<PAGE>

                                                          CLAYTON UTZ

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

Securitisation Advisory Services Pty. Limited
ABN 88 064 133 946
Manager

Commonwealth Bank of Australia
ABN 48 123 123 124
Party A

Perpetual Trustee Company Limited
ABN 42 000 001 007
Party B

Medallion Trust Series 2003-1G
ISDA Master Agreement
(Currency Swap Agreement)

                                   CLAYTON UTZ
                                     Lawyers
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                               www.claytonutz.com
                    Tel + 61 2 9353 4000 Fax + 61 2 8220 6700
                Our ref - 801/784/21723929 Contact - Ben Sandstad

            Sydney o Melbourne o Brisbane o Perth o Canberra o Darwin

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

<PAGE>

                                    Schedule

                                     to the

                                MASTER AGREEMENT

                        dated as of 13 March 2003 between

                  Securitisation Advisory Services Pty. Limited
                               ABN 88 064 133 946
                                   ("Manager")

                                       and

                         Commonwealth Bank of Australia
                               ABN 48 123 123 124
                                   ("Party A")

                                       and

                        Perpetual Trustee Company Limited
                               ABN 42 000 001 007

       in its several capacities as trustee of various Series Trusts from
            time to time established under the Master Trust Deed and
                           various Series Supplements
                                   ("Party B")

Part 1. Termination provisions.

In this Agreement:

(a)  "Specified Entity" does not apply in relation to Party A or Party B.

(b)  The definition of "Specified Transaction" is not applicable.

(c)  (i)  The following provisions of Section 5 will not apply to Party A:

          Section 5(a)(ii)              Section 5(a)(v)
          Section 5(a)(iii)             Section 5(a)(vi)
          Section 5(a)(iv)              Section 5(b)(iv)

     (ii) The following provisions of Section 5 will not apply to Party B:

          Section 5(a)(ii)              Section 5(a)(v)         Section 5(b)(iv)
          Section 5(a)(iii)             Section 5(a)(vi)
          Section 5(a)(iv)              Section 5(a)(viii)

     (iii) Section 5(b)(ii) will not apply to Party A as the Affected Party
          (subject to Part 5(6)(b) of this Schedule) and Section 5(b)(iii) will
          not apply to Party A as the Burdened Party.

(d)  The "Automatic Early Termination" provisions in Section 6(a) will not apply
     to Party A or Party B.

(e)  Payments on Early Termination. For the purposes of Section 6(e) of this
     Agreement:

     (i)  Market Quotation will apply; and


                                                                               1

<PAGE>

     (ii) the Second Method will apply.

(f)  "Termination Currency" means US$ provided that if an amount due in respect
     of an Early Termination Date will be payable by Party B to Party A the
     Termination Currency for the purpose of calculating and paying that amount
     is Australian Dollars.

(g)  "Additional Termination Event" applies. The following is an Additional
     Termination Event in relation to which both Party A and Party B are
     Affected Parties:

     "An Event of Default (as defined in the Security Trust Deed) occurs and the
     Security Trustee has declared, in accordance with the Security Trust Deed,
     the Relevant Notes immediately due and payable."

     For the purposes of calculating a payment due under Sections 6(d) and (e)
     when an Early Termination Date is designated under Section 6(b) as a result
     of such Additional Termination Event, Party B will be the only Affected
     Party.

Part 2. Tax Representations

(a)  Payer Tax Representations. For the purpose of Section 3(e) of this
     Agreement, Party A and Party B each make the following representation:

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

     (i)  the accuracy of any representation made by that other party pursuant
          to Section 3(f) of this Agreement;

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

     (iii) the satisfaction of the agreement of that other party contained in
          Section 4(d) of this Agreement,

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

(b)  Payee Tax Representations. For the purpose of Section 3(f) of this
     Agreement, Party A and Party B each makes the following representation:

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

Part 3. Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other party the following documents, as applicable:


                                                                               2

<PAGE>

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

<TABLE>
<CAPTION>
Party required to deliver
document                    Form/Document/Certificate                    Date by which to be delivered
<S>                         <C>                                          <C>
Party A and Party B         Any document or certificate reasonably       On the earlier of (a) learning that
                            required or reasonably requested by a        such document or certificate is
                            party in connection with its obligations     required and (b) as soon as
                            to make a payment under this Agreement       reasonably practicable following a
                            which would enable that party to make the    request by a party.
                            payment free from any deduction or
                            withholding for or on account of Tax or
                            which would reduce the rate at which
                            deduction or withholding for or on account
                            of Tax is applied to that payment
                            (including, without limitation, any United
                            States form W-8BEN or other relevant
                            United States tax form).
</TABLE>

(b)  Other documents to be delivered are:

<TABLE>
<CAPTION>
Party required to deliver
document                    Form/Document/Certificate                    Date by which to be delivered
<S>                         <C>                                          <C>
Party A, Party B and        A certificate specifying the names, title    On the execution of this Agreement
the Manager                 and specimen signatures of the persons       and each Confirmation unless that
                            authorised to execute this Agreement and     certificate has already been
                            each Confirmation or other communication     supplied and remains true and in
                            in writing made pursuant to this Agreement   effect and when the certificate is
                            on its behalf.                               updated.

Party A, Party B and        A legal opinion as to the validity and       Prior to the Closing Date.
the Manager                 enforceability of its obligations under
                            this Agreement in form and substance (and
                            issued by legal counsel) reasonably
                            acceptable to each other party.

Party B                     A certified copy to Party A of each Credit   Not less than 5 Business Days (or
                            Support Document specified in respect of     such lesser period as Party A agrees
                            Party B and (without limiting any            to) before the Trade Date of the
                            obligation Party B may have under the        first occurring Transaction and in
                            terms of that Credit Support Document to     the case of any amending documents
                            notify Party A of amendments thereto) a      entered into subsequent to that
                            certified copy to Party A of any document    date, promptly after each amending
                            that amends in any way the terms of that     document (if any) has been entered
                            Credit Support Document.                     into.
</TABLE>

Other than the legal opinions, any Credit Support Document or any document
amending a Credit Support Document (but including any certifications in relation
to such documents), all documents delivered under


                                                                               3

<PAGE>

this Part 3(b) are covered by the Section 3(d) representation. For the purposes
of this Part 3(b), a copy of a document is taken to be certified if a director
or secretary of the party providing the document, or a person authorised to
execute this Agreement or a Confirmation on behalf of that party or a solicitor
acting for that party (or in the case of the Credit Support Document in respect
of Party B, a solicitor acting for the Manager) has certified it to be a true
and complete copy of the document of which it purports to be a copy.

Part 4. Miscellaneous

(a)  Addresses for Notices. For the purpose of Section 12(a) of this Agreement:

     Address for notices or communications to Party A:

     Address:                Commonwealth Bank of Australia
                             Level 1
                             48 Martin Place
                             Sydney NSW 2000
                             AUSTRALIA

     Attention:              Manager, Securitisation

     Facsimile No.:          612 9378 2481

     Address for notices or communications to Party B:

     Address:                Perpetual Trustee Company Limited
                             Level 7
                             9 Castlereagh Street
                             Sydney NSW 2000
                             AUSTRALIA

     Attention:              Manager, Securitisation Services

     Facsimile No.: 612 9221 7870

     Additionally, a copy of all notices as well as any changes to
     counterparty's address, telephone number or facsimile number should
     be sent to:

     Address:                Securitisation Advisory Services Pty. Limited
                             Level 6
                             48 Martin Place
                             Sydney NSW 2000
                             AUSTRALIA

     Attention:              Manager, Securitisation

     Facsimile No.:          612 9378 2481

(b)  Process Agent. For the purpose of Section 13(c) of this Agreement:

     Party A appoints as its Process Agent: Not applicable.

     Party B appoints as its Process Agent: Not applicable.

(c)  Offices. The provisions of Section 10(a) will not apply to this Agreement.

(d)  Multibranch Party. For the purpose of Section 10(c) of this Agreement:

     Party A is not a Multibranch Party.


                                                                               4

<PAGE>

     Party B is not a Multibranch Party.

(e)  Calculation Agent.

     (i)  The Calculation Agent is:

          (A)  in respect of all notices, determinations and calculations in
               respect of amounts denominated in US$, the Agent Bank; and

          (B)  in respect of all other notices, determinations and calculations,
               the Manager.

     (ii) All determinations and calculations by the Calculation Agent will:

          (A)  be made in good faith and in the exercise of its commercial
               reasonable judgment; and

          (B)  be determined, where applicable, on the basis of then prevailing
               market rates or prices.

     All such determinations and calculations will be binding on Party A and
     Party B in the absence of manifest error. The Manager (or, if the Manager
     fails to do so and Party A notifies Party B, Party B) covenants in favour
     of Party A to use reasonable endeavours (including, without limitation,
     taking such action as is reasonably necessary to promptly enforce the
     obligations of the Agent Bank under the Agency Agreement) to ensure that
     the Agent Bank performs its obligations as Calculation Agent under this
     Agreement.

(f)  Credit Support Document. Details of any Credit Support Document:

     (i)  In relation to Party A: Not applicable.

     (ii) In relation to Party B: The Security Trust Deed.

(g)  Credit Support Provider.

     (i)  In relation to Party A: None.

     (ii) In relation to Party B: None.

