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(MULTICURRENCY - CROSS BORDER)

                                      ISDA
               INTERNATIONAL SWAPS & DERIVATIVES ASSOCIATION, INC.

                                MASTER AGREEMENT

                            dated as of 13 June 1996

MORGAN GUARANTY TRUST              PERPETUAL TRUSTEES AUSTRALIA
COMPANY OF NEW YORK, LONDON        LIMITED ACN 000 431 827 in its capacity as
OFFICE                             trustee of various Warehouse Funds and Sub-
                                   Funds from time to time established under the
                                   Trust Deed

have entered and/or anticipate entering into one or more transactions (each a
"TRANSACTION") that are or will be governed by this Master Agreement, which
includes the schedule (the "SCHEDULE"), and the documents and other confirming
evidence (each a "CONFIRMATION") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:-

1.   INTERPRETATION

(a)  DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
     the meanings therein specified for the purpose of this Master Agreement.

(b)  INCONSISTENCY. In the event of any inconsistency between the provisions of
     the Schedule and the other provisions of this Master Agreement, the
     Schedule will prevail. In the event of any inconsistency between the
     provisions of any Confirmation and this Master Agreement (including the
     Schedule), such Confirmation will prevail for the purpose of the relevant
     Transaction.

(c)  SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
     that this Master Agreement and all Confirmations form a single agreement
     between the parties (collectively referred to as this "AGREEMENT"), and the
     parties would not otherwise enter into any Transactions.

2.   OBLIGATIONS

(a)  GENERAL CONDITIONS

     (i)    Each party will make each payment or delivery specified in each
            Confirmation to be made by it, subject to the other provisions of
            this Agreement.

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     (ii)   Payments under this Agreement will be made on the due date for value
            on that date in the place of the account specified in the relevant
            Confirmation or otherwise pursuant to this Agreement, in freely
            transferable funds and in the manner customary for payments in the
            required currency. Where settlement is by delivery (that is, other
            than by payment), such delivery will be made for receipt on the due
            date in the manner customary for the relevant obligation unless
            otherwise specified in the relevant Confirmation or elsewhere in
            this Agreement.

     (iii)  Each obligation of each party under Section 2(a)(i) is subject to
            (1) the condition precedent that no Event of Default or Potential
            Event of Default with respect to the other party has occurred and is
            continuing, (2) the condition precedent that no Early Termination
            Date in respect of the relevant Transaction has occurred or been
            effectively designated and (3) each other applicable condition
            precedent specified in this Agreement.

(b)  CHANGE OF ACCOUNT. Either party may change its account for receiving a
     payment or delivery by giving notice to the other party at least five Local
     Business Days prior to the scheduled date for the payment or delivery to
     which such change applies unless such other party gives timely notice of a
     reasonable objection to such change.

(c)  NETTING. If on any date amounts would otherwise be payable:-

     (i)    in the same currency; and

     (ii)   in respect of the same Transaction,

     by each party to the other, then, on such date, each party's obligation to
     make payment of any such amount will be automatically satisfied and
     discharged and, if the aggregate amount that would otherwise have been
     payable by one party exceeds the aggregate amount that would otherwise have
     been payable by the other party, replaced by an obligation upon the party
     by whom the larger aggregate amount would have been payable to pay to the
     other party the excess of the larger aggregate amount over the smaller
     aggregate amount.

     The parties may elect in respect of two or more Transactions that a net
     amount will be determined in respect of all amounts payable on the same
     date in the same currency in respect of such Transactions, regardless of
     whether such amounts are payable in respect of the same Transaction. The
     election may be made in the Schedule or a Confirmation by specifying that
     subparagraph (ii) above will not apply to the Transactions identified as
     being subject to the election, together with the starting date (in which
     case subparagraph (ii) above will not, or will cease to, apply to such
     Transactions from such date). This election may be made separately for
     different groups of Transactions and will apply separately to each pairing
     of Offices through which the parties made and receive payments or
     deliveries.

