Exhibit 10.1
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                              National RMBS Trusts
                              Servicing Agreement

Date:                         [                     ]

Parties:                      NATIONAL GLOBAL MBS MANAGER PTY LTD (ABN 36 102
                              668 226) having an office at Level 24, 500
                              Bourke Street, Melbourne VIC 3000, Australia
                              ("Global Trust Manager")
                              PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000
                              001 007) having its registered office at Level
                              7, 39 Hunter Street, Sydney NSW 2000 ("Issuer
                              Trustee")
                              NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044
                              937) having its registered office at Level 24,
                              500 Bourke Street, Melbourne VIC 3000
                              ("Servicer")

Operative provisions:

Part A - Interpretation

1        Definitions and interpretation
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Definitions

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

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

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

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

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

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                    1.4       By executing this agreement, the parties agree
                              that terms used in any Transaction Document have
                              the meaning given to them in the Definitions
                              Schedule.

Part B - Servicing

2        Servicing of Mortgage Loans and General Servicer Covenants
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Appointment of Servicer

                    2.1       The Issuer Trustee appoints the Servicer to act
                              as servicer and custodian to:

                              (a)       service and administer the Mortgage
                                        Loans of each Relevant Trust; and

                              (b)       to hold any Mortgage Title Documents
                                        in respect of the Mortgage Loans
                                        forming the Assets of the Relevant
                                        Trust as custodian on behalf of the
                                        Issuer Trustee,

                              upon and subject to the terms of this agreement
                              and the Supplemental Deed for the Relevant
                              Trust. By executing the relevant Supplemental
                              Deed, the Servicer shall be taken to have
                              accepted that appointment, and agreed to perform
                              the role of Servicer in relation to that
                              Relevant Trust in accordance with this
                              agreement.

                    2.2       The appointment of the Servicer under clause 2.1
                              in respect of a Relevant Trust applies in
                              relation to the Mortgage Loans which are
                              acquired by the Issuer Trustee in accordance
                              with a Secondary Sale Agreement and a Secondary
                              Offer to Sell in respect of that Relevant Trust.
                              The Servicer's actions in servicing the Mortgage
                              Loans according to the relevant Servicing
                              Procedures are binding on the Issuer Trustee.
                              The Servicer must hold the Mortgage Title
                              Documents as custodian on behalf of the Issuer
                              Trustee until a Title Perfection Event or
                              Servicer Termination Event occurs.

Servicer's Obligations
                    2.3       The Servicer must service the Mortgage Loans of
                              each Relevant Trust and otherwise carry out and
                              perform its duties and obligations under the
                              Transaction Documents in respect of the Mortgage
                              Loans of each Relevant Trust:

                              (a)       in accordance with all applicable
                                        laws;

                              (b)       in accordance with the provisions of
                                        this agreement;

                              (c)       with the same degree of diligence and
                                        care expected of an appropriately
                                        qualified and prudent servicer of
                                        similar financial products and
                                        custodian of documents; and

                              (d)       subject to paragraphs (a), (b) and (c)
                                        above, in accordance with the
                                        Servicing Procedures, which are under
                                        regular review and may change from
                                        time to time as a result of business
                                        changes, or legislative and regulatory
                                        changes.
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                              No other provision of this clause 2 limits the
                              obligations of the Servicer in this clause 2.3.

                    2.4       In performing its duties, the Servicer must
                              comply with all reasonable instructions given by
                              the Issuer Trustee or the Global Trust Manager
                              (on behalf of the Issuer Trustee).

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

Servicer agrees to perform duties
                    2.6       The Servicer agrees to carry out and perform its
                              duties and obligations contained in this
                              agreement in respect of the Mortgage Loans of a
                              Relevant Trust until the earlier of:

                              (a)       the date of its retirement or removal
                                        as Servicer in accordance with this
                                        agreement; and

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

Powers
                    2.7       The Servicer has the express power during the
                              term of its appointment in respect of each
                              Relevant Trust:

                              (a)       to waive any fees and break costs
                                        which may be collected in the ordinary
                                        course of servicing the Mortgage
                                        Loans, or to arrange the rescheduling
                                        of interest due and unpaid following a
                                        default under any Mortgage Loans;

                              (b)       to waive any right in respect of the
                                        Mortgage Loans in the ordinary course
                                        of servicing the Mortgage Loans,
                                        including according to its normal
                                        collection procedures; and

                              (c)       to extend the maturity date of a
                                        Housing Loan beyond 30 years from the
                                        date of origination when required to
                                        do so by law or a Governmental Agency,
                                        regardless of whether the extension
                                        may have an Adverse Effect.

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

                              (a)       if directed by the Issuer Trustee
                                        following a Title Perfection Event,
                                        promptly take action to protect the
                                        Issuer Trustee's interest in, and
                                        title to, the Mortgage Loans in the
                                        Mortgage Portfolio;

                              (b)       take such action as is required to
                                        protect or enforce the terms of any
                                        Mortgage Loan forming part of the
                                        Assets of the Relevant Trust or
                                        otherwise exercise any rights
                                        conferred under

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                                        documentation or at law in relation to
                                        the Mortgage Loan and take such action
                                        and incur such expenses as are
                                        necessary for such protection,
                                        enforcement or exercise of rights
                                        (including legal action for the
                                        recovery of damages, whether in
                                        relation to the Mortgage Loan or the
                                        performance by any party of its duties
                                        and obligations under the Transaction
                                        Documents for the Relevant Trust) to
                                        the extent it determines to be
                                        appropriate;

                              (c)       (if applicable) if the Global Trust
                                        Manager is obliged to direct the
                                        Servicer to set the interest rate
                                        charged (if that rate is a variable
                                        rate) on or any fees payable in
                                        respect of each Housing Loan of the
                                        Relevant Trust under the relevant
                                        Supplemental Deed, then the Servicer
                                        will comply with such direction;

                              (d)       prepare and collate all reasonably
                                        necessary performance statistics of
                                        the Mortgage Loans for the Relevant
                                        Trust;

