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                                                           SELLER LOAN AGREEMENT






                                         PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                                       (Trustee)


                                                          ST.GEORGE BANK LIMITED
                                                               (Approved Seller)


                                                      CRUSADE MANAGEMENT LIMITED
                                                                       (Manager)





                                              Crusade Global Trust No. 1 of 2003









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

                                       (c) Copyright Allens Arthur Robinson 2003



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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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TABLE OF CONTENTS

1.       DEFINITIONS AND INTERPRETATION                                       1
       1.1      Definitions                                                   1
       1.2      Master Trust Deed definitions                                 2
       1.3      Interpretation                                                2
       1.4      Determination, statement and certificate sufficient evidence  3
       1.5      Transaction Document                                          3
       1.6      Limited to Trust                                              3
       1.7      Trustee as trustee                                            3
       1.8      Knowledge of Trustee                                          3
       1.9      Unsecured loan                                                3

2.       PURPOSE                                                              3

3.       DRAWINGS                                                             3
       3.1      Advance                                                       3
       3.2      Making of Advance                                             4

4.       INTEREST AND FEES                                                    4

5.       REPAYMENT                                                            4

6.       PAYMENTS                                                             4
       6.1      Manner                                                        4
       6.2      Payment to be made on Business Day                            4

7.       CONDITIONS PRECEDENT                                                 5

8.       REPRESENTATIONS AND WARRANTIES                                       5
       8.1      Representations and warranties                                5
       8.2      Reliance on representations and warranties                    6

9.       UNDERTAKINGS                                                         6
       9.1      General undertakings                                          6
       9.2      Undertakings relating to Trust                                7
       9.3      Term of undertakings                                          7

10.      CONTROL ACCOUNTS                                                     7

11.      WAIVERS, REMEDIES CUMULATIVE                                         7

12.      SEVERABILITY OF PROVISIONS                                           7

13.      SURVIVAL OF REPRESENTATIONS                                          8

14.      INDEMNITY AND REIMBURSEMENT OBLIGATION                               8

15.      MORATORIUM LEGISLATION                                               8

16.      CONSENTS AND OPINIONS                                                8

17.      ASSIGNMENTS                                                          8

18.      NOTICES                                                              8
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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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19.      AUTHORISED SIGNATORIES                                                9

20.      GOVERNING LAW AND JURISDICTION                                        9

21.      COUNTERPARTS                                                          9

22.      ACKNOWLEDGEMENT BY TRUSTEE                                            9

23.      LIMITED RECOURSE                                                     10
       23.1     General                                                       10
       23.2     Liability of Trustee limited to its right to indemnity        10
       23.3     Unrestricted remedies                                         11
       23.4     Restricted remedies                                           11

24.      APPROVED SELLER'S OBLIGATIONS                                        11

25.      SUCCESSOR TRUSTEE                                                    11

ANNEXURE A                                                                    14
       Drawdown Notice                                                        14










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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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DATE                                    2003
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PARTIES
-------------

1.              PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) of
                Level 7, 9 Castlereagh Street, Sydney, New South Wales 2000 in
                its capacity as trustee of the Crusade Global Trust No. 1 of
                2003 (the TRUSTEE);

2.              ST.GEORGE BANK LIMITED (ABN 92 055 513 070) incorporated in
                Australia and registered in New South Wales of 4-16 Montgomery
                Street, Kogarah, New South Wales 2217 (the APPROVED SELLER); and

3.              CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated in
                Australia and registered in New South Wales of 4-16 Montgomery
                Street, Kogarah, New South Wales 2217 (the MANAGER).

RECITALS
-------------

A               The Trustee is the trustee of the Crusade Global Trust No. 1 of
                2003 and proposes to issue Notes pursuant to the Master Trust
                Deed and the Supplementary Terms Notice.

B               The Manager has arranged for the Approved Seller to provide the
                Trustee with a loan of [*] for the purchase of Receivables by
                the Trustee.

C               The Approved Seller has agreed to provide the loan to the
                Trustee on the terms and conditions contained in this agreement.

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IT IS AGREED as follows.