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(d)  DEDUCTION OR WITHHOLDING FOR TAX

     (i)    GROSS-UP. All payments under this Agreement will be made without any
            deduction or withholding for or on account of any Tax unless such
            deduction or withholding is required by any applicable law, as
            modified by the practice of any relevant governmental revenue
            authority, then in effect. If a party is so required to deduct or
            withhold, then that party ("X") will:-

            (1)   promptly notify the other party ("Y") of such requirement;

            (2)   pay to the relevant authorities the full amount required to be
                  deducted or withheld (including the full amount required to be
                  deducted or withheld from any additional amount paid by X to Y
                  under this Section 2(d)) promptly upon the earlier of
                  determining that such deduction or withholding is required or
                  receiving notice that such amount has been assessed against Y;

            (3)   promptly forward to Y an official receipt (or a certified
                  copy), or other documentation reasonably acceptable to Y,
                  evidencing such payment to such authorities; and

            (4)   if such Tax is an Indemnifiable Tax, pay to Y, in addition to
                  the payment to which Y is otherwise entitled under this
                  Agreement, such additional amount as is necessary to ensure
                  that the net amount actually received by Y (free and clear of
                  Indemnifiable Taxes, whether assessed against X or Y) will
                  equal the full amount Y would have received had no such
                  deduction or withholding been required. However, X will not be
                  required to pay any additional amount to Y to the extent that
                  it would not be required to be paid but for:

                  (A)    the failure by Y to comply with or perform any
                         agreement contained in Section 4(a)(i), 4(a)(iii) or
                         4 (d); or

                  (B)    the failure of a representation made by Y pursuant to
                         Section 3(f) to be accurate and true unless such
                         failure would not have occurred but for (1) any action
                         taken by a taxing authority, or brought in a court of
                         competent jurisdiction, on or after the date on which a
                         Transaction is entered into (regardless of whether such
                         action is taken or brought with respect to a party to
                         this Agreement) or (II) a Change in Tax Law.

     (ii)   LIABILITY. If:-

            (1)   X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding in respect of which X would
                  not be required to pay an additional amount to Y under Section
                  2(d)(i)(4);

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            (2)   X does not so deduct or withhold; and

            (3)   a liability resulting from such Tax is assessed directly
                  against X,

            then, except to the extent Y has satisfied or then satisfies the
            liability resulting from such Tax, Y will promptly pay to X the
            amount of such liability (including any related liability for
            interest, but including any related liability for penalties only if
            Y has failed to comply with or perform any agreement contained in
            Section 4(a)(i), 4(a)(iii) or 4(d).

(e)  DEFAULT INTEREST, OTHER AMOUNTS. Prior to the occurrence or effective
     designation of an Early Termination Date in respect of the relevant
     Transaction, a party that defaults in the performance of any payment
     obligation will, to the extent permitted by laws and subject to Section
     6(c), be required to pay interest (before as well as after judgment) on the
     overdue amount to the other party on demand in the same currency as such
     overdue amount, for the period from (and including) the original due date
     for payment to (but excluding) the date of actual payment, at the Default
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed. If, prior to the occurrence or
     effective designation of an Early Termination Date in respect of the
     relevant Transaction, a party defaults in the performance of any obligation
     required to be settled by delivery, it will compensate the other party on
     demand if and to the extent provided for in the relevant Confirmation or
     elsewhere in this Agreement.

