Receivable of the Relevant Trust and give all
                              notices, documents or statement required to be
                              given under the Servicing Procedures to the
                              relevant Debtor or Security Provider;

                        (g)   with respect to any Mortgage Insurance Policies:

                              (i)   promptly prepare and assist the Trustee to
                                    the extent it is able to make claims under
                                    Mortgage Insurance Policies when the
                                    Trustee is entitled to do so or at the
                                    request of the Trustee;

                              (ii)  not, without the consent of the Trustee, do
                                    anything which could reasonably be expected
                                    to materially adversely affect or limit the
                                    rights of the Trustee, under or in respect
                                    of Mortgage Insurance Policies to the extent
                                    those rights relate to a those Receivables;
                                    and

                              (iii) comply with, and to the extent it is able
                                    ensure that, all requirements and conditions
                                    of the Mortgage Insurance Policies are
                                    complied with;

                        (h)   not, without the consent of the Security Trustee,
                              consent to the creation or existence of a Security
                              Interest in the Receivables and Related Securities
                              of the Relevant Trust to a third party, except as
                              contemplated by the Transaction Documents;

                        (i)   electronically identify all Receivables and
                              Related Securities of the Relevant Trust in its
                              electronic database in order to identify the
                              Collections and other relevant cashflows in
                              respect of the Receivables and Related Securities;

                        (j)   except as required by law, the Servicing
                              Procedures and the terms of the relevant
                              Receivable or Related Security, not without the
                              consent of the Trustee:

                              (i)   release the Debtor from any amount owing in
                                    respect of a Receivable of the Relevant
                                    Trust or otherwise vary or discharge any
                                    such Receivable or Related Security; or

                              (ii)  enter into any agreement or arrangement
                                    which has the effect of altering the amount
                                    payable in respect of a


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                                                                               5
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                                    Receivable of the Relevant Trust where to
                                    do so would have a Material Adverse Effect;

                        (k)   except as approved by the relevant Mortgage
                              Insurer (if applicable or under a Binding
                              Provision or an order, decision, finding, judgment
                              or determination of a Competent Authority) and the
                              Trustee of the Relevant Trust, not grant any
                              extension of the maturity of a Receivable of the
                              Relevant Trust or, except as otherwise required by
                              law, allow any reduced payment that would result
                              in such extension;

                        (l)   notify the Trustee and the Trust Manager of:

                              (i)   the occurrence of any event which it
                                    reasonably believes is likely to have a
                                    Material Adverse Effect; and

                              (ii)  the occurrence of a Servicer Default,

                              promptly after becoming aware of such event;

                        (m)   perform any obligations imposed upon the Servicer
                              under a relevant Supplemental Deed or as otherwise
                              agreed between the Trustee, the Trust Manager and
                              the Servicer;

                        (n)   recommend to the Trustee the course of action to
                              be taken if requested by a Debtor to grant any
                              extension of time at maturity in relation to, vary
                              or release any Receivable or Related Security of a
                              Relevant Trust; and

                        (o)   maintain all authorisations, licences, permits,
                              approvals and other registrations as may be
                              required under any applicable legislation to act
                              as servicer of the Receivables and the Related
                              Securities.

SERVICER'S STATEMENT

                  2.8   On each Determination Date, in respect of each Relevant
                        Trust, the Servicer will prepare and submit to the Trust
                        Manager a statement ("SERVICER'S STATEMENT") setting out
                        certain agreed information with respect to the
                        Receivables and Related Securities of the Relevant Trust
                        for the most recent Collection Period.

                        The required contents of the Servicer's Statement may be
                        specified in the Supplemental Deed for each Relevant
                        Trust or otherwise agreed between the Trust Manager and
                        the Servicer.

APPROVAL OF ENFORCEMENT

                  2.9   The Trustee agrees to approve all recommendations made
                        by the Servicer under clause 2.7 that are in accordance
                        with the Servicing Procedures.

                  2.10  The Servicer may, on behalf of the Trustee, provide
                        information in relation to Debtors and Security
                        Providers (including, without limitation, information
                        which may be subject to statutory or general law duties
                        of confidentiality or privacy) to other persons for the


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                                                                               6
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                        purpose of the Servicer fulfilling its obligations as
                        Servicer or the obligations of the Trustee in relation
                        to the Receivables and the Related Securities.