1.       DEFINITIONS AND INTERPRETATION
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1.1      DEFINITIONS

         In this agreement the following definitions apply unless the context
         requires otherwise, or unless otherwise defined.

         ADVANCE means the advance made or to be made under this agreement.

         DRAWDOWN NOTICE means a notice under clause 3.1.

         LIMIT means A$[*] or such greater amount as may be agreed by the
         Trustee, Approved Seller and Manager.

         MASTER TRUST DEED means the deed entitled "Master Trust Deed" between,
         among others, the Trustee and the Manager dated 14 March 1998.

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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         on or before the date of this agreement issued under the Master Trust
         Deed in relation to the Trust.

         PRINCIPAL OUTSTANDING means, at any time, the total principal amount of
         the Advance at that time.

         SECURED MONEYS has the meaning given in the Security Trust Deed.

         SECURITY TRUST DEED means the Security Trust Deed dated on or before
         the date of this agreement between, among others, the Trustee, the
         Manager and P.T. Limited.

         SUPPLEMENTARY TERMS NOTICE means the Supplementary Terms Notice issued
         by the Manager on or about the date of this agreement under the Master
         Trust Deed.

         TRUST means the Crusade Global Trust No. 1 of 2003 constituted under
         the Master Trust Deed and the terms of the Supplementary Terms Notice.

         TRUST DOCUMENT means:

         (a)  this agreement;

         (b)  the Master Trust Deed;

         (c)  the Notice of Creation of Trust;

         (d)  the Supplementary Terms Notice;

         (e)  the Redraw Facility Agreement;

         (f)  the Deed of Indemnity to the extent it relates to the Trust;

         (g)  the Custodian Agreement;

         (h)  the Security Trust Deed to the extent it relates to the Trust;

         (i)  the Servicing Agreement;

         (j)  the Note Trust Deed;

         (k)  the Dealer Agreement;

         (l)  the Agency Agreement;

         (m)  each Note; and

         (n)  the Support Facilities.

         TRUSTEE means the trustee of the Trust at the date of this agreement or
         any person which becomes a successor trustee under clause 20 of the
         Master Trust Deed.

1.2      MASTER TRUST DEED DEFINITIONS

         Words and expressions which are defined in the Master Trust Deed (as
         amended by the Supplementary Terms Notice) and the Supplementary Terms
         Notice (including in each case by reference to another agreement) have
         the same meanings when used in this agreement, unless the context
         otherwise requires or unless otherwise defined in this agreement.

1.3      INTERPRETATION

         Clause 1.2 of the Master Trust Deed applies to this agreement as if set
         out in full, except that references to THIS DEED are references to THIS
         AGREEMENT.

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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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1.4      DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

         Except where otherwise provided in this agreement any determination,
         statement or certificate by the Approved Seller or an Authorised
         Signatory of the Approved Seller provided for in this agreement is
         sufficient evidence unless proven wrong.

1.5      TRANSACTION DOCUMENT

         This agreement is a TRANSACTION DOCUMENT for the purposes of the Master
         Trust Deed.

1.6      LIMITED TO TRUST

         The rights and obligations of the parties under this agreement relate
         only to the Trust, and do not relate to any other Trust (as defined in
         the Master Trust Deed). Without limitation, the Approved Seller has no
         obligation under this agreement to provide financial accommodation to
         the Trustee as trustee of any other such Trust.

1.7      TRUSTEE AS TRUSTEE

         In this agreement, except where provided to the contrary;

         (a)    a reference to the Trustee is a reference to the Trustee in its
                capacity as trustee of the Trust and in no other capacity; and

         (b)    a reference to the undertaking, property, assets, business or
                money of the Trustee is a reference to the undertaking,
                property, assets, business or money of the Trustee in its
                capacity referred to in paragraph (a).

1.8      KNOWLEDGE OF TRUSTEE

         In relation to the Trust, the Trustee will only be considered to have
         knowledge or notice of or be aware of any matter or thing if the
         Trustee has knowledge, notice or awareness of that matter or thing by
         virtue of the actual notice or awareness of the officers or employees
         of the Trustee who have day to day responsibility for the
         administration of the Trust.