3.   REPRESENTATIONS

     Each party represents to the other party (which representations will be
     deemed to be repeated by each party on each date on which a Transaction is
     entered into and, in the case of the representations in Section 3(f), at
     all times until the termination of this Agreement) that:-

     (a)    BASIC REPRESENTATIONS

            (i)     STATUS. it is duly organised and validly existing under the
                    laws of the jurisdiction of its organisation or
                    incorporation and, if relevant under such laws, in good
                    standing;

            (ii)    POWERS. it has the power to execute this Agreement and any
                    other documentation relating to this Agreement to which it
                    is a party, to deliver this Agreement and any other
                    documentation relating to this Agreement that it is required
                    by this Agreement to deliver and to perform its obligations
                    under this Agreement and any obligations it has under any
                    Credit Support Document to which it is a party and has taken
                    all necessary action to authorize such execution, delivery
                    and performance;

            (iii)   NO VIOLATION OR CONFLICT. Such execution, delivery and
                    performance do not violate or conflict with any law
                    applicable to it, any provision of

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                    its constitutional documents, any order or judgment of any
                    court or other agency of government applicable to it or any
                    of its assets or any contractual restriction binding on or
                    affecting it or any of its assets;

            (iv)    CONSENTS. All governmental and other consents that are
                    required to have been obtained by it with respect to this
                    Agreement or any Credit Support Document to which it is a
                    party have been obtained and are in full force and effect
                    and all conditions of any such consents have been complied
                    with; and

            (v)     OBLIGATIONS BINDING. its obligations under this Agreement
                    and any Credit Support document to which it is a party
                    constitute its legal, valid and binding obligations,
                    enforceable in accordance with their respective terms
                    (subject to applicable bankruptcy, reorganization,
                    insolvency, moratorium or similar laws affecting creditors'
                    rights generally and subject, as to enforceability, to
                    equitable principles of general application (regardless of
                    whether enforcement is sought in a proceeding in equity or
                    at law)).

     (b)    ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event Of
            Default or, to its knowledge, Termination Event with respect to it
            has occurred and is continuing and no such event or circumstance
            would occur as a result of its entering into or performing its
            obligations under this Agreement or any Credit Support Document to
            which it is party.

     (c)    ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
            threatened against it or any of its Affiliates any action, suit or
            proceeding at law or in equity or before any court, tribunal,
            governmental body, agency or official or any arbitrator that is
            likely to affect the legality, validity or enforceability against it
            of this Agreement or any Credit Support document to which it is a
            party or its ability to perform its obligations under this Agreement
            or such Credit Support document.

     (d)    ACCURACY OF SPECIFIED INFORMATION. All applicable information that
            is furnished in writing by or on behalf of it to the other party and
            is identified for the purpose of this Section 3(d) in the Schedule
            is, as of the date of the information, true, accurate and complete
            in every material respect.

     (e)    PAYER TAX REPRESENTATION. Each representation specified in the
            Schedule as being made by it for the purpose of this Section 3 (e)
            is accurate and true.

     (f)    PAYEE TAX REPRESENTATION. Each representation specified in the
            Schedule as being made by it for the purpose of this Section 3(f) is
            accurate and true.

4.   AGREEMENTS


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     Each party agrees with the other that, so long as either party has or may
     have any obligation under this Agreement or under any Credit Support
     Document to which it is a party:-

     (a)    FURNISH SPECIFIED INFORMATION. it will deliver to the other party
            or, in certain cases under subparagraph (iii) below, to such
            government or taxing authority as the other party reasonably
            directs:-

            (i)     any forms, documents or certificates relating to taxation
                    specified in the Schedule or any Confirmation;

            (ii)    any other documents specified in the Schedule or any
                    Confirmation; and

            (iii)   upon reasonable demand by such other party, any form or
                    document that may be required or reasonably requested in
                    writing in order to allow such other party or its Credit
                    Support Provider to make a payment under this Agreement or
                    any applicable Credit Support document without any deduction
                    or withholding for or on account of any Tax or with such
                    deduction or withholding at a reduced rate (so long as the
                    completion, execution or submission of such form or document
                    would not materially prejudice the legal or commercial
                    position of the party in receipt of such demand), with any
                    such form or document to be accurate and completed in a
                    manner reasonably satisfactory to such other party and to be
                    executed and to be delivered with any reasonably required
                    certification,

            in each case by the date specified in the Schedule or such
            Confirmation or, if none is specified, as soon as reasonably
            practicable.