(h)  Governing Law. This Agreement will be governed by and construed in
     accordance with the laws in force in the State of New South Wales, except
     the Credit Support Annex, which will be governed by and construed in
     accordance with the laws in force in the State of New York as provided in
     Paragraph 13(m)(iv) of the Credit Support Annex. Section 13(b)(i) is
     deleted and replaced by the following:

          "(i) submits to the non-exclusive jurisdiction of the courts of the
               State of New South Wales and courts of appeal from them; and".

(i)  Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement
     will apply in respect of all Transactions.

(j)  "Affiliate" will have the meaning specified in Section 14 of this
     Agreement. However, for the purposes of Section 3(c) Party A and Party B
     are deemed not to have any Affiliates.

Part 5. Other Provisions

(1)  Payments: In Section 2:

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


                                                                               5

<PAGE>

          "Each payment will be by way of exchange for the corresponding payment
          or payments payable by the other party (if any).".

     (b)  In Section 2(a)(ii) the first sentence is deleted and replaced with
          the following sentence:

          "Unless specified otherwise in this Agreement, payments under this
          Agreement by:

          (i)  Party A, will be made by 10.00 am (New York time); and

          (ii) Party B, will be made by 4.00pm (Sydney time),

          on the due date for value on that date in the place of the account
          specified in the relevant Confirmation or otherwise pursuant to this
          Agreement, in freely transferable funds, free of any set-off,
          counterclaim, deduction or withholding (except as expressly provided
          in this Agreement) and in the manner customary for payment in the
          required currency.".

     (c)  Insert a new paragraph (iv) in Section 2(a) immediately after Section
          2(a)(iii) as follows:

          "(iv) The condition precedent in Section 2(a)(iii)(1) does not apply
               to a payment due to be made to a party if it has satisfied all
               its payment obligations under Section 2(a)(i) of this Agreement
               and has no future payment obligations, whether absolute or
               contingent under Section 2(a)(i).".

     (d)  Insert a new paragraph (v) in Section 2(a) immediately after Section
          2(a)(iv) as follows:

          "(v) Where payments are due pursuant to Section 2(a)(i) by Party A to
               Party B (the "Party A Payment") and by Party B to Party A (the
               "Party B Payment") on the same day, then Party A's obligation to
               make the Party A Payment will be subject to the condition
               precedent (which will be an "applicable condition precedent" for
               the purpose of Section 2(a)(iii)(3)) that Party A first receives
               either:

               (1)  the Party B Payment; or

               (2)  confirmation from Party B's bank that it holds irrevocable
                    instructions to effect payment of the Party B Payment and
                    that funds are available to make payment.".

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

          "Each new account so designated shall be in the same tax jurisdiction
          as the original account.".

     (f)  Delete Section 2(d)(i)(4) in its entirety.

     (g)  In Section 2(d)(ii)(1) delete the following words where they appear:

          "in respect of which X would not be required to pay an additional
          amount to Y under Section 2(d)(i)(4)".

(2)  Party B's Payment Instructions: Party B irrevocably authorises and
     instructs Party A to make payment of:


                                                                               6

<PAGE>

     (i)  the Initial Exchange Amount due from Party A to Party B in respect of
          the Initial Exchange Date by paying that amount direct to the account
          notified in writing by Party B to Party A for that purpose; and

     (ii) any other amount due from Party A to Party B under this Agreement by
          paying that amount direct to the Principal Paying Agent to the account
          outside Australia notified in writing by the Principal Paying Agent to
          Party A for that purpose.

(3)  Party A's Payment Instructions: Party A irrevocably authorises and
     instructs Party B to make payment of:

     (i)  any amount denominated in A$ due from Party B to the account in Sydney
          notified in writing by Party A to Party B from time to time; and

     (ii) any amount denominated in US$ due from Party B to the account notified
          in writing by Party A to Party B from time to time.

(4)  Representations: In Section 3:

     (a)  Section 3(a)(v) is amended by inserting immediately after the words
          "creditors' rights generally" the following:

          "(including in the case of a party being an ADI (as that term is
          defined in the Banking Act, 1959 (Cth)), section 86 of the Reserve
          Bank Act, 1959 (Cth) and section 13A(3) of the Banking Act, 1959 (Cth)
          or any other analogous provision under any law applicable to a
          party).".

     (b)  Relationship Between Parties. Each party will be deemed to represent
          to the other parties on the date on which it enters into a Transaction
          that (absent a written agreement between the parties that expressly
          imposes affirmative obligations to the contrary for that Transaction):

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

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

          (iii) Status of Parties. No other party is acting as a fiduciary or an
               adviser to it in respect of that Transaction.

     (c)  Insert the following new paragraphs (g), (h) and (i) in Section 3
          immediately after Section 3(f):


                                                                               7

<PAGE>

     "(g) Series Trust. By Party B, in respect of Party B only:

          (i)  Trust Validly Created. The Series Trust has been validly created
               and is in existence at the Trade Date of the first occurring
               Transaction.

          (ii) Sole Trustee. It has been validly appointed as trustee of the
               Series Trust and is presently the sole trustee of the Series
               Trust.

          (iii) 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 Series
               Trust.

          (iv) Power. It has power under the Master Trust Deed to:

               (A)  enter into and perform its obligations under this Agreement
                    and each Credit Support Document in relation to Party B in
                    its capacity as trustee of the Series Trust; and

               (B)  mortgage or charge the Assets of the Series Trust in the
                    manner provided in the Credit Support Document in relation
                    to Party B,

               and its entry into this Agreement and each Credit Support
               Document in relation to Party B is in the interests of the
               beneficiaries of the Series Trust and does not constitute a
               breach of trust.

          (v)  Good Title. It is the lawful owner of the Assets of the Series
               Trust and, subject only to the Credit Support Document in
               relation to Party B and any Security Interest permitted under the
               Credit Support Document in relation to Party B, those Assets are
               free of all other Security Interests (except for Party B's right
               of indemnity out of the Assets of the Series Trust).

          (vi) Eligible Contract Participant. The Series Trust was not formed
               for the specific purpose of constituting an "eligible contract
               participant" under the Commodity Exchange Act.

          (vii) Total Assets. As at close of business on the Trade Date of the
               first occurring Transaction, following the issue of the Relevant
               Notes and provided that the aggregate Invested Amount of the
               Relevant Notes upon issue exceeds USD10,000,000, the Series Trust
               will have total assets exceeding USD10,000,000.

     (h)  Non-assignment. It has not assigned (whether absolutely, in equity, by
          way of security or otherwise), declared any trust over or given any
          charge over any of its rights under this Agreement or any Transaction
          except, in the case of Party B, for the Security Interests created
          under each Credit Support Document in relation to Party B.

     (i)  Contracting as principal. Each existing Transaction has been entered
          into by that party as principal and not otherwise.".


                                                                               8

<PAGE>

(5)  Event of Default: In Section 5(a):

     (a)  Failure to Pay or Deliver: delete paragraph (i) and replace it with
          the following:

          "(i) Failure to Pay or Deliver. Failure by the party to make, when
               due, any payment under this Agreement or delivery under Section
               2(a)(i) or 2(e) required to be made by it if such failure is not
               remedied at or before:

               (1)  where the failure is by Party B, 10.00am on the tenth day
                    after notice of such failure is given to Party B; and

               (2)  where the failure is by Party A, 10.00am on the tenth day
                    after notice of such failure is given to Party A;";

     (b)  Consequential amendments:

          (i)  delete "or" at the end of Section 5(a)(vii); and

          (ii) replace the full stop at the end of Section 5(a)(viii) with ";
               or"; and

     (c)  Downgrade Obligations: insert the following new paragraph (ix):

          "(ix) Downgrade Obligations. In respect of Party A only, Party A fails
               to comply with Part 5(22) of the Schedule if such failure is not
               remedied on or before the tenth Business Day (or such later day
               as Party B and the Manager may agree and which the Rating
               Agencies confirm in writing will not result in a reduction,
               qualification or withdrawal of the credit ratings then assigned
               by them to the Relevant Notes) after notice of such failure is
               given to Party A.".

(6)  Termination Events:

     (a)  Illegality: In respect of each Transaction, the parties agree that the
          imposition by any Governmental Agency of an Australian jurisdiction of
          any exchange controls, restrictions or prohibitions which would
          otherwise constitute an Illegality for the purposes of Sections
          5(b)(i) or 5(c) will not be an event which constitutes an Illegality
          for the purposes of those Sections so that, following the occurrence
          of that event:

          (i)  neither Party A nor Party B will be entitled to designate an
               Early Termination Date in respect of that Transaction as a result
               of that event occurring;

          (ii) payment by Party B in accordance with Part 5(3) of this Schedule
               will continue to constitute proper performance of its payment
               obligations in respect of that Transaction; and

          (iii) Party A's obligations in respect of that Transaction or this
               Agreement will, to the extent permitted by law, be unaffected by
               the occurrence of that event.

     (b)  Party A's limited rights in relation to Tax Event:

          (i)  Notwithstanding Part 1(c)(iii) of this Schedule, but subject to
               Section 6(b)(ii), Party A may designate an Early Termination Date
               if it is an Affected Party following a Tax Event but only if the
               Relevant Note Trustee has notified the parties in writing that it
               is satisfied that all amounts owing to the Relevant Noteholders
               will be paid in full on the date on which the Relevant Notes are
               to be redeemed.