1.9      UNSECURED LOAN

         The Approved Seller acknowledges that the Advance is an unsecured loan,
         and does not have the benefit of any Security Interest under the
         Security Trust Deed.

2.       PURPOSE
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         The Manager directs the Trustee to, and the Trustee shall, apply the
         proceeds of the Advance to purchase Receivables specified in any Sale
         Notice and for no other purpose.

3.       DRAWINGS
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3.1      ADVANCE

         (a)    Subject to this agreement, the Manager may direct the Trustee to
                request the Advance by giving to the Trustee a duly completed
                but unsigned Drawdown Notice by no later than 10.00 am on the
                Closing Date (Sydney time).

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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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         (b)   The Drawdown Notice delivered by the Trustee to the Approved
               Seller must be:

               (i)   in writing;

               (ii)  in or substantially in the form of Annexure A; and

               (iii) signed by the Trustee.

          The Trustee must sign, at the direction of the Manager, and return the
          Drawdown Notice to the Manager by no later than 2.00 pm on the Closing
          Date (Sydney time).

         (c)   The amount requested in a Drawdown Notice must not exceed the
               Limit.

3.2      MAKING OF ADVANCE

         (a)   Subject to the terms of this agreement, the Advance shall be made
               available by the Approved Seller applying that amount to the
               purchase price for Receivables under a Sale Notice.

4.       INTEREST AND FEES
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         No interest or fees are payable by the Trustee in relation to the
         Advance or this agreement.

5.       REPAYMENT
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         The Trustee shall, at the direction of the Manager, repay the Principal
         Outstanding on the Business Day immediately following the date on which
         the Secured Moneys are fully and finally repaid, but only to the extent
         that amounts are available for that purpose under clause 5.7 of the
         Supplementary Terms Notice. That payment shall be in full and final
         settlement of the obligations of the Trustee under this agreement.

6.       PAYMENTS
--------------------------------------------------------------------------------

6.1      MANNER

         The Trustee shall make all payments under this agreement:

         (a)   by cheque, electronic funds transfer or other agreed methods,
               provided to the Approved Seller at its address for service of
               notices or by transfer of immediately available funds to the
               account specified by the Approved Seller;

         (b)   without set-off, counterclaim or other deduction, except any
               compulsory deduction for Tax; and

         (c)   in accordance with, and only at the directions of the Manager,
               the Master Trust Deed, the Security Trust Deed and the
               Supplementary Terms Notice.

6.2      PAYMENT TO BE MADE ON BUSINESS DAY

         If any payment is due on a day which is not a Business Day, the due
         date will be the next Business Day.

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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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7.       CONDITIONS PRECEDENT
--------------------------------------------------------------------------------

         (a)   The right of the Trustee to give the initial Drawdown Notice and
               the obligations of the Approved Seller under this agreement are
               subject to the condition precedent that the Approved Seller
               receives all of the following in form and substance satisfactory
               to the Approved Seller:

               (i)   (TRUST DOCUMENTS) from the Manager a certified copy of each
                     duly executed and (where relevant) stamped Trust Document;

               (ii)  (MASTER TRUST DEED CONDITIONS PRECEDENT) from the Manager
                     evidence that the conditions precedent referred to in
                     clause 6 of the Master Trust Deed have been satisfied; and

               (iii) (NOTES) evidence that the Notes have been issued.

         (b)   The obligations of the Approved Seller to make available the
               Advance is subject to the further conditions precedent that:

               (i)   (REPRESENTATIONS TRUE) the representations and warranties
                     by the Trustee in clause 8 are true as at the date of the
                     Drawdown Notice and the date of the Advance as though they
                     had been made at that date in respect of the facts and
                     circumstances then subsisting; and

               (ii)  (NO DEFAULT) no Event of Default is subsisting at the date
                     of the Drawdown Notice or of the Advance or will result
                     from the provision of the Advance.

8.       REPRESENTATIONS AND WARRANTIES
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8.1      REPRESENTATIONS AND WARRANTIES

         The Trustee (in its capacity as trustee of the Trust) makes the
         following representations and warranties (so far as they relate to the
         Trust).