     (b)    MAINTAIN AUTHORIZATIONS. it will use all reasonable efforts to
            maintain in full force and effect all consents of any governmental
            or other authority that are required to be obtained by it with
            respect to this Agreement or any Credit Support Document to which it
            is a party and will use all reasonable efforts to obtain any that
            may become necessary in the future.

     (c)    COMPLY WITH LAWS. It will comply in all material respects will all
            applicable laws and orders to which it may be subject if failure so
            to comply would materially impair its ability to perform its
            obligations under this Agreement or any Credit Support Document to
            which it is a party.

     (d)    TAX AGREEMENT. It will give notice of any failure of a
            representation made by it under Section 3(f) to be accurate and true
            promptly upon learning of such failure.

     (e)    PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp
            Tax levied or imposed upon it or in respect of its execution or
            performance of this Agreement by a jurisdiction in which it is
            incorporated, organised, managed

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            and controlled, or considered to have its seat, or in which a branch
            or office through which it is acting for the purpose of this
            Agreement is located ("Stamp Tax Jurisdiction") and will indemnify
            the other party against any Stamp Tax levied or imposed upon the
            other party or in respect of the other party's execution or
            performance of this Agreement by any such Stamp Tax Jurisdiction
            which is not also a Stamp Tax Jurisdiction with respect to the other
            party.

5.   EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)  EVENTS OF DEFAULT. The occurrence at any time with respect to a party or,
     if applicable, any Credit Support Provider of such party or any Specified
     Entity of such party of any of the following events constitutes an event of
     default (an "EVENT OF DEFAULT") with respect to such party:-

     (i)    FAILURE TO PAY OR DELIVER. Failure by the party to make, when due,
            any payment under this Agreement or delivery under Section 2(a)(i)
            or 2(e) required to be made by it if such failure is not remedied on
            or before the third Local Business Day after notice of such failure
            is given to the party;

     (ii)   BREACH OF AGREEMENT. Failure by the party to comply with or perform
            any agreement or obligation (other than an obligation to make any
            payment under this Agreement or delivery under Section 2(a)(i) or
            2(e) or to give notice of a Termination Event or any agreement or
            obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
            with or performed by the party in accordance with this Agreement if
            such failure is not remedied on or before the thirtieth day after
            notice of such failure is given to the party;

     (iii)  CREDIT SUPPORT DEFAULT

            (1)     Failure by the party or any Credit Support Provider of such
                    party to comply with or perform any agreement or obligation
                    to be complied with or performed by it in accordance with
                    any Credit Support Document if such failure is continuing
                    after any applicable grace period has elapsed;

            (2)     the expiration or termination of such Credit Support
                    Document or the failing or ceasing of such Credit Support
                    Document to be in full force and effect for the purpose of
                    this Agreement (in either case other than in accordance with
                    its terms) prior to the satisfaction of all obligations of
                    such party under each Transaction to which such Credit
                    Support Document relates without the written consent of the
                    other party; or

            (3)     the party or such credit Support Provider disaffirms,
                    disclaims, repudiates or rejects, in whole or in part, or
                    challenges the validity of, such Credit Support Document;

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     (iv)   MISREPRESENTATION. A representation (other than a representation
            under Section 3(e) or (f)) made or repeated or deemed to have been
            made or repeated by the party or any Credit Support Provider of such
            party in this Agreement or any Credit Support Document proves to
            have been incorrect or misleading in any material respect when made
            or repeated or deemed to have been made or repeated;