3     SERVICER DEFAULT AND RETIREMENT OF SERVICER

================================================================================
SERVICER DEFAULT

                  3.1   A Servicer Default occurs in respect of a Relevant Trust
                        if:

                        (a)   the Servicer fails to remit, or pay, any amount
                              due under the Transaction Documents in respect of
                              the Relevant Trust within 15 days of receipt of a
                              notice from either the Trustee or the Trust
                              Manager to do so;

                        (b)   the Servicer fails to prepare and submit to the
                              Trustee or the Trust Manager in a timely and
                              accurate fashion any information so required under
                              the Transaction Documents in respect of the
                              Relevant Trust and such failure will have a
                              Material Adverse Effect and, if capable of remedy,
                              is not remedied within 30 days of notice delivered
                              to the Servicer by the Trustee or the Trust
                              Manager;

                        (c)   an Insolvency Event occurs in respect of the
                              Servicer;

                        (d)   the Servicer fails to observe or perform any term,
                              covenant, condition or obligation provided for in
                              the Transaction Documents in respect of the
                              Relevant Trust (other than those referred to in
                              clause 3.1(a) and (b)), where such failure has a
                              Material Adverse Effect and continues unremedied
                              for 30 days after notice delivered to the Servicer
                              by the Trustee or the Trust Manager (or such
                              longer period as may be agreed between the
                              Servicer and the Trustee).

                        The Trustee may at its discretion waive any Servicer
                        Default. The Trust Manager must notify the Trustee upon
                        the Trust Manager becoming actually aware of any
                        Servicer Default.

TERMINATION OF SERVICER'S APPOINTMENT AND TRANSFER OF SERVICING OBLIGATIONS

                  3.2   Upon the occurrence of a Servicer Default, the Trustee
                        may immediately by notice to the Servicer remove the
                        Servicer as servicer in respect of the Relevant Trust
                        under the Transaction Documents and terminate all of the
                        Servicer's rights and obligations under the Transaction
                        Documents (including in relation to any Purchased
                        Receivables) for that Trust.

VOLUNTARY RETIREMENT OF SERVICER

                  3.3   A Servicer may retire as Servicer with the consent of
                        the Trustee. The Servicer must give to the Trustee 3
                        months' notice in writing of its intention to retire or
                        such lesser time as the Servicer and the Trustee agree.
                        Upon the removal or retirement of the Servicer, the
                        Trustee must give notice to the Designated Rating Agency
                        (if any) and use all reasonable endeavours to appoint a
                        replacement servicer (in this clause


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                                                                               7
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                        3, the "SUBSTITUTE SERVICER") provided that the
                        appointment of such Substitute Servicer will not result
                        in an Adverse Rating Effect.

SUBSTITUTE SERVICER

                  3.4   The purported appointment of a Substitute Servicer has
                        no effect until the Substitute Servicer executes a deed
                        with the Trustee and the Trust Manager under which it
                        covenants to act as Servicer in accordance with this
                        deed and the other Transaction Documents.

TRUSTEE ACT AS SERVICER

                  3.5   Until the appointment of the Substitute Servicer is
                        complete, the Trustee must act as Servicer. The Trustee
                        is entitled to receive the fee payable in accordance
                        with clause 5.1 for the period during which the Trustee
                        so acts.

TRUSTEE MAY GIVE DISCHARGES

                  3.6   The Trustee may settle with a Servicer the amount of any
                        sums payable by that Servicer to the Trustee or by the
                        Trustee to that Servicer, in either case in respect of
                        one or more Relevant Trusts, and may give to, or accept
                        from, that Servicer a discharge in respect of those sums
                        which will be conclusive and binding as between the
                        Trustee and that Servicer, as between that Servicer and
                        the Unitholders and as between the Servicer and the
                        relevant Secured Creditors.

SERVICER MAY ACCEPT PAYMENT

                  3.7   A Servicer may accept a payment or benefit in connection
                        with its retirement or removal from the Substitute
                        Servicer. A Servicer is also entitled to receive
                        payments or benefits which have accrued to that Servicer
                        under this deed prior to the date of that Servicer's
                        retirement or removal from office.