         (a)   (DOCUMENTS BINDING) This agreement constitutes (or will, when
               executed and delivered, constitute) its legal, valid and binding
               obligations (subject to laws generally affecting creditors'
               rights and to general principles of equity).

         (b)   (TRANSACTIONS PERMITTED) The execution of this agreement did not
               and will not contravene any applicable law or authorisation which
               affects the Trustee in its capacity as trustee of the Trust.

         (c)   (OTHER DEFAULT) It has no actual knowledge of any default by it
               or the Manager under either:

               (i)   the Master Trust Deed; or

               (ii)  any law, authorisation, agreement or obligation applicable
                     to the Assets of the Trust,

               which has not been remedied or waived in writing.

         (d)   (TRUST) The Trust has been validly created and is in existence at
               the date of this agreement.

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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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         (e)   (SOLE TRUSTEE) It is the sole trustee of the Trust at the date of
               this agreement.

         (f)   (REMOVAL) 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 Trust.

8.2      RELIANCE ON REPRESENTATIONS AND WARRANTIES

         The Trustee acknowledges that the Approved Seller has entered into the
         Trust Documents in reliance on the representations and warranties in
         this clause.

9.       UNDERTAKINGS
--------------------------------------------------------------------------------

9.1      GENERAL UNDERTAKINGS

         Each of the Trustee and the Manager severally undertake to the Approved
         Seller as follows in relation to the Trust, except to the extent that
         the Approved Seller consents.

         (a)   (AUTHORISATIONS) It will ensure that each Authorisation (which,
               in the case of the Trustee, is limited to any Authorisation
               relating to the Trustee in its capacity as trustee of the Trust
               and not to the Trust generally) required for:

               (i)   the execution, delivery and performance by it of the Trust
                     Documents to which it is expressed to be a party and the
                     transactions contemplated by those documents;

               (ii)  the validity and enforceability of those documents; and

               (iii) the carrying on by it of its business as now conducted or
                     contemplated,

                  is obtained and promptly renewed and maintained in full force
                  and effect. It will pay all applicable fees for them. It will
                  provide copies promptly to the Approved Seller when they are
                  obtained or renewed.

         (b)   (NEGATIVE PLEDGE) It will not create or allow to exist a Security
               Interest over the Assets of the Trust other than:

               (i)   under the Trust Documents; or

               (ii)  a lien arising by operation of law in the ordinary course
                     of day-to-day trading and not securing indebtedness in
                     respect of financial accommodation where it duly pays the
                     indebtedness secured by that lien other than indebtedness
                     contested in good faith.

         (c)   (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with
               its obligations under the Trust Documents.

         (d)   (NOTICE TO APPROVED SELLER) It will notify the Approved Seller as
               soon as it becomes actually aware of any proposal by a Government
               Agency to acquire compulsorily any Assets of the Trust.

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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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9.2      UNDERTAKINGS RELATING TO TRUST

         Each of the Trustee, as trustee of the Trust, and the Manager severally
         undertakes to the Approved Seller as follows, except to the extent that
         the Approved Seller consents.

         (a)   (AMENDMENT TO MASTER TRUST DEED) It will not consent to any
               amendment to the Master Trust Deed, the Supplementary Terms
               Notice or any other Trust Document which would change:

               (i)   the basis upon which the amount of the Advance to be made
                     is calculated;

               (ii)  Clause 5.7 of the Supplementary Terms Notice; or

               (iii) the basis of calculation or order of application of any
                     amount to be paid or applied under clause 5 of the
                     Supplementary Terms Notice unless the change would not be
                     adverse to the Approved Seller in respect of the Advance.

         (b)   (RESETTLEMENT) It will not take any action that will result in a
               resettlement, setting aside or transfer of any asset of the Trust
               other than a transfer which complies with the Master Trust Deed,
               the Supplementary Terms Notice and the other Trust Documents.

         (c)   (NO ADDITIONAL TRUSTEE) It will act continuously as trustee or
               manager (as the case may be) of the Trust in accordance with the
               Master Trust Deed until the Trust has been terminated or until it
               has retired or been removed in accordance with the Master Trust
               Deed.