                              (e)       provide to the Issuer Trustee and the
                                        Global Trust Manager promptly from
                                        time to time such information,
                                        documents, records, reports or other
                                        information relating to the Mortgage
                                        Loans of the Relevant Trust or the
                                        operations of the Servicer as may be
                                        reasonably requested by either of them
                                        and upon reasonable notice and at
                                        reasonable times permit the Issuer
                                        Trustee to inspect the data and
                                        records in relation to the Relevant
                                        Trust and the Loan Agreements,
                                        Mortgages and Mortgage Title
                                        Documents;

                              (f)       subject to the terms of the relevant
                                        Supplemental Deed, on behalf of the
                                        Issuer Trustee, make reasonable
                                        efforts to collect all Collections
                                        received by it in respect of each
                                        Mortgage Loan and each Mortgage
                                        Insurance Policy of the Relevant Trust
                                        and remit any such Collections
                                        received by the Servicer to the
                                        relevant Collections Account on or
                                        before the Payment Date relating to
                                        that Collection Period in the manner
                                        required by the relevant Supplemental
                                        Deed;

                              (g)       maintain any loan account in respect
                                        of any Mortgage Loan of the Relevant
                                        Trust and give all notices, documents
                                        or statements required to be given
                                        under the Servicing Procedures to the
                                        relevant Debtor;

                              (h)       with respect to any Mortgage Insurance
                                        Policy:

                                        (i)       promptly prepare and make
                                                  claims under the Mortgage
                                                  Insurance Policy when it or
                                                  the Issuer Trustee is
                                                  entitled to do so under the
                                                  terms of the Mortgage
                                                  Insurance Policy or under
                                                  the terms of the Transaction
                                                  Documents, as the case may
                                                  be, and notify the Global
                                                  Trust Manager when each
                                                  claim of this type is made;

                                        (ii)      not, without the consent of
                                                  the Issuer Trustee, do
                                                  anything which could
                                                  reasonably be expected to
                                                  prejudicially affect or
                                                  limit its rights or the
                                                  rights of the Issuer Trustee
                                                  under, or in respect of, the
                                                  Mortgage
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                                                  Insurance Policy to the
                                                  extent those rights
                                                  relate to those Mortgage
                                                  Loans;

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

                                        (iv)      take any action that it is
                                                  required to take under the
                                                  Servicing Procedures to
                                                  ensure that the Mortgage
                                                  Insurance Policy is in force
                                                  at all times after the date
                                                  of this agreement;

                              (i)       not, without the consent of the
                                        Security Trustee, consent to the
                                        creation or existence of a Security
                                        Interest in the Mortgage Loans of the
                                        Relevant Trust to a third party which
                                        ranks pari passu or before the
                                        interest of the Security Trustee or
                                        allow the creation or existence of any
                                        other Security Interest in the
                                        Mortgage Loans, unless priority
                                        arrangements are entered into with the
                                        third party under which the third
                                        party acknowledges that the Security
                                        Trustee's Security Interest in the
                                        relevant Mortgage Loan ranks ahead in
                                        priority to the third party's Security
                                        Interest on enforcement for an amount
                                        not less than the Outstanding
                                        Principal Balance of the relevant
                                        Housing Loan plus any additional
                                        amount the Servicer determines
                                        according to the Servicer's Servicing
                                        Procedures manual or its ordinary
                                        course of business;

                              (j)       electronically identify all Mortgage
                                        Loans of the Relevant Trust in its
                                        electronic database in order to
                                        identify the Collections and other
                                        relevant cashflows in respect of the
                                        Mortgage Loans;

                              (k)       notify the Issuer Trustee, each
                                        Current Rating Agency and the Global
                                        Trust Manager of:

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

                                        (ii)      the occurrence of a Servicer
                                                  Termination Event;

                                        (iii)     the occurrence of anything
                                                  else which the Global Trust
                                                  Manager reasonably requires
                                                  regarding any proposed
                                                  modification to any Mortgage
                                                  Loan; and

                                        (iv)      any material breach of the
                                                  Servicing Procedures by the
                                                  Servicer in relation to the
                                                  servicing of the Mortgage
                                                  Loans of the Relevant Trust,

                                        promptly after becoming aware of such
                                        event;

                              (l)       perform any obligations imposed upon
                                        the Servicer under a relevant
                                        Supplemental Deed or as otherwise
                                        agreed between the Issuer Trustee, the
                                        Global Trust Manager and the Servicer;
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                              (m)       maintain in effect all qualifications,
                                        consents, licences, permits,
                                        approvals, exemptions, filings and
                                        registrations as may be required under
                                        any applicable law in order to
                                        properly service the Mortgage Loans
                                        and to perform and comply with its
                                        obligations under this agreement;

                              (n)       subject to the terms of the relevant
                                        Supplemental Deed, continue to act in
                                        its capacity as Servicer of a Relevant
                                        Trust after a Title Perfection Event
                                        has occurred in respect of that
                                        Relevant Trust; and

                              (o)       not, except as required by law,
                                        release a Debtor or discharge any
                                        Mortgage Loan where it would have an
                                        Adverse Effect.

Servicer's Statement
                    2.9       Prior to each Determination Date, in respect of
                              each Relevant Trust, the Servicer will prepare
                              and submit to the Global Trust Manager a
                              statement in the form agreed from time to time
                              between the Global Trust Manager and the
                              Servicer ("Servicer's Statement").

Provision of information

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

Proposed amendments to Servicing Procedures

                    2.11      The Servicer must deliver copies of all proposed
                              material amendments to the Servicing Procedures
                              which relate to the Servicer's credit and risk
                              policy in respect of the Mortgage Loans then
                              comprising Assets of a Relevant Trust to the
                              Current Rating Agencies, the Issuer Trustee and
                              the Global Trust Manager at least 10 Business
                              Days prior to the date the changes are intended
                              to take effect. The adoption of those amendments
                              by the Servicer takes effect upon the earlier to
                              occur of the following (or if the earlier to
                              occur of the following occurs before the
                              proposed date for the changes to take effect,
                              then on the proposed date for the changes to
                              take effect):

                              (a)       (Current Rating Agencies
                                        confirmation): the Current Rating
                                        Agencies confirm in writing that the
                                        adoption of those amendments will not
                                        result in an Adverse Rating Effect;
                                        and

                              (b)       (10 Business Days after delivery): the
                                        date being 10 Business Days after the
                                        delivery of the amendments to the
                                        Current Rating Agencies, unless the
                                        Servicer has received notice from a
                                        Current Rating Agency during that
                                        period of its intention not to confirm
                                        in writing that the adoption of those
                                        amendments will not result in a
                                        reduction, qualification or withdrawal
                                        of the credit ratings then assigned by
                                        them to the Notes of the Relevant
                                        Trust.