     (v)    DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
            Provider of such party or any applicable Specified Entity of such
            party (1) defaults under a Specified Transaction and, after giving
            effect to any applicable notice requirement or grace period, there
            occurs a liquidation of, an acceleration of obligations under, or an
            early termination of, that Specified Transaction, (2) defaults,
            after giving effect to any applicable notice requirement or grace
            period, in making any payment or delivery due on the last payment,
            delivery or exchange date of, or any payment on early termination
            of, a Specified Transaction (or such default continues for at least
            three Local Business Days if there is no applicable notice
            requirement or grace period) or (3) disaffirms, disclaims,
            repudiates or rejects, in whole or in part, a Specified Transaction
            (or such action is taken by any person or entity appointed or
            empowered to operate it or act on its behalf);

     (vi)   CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
            applying to the party, the occurrence or existence of

            (1)     a default, event of default or other similar condition or
                    event (however described) in respect of such party, any
                    Credit Support Provider of such party or any applicable
                    Specified Entity of such party under one or more agreements
                    or instruments relating to Specified Indebtedness of any of
                    them (individually or collectively) in an aggregate amount
                    of not less than the applicable Threshold Amount (as
                    specified in the Schedule) which has resulted in such
                    Specified Indebtedness becoming, or becoming capable at such
                    time of being declared, due and payable under such
                    agreements or instruments, before it would otherwise have
                    been due and payable; or

            (2)     a default by such party, such Credit Support Provider or
                    such Specified Entity (individually or collectively) in
                    making one or more payments on the due date thereof in an
                    aggregate amount of not less than the applicable Threshold
                    Amount under such agreements or instruments (after giving
                    effect to any applicable notice requirement or grace
                    period);

     (vii)  BANKRUPTCY. The party, any Credit Support Provider of such party or
            any applicable Specified Entity of such party:

            (1)     is dissolved (other than pursuant to a consolidation,
                    amalgamation or merger);

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            (2)     becomes insolvent or is unable to pay its debts or fails or
                    admits in writing its inability generally to pay its debts
                    as they become due;

            (3)     makes a general assignment, arrangement or composition with
                    or for the benefit of its creditors;

            (4)     institutes or has instituted against it a proceeding seeking
                    a judgment of insolvency or bankruptcy or any other relief
                    under any bankruptcy or insolvency law or other similar law
                    affecting creditors' rights, or a petition is presented for
                    its winding-up or liquidation, and, in the case of any such
                    proceeding or petition instituted or presented against it,
                    such proceeding or petition:

                    (A)  results in a judgment of insolvency or bankruptcy or
                         the entry of an order for relief or the making of an
                         order for its winding-up or liquidation; or

                    (B)  is not dismissed, discharged, stayed or restrained in
                         each case within 30 days of the institution or
                         presentation thereof;

            (5)     has a resolution passed for its winding-up, official
                    management or liquidation (other than pursuant to a
                    consolidation, amalgamation or merger);

            (6)     seeks or becomes subject to the appointment of an
                    administrator, provisional liquidator, conservator,
                    receiver, trustee, custodian or other similar official for
                    it or for all or substantially all its assets;

            (7)     has a secured party take possession of all or substantially
                    all its assets or has a distress, execution, attachment,
                    sequestration or other legal process levied, enforced or
                    sued on or against all or substantially all its assets and
                    such secured party maintains possession, or any such process
                    is not dismissed, discharged, stayed or restrained, in each
                    case within 30 days thereafter;

            (8)     causes or is subject to any event with respect to it which,
                    under the applicable laws of any jurisdiction, has an
                    analogous effect to any of the events specified in clauses
                    (1) to (7) (inclusive); or

            (9)     takes any action in furtherance of, or indicating its
                    consent to, approval of, or acquiescence in, any of the
                    foregoing acts; or

     (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider
            of such party consolidates or amalgamates with, or merges with or
            into, or transfers all or substantially all its assets to, another
            entity and, at the time of such consolidation, amalgamation, merger
            or transfer:-

            (1)     the resulting, surviving or transferee entity fails to
                    assume all the obligations of such party or such Credit
                    Support Provider under this Agreement or any Credit Support
                    Document to which it or its

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                    predecessor was a party by operation of law or pursuant to
                    an agreement reasonably satisfactory to the other party to
                    this Agreement; or

            (2)     the benefits of any Credit Support Document fail to extend
                    (without the consent of the other party) to the performance
                    by such resulting, surviving or transferee entity of its
                    obligations under this Agreement.