9.3      TERM OF UNDERTAKINGS

         Each undertaking in this clause continues from the date of this
         agreement until all moneys actually or contingently owing under this
         agreement are fully and finally repaid or cease to be outstanding.

10.      CONTROL ACCOUNTS
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         The accounts kept by the Approved Seller constitute sufficient
         evidence, unless proven wrong, of the amount at any time due from the
         Trustee under this agreement.

11.      WAIVERS, REMEDIES CUMULATIVE
--------------------------------------------------------------------------------

         (a)   No failure to exercise and no delay in exercising any right,
               power or remedy under this agreement operates as a waiver. Nor
               does any single or partial exercise of any right, power or remedy
               preclude any other or further exercise of that or any other
               right, power or remedy.

         (b)   The rights, powers and remedies provided to the Approved Seller
               in this agreement are in addition to, and do not exclude or
               limit, any right, power or remedy provided by law.

12.      SEVERABILITY OF PROVISIONS
--------------------------------------------------------------------------------

         Any provision of this agreement which is prohibited or unenforceable in
         any jurisdiction is ineffective as to that jurisdiction to the extent
         of the prohibition or unenforceability. That does not invalidate the
         remaining provisions of this agreement nor affect the validity or
         enforceability of that provision in any other jurisdiction.

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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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13.      SURVIVAL OF REPRESENTATIONS
--------------------------------------------------------------------------------

         All representations and warranties in this agreement survive the
         execution and delivery of this agreement and the provision of advances
         and accommodation.

14.      INDEMNITY AND REIMBURSEMENT OBLIGATION
--------------------------------------------------------------------------------

         Unless stated otherwise, each indemnity, reimbursement or similar
         obligation in this agreement:

         (a)   is a continuing obligation;

         (b)   is a separate and independent obligation;

         (c)   is payable on demand; and

         (d)   survives termination or discharge of this agreement.

15.      MORATORIUM LEGISLATION
--------------------------------------------------------------------------------

         To the full extent permitted by law all legislation which at any time
         directly or indirectly:

         (a)   lessens, varies or affects in favour of the Trustee any
               obligation under a Trust Document; or

         (b)   delays, prevents or prejudicially affects the exercise by the
               Approved Seller of any right, power or remedy conferred by this
               agreement,

         is excluded from this agreement.

16.      CONSENTS AND OPINIONS
--------------------------------------------------------------------------------

         Except where expressly stated the Approved Seller may give or withhold,
         or give conditionally, approvals and consents, may be satisfied or
         unsatisfied, may form opinions, and may exercise its rights, powers and
         remedies, at its absolute discretion.

17.      ASSIGNMENTS
--------------------------------------------------------------------------------

         Neither party may assign or transfer any of its rights or obligations
         under this agreement without the prior written consent of the other
         party or if the rating of the Notes would be withdrawn or reduced as a
         result of the assignment, except for the creation of a charge by the
         Trustee under the Security Trust Deed.

18.      NOTICES
--------------------------------------------------------------------------------

         All notices, requests, demands, consents, approvals, agreements or
         other communications to or by a party to this agreement:

         (a)   must be in writing;

         (b)   must be signed by an Authorised Signatory of the sender; and

         (c)   will be taken to be duly given or made:

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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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               (i)   (in the case of delivery in person or by post) when
                     delivered, received or left at the address of the recipient
                     shown in this agreement or to any other address which it
                     may have notified the sender;

               (ii)  (in the case of facsimile transmission) on receipt of a
                     transmission report confirming successful transmission; and

               (iii) (in the case of a telex) on receipt by the sender of the
                     answerback code of the recipient at the end of
                     transmission,

               but if delivery or receipt is on a day on which business is not
               generally carried on in the place to which the communication is
               sent or is later than 4.00 pm (local time), it will be taken to
               have been duly given or made at the commencement of business on
               the next day on which business is generally carried on in that
               place.

19.      AUTHORISED SIGNATORIES
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         The Trustee irrevocably authorises the Approved Seller to rely on a
         certificate by persons purporting to be its directors and/or
         secretaries as to the identity and signatures of its Authorised
         Signatories. The Trustee warrants that those persons have been
         authorised to give notices and communications under or in connection
         with this agreement.