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Delegation by the Servicer
          2.12      The Servicer has the power to delegate or subcontract in
                    relation to some or all of its obligations under this
                    agreement. Despite any delegation, the Servicer remains
                    liable for the servicing of the Mortgage Loans in respect
                    of a Relevant Trust in accordance with the Transaction
                    Documents.

          2.13      The Servicer may appoint a person as its agent to hold
                    Mortgage Title Documents. The Servicer will be liable for
                    the acts or omissions of any such agent.

Adverse Effect
          2.14      In performing any services under this agreement the
                    Servicer will consider whether its performance of these
                    services does or does not have an Adverse Effect. The
                    Servicer may ask the Issuer Trustee or the Global Trust
                    Manager if any action or inaction on its part is
                    reasonably likely to, or will, have an Adverse Effect, and
                    may rely upon any statement by the Issuer Trustee or the
                    Global Trust Manager to that effect. The Servicer shall
                    not be liable for a breach of this agreement, or be liable
                    under any indemnity, in relation to any action or inaction
                    on its part, where it has been notified by the Issuer
                    Trustee or the Global Trust Manager that the action or
                    inaction is not reasonably likely to, or will not have, an
                    Adverse Effect.

3        Servicer Termination Event and retirement of Servicer
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Servicer Termination Event

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

                    (a)       the Servicer fails to remit, or pay, any amount
                              due by it in respect of that Relevant Trust in
                              accordance with the Transaction Documents for
                              that Relevant Trust within 10 Business Days of
                              receipt of a notice from either the Issuer
                              Trustee or the Global Trust Manager to do so,
                              except where that amount is subject to a good
                              faith dispute between the Servicer, the Issuer
                              Trustee or the Global Trust Manager;

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

                    (c)       the Servicer fails to observe or perform any
                              term, covenant, condition or obligation imposed
                              on it under the Transaction Documents in respect
                              of the Relevant Trust (other than those referred
                              to in clause 3.1(a)), where such failure has
                              had, or if continued, will have an Adverse
                              Effect in respect of the Relevant Trust and
                              continues unremedied for a period of 30 days
                              after a notice is delivered to the Servicer by
                              the Issuer Trustee or the Global Trust Manager
                              (or such longer period as may be agreed between
                              the Servicer and the Issuer Trustee);

                    (d)       any representation, warranty or certification
                              made by the Servicer is incorrect when made and
                              is not waived by the Issuer Trustee or remedied
                              to the Issuer Trustee's reasonable satisfaction
                              within 90 days after notice from the Issuer
                              Trustee

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                              and the Issuer Trustee determines that breach
                              would have an Adverse Effect in respect of the
                              Relevant Trust; and

                    (e)       it becomes unlawful for the Servicer to perform
                              the services under this agreement in respect of
                              the Relevant Trust.

                              The Issuer Trustee may at its discretion waive
                              any Servicer Termination Event in respect of a
                              Relevant Trust. The Global Trust Manager must
                              notify the Issuer Trustee upon the Global Trust
                              Manager becoming actually aware of any Servicer
                              Termination Event in respect of a Relevant
                              Trust.

Termination of Servicing Agreement

          3.2       This agreement will terminate in respect of a Relevant
                    Trust on the earlier of:

                    (a)       the date on which this agreement is terminated
                              by the Issuer Trustee if a Servicer Termination
                              Event occurs in respect of that Relevant Trust;

                    (b)       the date which is 1 month after the Notes in
                              relation to that Relevant Trust have been
                              redeemed in full under the Transaction Documents
                              for that Relevant Trust and the Issuer Trustee
                              ceases to have any obligation to any creditor in
                              relation to that Relevant Trust;

                    (c)       the date on which the Issuer Trustee replaces
                              the Servicer with an eligible successor servicer
                              pursuant to this agreement in respect of that
                              Relevant Trust; and

                    (d)       the date on which the Servicer is replaced due
                              to its resignation or removal pursuant to this
                              agreement in respect of that Relevant Trust.

Termination of Servicer's appointment and transfer of servicing obligations
          3.3       Upon the occurrence of a Servicer Termination Event in
                    respect of a Relevant Trust, the Issuer Trustee must
                    immediately by notice to the Servicer, the Global Trust
                    Manager, the Seller and the Current Rating Agencies remove
                    the Servicer as servicer in respect of the Relevant Trust
                    under the Transaction Documents, terminate immediately all
                    of the Servicer's rights and obligations under the
                    Transaction Documents (including in relation to any
                    Mortgage Loans) for the Relevant Trust and terminate this
                    agreement in respect of the Relevant Trust.

Voluntary Retirement of Servicer
          3.4       The Servicer must give to the Issuer Trustee, the Current
                    Rating Agencies, the Seller and the Global Trust Manager 3
                    months' notice in writing of its intention to retire as
                    Servicer in respect of a Relevant Trust or such lesser
                    time as the Servicer and the Issuer Trustee agree.

Appointment of Substitute Servicer
          3.5       Upon the removal or retirement of the Servicer, the
                    Servicer, the Issuer Trustee and the Global Trust Manager
                    must use all reasonable endeavours to appoint a
                    replacement servicer (in this clause 3, the

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                    "Substitute Servicer") provided that the appointment of
                    such Substitute Servicer will not result in an Adverse
                    Effect.

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

Issuer Trustee act as Servicer
          3.7       Until the appointment of the Substitute Servicer is
                    complete or a Substitute Servicer has not been appointed
                    by the expiration of the 3 months notice period referred
                    to in clause 3.4, the Issuer Trustee must act as Servicer.
                    The Issuer Trustee is entitled to receive the fee payable
                    in accordance with clause 6.1 for the period during which
                    the Issuer Trustee so acts.

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

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

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

Release
          3.11      When it retires or is removed, the Servicer is released
                    from all obligations in relation to each Relevant Trust
                    arising after the date of its retirement or removal
                    becoming effective, other than its obligations under
                    clause 3.10.