                                                                               9

<PAGE>

          (ii) If a Tax Event occurs where Party A is the Affected Party and
               Party A is unable to transfer all its rights and obligations
               under this Agreement and each Transaction to an Affiliate
               pursuant to Section 6(b)(ii), Party A may, at its cost, transfer
               all its rights, powers and privileges and all its unperformed and
               future obligations under this Agreement and each Transaction to
               any person provided that:

               (A)  each Rating Agency has confirmed in writing that the
                    transfer will not result in a reduction, qualification or
                    withdrawal of the credit ratings then assigned by them to
                    the Relevant Notes; and

               (B)  that person has a long term credit rating assigned by each
                    Rating Agency of at least the long term credit rating
                    assigned by that Rating Agency to Party A, as at the date of
                    this Agreement.

(7)  Termination:

     (a)  Termination by Trustee: Party B must not designate an Early
          Termination Date without the prior written consent of the Relevant
          Note Trustee.

     (b)  Termination by the Relevant Note Trustee: If following an Event of
          Default or Termination Event, Party B does not exercise its right to
          terminate a Transaction, then the Relevant Note Trustee may designate
          an Early Termination Date in relation to that Transaction as if it
          were a party to this Agreement.

     (c)  Termination Payments by Party B: Notwithstanding Section 6(d)(ii), any
          amount calculated as being due by Party B in respect of any Early
          Termination Date under Section 6(e) will be payable on the
          Distribution Date immediately following the date that such amount
          would otherwise be payable under Section 6(d)(ii) (or will be payable
          on that date if that date is a Distribution Date) except to the extent
          that such amount may be satisfied from an earlier distribution under
          the Security Trust Deed or the payment of an upfront premium in
          respect of a Replacement Currency Swap in accordance with Part
          5(17)(b) of this Schedule.

     (d)  Transfers to avoid Termination: Section 6(b)(ii) is amended as
          follows:

          (i)  The following sentence is added at the end of the second
               paragraph:

               "However, if Party A is that other party it must, if so requested
               by the Manager, use reasonable efforts (which will not require
               Party A to incur a loss, excluding immaterial, incidental
               expenses) to make such a transfer to an Affiliate provided the
               Rating Agencies have given prior written confirmation to the
               Manager that such a transfer will not result in a reduction,
               qualification or withdrawal of the credit ratings then assigned
               by them to the Relevant Notes.".

          (ii) The third paragraph is deleted and replaced with the following:

               "Any such transfer by a party under this Section 6(b)(ii) will be
               subject to and conditional upon the prior written consent of the
               other party, which consent will not be withheld:

               (1)  where the other party is Party A, if Party A's policies in
                    effect at such time would permit it to enter into
                    transactions with the transferee on the terms proposed; or


                                                                              10

<PAGE>

               (2)  where the other party is Party B, if the Rating Agencies
                    have confirmed in writing that such transfer will not result
                    in a reduction, qualification or withdrawal of the credit
                    ratings then assigned by them to the Relevant Notes.".

     (e)  Determination of Market Quotation by Party B: If Party B is required
          to determine a Market Quotation in respect of a Terminated Transaction
          pursuant to Section 6(e), Party B must consult with Party A in
          relation to such determination prior to making the determination and
          must provide to each Reference Market-maker in relation to the Market
          Quotation such information in relation to the Terminated Transaction,
          provided by Party A to Party B, as Party A may reasonably request.

(8)  No Set-Off: Section 6(e) is amended by deleting the last sentence of the
     first paragraph.

(9)  Transfer: Section 7 is replaced with:

     "7.  Essential term: Transfer

     (a)  Neither the interests nor the obligations of any party in or under
          this Agreement (including any Transaction) are capable of being
          assigned or transferred (whether at law, in equity or otherwise),
          charged or the subject of any trust (other than the Series Trust or
          the trusts created pursuant to the Credit Support Document in relation
          to Party B) or other fiduciary obligation. Any action by a party which
          purports to do any of these things is void.

     (b)  Nothing in this Section 7:

          (i)  restricts a transfer by a party after the other parties have
               agreed to the variation of this Agreement in accordance with Part
               5(20) of the Schedule to the extent necessary to permit such
               transfer;

          (ii) restricts a novation of the interests and obligations of a party
               in or under this Agreement (including any Transaction) for the
               purposes of giving effect to a transfer under Section 6(b)(ii);

          (iii) restricts a transfer by a party of all or any part of its
               interest in any amount payable to it from a Defaulting Party
               under Section 6(e);

          (iv) restricts a transfer by Party B or the Manager to a Substitute
               Trustee or Substitute Manager, respectively, in accordance with
               the Master Trust Deed;

          (v)  restricts Party B from granting security over a Transaction or
               this Agreement pursuant to any Credit Support Document in
               relation to Party B; or

          (vi) limits Parts 5(6)(b)(ii) or 5(22) of the Schedule.

     (c)  Each party acknowledges that the other party enters into this
          Agreement and each Transaction on the basis that this Section 7 must
          be strictly observed and is essential to the terms of this Agreement
          (including each Transaction).".

(10) Facsimile Transmission: In Section 12:

     (a)  delete Section 12(a)(ii); and

     (b)  replace Section 12(a)(iii) with:


                                                                              11

<PAGE>

               "(iii) if sent by facsimile transmission, on the date a
                    transmission report is produced by the machine from which
                    the facsimile was sent which indicates that the facsimile
                    was sent in its entirety to the facsimile number of the
                    recipient notified for the purpose of this Section unless
                    the recipient notifies the sender within one Business Day of
                    the facsimile being sent that the facsimile was not received
                    in its entirety in legible form;".

(11) Definitions

     In this Agreement, unless the contrary intention appears:

     (a)  Master Trust Deed: subject to Part 5(11)(h) of this Schedule, unless
          defined in this Agreement words and phrases defined in the Master
          Trust Deed and the Series Supplement have the same meaning in this
          Agreement. Subject to Part 5(11)(h) of this Schedule, where there is
          any inconsistency in a definition between this Agreement (on the one
          hand) and the Master Trust Deed or the Series Supplement (on the other
          hand), this Agreement prevails. Where there is any inconsistency in a
          definition between the Master Trust Deed (on the one hand) and the
          Series Supplement (on the other hand), the Series Supplement prevails
          over the Master Trust Deed in respect of the Series Trust. Where words
          or phrases used but not defined in this Agreement are defined in the
          Master Trust Deed in relation to a Series Trust (as defined in the
          Master Trust Deed) such words or phrases are to be construed in this
          Agreement, where necessary, as being used only in relation to the
          Series Trust;

     (b)  Trustee Capacity:

          (i)  a reference to Party B is a reference to Party B in its capacity
               as trustee of the relevant Series Trust only, and in no other
               capacity;

          (ii) a reference to the undertaking, assets, business or money of
               Party B is a reference to the undertaking, assets, business or
               money of Party B in the capacity referred to in paragraph
               11(b)(i) only; and

          (iii) without limiting the foregoing, Section 5(a)(vii) will only
               apply to Party B in its capacity as trustee of the relevant
               Series Trust and:

               (A)  reference in Section 5(a)(vii)(1) to Party B being dissolved
                    is to the relevant Series Trust being dissolved;

               (B)  Party B in its capacity as trustee of the relevant Series
                    Trust is not insolvent or unable to pay its debts for the
                    purposes of Section 5(a)(vii)(2) to the extent that its
                    obligation to make any payment is limited by any provision
                    in a Transaction Document in relation to the Series Trust;
                    and

               (C)  the appointment of a Substitute Trustee in relation to the
                    Series Trust in accordance with the Master Trust Deed is
                    not, of itself, an event to which Section 5(a)(vii) applies
                    in relation to Party B.

     (c)  Definitions: in Section 14:

          (i)  replace the definitions of "Affected Transactions" and "Local
               Business Day" with the following:


                                                                              12

<PAGE>

               ""Affected Transactions" means, with respect to a Termination
               Event, all Transactions."; and

               ""Local Business Day" has the same meaning as "Business Day".";
               and

          (ii) insert the following new definitions:

               ""BBSW" or "AUD-BBR-BBSW" in relation to a Calculation Period
               means the rate appearing at approximately 10.00 am Sydney time on
               the Reset Date for that Calculation Period on the Reuters Screen
               page "BBSW" as being the average of the mean buying and selling
               rates appearing on that page for a bill of exchange having a
               tenor of three months . If:

               (a)  on that Reset Date fewer than 4 banks are quoted on the
                    Reuters Screen page "BBSW"; or

               (b)  for any other reason the rate for that day cannot be
                    determined in accordance with the foregoing procedures,

               then "BBSW" or "AUD-BBR-BBSW" means such rate as is specified by
               the Calculation Agent having regard to comparable indices then
               available.

               "Credit Support Annex" means the Credit Support Annex annexed to
               this Agreement.

               "Distribution Date" has the meaning given in Section 16.

               "Master Trust Deed" means the Master Trust Deed dated 8 October
               1997 between Party B and the Manager, as amended from time to
               time.

               "Prescribed Rating Period" means in relation to the credit
               ratings assigned by the Rating Agencies to Party A:

               (a)  a period of 30 Business Days from the date when a credit
                    rating assigned by a Rating Agency to Party A is less than
                    the relevant Prescribed Rating but greater than or equal to
                    a short term credit rating of A-1 by S&P or a long term
                    credit rating of A- by S&P and a long term credit rating of
                    A3 by Moody's and a short term credit rating of P-2 by
                    Moody's; and

               (b)  a period of 5 Business Days from the date when a credit
                    rating assigned by a Rating Agency to Party A is less than a
                    short term credit rating of A-1 by S&P or a long term credit
                    rating of A- by S&P and a short term credit rating of P-2 by
                    Moody's and a long term credit rating of A3 by Moody's.