SERVICER AND TRUST MANAGER TO PROVIDE FULL CO-OPERATION

                  3.8   A Servicer and the Trust Manager agree to provide their
                        full co-operation in the event of a transfer of the
                        functions of that Servicer. Subject to all applicable
                        privacy legislation, the Servicer and the Trust Manager
                        must provide the Substitute Servicer with copies of all
                        paper and electronic files, information and other
                        materials which the Trust Manager has retained and has
                        in its possession as the Trustee or the Substitute
                        Servicer may reasonably request as soon as practicable
                        (and, in any event within ten Business Days) after the
                        removal or retirement of the Servicer in accordance with
                        this clause.

4     SERVICER'S LIABILITY

================================================================================
NO LIABILITY

                  4.1   A Servicer is not liable for any loss suffered by a
                        Secured Creditor or a Unitholder except to the extent
                        that such loss may be caused by a breach by the Servicer
                        of its obligations under this deed or the relevant
                        Supplemental Deed in respect of the Relevant Trust.

INDEMNITY

                  4.2   The Servicer indemnifies the Trustee in respect of a
                        Relevant Trust in respect of all costs, damages, taxes,
                        including GST, losses and


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                        expenses incurred as a result of any Servicer Default
                        (including, without limitation, in relation to that
                        Relevant Trust the costs of the appointment of a new
                        Servicer in accordance with clause 3) except to the
                        extent that such costs, damages, GST, losses or expenses
                        are incurred as a result of the fraud, gross negligence
                        or wilful default of the Trustee.

5     REMUNERATION AND EXPENSES
================================================================================
SERVICER FEES

                  5.1   The Servicer is entitled to a fee for performing its
                        functions and duties under this deed in respect of each
                        Relevant Trust, in an amount calculated and payable in
                        accordance with the relevant Supplemental Deed.

EXPENSES

                  5.2   Unless paid by or on behalf of the relevant Debtor, the
                        Servicer will pay from its servicing fee all expenses
                        incurred in connection with servicing the Receivables
                        and Related Securities of a Relevant Trust including
                        expenses related to collection of the Receivables and
                        Related Securities but excluding any expenses relating
                        to the enforcement and recovery of defaulted
                        Receivables.

                  5.3   All expenses reasonably and properly incurred by the
                        Servicer in connection with the enforcement and recovery
                        of defaulted Receivables of a Relevant Trust including
                        expenses relating to any court proceedings, arbitration
                        or other dispute are reimbursable out of the Assets of
                        that Relevant Trust.

GST

                  5.4   The fee referred to in this clause is inclusive of GST.
                        The supplier will provide the recipient any reasonable
                        documentation required for GST purposes so as to enable
                        the recipient to receive an input tax credit or tax
                        refund for GST purposes.

PART C - GENERAL

6     PAYMENTS
================================================================================
PAYMENTS GENERALLY

                  6.1   Each payment to be made by a party to another party
                        under this deed or a Supplemental Deed must be made on
                        the due date for payment in such manner as the Trust
                        Manager and Trustee may determine.

NO DEDUCTION

                  6.2   Each payment to be made by the Servicer to the Trustee
                        or the Trust Manager under this deed or the relevant
                        Supplemental Deed except to the extent agreed to be set
                        off under that Supplemental Deed must be made in full,
                        free and clear of any set off, restriction or condition
                        and without any deduction or withholding other than as
                        required by law.


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7      NOTICES
================================================================================
NOTICES

                  7.1   Any notice, request, certificate, approval, demand,
                        consent or other communication to be given under this
                        deed:

                        (a)   must be given by an Authorised Officer of the
                              relevant party; and

                        (b)   must be in writing; and

                        (c)   must be left at the address of the addressee or
                              sent by prepaid ordinary post to the address of
                              the addressee or by facsimile to the facsimile
                              number of the addressee, specified in clause 7.2
                              or any other address or facsimile number any party
                              may from time to time notify to the other parties
                              as its address for service of communications
                              pursuant to this deed.