Title Perfection Event
          3.12      Subject to the terms of the relevant Supplemental Deed and
                    this agreement, the Servicer will continue to act in its
                    capacity as Servicer of

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                    a Relevant Trust after a Title Perfection Event has
                    occurred in respect of that Relevant Trust.

4        Custodian
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Standard
          4.1       The Servicer's duties and responsibilities in its capacity
                    as custodian under this agreement are to:

                    (a)       hold as custodian under this agreement at the
                              direction of the Issuer Trustee each Mortgage
                              Title Document that it may receive on behalf of
                              the Issuer Trustee pursuant to a Transaction
                              Document in accordance with its standard
                              safe-keeping practices and in the same manner
                              and to the same extent as it holds its own
                              documents;

                    (b)       ensure that each Mortgage Title Document is
                              capable of identification and is kept in a
                              separate file in secure premises and held
                              separate from any other documents held by the
                              Servicer for another Trust or otherwise;

                    (c)       maintain a record of the physical movement of
                              the relevant documents; and

                    (d)       ensure that it is capable of locating security
                              packets containing the relevant documents.

Information Indemnity
          4.2       If the Servicer:

                    (a)       fails to supply adequate information; or

                    (b)       supplies inaccurate or incomplete information,

                    in any Servicer's Statement or any computer files
                    delivered together with a Servicer's Statement and as a
                    result the Issuer Trustee is unable (when entitled to do
                    so under this agreement and the Master Trust Deed) to
                    lodge and register Transfers upon the occurrence of a
                    Title Perfection Event, then the Servicer indemnifies the
                    Issuer Trustee for all actions, loss, damage, costs,
                    charges and expenses suffered as a result.

Auditor review
          4.3       The Global Trust Manager must retain the Auditor of the
                    Relevant Trust to conduct periodic reviews (at the
                    intervals determined in accordance with clause 4.6) in
                    respect of the Servicer's role as custodian under this
                    agreement. The Auditor must review:

                    (a)       the custodial procedures adopted by the
                              Servicer; and

                    (b)       the accuracy of information in respect of the
                              Mortgage Loans contained in the most recent
                              Servicer's Statement or on the computer diskette
                              accompanying the most recent Servicer's
                              Statement.
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          4.4

                    (a)       In respect of the review referred to in clause
                              4.3(a), the Global Trust Manager must instruct
                              the Auditor of the Relevant Trust that its
                              review should consist of reporting on whether:

                              (i)       the Mortgage Loans forming part of the
                                        Assets of the Relevant Trust are
                                        capable of identification and are
                                        distinguishable from the other assets
                                        of the Servicer;

                              (ii)      controls exist such that the Mortgage
                                        Title Documents relating to such
                                        Mortgage Loans may not be removed or
                                        tampered with except with appropriate
                                        authorisation; and

                              (iii)     an appropriate tracking system is in
                                        place and such that the location of
                                        the security packages containing the
                                        Mortgage Title Documents in respect of
                                        the Mortgage Loans of the Relevant
                                        Trust can be detected at any time.

                    (b)       In respect of the review referred to in clause
                              4.3(b), the Global Trust Manager must instruct
                              the Auditor of the Relevant Trust to review a
                              sample of security packets containing the
                              Mortgage Title Documents in respect of the
                              Mortgage Loans then forming part of the Assets
                              of the Relevant Trust to determine whether they
                              contain the following:

                              (i)       an original counterpart of the
                                        corresponding Mortgage and each
                                        Collateral Security; and

                              (ii)      the certificate of title (if any) in
                                        respect of the Land the subject of the
                                        Mortgage.

                              If such security packets do not contain any of
                              the foregoing, the Auditor must determine if
                              there is any adequate explanation regarding the
                              documents not in the security packets or whether
                              the security packets or the Servicer's records
                              indicate the location of the missing documents.
                              The Global Trust Manager must instruct the
                              Auditor to confirm (after having conducted the
                              above review) the accuracy of the information in
                              respect of the Mortgage Loans contained in the
                              Servicer's Statement and the computer diskette
                              referred to in clause 4.3.

Document Custody Audit Report

          4.5       The Global Trust Manager must instruct the Auditor of the
                    Relevant Trust to provide a document custody audit report
                    ("Document Custody Audit Report") to the Issuer Trustee in
                    which the Auditor, based on its reviews referred to in
                    clause 4.3, specifies a grade of the overall custodial
                    performance by the Servicer, based on the following
                    grading system:

                    (a)       good - all control procedures and accuracy of
                              information in respect of Mortgage Loans testing
                              completed without exception;

<PAGE>
                                                                            12
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                    (b)       satisfactory - minor exceptions noted;

                    (c)       improvement requirement:

                              (i)       base internal controls are in place
                                        but a number of issues were identified
                                        that need to be resolved for controls
                                        to be considered adequate; and/or

                              (ii)      testing of the information in respect
                                        of Mortgage Loans identified a number
                                        of minor exceptions which are the
                                        result of non-compliance with the
                                        control system; or

                    (d)       adverse - major deficiencies in internal
                              controls were identified. Cannot rely on the
                              integrity of the information in respect of
                              Mortgage Loans in the Servicer's Statement.

Timing of Document Custody Audit Reports
          4.6       The Global Trust Manager must instruct the Auditor of the
                    Relevant Trust to prepare a Document Custody Audit Report
                    every year after the first Closing Date (or such other
                    period as may be agreed by the Global Trust Manager, the
                    Issuer Trustee and the Current Rating Agency). The Global
                    Trust Manager must require the Auditor to deliver a copy
                    of each such Document Custody Audit Report to the Global
                    Trust Manager and the Servicer.

Adverse Document Custody Audit Report
          4.7       If the Auditor issues a Document Custody Audit Report
                    which has a finding of "adverse" in relation to the
                    Servicer's custodial procedures, identification of
                    documents, security and tracking of systems, the Servicer
                    must notify the Australian Prudential Regulatory Authority
                    of such report and the Global Trust Manager must instruct
                    the Auditor to conduct a further Document Custody Audit
                    Report no sooner than 1 month but no later than 2 months
                    after the date of receipt by the Global Trust Manager of
                    the "adverse" Document Custody Audit Report. The Global
                    Trust Manager must instruct the Auditor to deliver the
                    further Document Custody Audit Report to the Issuer
                    Trustee, with a copy to the Global Trust Manager and the
                    Servicer. The Servicer must then forward a copy of the
                    further Document Custody Audit Report to the Australian
                    Prudential Regulatory Authority (and confirm in writing to
                    the Global Trust Manager and the Issuer Trustee that it
                    has done so).