               "Prescribed Ratings" means a short term credit rating of A-1+ by
               S&P or a long term credit rating of AA- by S&P, and a long term
               credit rating of A2 by Moody's and a short term credit rating of
               P-1 by Moody's.

               "Relevant Calculation Amount" has the meaning given in Section
               16.

               "Relevant Notes" has the meaning given in Section 16.

               "Relevant Note Trustee" has the meaning given in Section 16.


                                                                              13

<PAGE>

               "Relevant Noteholders" has the meaning given in Section 16.

               "Scheduled Maturity Date" has the meaning given in Section 16.

               "Security Trust Deed" has the meaning given to it in Section 16.

               "Series Supplement" has the meaning given in Section 16.

               "Series Trust" has the meaning given in Section 16.

     (d)  Interpretation:

          (i)  references to time are references to Sydney time;

          (ii) a reference to "wilful default" in relation to Party B means,
               subject to Part 5(11)(d)(iii) of this Schedule, any wilful
               failure by Party B to comply with, or wilful breach by Party B
               of, any of its obligations under any Transaction Document, other
               than a failure or breach which:

               A.   (1) arises as a result of a breach of a Transaction Document
                    by a person other than:

                         (a)  Party B; or

                         (b)  any other person referred to in Part 5(11)(d)(iii)
                              of this Schedule; and

                    (2)  the performance of the action (the non-performance of
                         which gave rise to such breach) is a precondition to
                         Party B performing the said obligation;

               B.   is in accordance with a lawful court order or direction or
                    required by law; or

               C.   is in accordance with any proper instruction or direction of
                    the Investors given at a meeting convened under the Master
                    Trust Deed;

          (iii) a reference to the "fraud", "negligence" or "wilful default" of
               Party B means the fraud, negligence or wilful default of Party B
               and of its officers, employees, agents and any other person where
               Party B is liable for the acts or omissions of such other person
               under the terms of any Transaction Document;

          (iv) a reference to "neither party" will be construed as a reference
               to "no party"; and

          (v)  a reference to "other party" will be construed as a reference to
               "other parties".

     (e)  ISDA Definitions: The 2000 ISDA Definitions (as published by the
          International Swaps and Derivatives Association, Inc ("ISDA")) (the
          "2000 ISDA Definitions") as at the date of this Agreement are
          incorporated into this Agreement and each Confirmation.

     (f)  Inconsistency: Subject to Part 5(11)(a) of this Schedule, unless
          specified otherwise, in the event of any inconsistency between any two
          or more of the following documents in respect of a Transaction they
          will take precedence over each other in the following order in respect
          of that Transaction:


                                                                              14

<PAGE>

          (i)  any Confirmation;

          (ii) this Schedule and Section 13 ("Elections and Variables") of the
               Credit Support Annex (as applicable);

          (iii) the 2000 ISDA Definitions; and

          (iv) the printed form of the 1992 ISDA Master Agreement and the
               printed form of the ISDA Credit Support Annex which form part of
               this Agreement.

     (g)  Swap Transaction: Any reference to a:

          (i)  "Swap Transaction" in the 2000 ISDA Definitions is deemed to be a
               reference to a "Transaction" for the purpose of interpreting this
               Agreement or any Confirmation; and

          (ii) "Transaction" in this Agreement or any Confirmation is deemed to
               be a reference to a "Swap Transaction" for the purpose of
               interpreting the 2000 ISDA Definitions.

     (h)  Incorporated Definitions and other Transaction Documents and
          provisions: Where in this Agreement a word or expression is defined by
          reference to its meaning in another Transaction Document or there is a
          reference to another Transaction Document or to a provision of another
          Transaction Document, any amendment to the meaning of that word or
          expression or to that other Transaction Document or provision (as the
          case may be) will be of no effect for the purposes of this Agreement
          unless and until the amendment is consented to by the parties to this
          Agreement.

(12) Limitation of Liability: Insert the following as Sections 15 and 16, after
     Section 14:

     "15. Party B's Limitation of Liability

          (a)  (Limitation on Party B's liability): Party B enters into this
               Agreement only in its capacity as trustee of the relevant Series
               Trust and in no other capacity. A liability incurred by Party B
               acting in its capacity as trustee of the relevant Series Trust
               arising under or in connection with this Agreement is limited to
               and can be enforced against Party B only to the extent to which
               it can be satisfied out of the Assets of that Series Trust out of
               which Party B is actually indemnified for the liability. This
               limitation of Party B's liability applies despite any other
               provision of this Agreement (other than Section 15(c)) and
               extends to all liabilities and obligations of Party B in any way
               connected with any representation, warranty, conduct, omission,
               agreement or transaction related to this Agreement.

          (b)  (Claims against Party B): The parties other than Party B may not
               sue Party B in respect of liabilities incurred by Party B acting
               in its capacity as trustee of a Series Trust in any other
               capacity other than as trustee of that Series Trust, including
               seeking the appointment of a receiver (except in relation to
               Assets of that Series Trust), or a liquidator, or an
               administrator, or any similar person to Party B or prove in any
               liquidation, administration or similar arrangements of or
               affecting Party B (except in relation to the Assets of that
               Series Trust).

          (c)  (Breach of trust): The provisions of this Section 15 will not
               apply to any obligation or liability of Party B to the extent
               that it is not satisfied


                                                                              15

<PAGE>

               because under the Master Trust Deed, the corresponding Series
               Supplement or any other corresponding Transaction Document or by
               operation of law there is a reduction in the extent of Party B's
               indemnification out of the Assets of the relevant Series Trust,
               as a result of Party B's fraud, negligence or wilful default.

          (d)  (Acts or omissions): It is acknowledged that the Relevant Parties
               are responsible under the corresponding Transaction Documents for
               performing a variety of obligations relating to the relevant
               Series Trust. No act or omission of Party B (including any
               related failure to satisfy its obligations or any breach of
               representation or warranty under this Agreement) will be
               considered fraudulent, negligent or a wilful default of Party B
               for the purpose of paragraph (c) of this Section 15 to the extent
               to which the act or omission was caused or contributed to by any
               failure by any such Relevant Person or any other person appointed
               by Party B under such a Transaction Document (other than a person
               whose acts or omissions Party B is liable for in accordance with
               any such Transaction Document) to fulfil its obligations relating
               to the relevant Series Trust or by any other act or omission of
               the Manager or the Servicer or any other such person.

          (e)  (No obligation): Party B is not obliged to enter into any
               commitment or obligation under this Agreement or any Transaction
               Document (including incur any further liability) unless Party B's
               liability is limited in a manner which is consistent with this
               Section 15 or otherwise in a manner satisfactory to Party B in
               its absolute discretion.

     16.  Segregation

          Party B will enter into each Transaction as trustee of a Series Trust.
          Each Confirmation in relation to a Transaction must specify the name
          of the Series Trust to which the Transaction relates. Notwithstanding
          anything else in this Agreement, but without limiting the generality
          of Section 15, the provisions of this Agreement (including, without
          limitation, the Credit Support Annex) shall have effect severally in
          respect of each Series Trust and shall be enforceable by or against
          Party B in its capacity as trustee of the relevant Series Trust as
          though a separate Agreement applied between Party A, Party B (in its
          capacity as trustee of the Series Trust specified in the relevant
          Confirmation) and the Manager for each of Party B's said several
          capacities, to the intent that (inter alia):

          (a)  (References to Party B): unless the context indicates a contrary
               intention, each reference to "Party B" in this Agreement shall be
               construed as a several reference to Party B in its respective
               capacities as trustee of each Series Trust;

          (b)  (Separate Agreements): this Master Agreement including, without
               limitation, this Schedule and the Credit Support Annex together
               with each Confirmation relating to a particular Series Trust will
               form a single separate agreement between Party A, the Manager and
               Party B in its capacity as trustee of that Series Trust and
               references to the respective obligations (including references to
               payment obligations generally and in the context of provisions
               for the netting of payments and the calculation of amounts due on
               early termination) of Party A, the Manager or Party B shall be
               construed accordingly as a several reference to each mutual set
               of obligations arising under each such separate agreement between
               Party A, the Manager and Party B in its several capacity as
               trustee of the relevant Series Trust;


                                                                              16

<PAGE>

          (c)  (Representations): representations made and agreements entered by
               the parties under this Agreement are made and entered severally
               by Party B in its respective capacities as trustee of each Series
               Trust and in respect of the relevant Series Trust and may be
               enforced by Party B against Party A or the Manager severally in
               Party B's said several capacities (and by Party A or the Manager
               against Party B in Party B's said several capacities);

          (d)  (Termination): rights of termination, and obligations and
               entitlements consequent upon termination, only accrue to Party A
               against Party B severally in Party B's respective capacities as
               trustee of each Series Trust, and only accrue to Party B against
               Party A severally in Party B's said several capacities;

          (e)  (Events of Default and Termination Events): without limiting
               Section 15, the occurrence of an Event of Default or Termination
               Event in respect of one Series Trust shall not in itself
               constitute an Event of Default or Termination Event in respect of
               any other Series Trust; and

          (f)  (Definitions):

               (i)  the term "Series Trust":