20.      GOVERNING LAW AND JURISDICTION
--------------------------------------------------------------------------------

         This agreement is governed by the laws of New South Wales. The Trustee
         submits to the non-exclusive jurisdiction of courts exercising
         jurisdiction there.

21.      COUNTERPARTS
--------------------------------------------------------------------------------

         This agreement may be executed in any number of counterparts. All
         counterparts together will be taken to constitute one instrument.

22.      ACKNOWLEDGEMENT BY TRUSTEE
--------------------------------------------------------------------------------

         The Trustee confirms that:

         (a)   it has not entered into this agreement in reliance on, or as a
               result of, any statement or conduct of any kind of or on behalf
               of the Approved Seller (including any advice, warranty,
               representation or undertaking); and

         (b)   the Approved Seller is not obliged to do anything (including
               disclose anything or give advice),

         except as expressly set out in this agreement.





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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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23.      LIMITED RECOURSE
--------------------------------------------------------------------------------

23.1     GENERAL

         Clause 30 of the Master Trust Deed applies to the obligations and
         liabilities of the Trustee and the Manager under this agreement.

23.2     LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT TO INDEMNITY

         (a)   The Trustee enters into this agreement only in its capacity as
               trustee of the Trust and in no other capacity (except where the
               Transaction Documents provide otherwise). Subject to paragraph
               (c) below, a liability arising under or in connection with this
               agreement or the Trust can be enforced against the Trustee only
               to the extent to which it can be satisfied out of the assets and
               property of the Trust which are available to satisfy the right of
               the Trustee to be exonerated or indemnified for the liability.
               This limitation of the Trustee's liability applies despite any
               other provision of this agreement and extends to all liabilities
               and obligations of the Trustee in any way connected with any
               representation, warranty, conduct, omission, agreement or
               transaction related to this agreement or the Trust.

         (b)   Subject to paragraph (c) below, no person (including any Relevant
               Party) may take action against the Trustee in any capacity other
               than as trustee of the Trust or seek the appointment of a
               receiver (except under the Security Trust Deed), or a liquidator,
               an administrator or any similar person to the Trustee or prove in
               any liquidation, administration or arrangements of or affecting
               the Trustee.

         (c)   The provisions of this clause 23.2 shall not apply to any
               obligation or liability of the Trustee to the extent that it is
               not satisfied because under a Transaction Document or by
               operation of law there is a reduction in the extent of the
               Trustee's indemnification or exoneration out of the Assets of the
               Trust as a result of the Trustee's fraud, negligence, or Default.

         (d)   It is acknowledged that the Relevant Parties are responsible
               under this agreement or the other Transaction Documents for
               performing a variety of obligations relating to the Trust. No act
               or omission of the Trustee (including any related failure to
               satisfy its obligations under this agreement) will be considered
               fraud, negligence or Default of the Trustee for the purpose of
               paragraph (c) above to the extent to which the act or omission
               was caused or contributed to by any failure by any Relevant Party
               or any person who has been delegated or appointed by the Trustee
               in accordance with the Transaction Documents to fulfil its
               obligations relating to the Trust or by any other act or omission
               of a Relevant Party or any such person.

         (e)   In exercising their powers under the Transaction Documents, each
               of the Trustee, the Security Trustee and the Noteholders must
               ensure that no attorney, agent, delegate, receiver or receiver
               and manager appointed by it in accordance with this agreement or
               any other Transaction Documents has authority to act on behalf of
               the Trustee in a way which exposes the Trustee to any personal
               liability and no act or omission of any such person will be
               considered fraud, negligence, or Default of the Trustee for the
               purpose of paragraph (c) above.


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SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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         (f)   In this clause, RELEVANT PARTIES means each of the Manager, the
               Servicer, the Custodian, the Calculation Agent, each Paying
               Agent, the Note Trustee and the provider of any Support Facility.

         (g)   Nothing in this clause limits the obligations expressly imposed
               on the Trustee under the Transaction Documents.