Custody Transfer Event
          4.8       The Issuer Trustee may terminate the Servicer's
                    appointment as custodian if any of the following occurs:

                    (a)       the Servicer has not complied with the
                              requirements of this agreement to the
                              satisfaction of the Auditor and a further
                              Document Custody Audit Report pursuant to clause
                              4.7 is "adverse";

                    (b)       the long-term rating of the Servicer is
                              downgraded below the following rating levels for
                              each Relevant Trust:

                              (i)       "BBB" by S&P;

<PAGE>
                                                                            13
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                              (ii)      "BBB" by Fitch; or

                              (iii)     "Baa2" by Moody's;

                    (c)       the Servicer is in default under a servicing
                              agreement between it and any other person, and
                              by reason of the default that other person
                              removes any documents in the Servicer's custody
                              under the servicing agreement where that person
                              would otherwise not have been entitled to do so;
                              or

                    (d)       a Servicer Termination Event has occurred and
                              continues to exist.

                    The Issuer Trustee must immediately upon
                    becoming actually aware of the occurrence of any
                    of the events listed in this clause deliver a
                    notice to the Servicer of the occurrence of the
                    relevant event. Upon receipt of such notice the
                    Servicer must transfer custody of the Mortgage
                    Title Documents relating to the Mortgage Loans
                    then forming part of the Assets of the Relevant
                    Trust held by it to the Issuer Trustee or
                    another custodian nominated by the Issuer
                    Trustee and approved by the Global Trust
                    Manager. If the Servicer has not done so within
                    10 Business Days of the date of termination of
                    this agreement or such longer period as the
                    Issuer Trustee in its reasonable discretion
                    permits, the Issuer Trustee may, in such
                    circumstances, commence legal proceedings to
                    obtain possession of the Mortgage Title
                    Documents or enter into the premises of the
                    Servicer or its agents at which the Mortgage
                    Title Documents are stored and take away from
                    such premises the Mortgage Title Documents
                    relating to the Mortgage Loans then forming part
                    of the Assets of the Relevant Trust.

                    Subject to clause 4.9, this requirement will be
                    treated as being satisfied if, within 7 days of
                    the above notice being received, all Mortgage
                    Title Documents in relation to at least 90% (by
                    number) of the Mortgage Loans are delivered to
                    the Issuer Trustee.

<PAGE>
                                                                            14
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Exceptions
          4.9       The obligations to deliver Mortgage Title Documents under
                    this clause do not extend to such documents which the
                    Servicer can prove, to the reasonable satisfaction of the
                    Issuer Trustee, are deposited with a solicitor or title
                    insurer (acting on behalf of the Servicer), a land titles
                    office, a stamp duties office or any other Governmental
                    Agency. The Servicer must provide a list of such documents
                    to the Issuer Trustee together with any which have been
                    lost within 10 Business Days of the above notice having
                    been received by it. In respect of Mortgage Title
                    Documents that are so deposited, the Servicer must deliver
                    these to the Issuer Trustee immediately upon receipt from
                    the solicitor, title insurer or relevant office and, in
                    respect of Mortgage Title Documents that are lost, the
                    Servicer must take all reasonable steps satisfactory to
                    the Issuer Trustee to promptly replace such Mortgage Title
                    Documents.

Failure to comply
          4.10      If the Servicer does not comply with the requirements of
                    clause 4.8 within the specified time limit, the Issuer
                    Trustee must to the extent to which it has information
                    available to it at the time:

                    (a)       execute and lodge caveats in respect of all Land
                              or Mortgages (as the case may be) for which all
                              Mortgage Title Documents in respect of the
                              Relevant Trust have not been delivered; and

                    (b)       initiate legal proceedings to take possession of
                              the Mortgage Title Documents in respect of the
                              Relevant Trust that have not been delivered,

                    and to the extent that the Issuer Trustee cannot do so, as
                    a result of not having information available to it to do
                    so, the indemnity in clause 4.2 applies.

                    Without limiting any right of indemnity which the Issuer
                    Trustee may have from the Servicer, the Issuer Trustee
                    must discontinue any legal proceedings commenced in
                    accordance with this clause if the relevant Mortgage Title
                    Documents are delivered to the Issuer Trustee.

Emergency Document transfer
          4.11      If a Title Perfection Event occurs and is notified to the
                    Servicer in accordance with this agreement then, subject
                    to clause 4.12, the Servicer must as soon as practicable
                    after receipt of such notice, transfer custody of the
                    Mortgage Title Documents relating to the Mortgage Loans
                    then forming part of the Assets of the Relevant Trust held
                    by it, to the Issuer Trustee or to another custodian
                    nominated by the Issuer Trustee and approved by the Global
                    Trust Manager. The Issuer Trustee may, in such
                    circumstances, commence legal proceedings to obtain
                    possession of the Mortgage Title Documents or enter into
                    the premises of the Servicer or its agents at which the
                    Mortgage Title Documents are stored and take away from
                    such premises the Mortgage Title Documents relating to the
                    Mortgage Loans then forming part of the Assets of the
                    Relevant Trust.

<PAGE>
                                                                            15
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Exceptions to Emergency Transfer
          4.12      The obligations of the Servicer to deliver Mortgage Title
                    Documents to the Issuer Trustee do not extend to such
                    documents which the Servicer can prove, to the reasonable
                    satisfaction of the Issuer Trustee, are deposited with a
                    solicitor or title insurer (acting on behalf of the
                    Servicer), a land titles office, a stamp duties office or
                    any other Governmental Agency. The Servicer must provide a
                    list of such documents to the Issuer Trustee together with
                    any which have been lost within 10 Business Days of the
                    above notice having been received by it. In respect of
                    Mortgage Title Documents that are so deposited, the
                    Servicer must deliver these to the Issuer Trustee
                    immediately upon receipt from the solicitor, title insurer
                    or relevant office and, in respect of Mortgage Title
                    Documents that are lost, the Servicer must take all
                    reasonable steps satisfactory to the Issuer Trustee to
                    promptly replace such Mortgage Title Documents.