INITIAL ADDRESSES

                  7.2   The initial address and facsimile numbers of each party
                        are:

                        (a)   in the case of the Trustee:

                              Address:    Level 3
                                          39 Hunter Street
                                          Sydney   NSW   2000
                             Facsimile:   (02) 9221 7870
                             Attention:   Manager, Securitisation Services

                        (b)   in the case of the Trust Manager:

                             Address:     Level 6
                                          530 Collins Street
                                          Melbourne   VIC   3000

                             Facsimile:   (03) 9273 3539
                             Attention:   Manager, Primary Markets Group

                        (c)   in the case of the Servicer:

                             Address:     Level 6
                                          530 Collins Street
                                          Melbourne   VIC   3000
                             Facsimile:   (03) 9273 3539
                             Attention:   Manager, Primary Markets Group

DEEMED RECEIPT

                  7.3   A notice, request, certificate, demand, consent or other
                        communication under this deed is deemed to have been
                        received:

                        (a)   where delivered in person, upon receipt at the
                              relevant office;

                        (b)   where sent by post, on the third (seventh if
                              outside Australia) day after posting;


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                        (c)   where sent by facsimile, on production by the
                              dispatching facsimile machine of a transmission
                              report by the machine from which the facsimile was
                              sent which indicates that the facsimile was sent
                              in its entirety to the facsimile number of the
                              recipient.

                        However, if the time of deemed receipt of any notice is
                        not before 4.00 p.m. (local time at the address of the
                        recipient) on a Business Day it is deemed to have been
                        received at the commencement of business on the next
                        following Business Day.

LATE NOTICE

                  7.4   The giving of late notice does not operate to release
                        any party from its obligations under this deed.

8     AMENDMENTS TO THIS DEED
================================================================================
AMENDING POWER

                  8.1   Subject to prior notice being given to the Designated
                        Rating Agency (if applicable to a Relevant Trust) and
                        any approval required by law or by clause 8.2, the
                        Trustee, Trust Manager and the Servicer may together by
                        deed amend, add to or revoke any provision of this deed
                        (including this clause 8.1) if the amendment, addition
                        or revocation:

                        (a)   in the opinion of the Trustee is necessary or
                              expedient to comply with any statute or any law;

                        (b)   in the opinion of the Trustee is necessary to
                              correct a manifest error or is of a formal,
                              technical or administrative nature only;

                        (c)   in the opinion of the Trustee or the Trust Manager
                              will enable the provisions of this deed to be more
                              conveniently, advantageously, profitably or
                              economically administered; or

                        (d)   in the opinion of the Trustee or the Trust Manager
                              is otherwise desirable for any reason.

            Such amendment may relate to all Relevant Trusts or specified
            Relevant Trusts.

NOTE HOLDER CONSENT

                  8.2   If, in the reasonable opinion of the Trustee, any
                        alteration made under clause 8.1(c) or (d) may be
                        prejudicial or likely to become materially prejudicial
                        to the interests of Secured Creditors, Noteholders or
                        Noteholders of a Relevant Trust or particular class, the
                        alteration may only be effected if the Secured Creditors
                        of the Trust or the Noteholders of the class or Relevant
                        Trust (as the case maybe) pass an Extraordinary
                        Resolution approving the alteration and the consent of
                        the Unitholders of the Relevant Trust is obtained.

9     GOVERNING LAW
================================================================================
GOVERNING LAW

                  9.1   This deed is governed by the law in force in New South
                        Wales.


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SUBMISSION TO JURISDICTION

                  9.2   Each party irrevocably and unconditionally submits to
                        the non-exclusive jurisdiction of the courts of New
                        South Wales and courts of appeal from them. Each party
                        waives any right it has to object to an action being
                        brought in those courts including, without limitation,
                        by claiming that the action has been brought in an
                        inconvenient forum or that those courts do not have
                        jurisdiction.

SERVICE

                  9.3   Without preventing any other mode of service, any
                        document in an action (including, without limitation,
                        any writ of summons or other originating process or any
                        third or other party notice) may be served on any party
                        by being delivered to or left for that party at its
                        address for service of notices under clause 7.

10    LIMITED RECOURSE
================================================================================
LIMITATION ON TRUSTEE'S LIABILITY

                  10.1  This deed applies to the Trustee only in its capacity as
                        trustee of each Trust and in no other capacity. A
                        liability incurred by the Trustee acting in its capacity
                        as trustee of a Trust arising under or in connection
                        with this deed is limited to and can be enforced against
                        the Trustee only to the extent to which it can be
                        satisfied out of Assets of the Relevant Trust out of
                        which the Trustee is actually indemnified for the
                        liability. This limitation of the Trustee's liability
                        applies despite any other provision of this deed (other
                        than clause 10.3) and extends to all liabilities and
                        obligations of the Trustee in any way connected with any
                        representation, warranty, conduct, omission, agreement
                        or transaction related to this deed.