                    (A)  in this Section 16, means each Series Trust (as defined
                         in the Master Trust Deed) specified or to be specified,
                         as the context requires, as the relevant Series Trust
                         in the Confirmation for a Transaction; and

                    (B)  elsewhere in this Agreement, means each such Series
                         Trust severally in accordance with the preceding
                         provisions of this Section 16;

               (ii) the term "Transaction":

                    (A)  in this Section 16, means each Transaction governed by
                         this Agreement; and

                    (B)  elsewhere in this Agreement, means each such
                         Transaction entered into by the trustee as Trustee of
                         the relevant Series Trust;

               (iii) the term "Agreement":

                    (A)  in this Section 16, and elsewhere if so specified,
                         means this Master Agreement, including, without
                         limitation, this Schedule and the Credit Support Annex,
                         and all Confirmations governed by this Master
                         Agreement; and

                    (B)  elsewhere, unless specified otherwise, means the
                         separate agreement referred to in Section 16(b) in
                         respect of each particular Series Trust;

               (iv) the terms "Distribution Date", "Relevant Calculation
                    Amount", "Relevant Note Trustee", "Relevant Notes",
                    "Relevant Noteholders", "Scheduled Maturity Date", "Security
                    Trust Deed" and "Series Supplement" in this


                                                                              17

<PAGE>

                    Agreement to the extent that it applies in relation to a
                    Series Trust have the respective meanings given to them in
                    the Confirmations for the Transactions of that Series
                    Trust.".

(13) Further Assurances: Each party will, upon request by the other party (the
     "requesting party") at the expense of the requesting party, perform all
     such acts and execute all such agreements, assurances and other documents
     and instruments as the requesting party reasonably requires (and, in the
     case of Party B, are within the powers granted to Party B under the Master
     Trust Deed) to assure and confirm the rights and powers afforded, created
     or intended to be afforded or created, under or in relation to this
     Agreement and each Transaction or other dealing which occurs under or is
     contemplated by it.

(14) Procedures for Entering into Transactions

     (a)  With respect to each Transaction entered into pursuant to this
          Agreement and for the purposes of Section 9(e)(ii), Party A will, by
          or promptly after the relevant Trade Date, send Party B and the
          Manager a Confirmation substantially in the form set out in Annexure 1
          (or in such other form as may be agreed between Party A, Party B and
          the Manager), and Party B and the Manager must promptly then confirm
          the accuracy of and sign and return, or request the correction of,
          such Confirmation; and

     (b)  Party B will enter into each Transaction in its capacity as trustee of
          the Series Trust.

(15) Authorised Officer: Each party will be entitled to assume, in the absence
     of any knowledge to the contrary, that any Confirmation, notice or other
     written communication, which is issued in respect of this Agreement and
     which is purported to be signed on behalf of another party by a person
     specified in the certificate provided by that other party under Part 3(b)
     of this Schedule, is authorised by that other party.

(16) Recorded Conversations: Each party:

     (a)  consents to the electronic recording of its telephone conversations
          with another party (or any of its associated persons) with or without
          the use of an automatic tone warning device;

     (b)  will provide transcripts of such recordings (if any) upon reasonable
          request by the other party (at the reasonable cost of the party
          requesting);

     (c)  acknowledges that such recordings and transcripts can be used as
          evidence by either party in any dispute between them; and

     (d)  acknowledges that no party is obligated to maintain copies of such
          recordings and transcripts for the benefit of the other party.

(17) Replacement Currency Swap Agreement:

     (a)  If any Transaction under this Agreement is terminated prior to the day
          upon which the Relevant Notes are redeemed in full, Party B may, at
          the direction of the Manager, enter into one or more currency swaps
          which replace that Transaction (collectively a "Replacement Currency
          Swap") provided that:

          (i)  the Rating Agencies confirm in writing that the entry into the
               Replacement Currency Swap by Party B does not result in a
               reduction, qualification or withdrawal of the credit ratings then
               assigned by them to the Relevant Notes; and


                                                                              18

<PAGE>

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

     (b)  If Party B enters into a Replacement Currency Swap pursuant to
          paragraph (a) and a Settlement Amount is payable by Party B to Party A
          upon termination of the Transaction referred to in Part 5(17)(a) of
          this Schedule, Party B must, on the direction of the Manager, pay any
          upfront premium to enter into the Replacement Currency Swap received
          by Party B from the Replacement Currency Swap provider to Party A in
          satisfaction of and to the extent of Party B's obligation to pay the
          Settlement Amount to Party A, and to the extent such premium is not
          greater than or equal to the Settlement Amount, the balance may be
          satisfied by Party B as an Expense.

     (c)  If Party B enters into a Replacement Currency Swap pursuant to
          paragraph (a) and a Settlement Amount is payable by Party A to Party B
          upon termination of the Transaction referred to in Part 5(17)(a) of
          this Schedule, Party B may direct Party A to pay that amount to the
          Replacement Currency Swap provider in satisfaction of or towards and
          to the extent of Party B's obligation (if any) to pay an upfront
          premium to the Replacement Currency Swap provider to enter into the
          Replacement Currency Swap.

     (d)  The obligations of Party B (and the rights of Party A) under this Part
          5(17) will survive the termination of this Agreement.

(18) Knowledge or Awareness: Subject to Section 12(a), each party will only be
     considered to have knowledge or awareness of, or notice of, a thing or
     grounds to believe anything by virtue of the officers of that party or any
     Related Body Corporate of that party which have the day to day
     responsibility for the administration or management of that party's (or a
     Related Body Corporate of that party's) obligations in relation to the
     Series Trust or the Transactions entered into under this Agreement 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).

(19) Restrictions on Party B's Rights: Party B must at all times act in
     accordance with the instructions of the Manager in relation to this
     Agreement.

(20) Amendment to this Agreement: The parties to this Agreement may only amend
     this Agreement in accordance with clause 33.1(b) of the Series Supplement.

(21) Appointment of Manager: Party B hereby exclusively appoints the Manager as
     its attorney to act on Party B's behalf and exercise all rights and powers
     of Party B with respect to this Agreement. Without limiting the generality
     of the foregoing, the Manager may issue and receive on behalf of Party B
     all notices, certificates and other communications to or by Party A under
     this Agreement until such time as Party B serves written notice on Party A
     of the revocation of the Manager's authority to act on behalf of Party B in
     accordance with this Part 5(21).

(22) Ratings Downgrade:

     (a)  (Downgrade): If, as a result of the reduction or withdrawal of the
          credit rating of Party A, Party A is assigned a credit rating by a
          Rating Agency less than the relevant Prescribed Rating, Party A must
          by the expiry of the Prescribed Rating Period in relation to the
          credit ratings assigned by the Rating Agencies to Party A at that time
          (or such greater period as is agreed to in writing by each relevant
          Rating Agency), at its cost alone and at its election:


                                                                              19

<PAGE>

          (i)  provided that the short term credit rating by S&P is greater than
               or equal to A-1 or the long term credit rating by S&P is greater
               than or equal to A-, lodge collateral in accordance with the
               Credit Support Annex in an amount equal to the Collateral Amount
               as defined in Part 5(22)(b) of this Schedule;

          (ii) enter into an agreement novating Party A's rights and obligations
               under this Agreement and each Transaction to a replacement
               counterparty acceptable to the Manager and which the Rating
               Agencies confirm in writing will not result in a reduction,
               qualification or withdrawal of the credit ratings then assigned
               by them to the Relevant Notes; or

          (iii) enter into such other arrangements in respect of each
               Transaction which the Rating Agencies confirm in writing will not
               result in a reduction, qualification or withdrawal of the credit
               ratings then assigned by them to the Relevant Notes.

          Notwithstanding that Party A has elected to satisfy its obligations
          pursuant to this Part 5(22)(a) in a particular manner, it may
          subsequently and from time to time vary the manner in which it
          satisfies its obligations pursuant to this Part 5(22)(a) (but will not
          be entitled to any additional grace period in relation to such a
          variation).

     (b)  (Collateral Amount): For the purpose of this Part 5(22) the Collateral
          Amount will be an amount equal to the greater of the following:

          (i)  zero;

          (ii) if the credit rating of Party A is below the Prescribed Rating in
               relation to S&P, CCR; and

          (iii) if the credit rating of Party A is below the Prescribed Rating
               in relation to Moody's, an amount acceptable to Moody's and
               sufficient to maintain the credit rating assigned to the Relevant
               Notes by Moody's immediately prior to the review of the credit
               rating of Party A by Moody's.

          Where:

          CCR = CR x 1.030

          CR = MTM + VB

          MTM means the aggregate mark-to-market value (whether positive or
          negative) of each Transaction determined in accordance with Part
          5(22)(c) of this Schedule no earlier than 3 Business Days prior to the
          date that the Collateral Amount is lodged.