Indemnity
          4.13      The Servicer indemnifies the Issuer Trustee against all
                    loss, costs, damages, charges and expenses incurred by the
                    Issuer Trustee:

                    (a)       as a result of a breach by the Servicer of
                              clause 4.8 or clause 4.11; or

                    (b)       in connection with the Issuer Trustee taking the
                              action referred to in clauses 4.8, 4.10 or 4.11,

                    including all registration fees, stamp duty, legal fees
                    and disbursements (charged at the usual commercial rates
                    of the relevant legal services provider), transport costs
                    and the cost of preparing and transmitting all necessary
                    documentation. If the Servicer breaches its obligations
                    under clauses 4.8 to 4.12 it is agreed that damages alone
                    will not be an adequate remedy for such a breach and that
                    the Issuer Trustee is entitled to specific performance by
                    the Servicer.

Issuer Trustee to co-operate with Servicer
          4.14      If the Issuer Trustee holds any Mortgage Title Document
                    and if the Issuer Trustee receives from the Servicer a
                    satisfactory undertaking, the Issuer Trustee must release
                    to the Servicer from time to time such Mortgage Title
                    Documents as are reasonably required by the Servicer to
                    perform its obligations as Servicer under this agreement.

Issuer Trustee's duty while holding Mortgage Title Documents
          4.15      While the Issuer Trustee holds any Mortgage Title
                    Documents, it must hold them in accordance with its
                    standard safekeeping practices and in the same manner and
                    to the same extent as it holds equivalent mortgage
                    documents as trustee.

Reappointment of Servicer as Custodian
          4.16      If following a Servicer Termination Event:

                    (a)       the Issuer Trustee is satisfied, notwithstanding
                              the occurrence of the Servicer Termination
                              Event, that the Servicer is an appropriate
                              person to act as custodian of the Mortgage Title
                              Documents; and

<PAGE>
                                                                            16
------------------------------------------------------------------------------

                    (b)       the Current Rating Agency confirms that the
                              appointment of the Servicer to act as custodian
                              of the Mortgage Title Documents will not have an
                              Adverse Rating Effect,

                    then the Issuer Trustee may by agreement with the Servicer
                    appoint the Servicer to act as custodian of the Mortgage
                    Title Documents upon such terms as are agreed between the
                    Issuer Trustee and the Servicer and approved by the Global
                    Trust Manager.

5        Servicer's liability
---------------------------------------------------------------------------
No liability

          5.1       The Servicer is not liable for any loss suffered by a
                    Secured Creditor or a Unitholder except to the extent that
                    such loss may be caused by:

                    (a)       a breach by the Servicer of its obligations
                              under this agreement or the relevant
                              Supplemental Deed in respect of the Relevant
                              Trust; or

                    (b)       an act or omission by any delegate of the
                              Servicer appointed in connection with clause
                              2.13 or 2.14 of this agreement.

Indemnity
          5.2       The Servicer indemnifies the Issuer Trustee in respect of
                    a Relevant Trust in respect of all costs, damages, losses
                    and expenses incurred as a result of any Servicer
                    Termination Event (including, without limitation, in
                    relation to that Relevant Trust the costs of the
                    appointment of a new Servicer in accordance with clause 3)
                    or a failure by the Servicer to perform its duties under
                    this agreement except to the extent such costs, damages,
                    losses or expenses are incurred as a result of the fraud,
                    negligence or breach of trust of the Issuer Trustee.

6        Remuneration and expenses
---------------------------------------------------------------------------
Servicer fees
          6.1       The Servicer is entitled to a fee from the Assets of the
                    Relevant Trust for performing its functions and duties
                    under this agreement in respect of each Relevant Trust, in
                    an amount calculated and payable in accordance with the
                    relevant Supplemental Deed.

Expenses
          6.2       Unless paid by or on behalf of the relevant Debtor, the
                    Servicer will pay from its servicing fee all reasonable
                    expenses incurred in connection with servicing the
                    Mortgage Loans of a Relevant Trust including expenses
                    related to the collection of the Mortgage Loans, but
                    excluding any expenses relating to the enforcement and
                    recovery of Mortgage Loans provided that where the consent
                    of a Mortgage Insurer is required in order for an expense
                    to be reimbursed by that Mortgage Insurer, that consent
                    must be obtained.

          6.3       All expenses reasonably and properly incurred by the
                    Servicer in connection with the enforcement and recovery
                    of defaulted Mortgage

<PAGE>
                                                                            17
------------------------------------------------------------------------------

                    Loans of a Relevant Trust including expenses relating to
                    any court proceedings, arbitration or other dispute are
                    reimbursable out of the Assets of that Relevant Trust.

          6.4       The fee payable to the Servicer is inclusive of GST. The
                    Servicer will provide the Issuer Trustee any reasonably
                    documentation required for GST purposes so as to enable
                    the Issuer Trustee to receive an input tax credit or tax
                    refund for tax purposes.

Part C - General

7        Payments
----------------------------------------------------------------------------
Payments generally
          7.1       Each payment to be made by a party to another party under
                    this agreement or a Supplemental Deed must be made on the
                    due date for payment in such manner as the Global Trust
                    Manager and Issuer Trustee may determine.

No deduction
          7.2       Each payment to be made by the Servicer to the Issuer
                    Trustee or the Global Trust Manager under this agreement
                    or the relevant Supplemental Deed except to the extent
                    agreed to be set off under that Supplemental Deed must be
                    made in full, free and clear of any set off, restriction
                    or condition and without any deduction or withholding
                    other than as required by law.

8        Notices
----------------------------------------------------------------------------
Notices
          8.1       Any notice, approval, consent or other communication in
                    connection with this agreement:

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

                    (b)       must be in writing; and

                    (c)       must be left at the address of the addressee or
                              sent by prepaid ordinary post to the address of
                              the addressee or sent by facsimile to the
                              facsimile number of the addressee, or sent by
                              e-mail to the e-mail address of the addressee
                              specified in clause 8.2 or any other address,
                              facsimile number or e-mail address any party may
                              from time to time notify to the other parties as
                              its address for service of communications
                              pursuant to this agreement.