CLAIMS AGAINST TRUSTEE

                  10.2  The parties other than the Trustee may not sue the
                        Trustee in any capacity other than as trustee of the
                        relevant Trust, including seeking the appointment of a
                        receiver (except in relation to the Assets of that
                        Trust), or a liquidator, an administrator or any similar
                        person to the Trustee or prove in any liquidation,
                        administration or arrangements of or affecting the
                        Trustee (except in relation to the Assets of the
                        Relevant Trust).

BREACH OF TRUST

                  10.3  The provisions of this clause 10 limiting the Trustee's
                        liability will not apply to any obligation or liability
                        of the Trustee to the extent that it is not satisfied
                        because under this deed or any other Transaction
                        Document in relation to the Relevant Trust or by
                        operation of law there is a reduction in the extent of
                        the Trustee's indemnification out of the Assets that
                        Trust as a result of the Trustee's fraud, gross
                        negligence or wilful default.

ACTS OR OMISSIONS

                  10.4  It is acknowledged that the Trust Manager, the
                        Originators and the Servicer are responsible under this
                        deed and the other Transaction Documents in relation to
                        a Trust to which the Trust Manager, an Originator or the
                        Servicer (as the case may be) is a party for


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                                                                              12
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                        performing a variety of obligations relating to the
                        Relevant Trust. No act or omission of the Trustee
                        (including any related failure to satisfy its
                        obligations or breach of representation and warranty
                        under this deed) will be considered fraud, gross
                        negligence or wilful default for the purpose of clause
                        10.3 if and to the extent the act or omission was caused
                        or contributed to by any failure by the Trust Manager,
                        an Originator or the Servicer or any other person
                        appointed by the Trustee under any Transaction Document
                        (other than a person whose acts or omissions the Trustee
                        is liable for in accordance with any Transaction
                        Document) to fulfil its obligations relating to the
                        Trust or by any other act or omission of the Trust
                        Manager, an Originator or the Servicer or any other such
                        person regardless of whether or not that act or omission
                        is purported to be done on behalf of the Trustee.

                  10.5  No attorney, agent, receiver or receiver and manager
                        appointed in accordance with this deed or any other
                        Transaction Document has authority to act on behalf of
                        the Trustee in a way that exposes the Trustee to any
                        personal liability, and no act or omission of any such
                        person will be considered fraud, gross negligence or
                        wilful default of the Trustee for the purpose of clause
                        10.3.

                  10.6  The Trustee is not obliged to do anything or refrain
                        from doing anything under or in connection with this
                        deed (including incur a liability) unless the Trustee's
                        liability is limited in the same manner as set out in
                        this clause.

EXECUTED as a deed.


<PAGE>

                                                                              13
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EXECUTION PAGE
================================================================================
SIGNED, SEALED AND DELIVERED by     )
                                    )
as attorney for PERPETUAL TRUSTEE   )
COMPANY LIMITED under power of      )
attorney dated                      )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )
 ................................    )      ...................................
Address of witness                  )      By executing this deed the
                                    )      attorney states that the attorney
 ................................    )      has received no notice of
Occupation of witness               )      revocation of the power of attorney



                                    )
SIGNED, SEALED AND DELIVERED by     )
                                    )
as attorney for ANZ CAPEL COURT     )
LIMITED under power of attorney     )
dated                               )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )
 ................................    )      ...................................
Address of witness                  )      By executing this deed the
                                    )      attorney states that the attorney
 ................................    )      has received no notice of
Occupation of witness               )      revocation of the power of attorney



<PAGE>
                                                                              14
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SIGNED, SEALED AND DELIVERED by     )
                                    )
as attorney for AUSTRALIA AND NEW   )
ZEALAND BANKING GROUP LIMITED       )
under power of attorney dated       )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )
 ................................    )      ...................................
Address of witness                  )      By executing this deed the
                                    )      attorney states that the attorney
 ................................    )      has received no notice of
Occupation of witness               )      revocation of the power of attorney