Exhibit 4.10

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                        National RMBS Trust 200[ ]-[ ]
                        Offer to Sell

Date:                   [                     ]

By:                     NATIONAL AUSTRALIA BANK LIMITED
                        (ABN 12 004 044 937) having its registered office at
                        Level 24, 500 Bourke Street,
                        Melbourne Vic 3000 ("Seller")

In                      favour of: [NAME AND ABN OF ISSUER TRUSTEE]
                        of [address of the Issuer Trustee] in its
                        capacity as trustee of the National RMBS
                        Trust 200[ ]-[ ] ("Issuer Trustee")

1        Definitions and interpretation
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Definitions
                1.1     The following words have these meanings in this offer
                        unless the contrary intention appears:

                        Acceptance Date means the Closing Date.

                        Agreement means the agreement created if and when this
                        offer is accepted.

                        Definitions Schedule means the deed called "National
                        RMBS Trusts Definitions Schedule" dated [        ]
                        and made between the companies described in Schedule 1
                        to that deed (as amended from time to time).

                        Maturity Date means, in respect of a Mortgage Loan,
                        the date specified against that Mortgage Loan in the
                        Annexure to this offer.

                        Purchase Price means an amount equal to the aggregate
                        Outstanding Principal Balance of the Housing Loans
                        comprising part of the Mortgage Loans being sold.

                        Sale Agreement means the Sale Agreement between the
                        Seller and the Issuer Trustee dated on or about the
                        date of this offer.

                        Supplemental Deed means the deed called "National RMBS
                        Trust 200[ ]-[ ] Supplemental Deed" dated on or about
                        the date of this offer and made between (among others)
                        the Seller and the Issuer Trustee.

Interpretation
                1.2     Except to the extent to which words and phrases are
                        otherwise defined in this offer, words and phrases
                        defined in the Supplemental Deed or, if not defined
                        in that deed the Definitions Schedule shall bear the
                        same meaning in this offer.  For the avoidance of
                        doubt, in the event of any inconsistency between a
                        definition in this offer and a definition in the



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                        Supplemental Deed or the Definitions Schedule, the
                        definitions in this offer will prevail.  Any amendment
                        to the Definitions Schedule will only apply to this
                        offer if made in accordance with the Master Trust Deed.

                1.3     Clauses 1.2 to 1.5 (inclusive) of the Definitions
                        Schedule are incorporated into this offer as if those
                        clauses were set out in full with references to "deed"
                        being construed as references to "offer".

2        Offer to sell and acceptance of offer
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Offer
                2.1     The Seller offers to sell to the Issuer Trustee the
                        Seller's rights, title and interest in, to and under
                        the Mortgage Loans identified in the Annexure and
                        the related items referred to in clause 2.4 of the
                        Sale Agreement.

Acceptance
                2.2     The Issuer Trustee can accept this offer by paying
                        the Purchase Price to the account nominated by the
                        Seller in immediately available funds by not later
                        than [       ] on the Acceptance Date and in no
                        other way.

Transfer of title
                2.3     Upon acceptance made in accordance with clause 2.2,
                        and without any further act or instrument by the
                        parties, the Seller's entire right, title and interest
                        in, to and under those items described in clause 2.1
                        above will be transferred and assigned in equity to
                        the Issuer Trustee.

Transfer in equity only
                2.4     Any sale, transfer and assignment of the items
                        described in clause 2.1 above by the Seller to the
                        Issuer Trustee under this offer is in equity only,
                        unless and until the Issuer Trustee takes the actions
                        in respect of the items described in clause 2.1 above
                        in accordance with clause 6.2 of the Sale Agreement.

Agreement
                2.5     Any acceptance by the Issuer Trustee of the offer by
                        the Seller in accordance with this clause 2 will
                        immediately create a legal, valid and binding
                        agreement between the Seller and the Issuer Trustee
                        on the terms and conditions set out in this offer and
                        in the Sale Agreement.

Sale not to amount to assumption of obligations

                2.6     The sale of the items described in clause 2.1 above
                        to the Issuer Trustee as contemplated by this offer
                        and the Sale Agreement does not constitute an
                        assumption by the Issuer Trustee of any obligation or
                        liability of the Seller or of any other person in
                        relation to any Mortgage Loan.

3        Miscellaneous
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Waiver and variation
                3.1     A provision of or a right created under this offer
                        may not be waived or varied except in writing signed
                        by the party or parties to be bound.



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Supervening legislation
                3.2     Any present or future legislation which operates to
                        vary the obligations of the Seller in connection with
                        this offer under or pursuant to this offer with the
                        result that the Issuer Trustee's rights, powers or
                        remedies are adversely affected (including, without
                        limitation, by way of delay or postponement) is
                        excluded except to the extent that its exclusion is
                        prohibited or rendered ineffective by law.

Remedies cumulative
                3.3     The rights, powers and remedies provided in this offer
                        are cumulative with and not exclusive of the rights,
                        powers or remedies provided by law independently of
                        this offer.

4         Governing law, jurisdiction and service of process
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Governing law
                4.1     This offer is governed by the law in force in the
                        Australian Capital Territory and the rights,
                        liabilities and obligations of the Seller and the
                        Issuer Trustee are governed by the laws in force in
                        the Australian Capital Territory.

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

Service of process
                4.3     Without preventing any other mode of service, any
                        document in an action (including, without limitation,
                        any writ of summons or other originating process or
                        any third or other party notice) may be served
                        on any party by being delivered to or left for that
                        party at its address for service of notices under
                        clause 9 of the Sale Agreement.



SIGNED as an offer by the Seller.



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Execution page
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SIGNED by [        ]            )
as attorney for NATIONAL        )
AUSTRALIA BANK LIMITED under    )
power of attorney dated         )
                                )
in the presence of:             )
                                )
............................     )
Signature of witness            )
                                )
............................     )
Name of witness (block letters) )
                                )
............................     )
Address of witness              )       ....................................
                                )       By executing this offer the attorney
............................     )       states that the attorney has received
Occupation of witness           )       no notice of revocation of the power
                                )       of attorney





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Annexure                Mortgage Loans (see clause 2.1)
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               ------------------------------------------------
                                    Dated






                              National RMBS Trust
                                  200[ ]-[ ]
                                 Offer to Sell

                        National Australia Bank Limited
                                  ("Seller")









                           Mallesons Stephen Jaques
                                  Solicitors

                            Governor Phillip Tower
                                1 Farrer Place
                                Sydney NSW 2000
                          Telephone (61 2) 9296 2000
                             Fax (61 2) 9296 3999
                                 DX 113 Sydney
                                 Ref: AAV/SRF



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                                                                             1
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Contents                Offer to Sell
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                        1    Definitions and interpretation                 1

                             Definitions                                    1
                             Interpretation                                 1

                        2    Offer to sell and acceptance of offer          2

                             Offer                                          2
                             Acceptance                                     2
                             Transfer of title                              2
                             Transfer in equity only                        2
                             Agreement                                      2
                             Sale not to amount to assumption of
                                obligations                                 2

                        3    Miscellaneous                                  2

                             Waiver and variation                           2
                             Supervening legislation                        3
                             Remedies cumulative                            3

                        4    Governing law, jurisdiction and
                                service of process                          3

                             Governing law                                  3
                             Jurisdiction                                   3
                             Service of process                             3

                        Annexure    Mortgage Loans (see clause 2.1)         5