Initial addresses
                    8.2       The initial address and facsimile numbers of
                              each party are:

                                     Issuer Trustee:

                                     Address:      Level 3
<PAGE>
                                                                            18
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                                                   39 Hunter Street
                                                   Sydney  NSW  2000
                                     Facsimile:    61 2 9221 7870
                                     Attention:    Manager, Securitisation
                                     Email:        (as notified from time to
                                                   time)

                             Global Trust Manager:

                                      Address:     Level 24
                                                   500 Bourke Street
                                                   Melbourne   VIC   3000
                                      Facsimile:   [(613) 8641 0906]
                                      Attention:   Manager, Group Funding
                                      E-mail:      (as notified from time to
                                                   time)

                                      Servicer:

                                      Address:      Level 1
                                                    120 Spencer Street
                                                    Melbourne   VIC   3000
                                      Facsimile:    [61 3 9601 7600]
                                      Attention:    Head of Servicing and Head
                                                    of Securitisation
                                      E-mail:       not applicable

Time effective
          8.3       Unless a later time is specified in it a notice, approval,
                    consent or other communication takes effect from the time
                    it is received.

Receipt
          8.4       A letter, facsimile or e-mail is taken to be received:

                    (a)       in the case of a posted letter, on the third
                              (seventh, if posted to or from a place outside
                              Australia) day after posting;

                    (b)       in the case of a facsimile, on production of a
                              transmission report by the machine from which
                              the facsimile was sent which indicates that the
                              facsimile was sent in its entirety to the
                              facsimile number of the recipient notified for
                              the purpose of this clause; and

                    (c)       in the case of an e-mail, on receipt by the
                              sender of an e-mail from the recipient stating
                              that the e-mail was delivered in its entirety
                              and the contents and attachments of the e-mail
                              have been received.

                    However, if the deemed receipt of any notice is not before
                    4.00pm on a Business Day at the address of the recipient,
                    it is deemed to have been received at the commencement of
                    business on the next Business Day.

<PAGE>
                                                                            19
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9        Amendments to this agreement
------------------------------------------------------------------------------
Amending power

          9.1       Subject to this clause 9.1 and to any approval required by
                    law and by clause 9.2, and provided that 10 Business Days
                    prior notice of the proposed amendment has been given to
                    each Current Rating Agency, the Issuer Trustee, the Global
                    Trust Manager and the Servicer by agreement may amend, add
                    to or revoke any provision of this agreement (including
                    this clause 9.1) as it applies to any Relevant Trust if
                    the amendment, addition or revocation:

                    (a)       in the opinion of the Issuer Trustee or of a
                              barrister or solicitor instructed by the Issuer
                              Trustee is necessary or expedient to comply with
                              or be consistent with the provisions of any
                              statute, ordinance, regulation or by-law or with
                              the requirement of any statutory authority;

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

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

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

                    (e)       is considered by the Issuer Trustee not to be
                              materially prejudicial to the interests of the
                              Noteholders as a whole or the interests of any
                              individual Noteholder or group of Noteholders;
                              or

                    (f)       in the reasonable opinion of the Issuer Trustee
                              or of legal counsel appointed by the Issuer
                              Trustee is required by, is a consequence of, is
                              consistent with or is appropriate or expedient
                              as a consequence of, any amendment to any
                              statute, regulation or requirements of any
                              Governmental Agency (including, without
                              limitation, any amendment, addition or
                              revocation which is in the opinion of the Issuer
                              Trustee appropriate or expedient as a result of
                              any amendment to any legislation dealing with,
                              or associated with, taxation or any ruling by
                              the Commissioner or Deputy Commissioner of
                              Taxation or any government announcement or
                              statement that has or may have the effect of
                              altering the manner or basis of taxation of
                              trusts generally or of trusts similar to any of
                              the Trusts).

Consent required
          9.2       If in the reasonable opinion of the Issuer Trustee any
                    amendment, addition or revocation referred to in clause
                    9.1(d) will be or is likely to become prejudicial to the
                    interests of Noteholders of a particular Class of the
                    Relevant Trust or to the interests of all Noteholders of
                    the

<PAGE>
                                                                            20
------------------------------------------------------------------------------

                    Relevant Trust, the amendment, addition or revocation may
                    be effected only if in accordance with clause 9.3 or 9.4
                    (as the case may be).

Amendments prejudicial to Noteholders of a Class
          9.3       Subject to clause 9.4, if in the opinion of the Issuer
                    Trustee any amendment, addition or revocation referred to
                    in clause 9.1(d) will be or is likely to become
                    prejudicial to the interests of Noteholders of a
                    particular class, the amendment, addition or revocation
                    may only be effected if the relevant Noteholders pass an
                    Extraordinary Resolution approving such amendment,
                    addition or revocation in accordance with this deed.

Amendments prejudicial to all Noteholders
          9.4       If in the opinion of the Issuer Trustee, any amendment,
                    addition or revocation referred to in clause 9.1(d) will
                    be or is likely to become prejudicial to the interests of
                    all Noteholders in respect of the Trust:

                    (a)       the amendment, addition or revocation may only
                              be effected if the relevant Noteholders pass an
                              Extraordinary Resolution approving such
                              amendment, addition or revocation in accordance
                              with this deed; and

                    (b)       there will not be a separate Extraordinary
                              Resolution required for each class of
                              Noteholders pursuant to clause 9.3.

          9.5       The Issuer Trustee will be entitled to assume that any
                    proposed alteration, addition or revocation referred to in
                    clause 9 will not be materially prejudicial to the
                    interests of a Class of Noteholders or all Noteholders if
                    each of the Current Rating Agencies confirms in writing
                    that if the alteration, addition or revocation is effected
                    this will not lead to a reduction, qualification or
                    withdrawal of the then rating given, respectively, to the
                    Class of Notes, or to each Class of Notes, by the Current
                    Rating Agency.

10       Governing law
----------------------------------------------------------------------------
Governing Law

          10.1      This agreement is governed by the law in force in the
                    Australian Capital Territory and the rights, liabilities
                    and obligations of the Global Trust Manager, Issuer
                    Trustee and Servicer are governed by the laws in force in
                    the Australian Capital Territory.