23.3     UNRESTRICTED REMEDIES

         Nothing in clause 23.2 limits the Approved Seller in:

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

         (b)   obtaining declaratory relief; or

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

23.4     RESTRICTED REMEDIES

         Except as provided in clause 23.3, the Approved Seller shall not:

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

         (b)   (STATUTORY DEMAND) issue any demand under section 459E(1) of the
               Corporations Act 2001 (Cth) (or any analogous provision under any
               other law) against the Trustee;

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

         (d)   (EXECUTION) levy or enforce any distress or other execution to,
               on, or against any assets of the Trustee;

         (e)   (COURT APPOINTED RECEIVER) apply for the appointment by a court
               of a receiver to any of the assets of the Trustee;


         (f)   (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
               set-off or counterclaim against the Trustee; or

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

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

24.      APPROVED SELLER'S OBLIGATIONS
--------------------------------------------------------------------------------

         The Trustee shall have no recourse to the Approved Seller in relation
         to this agreement beyond its terms, and the Approved Seller's
         obligations under this agreement are separate from, and independent of,
         any obligations the Approved Seller may have to the Trustee for any
         other reason (including under any other Trust Document).

25.      SUCCESSOR TRUSTEE
--------------------------------------------------------------------------------

         The Approved Seller shall do all things reasonably necessary to enable
         any successor Trustee appointed under clause 20 of the Master Trust
         Deed to become the Trustee under this agreement.


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                                                                         Page 11


<PAGE>


SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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


EXECUTED in Sydney.

Each attorney executing this agreement states that he or she has no notice of
revocation or suspension of his or her power of attorney.



TRUSTEE

<TABLE>
<CAPTION>

<S>                                              <C>  <C>
SIGNED by                                        )
PERPETUAL TRUSTEES CONSOLIDATED LIMITED          )
                                                 )
by its attorney under the Power of Attorney dated)
                                                 )
the presence of:                                 )
                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name



APPROVED SELLER


SIGNED on behalf of                              )
ST.GEORGE BANK LIMITED                           )
by its attorney under the Power of               )
Attorney dated                                   )
in the presence of:                              )
                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name

</TABLE>



--------------------------------------------------------------------------------
                                                                         Page 12


<PAGE>


SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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

MANAGER

<TABLE>
<CAPTION>

<S>                                              <C>  <C>
SIGNED on behalf of                              )
CRUSADE MANAGEMENT LIMITED                       )
                                                 )
by its attorney under the Power of               )
Attorney dated                                   )
in the presence of:                              )
                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name

</TABLE>





--------------------------------------------------------------------------------
                                                                         Page 13


<PAGE>


SELLER LOAN AGREEMENT                              [Allens Arthur Robinson LOGO]

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



ANNEXURE A


DRAWDOWN NOTICE
--------------------------------------------------------------------------------

To:      ST.GEORGE BANK LIMITED



                 SELLER LOAN AGREEMENT - DRAWDOWN NOTICE NO. [*]

We refer to the Seller Loan Agreement dated on or about [*] 2003 (the FACILITY
AGREEMENT).

Under clause 3.1 of the Facility Agreement we give you irrevocable notice as
follows:

(1)  we wish to draw on the Closing Date;

(2)  the principal amount of the Advance is A$[*]; [NOTE: AMOUNT TO COMPLY WITH
     THE LIMITS IN CLAUSE 3.]

(3)  we request that the proceeds be remitted to account number [*] at [*];

(4)  to the best of our knowledge and, relying on the information provided by
     the Manager, the proceeds of the advance will be used for the purposes
     contemplated in the Facility Agreement;

(5)  all representations and warranties under clause 8 of the Facility Agreement
     are true as though they had been made at the date of this Drawdown Notice
     and the Drawdown Date specified above in respect of the facts and
     circumstances then subsisting.

Definitions in the Facility Agreement apply in this Drawdown Notice.

PERPETUAL TRUSTEES CONSOLIDATED LIMITED

By:                       [Authorised Signatory]

DATED

Verified by CRUSADE MANAGEMENT LIMITED

By:                       [Authorised Signatory]

Dated




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                                                                         Page 14