          VB means the volatility buffer, being the value calculated by
          multiplying the Relevant Calculation Amount as at the most recent
          Distribution Date by the relevant percentage obtained from the
          following table:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                   Where the period      Where the period between
                 between the date of     the date of recalculation
                recalculation and the        and the Scheduled        Where the Period between the
Party's long      Scheduled Maturity     Maturity Date is greater    date of recalculation and the
term credit      Date is less than or   than 5 years and less than     Scheduled Maturity Date is
rating by S&P      equal to 5 years        or equal to 10 years          greater than 10 years
--------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>                            <C>
      A+                 1.05                      1.75                           3.0
--------------------------------------------------------------------------------------------------
      A                  1.35                      2.45                           4.5
--------------------------------------------------------------------------------------------------
      A-                 1.5                       3.15                           6
--------------------------------------------------------------------------------------------------
</TABLE>


                                                                              20

<PAGE>

     (c)  (Mark to Market Value): If collateral has been lodged or is to be
          lodged under Part 5(22)(a)(i) of this Schedule and Part 5(22)(b)(ii)
          of this Schedule applies, Party A must calculate the mark-to-market
          value of each Transaction by obtaining 2 bids from counterparties with
          the Prescribed Ratings willing to provide each Transaction in the
          absence of Party A. The mark-to-market value may be a positive or a
          negative amount. A bid has a negative value if the payment to be made
          is from the counterparty to Party A and has a positive value if the
          payment to be made is from Party A to the counterparty. The
          mark-to-market value is the higher of the bids (on the basis that any
          bid of a positive value is higher than any bid of a negative value).

     (d)  (Recalculation): If collateral has been lodged under Part 5(22)(a)(i)
          of this Schedule then, unless collateral is no longer required to be
          lodged in accordance with Part 5(22)(a) of this Schedule, Party A must
          recalculate the Collateral Amount (including, if Part 5(22)(b)(ii) of
          this Schedule applies, the CCR and the mark-to-market value) on each
          Valuation Date. If:

          (i)  the Value on such Valuation Date of all Posted Credit Support
               held by the Secured Party is less than the recalculated
               Collateral Amount, the difference is the Delivery Amount in
               relation to that Valuation Date; or

          (ii) the Value on such Valuation Date of all Posted Credit Support
               held by the Secured Party is greater than the recalculated
               Collateral Amount, the difference is the Return Amount in
               relation to that Valuation Date.

     (e)  (Definitions): For the purposes of this Part 5(22) "Delivery Amount",
          "Posted Credit Support", "Return Amount", "Secured Party", "Value" and
          "Valuation Date" have the same meaning as in the Credit Support Annex.

(23) No Amendment: Each of Party B and the Manager agrees that it will not
     consent to any amendment to any provision in any Transaction Document in
     relation to the Series Trust dealing with the ranking, priority or
     entitlement of Party A in respect of any security or moneys relating to the
     Series Trust without the prior written consent of Party A.


                                                                              21

<PAGE>

Annexure 1

                   FORM OF CONFIRMATION [NAME OF SERIES TRUST]

                             [Letterhead of Party A]

[DATE]

To:   Perpetual Trustee Company Limited    Securitisation Advisory Services Pty.
      as trustee of the Series Trust       Limited
      Level 7                              Level 6
      9 Castlereagh Street                 48 Martin Place
      Sydney NSW 2000                      Sydney NSW 2000
      AUSTRALIA                            AUSTRALIA

      Attention: Manager, Securitisation   Attention: Manager, Securitisation
                 Services

CONFIRMATION - [NAME OF TRANSACTION]

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the terms specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.

This Confirmation is entered into by Perpetual Trustee Company Limited, ABN 42
000 001 007 as trustee of the Medallion Trust Series [____________] (the
"Series Trust").

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [____________], as amended, novated or
supplemented from time to time (the "Agreement"), between Commonwealth Bank of
Australia ABN 48 123 123 124 ("Party A"), Perpetual Trustee Company Limited ABN
42 000 001 007 as trustee of, inter alia, the Series Trust ("Party B") and
Securitisation Advisory Services Pty. Limited ABN 88 064 133 946 (the
"Manager"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.

This Confirmation incorporates the Definitions Schedule which forms part of, and
is subject to, this Confirmation.

The terms of the particular Transaction to which this Confirmation relates are
specified below:

1.   Our Reference:                [____________]

2.   Trade Date:                   [____________]

3.   Effective Date:               Issue Date in respect of the Relevant Notes

4.   Termination Date:             The earlier of:

                                   (a)  the date that the Relevant Notes have
                                        been redeemed in full in accordance with
                                        the Note Conditions; and

                                   (b)  the Scheduled Maturity Date.


                                                                              22

<PAGE>

5.   Floating Amounts

5.1  Floating Amounts Payable by
     Party A (subject to
     Paragraph 9 of this
     Confirmation):

(a)  Floating Rate Payer:          Party A

     Calculation Amount:           For each Floating Rate Payer Payment Date,
                                   the aggregate Invested Amount of the Relevant
                                   Notes as at the first day of the Calculation
                                   Period ending on but excluding that Floating
                                   Rate Payer Payment Date. The Calculation
                                   Amount for the initial Calculation Period
                                   will be USD1,000,000,000. The Calculation
                                   Amount will not ever exceed USD1,000,000,000
                                   for any Calculation Period.

     Floating Rate Payer Payment   Each Distribution Date during the period
     Dates:                        commencing on and including [______] and
                                   ending on and including the Termination
                                   Date, subject to adjustment in
                                   accordance with the Following Business
                                   Day Convention

     Floating Rate Option:         USD-LIBOR-BBA except that:

                                   (a)  references to "London Banking Days" in
                                        section 7.1(a)(w)(xvii) and (xx) of the
                                        Annex (June 2000 version) to the 2000
                                        ISDA Definitions will be replaced with
                                        references to "Banking Days" as that
                                        expression is defined in the Note
                                        Conditions:

                                   (b)  references to "Telerate Page 3750" in
                                        section 7.1(w)(xvii) of the Annex (June
                                        2000 version) to the 2000 ISDA
                                        Definitions will be replaced with
                                        references to "Rate Page" as that
                                        expression is defined in the Note
                                        Conditions; and

                                   (c)  if USD-LIBOR-BBA cannot be determined in
                                        accordance with the 2000 ISDA
                                        Definitions as varied above (including
                                        endeavouring to determine a rate under
                                        the definition of "USD-LIBOR-Reference
                                        banks" in section 7.1(w)(xx)), it will
                                        remain as the most recently determined
                                        rate obtained from a Rate Page for a
                                        preceding Calculation Period.

     Designated Maturity:               [______] months

     Spread:                            [____________]


                                                                              23

<PAGE>

     Floating Rate Day Count       Actual/360
     Fraction:

     Reset Dates:                  The first day of each Calculation Period

     Compounding:                  Inapplicable

(b)  Class A-1 Unpaid Coupon       If on any Distribution Date there is an A$
     Amount:                       Class A-1 Unpaid Interest Amount, then on the
                                   Floating Rate Payer Payment Date which falls
                                   on that Distribution Date, Party A will pay
                                   to Party B an amount calculated as follows:

                                                    LIBOR
                                   $US UC = $A UC * ----- * US$ Exchange Rate
                                                     BBSW

                                   where:

                                   $US UC = the amount to be paid by Party A;

                                   $A UC =  the A$ Class A-1 Unpaid Interest
                                            Payment in relation to that
                                            Distribution Date;

                                   LIBOR =  the Floating Rate Option under this
                                            paragraph 5.1 in respect of the
                                            Reset Date which is the same day as
                                            that Floating Rate Payer Payment
                                            Date;

                                   BBSW =   the Floating Rate Option under
                                            paragraph 5.2 in respect of the
                                            Reset Date which is the same day as
                                            that Floating Rate Payer Payment
                                            Date.

5.2  Floating Amounts Payable by
     Party B (subject to
     paragraph 9 of this
     Confirmation):

     (a) Floating Rate Payer:      Party B

     Calculation Amount:           For each Floating Rate Payer Payment Date,
                                   the A$ Equivalent of the aggregate Invested
                                   Amount of the Relevant Notes as at the first
                                   day of the Calculation Period ending on but
                                   excluding that Floating Rate Payer Payment
                                   Date

     Floating Rate Payer Payment   Each Distribution Date during the period
     Dates:                        commencing on and including [_________] and
                                   ending on and including the Termination Date,
                                   subject to adjustment in accordance with the
                                   Following Business Day Convention

     Floating Rate Option:         AUD-BBR-BBSW

     Designated Maturity:          [__________] months

     Spread:                       [_____________]


                                                                              24

<PAGE>

     Floating Rate Day Count       Actual/365 (Fixed)
     Fraction:

     Reset Dates                   The first day of each Calculation Period

     Compounding:                  Inapplicable

(b)  A$ Class A-1 Unpaid           If on any Distribution Date there is an A$
     Interest Amount:              Class A-1 Unpaid Interest Amount, then on the
                                   Floating Rate Payer Payment Date which falls
                                   on that Distribution Date Party B will pay to
                                   Party A the A$ Class A-1 Unpaid Interest
                                   Payment in relation to that Distribution
                                   Date.

5.3  No Limit to Rights:           Nothing in paragraphs 5.1(b) or 5.2(b) is to
                                   be construed as limiting Party A's or Party
                                   B's rights in relation to a failure by the
                                   other to pay the full amount of a Floating
                                   Amount calculated in accordance with
                                   paragraphs 5.1(a) or 5.2(a), as applicable,
                                   on a Floating Rate Payer Payment Date
                                   (including any right to designate an Early
                                   Termination Date in accordance with Section
                                   6(a) of the Agreement).