Submission to jurisdiction
          10.2      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
          10.3      Without preventing any other mode of service, any document
                    in an action (including, without limitation, any writ of
                    summons or other

<PAGE>
                                                                            21
------------------------------------------------------------------------------

                    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 8.

11       Limited recourse
---------------------------------------------------------------------------

                    Clause 2 of the Definitions Schedule applies to this
                    agreement as if set out in full in it (with any
                    consequential changes as are necessary to give effect to
                    that clause in this agreement).

12       Counterparts
----------------------------------------------------------------------------
                    This agreement may consist of a number of counterparts and
                    the counterparts taken together constitute one and the
                    same instrument.

EXECUTED as a agreement in the Australian Capital Territory.


<PAGE>

                                                                            22
-----------------------------------------------------------------------------
 Execution page
-----------------------------------------------------------------------------
SIGNED by [ ] on behalf of NATIONAL      )
GLOBAL MBS MANAGER PTY LTD in the        )
presence of:                             )
                                         )
[          ]..........................   )
Signature of witness                     )
                                         )
[                 ]...................   )
Name of witness (block letters)          )
                                         )
[                       ] ............   )  [     ] ....................
Address of witness                       )  By executing this agreement
                                         )  the signatory states that the
[                ]....................   )  signatory has received no
Occupation of witness                    )  notice of revocation of the
                                         )  authority pursuant to which
                                         )  this agreement is executed
                                         )





SIGNED by [                   ]          )
as attorney for                          )
PERPETUAL TRUSTEE COMPANY                )
LIMITED under power of                   )
attorney dated                           )
[                 ]                      )
in the presence of:                      )
                                         )
[              ].....................    )
Signature of witness                     )
                                         )   [        ]..................
[             ]......................    )   By executing this agreement
Name of witness (block letters)          )   the attorney states that the
                                         )   attorney has received no
[                      ].............    )   notice of revocation of the
Address of witness                       )   power of attorney
                                         )
[          ].........................    )
Occupation of witness                    )

<PAGE>
                                                                            23
------------------------------------------------------------------------------


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 agreement
                                         )     the attorney states that the
......................................    )     attorney has received no
Occupation of witness                    )     notice of revocation of the
                                         )     power of attorney


<PAGE>


             -----------------------------------------------------
              Dated                              [               ]

                             National RMBS Trusts
                                 Consolidated
                              Servicing Agreement



                      National Global MBS Manager Pty Ltd
                           ("Global Trust Manager")
                       Perpetual Trustee Company Limited
                              ("Issuer Trustee")
                       National Australia Bank Limited,
                                 ("Servicer")

                           Mallesons Stephen Jaques

                            Governor Phillip Tower
                                1 Farrer Place
                                Sydney NSW 2000
                          Telephone (61 2) 9296 2000
                          Facsimile (61 2) 9296 3999
                                 DX 113 Sydney
                                 Ref: SRF:CD3


<PAGE>


<TABLE>
<CAPTION>


-------------------------------------------------------------------------------
Contents                  National RMBS Trusts
                          Servicing Agreement
-------------------------------------------------------------------------------

<S>                       <C>                                                                               <C>
                          Part A - Interpretation                                                        1


                          1        Definitions and interpretation                                        1

                                   Definitions                                                           1
                                   Interpretation                                                        1

                          Part B - Servicing                                                             2

                          2        Servicing of Mortgage Loans and General Servicer Covenants            2

                                   Appointment of Servicer                                               2
                                   Servicer's Obligations                                                2
                                   Servicer agrees to perform duties                                     3
                                   Powers                                                                3
                                   General Servicer covenants                                            3
                                   Servicer's Statement                                                  6
                                   Provision of information                                              6
                                   Proposed amendments to Servicing Procedures                           6
                                   Delegation by the Servicer                                            7
                                   Adverse Effect                                                        7

                          3        Servicer Termination Event and retirement of Servicer                 7

                                   Servicer Termination Event                                            7
                                   Termination of Servicing Agreement                                    8
                                   Termination of Servicer's appointment and transfer of servicing
                                   obligations                                                           8
                                   Voluntary Retirement of Servicer                                      8
                                   Appointment of Substitute Servicer                                    8
                                   Issuer Trustee act as Servicer                                        9
                                   Issuer Trustee may give discharges                                    9
                                   Servicer may accept payment                                           9
                                   Servicer and Global Trust Manager to provide full co-operation        9
                                   Release                                                               9
                                   Title Perfection Event                                                9

                          4        Custodian                                                            10

                                   Standard                                                             10
                                   Information Indemnity                                                10
                                   Auditor review                                                       10
                                   Document Custody Audit Report                                        11
                                   Timing of Document Custody Audit Reports                             12
                                   Adverse Document Custody Audit Report                                12
                                   Custody Transfer Event                                               12
                                   Exceptions                                                           14
                                   Failure to comply                                                    14
                                   Emergency Document transfer                                          14
                                   Exceptions to Emergency Transfer                                     15
                                   Indemnity                                                            15
                                   Issuer Trustee to co-operate with Servicer                           15

<PAGE>
                                                                                                       (ii)
------------------------------------------------------------------------------------------------------------

                                   Issuer Trustee's duty while holding Mortgage Title Documents         15
                                   Reappointment of Servicer as Custodian                               15

                          5        Servicer's liability                                                 16

                                   No liability                                                         16
                                   Indemnity                                                            16

                          6        Remuneration and expenses                                            16

                                   Servicer fees                                                        16
                                   Expenses                                                             16

                          Part C - General                                                              17


                          7        Payments                                                             17

                                   Payments generally                                                   17
                                   No deduction                                                         17

                          8        Notices                                                              17

                                   Notices                                                              17
                                   Initial addresses                                                    17
                                   Time effective                                                       18
                                   Receipt                                                              18

                          9        Amendments to this agreement                                         19

                                   Amending power                                                       19
                                   Consent required                                                     19
                                   Amendments prejudicial to Noteholders of a Class                     20
                                   Amendments prejudicial to all Noteholders                            20

                          10       Governing law                                                        20

                                   Governing Law                                                        20
                                   Submission to jurisdiction                                           20
                                   Service                                                              20

                          11       Limited recourse                                                     21


                          12       Counterparts                                                         21

</TABLE>