6.   Exchanges

6.1  Initial Exchange:

     Initial Exchange Date:        Closing Date

     Party A Initial Exchange      The A$ Equivalent of the Party B Initial
     Amount:                       Exchange Amount, being A$[__________]

     Party B Initial Exchange      The Initial Invested Amount of the Relevant
     Amount:                       Notes on the Issue Date, being US$[_______]

                                   Notwithstanding Section 2(a)(ii) of the
                                   Agreement, Party A must pay the Party A
                                   Initial Exchange Amount to Party B by 4.00pm
                                   (Sydney time) on the Initial Exchange Date
                                   and Party B must pay Party A the Party B
                                   Initial Exchange Amount by 4.00pm (New York
                                   time) on the Initial Exchange Date. Section
                                   2(a)(v) of the Agreement will not apply to
                                   the payments of the Initial Exchange Amounts.

6.2  Interim Exchange:

     Interim Exchange Date:        Each Distribution Date (other than the Final
                                   Exchange Date)

     Party A Interim Exchange      In respect of an Interim Exchange Date means
     Amount:                       the US$ Equivalent of the A$ Class A-1
                                   Principal Amount in relation to the
                                   Distribution Date occurring on that Interim
                                   Exchange Date

     Party B Interim Exchange      In respect of an Interim Exchange Date means
                                   the


                                                                              25

<PAGE>

     Amount:                       A$ Class A-1 Principal Amount in relation to
                                   the Distribution Date occurring on that
                                   Interim Exchange Date

6.3  Final Exchange:

     Final Exchange Date:          Termination Date

     Party A Final Exchange        The US$ Equivalent of the A$ Class A-1
     Amount:                       Principal Amount in relation to the
                                   Distribution Date which is the Final Exchange
                                   Date

     Party B Final Exchange        The A$ Class A-1 Principal Amount in relation
     Amount:                       to the Distribution Date which is the Final
                                   Exchange Date

7.   Exchange Rates:

     For the purpose of the
     definitions of "A$
     Equivalent" and "US$
     Equivalent":

     US$ Exchange Rate:            [_______________]

     A$ Exchange Rate:             [_______________]

8.   Account Details:

8.1  Payments to Party A

     Account for payments in US$   The account notified in writing by Party A to
                                   Party B in accordance with Part 5(3)(ii) of
                                   the Schedule to the Agreement

     Account for payments in A$    The account notified in writing by Party A to
                                   Party B in accordance with Part 5(3)(i) of
                                   the Schedule to the Agreement

8.2  Payments to Party B

     Account for payments in       The account notified in writing by the
     US$:                          Principal Paying Agent to Party A in
                                   accordance with Part 5(2)(ii) of the Schedule
                                   to the Agreement

     Account for payments in A$:   The account notified in writing by Party B to
                                   Party A in accordance with Part 5(2)(i) of
                                   the Schedule to the Agreement

9.   Notifications to Party A      On or before the Determination Time in
                                   respect of each Distribution Date the Manager
                                   must notify Party A in writing of:

                                   (a)  the A$ Class A-1 Principal Amount which
                                        the Manager has directed Party B to pay
                                        to Party A on that Distribution Date
                                        pursuant to clause 10.5(b)(i) of the
                                        Series Supplement;

                                   (b)  the A$ Class A-1 Interest Payment in


                                                                              26

<PAGE>

                                        relation to that Distribution Date;

                                   (c)  the amounts (if any) allocated to the
                                        Class A-1 Notes in respect of any
                                        Principal Charge-off or Principal
                                        Charge-off Reimbursement on the
                                        immediately preceding Determination Date
                                        in accordance with Conditions 7.9 and
                                        7.10 of the Note Conditions; and

                                   (d)  the A$ Class A-1 Unpaid Interest Payment
                                        (if any) in relation to that
                                        Distribution Date.

10.  Offices:                      The Office of Party A for each Transaction is
                                   Sydney.

                                   The Office of Party B for each Transaction is
                                   Sydney.

Please confirm that the above correctly sets out the terms of our agreement in
respect of each Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.

Executed documents will follow by mail.

Yours sincerely

SIGNED for and on behalf of
COMMONWEALTH BANK
OF AUSTRALIA ABN 48 123 123 124


By: /s/ Leanne Leong
    ----------------------------
    (Authorised Officer)

Name: Leanne Leong
      --------------------------

Title: General Manager, Capital Management & Securitization
       ----------------------------------------------------

Confirmed as at the date first written     Confirmed as at the date first
above:                                     written above:

SIGNED for and on behalf of                SIGNED for and on behalf of
PERPETUAL TRUSTEE                          SECURITISATION ADVISORY SERVICES PTY.
COMPANY LIMITED ABN 42 000 001 007         LIMITED ABN 88 064 133 946
as trustee of the Medallion Trust Series
2004-1G


By: /s/ Shelagh Gossain                    By: /s/ Leanne Leong
    ----------------------------               ---------------------------------
    (Authorised Officer)                       (Authorised Officer)

Name: Shelagh Gossain                      Name: Leanne Leong
      --------------------------                 -------------------------------

Title: Manager                             Title: General Manager, Capital
       -------------------------                  Management & Securitization
                                                  ------------------------------


                                                                              27

<PAGE>

Definitions Schedule

In this Confirmation and in the Agreement to the extent that it relates to the
Series Trust, unless the context otherwise requires:

"A$ Class A-1 Unpaid Interest Payment" means in relation to a Distribution Date
the amount available to be allocated towards payment to Party A in respect of A$
Class A-1 Unpaid Interest Amounts on that Distribution Date in accordance with
clause 10.2(k)(i) of the Series Supplement determined on the basis that all
amounts allocated towards payment of A$ Class A-1 Interest Amounts and A$ Class
A-1 Unpaid Interest Amounts pursuant to clause 10.2(k)(i) of the Series
Supplement are allocated first towards payment of A$ Class A-1 Interest Amounts
and then, once the A$ Class A-1 Interest Amounts are paid in full, towards
payment of A$ Class A-1 Unpaid Interest Amounts.

"Determination Time" in relation to a Distribution Date means on or about
11.00am Sydney time 1 Business Day prior to that Distribution Date.

"Distribution Date" has the same meaning as in the Series Supplement.

"Note Conditions" means the terms and conditions of the Relevant Notes annexed
to the Relevant Notes.

"Relevant Calculation Amount" means the Calculation Amount referred to in
paragraph 5.1 of this Confirmation.

"Relevant Notes" means the Class A-1 Notes issued by the Trustee under the US
Dollar Note Trust Deed.

"Relevant Noteholders" means the Class A-1 Noteholders as that term is defined
in the US Dollar Note Trust Deed.

"Relevant Note Trustee" means The Bank of New York, New York Branch or, if The
Bank of New York is removed or retires as the trustee for the Class A-1
Noteholders, any person appointed from time to time in its place in accordance
with the US Dollar Note Trust Deed.

"Scheduled Maturity Date" has the same meaning as in the Series Supplement.

"Security Trust Deed" means the Security Trust Deed dated on or about the date
of this Confirmation between Party B, the Manager, the Relevant Note Trustee and
P.T. Limited ABN 67 004 454 666.

"Series Supplement" means the Series Supplement dated on or about the date of
this Confirmation between Party A, Homepath Pty Limited ABN 35 081 986 530,
Party B and the Manager.

"US Dollar Note Trust Deed" means the US Dollar Note Trust Deed dated on or
about the date of this Confirmation between Party B, the Manager and the
Relevant Note Trustee.

Terms defined in the Note Conditions have the same meaning in this Confirmation
unless otherwise defined in this Confirmation.


                                                                              28

<PAGE>

Paragraph 13 to New York Law Credit Support Annex

(13) Elections and Variables

     (a)  Security Interest for "Obligations"

          The term "Obligations" as used in this Annex includes the additional
          obligations referred to in Paragraph 13(m)(vii)(B).

     (b)  Credit Support Obligations

          (i)  Delivery Amount and Return Amount

               "Delivery Amount" for a Valuation Date means the amount of
               collateral calculated in accordance with Part 5(22)(d)(i) of the
               Schedule to this Agreement for that Valuation Date.

               "Return Amount" for a Valuation Date means the amount of
               collateral calculated in accordance with Part 5(22)(d)(ii) of the
               Schedule to this Agreement for that Valuation Date.

          (ii) Eligible Collateral. The following items will qualify as
               "Eligible Collateral" for Party A provided that the items
               specified in paragraphs (E), (F), (G) and (H) will only qualify
               as "Eligible Collateral" of Party A upon receipt by Party B of an
               opinion as to the perfection of the Secured Party's security
               interest in such items in form and substance (and issued by legal
               counsel) satisfactory to Party B:

                                                                       Valuation
                                                                      Percentage
                                                                      ----------
               (A)  negotiable debt obligations issued by the U.S.        98%
                    Treasury Department having a remaining maturity
                    of not more than one year

               (B)  negotiable debt obligations issued by the U.S.        95%
                    Treasury Department having a remaining maturity
                    of more than one year but not more than five
                    years

               (C)  negotiable debt obligations issued by the U.S.        93%
                    Treasury Department having a remaining maturity
                    of more than five years but not more than ten
                    years

               (D)  negotiable debt obligations issued by the U.S.        90%
                    Treasury Department having a remaining maturity
                    of more than ten years

               (E)  Agency Securities having a remaining maturity         97%
                    of not more than one year

               (F)  Agency Securities having a remaining maturity         94%
                    of more than one year but not more than five
                    years

               (G)  Agency Securities having a remaining maturity         92%
                    of more than five years but not more than ten
                    years

               (H)  Agency Securities having a remaining maturity         89%
                    of more than ten years

               (I)  Cash                                                 100%

               (J)  other Eligible Credit Support and Valuation
                    Percentage agreed by the parties and acceptable
                    to each Rating Agency


                                                                              29

<PAGE>

               Notwithstanding the foregoing to the contrary, the Valuation
               Percentage with respect to all Eligible Credit Support shall be
               deemed to be 100% with respect to a Valuation Date which is an
               Early Termination Date.

               "Agency Securities" means negotiable debt obligations which are
               fully guaranteed as to both principal and interest by the Federal
               National Mortgage Association, the Government National Mortgage
               Corporation or the Federal Home Loan Mortgage Corporation and
               which have been assigned a short term credit rating of A-1+ by
               S&P, but exclude: (i) interest only and principal only
               securities; and (ii) collateralized mortgage obligations, real
               estate mortgage investment conduits and similar derivative
               securities.

          (iii) Other Eligible Support

               Not applicable.

          (iv) Thresholds

               (A)  "Minimum Transfer Amount" means with respect to both Party A
                    and Party B: US$100,000.

               (B)  Rounding. The Delivery Amount and the Return Amount will be
                    rounded to the nearest integral multiple of US$10,000.

     (c)  Valuation and Timing

          (i)  "Valuation Agent" means Party A.

          (ii) "Valuation Date" means the last Business Day of each week and, at
               the option of Party A, any Business Day between Valuation Dates.

          (iii) "Valuation Time" means the close of business on the Business Day
               before the Valuation Date; provided that the calculations of
               Value and Exposure will be made as of approximately the same time
               on the same date.

          (iv) "Notification Time" means 11:00 am New York time on the second
               Business Day after the Valuation Date.

     (d)  Conditions Precedent and Secured Party's Rights and Remedies

          There are no "Specified Conditions" applicable to Party A. The
          following is a Specified Condition with respect to Party B:

          "If an Early Termination Date has been designated in respect of the
          each Transaction provided that if an amount is due by Party A to Party
          B in respect of that Early Termination Date pursuant to Section 6,
          that amount has been paid in full.".

     (e)  Substitution

          (i)  "Substitution Date" has the meaning specified in Paragraph
               4(d)(ii).

          (ii) Consent. The Pledgor must obtain the Secured Party's consent for
               any substitution pursuant to Paragraph 4(d). However such consent
               is not to be unreasonably withheld and the parties agree that not
               wanting to accept a particular type of Substitute Credit Support
               is not in itself a reasonable basis for withholding consent if
               the Substitute Credit Support is Eligible Collateral. The consent
               may be provided in a manner described in Section 12 or otherwise,
               including orally.


                                                                              30

<PAGE>

     (f)  Dispute Resolution

          (i)  "Resolution Time" means 11:00 am New York time.

          (ii) "Value". Not applicable.

          (iii) "Alternative". The provisions of Paragraph 5 will apply.

     (g)  Holding and Using Posted Collateral

          (i)  Eligibility to Hold Posted Collateral; Custodians.

               Party A: Not Applicable.

               Party B is not entitled to hold Posted Collateral. It must
               appoint a Custodian to hold Posted Collateral on its behalf
               pursuant to paragraph 6(b). Party B may only appoint a Custodian
               to hold Posted Collateral on its behalf if the following
               conditions are satisfied:

               (A)  Party B is not a Defaulting Party;

               (B)  Party B's Custodian will always be the Principal Paying
                    Agent, unless that party is Party A;

               (C)  if the Principal Paying Agent is Party A, then Party B must
                    appoint a Custodian which is a Bank (as defined in the
                    Federal Deposit Insurance Act, as amended) outside
                    Australia, whose rating (with respect to its long term
                    unsecured, unsubordinated indebtedness) is at all times at
                    least Aa2 by Moody's and its short term debt rating is A-1+
                    by S&P, and Party B must notify Party A in writing of this
                    appointment and of the relevant account for Paragraph 13(l);
                    and

               (D)  Posted Collateral may only be held in one or more accounts
                    in the name of Party B in the United States and any account
                    established by Party B's Custodian to hold Posted Collateral
                    shall be established and maintained for the sole purpose of
                    receiving deliveries of and holding Posted Collateral.

          (ii) Use of Posted Collateral. The provisions of paragraph 6(c) will
               not apply to Party B and its Custodian. Party B's Custodian will
               permit Party B to secure Party B's obligations under the Relevant
               Notes by granting to the Security Trustee the charge under the
               Security Trust Deed over Party B's rights in relation to the
               Posted Collateral, but subject to Paragraph 13(m)(vi) of this
               Annex.

     (h)  Distributions and Interest Amount

          (i)  Interest Rate. The "Interest Rate", in respect of Posted
               Collateral which is denominated in US$, for any day means the
               Federal Funds Overnight Rate. For the purposes hereof, "Federal
               Funds Overnight Rate" means, for any day, an interest rate per
               annum equal to the rate published as the Federal Funds Effective
               Rate that appears on Telerate Page 118 for such day. The
               "Interest Rate" in respect of Posted Collateral denominated in
               any other Eligible Currency means the rate as agreed between the
               parties.

          (ii) Transfer of Interest Amount. The Transfer of Interest Amount will
               be made monthly on the second Business Day of each calendar
               month.

          (iii) Alternative to Interest Amount. The provisions of Paragraph
               6(d)(ii) will apply.


                                                                              31

<PAGE>

     (i)  Additional Representation(s)

          None.

     (j)  Other Eligible Support and Other Posted Support

          "Value" and "Transfer" with respect to Other Eligible Support and
          Other Posted Support means: not applicable.

     (k)  Demands and Notices

          All demands, specifications and notices under this Annex will be made
          pursuant to the Section 12 of this Agreement; provided, that any such
          demand, specification or notice may be made by telephone ("Telephone
          Notice") between duly authorised employees of each party if such
          Telephone Notice is confirmed by a subsequent written instruction
          (which may be delivered via facsimile) by the close of business of the
          same day that such Telephone Notice is given.

     (l)  Addresses for Transfers

          Party A: Party A to specify account for returns of collateral.

          Party B: Party B must notify Party A of its Custodian's account.

     (m)  Other Provisions

          (i)  Paragraph 4(b) of the Annex is replaced by the following:

               "(b) Transfer Timing. Subject to Paragraph 4(a) and 5 and unless
                    otherwise specified, if a demand for the Transfer of
                    Eligible Credit Support or Posted Credit Support is made by
                    the Notification Time, then the relevant Transfer will be
                    made within three Business Days of receipt of the demand; if
                    a demand is made after the Notification Time, then the
                    relevant Transfer will be made within four Business Days of
                    receipt of the demand.".

          (ii) Event of Default

               Paragraph 7(i) of the Annex is amended, on line 3, by replacing
               "two Business Days" with "three Business Days".

          (iii) Party A's expenses

               Subject to Section 15 of the Agreement, Party B agrees to pay
               Party A's costs and expenses in relation to or caused by any
               breach by Party B of its obligations under this Annex. Party A
               acknowledges and agrees that its obligations under this Annex
               will not be affected by a failure by Party B to comply with its
               obligations under this paragraph (m)(iii).

          (iv) Governing Law notwithstanding

               Notwithstanding that the Agreement is expressed to be governed by
               the laws of the State of New South Wales, this Annex (but not any
               other provisions of the Agreement) shall be governed by and
               construed in accordance with the laws of the State of New York
               without giving effect to choice of law doctrine and parties
               hereto agree that proceedings relating to any dispute arising out
               of or in connection with this Annex shall be subject to the
               non-exclusive jurisdiction of the federal or state courts of
               competent jurisdiction in the Borough of Manhattan in New York
               City, State of New York.


                                                                              32

<PAGE>

          (v)  No trial by jury

               Each party waives, to the fullest extent permitted by applicable
               law, any right it may have to a trial by jury in respect of any
               suit, action or proceeding relating to this Annex.

          (vi) No pooling of Collateral with other Security Trust security

               Notwithstanding any provision in the Master Trust Deed, Series
               Supplement or Security Trust Deed, but without prejudice to Party
               B's rights under Paragraph 8(a) of this Annex, no party shall be
               entitled to deal with the Posted Collateral in any manner
               inconsistent with the rights of the Pledgor under Paragraphs
               3(d), 4(b) or 8(b)(iii) of this Annex, and each party covenants
               to the other that it shall not permit any other person to gain
               any rights in relation to the Posted Collateral that are
               inconsistent with the rights of the Pledgor.

          (vii) Pledgor and Secured Party

               In this Annex:

               (a)  "Pledgor" means only Party A; and

               (b)  "Secured Party" means only Party B.

          (viii) Non-Australian Assets

               Party A must only Transfer Posted Collateral to the Secured Party
               from its assets held outside Australia.

          (ix) Dispute Resolution

               Paragraph 5(i) is amended by:

               (A)  replacing the word "Exposure" with the words "the Delivery
                    Amount or the Return Amount, as the case may be" in the
                    first paragraph of Paragraph 5(i);

               (B)  adding the word "and" at the end of Paragraph 5(i)(A) and
                    deleting Paragraph 5(i)(B).

          (x)  Specified Condition

               (A)  In Paragraph 4(a)(ii) the words "or Specified Condition" are
                    deleted.

               (B)  In Paragraph 8(b) the words "or Specified Condition" are
                    deleted and replaced with the following "with respect to the
                    Secured Party or a Specified Condition has occurred".


                                                                              33