(b)  TERMINATION EVENTS. The occurrence at any time with respect to a party or,
     if applicable, any Credit Support Provider of such party or any specified
     Entity of such party of any event specified below constitutes an Illegality
     if the event is specified in (i) below, a Tax Event if the event is
     specified in (ii) below or a Tax Event Upon merger if the event is
     specified in (iii) below, and, if specified to be applicable, a Credit
     Event Upon Merger if the event is specified pursuant to (iv) below or an
     Additional Termination Event if the event is specified pursuant to (v)
     below:-

     (i)    ILLEGALITY. Due to the adoption of, or any change in, any applicable
            law after the date on which a Transaction is entered into, or due to
            the promulgation of, or any change in, the interpretation by any
            court, tribunal or regulatory authority with competent jurisdiction
            of any applicable law after such date, it becomes unlawful (other
            than as a result of a breach by the party of Section 4(b)) for such
            party (which will be the Affected Party):-

            (1)     to perform any absolute or contingent obligation to make a
                    payment or delivery or to receive a payment or delivery in
                    respect of such Transaction or to comply with any other
                    material provision of this Agreement relating to such
                    Transaction; or

            (2)     to perform, or for any Credit Support Provider of such party
                    to perform, any contingent or other obligation which the
                    party (or such Credit Support Provider) has under any Credit
                    Support Document relating to such Transaction;

     (ii)   TAX EVENT. Due to (x) any action taken by a taxing authority, or
            brought in a court of competent jurisdiction, on or after the date
            on which a Transaction is entered into (regardless of whether such
            action is taken or brought with respect to a party to this
            Agreement) or (y) a Change in Tax Law, the party (which will be the
            Affected Party) will, or there is a substantial likelihood that it
            will, on the next succeeding Scheduled Payment Date:

            (1)     be required to pay to the other party an additional amount
                    in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
                    (except in respect of interest under Section 2(e), 6(d)(ii)
                    or 6(e)); or

            (2)     receive a payment from which an amount is required to be
                    deducted or withheld for or on account of a Tax (except in
                    respect of interest under Section 2(e), 6 (d)(ii) or 6(e))
                    and no additional amount is required to be paid in respect
                    of such Tax under Section 2(d)(i)(4) (other than by reason
                    of Section 2(d)(i)(4)(A) or B));

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     (iii)  TAX EVENT UPON MERGER. The party (the "BURDENED PARTY") on the next
            succeeding Scheduled Payment Date will either:

            (1)     be required to pay an additional amount in respect of an
                    Indemnifiable Tax under Section 2(d)(i)(4) (except in
                    respect of interest under Section 2(e), 6(d)(ii) or 6(e));
                    or

            (2)     receive a payment from which an amount has been deducted or
                    withheld for or on account of any Indemnifiable Tax in
                    respect of which the other party is not required to pay an
                    additional amount (other than by reason of Section
                    2(d)(i)(4)(A) or B)), in either case as a result of a party
                    consolidating or amalgamating with, or merging with or into,
                    or transferring all or substantially all its assets to,
                    another entity (which will be the Affected Party) where such
                    action does not constitute an event described in Section
                    5(a)(viii);

     (iv)   CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified
            in the Schedule as applying to the party, such party ("X"), any
            Credit Support Provider of X or any applicable Specified Entity of X
            consolidates or amalgamates with, or merges with or into, or
            transfers all or substantially all its assets to, another entity and
            such action does not constitute an event described in Section
            5(a)(viii) but the creditworthiness of the resulting, surviving or
            transferee entity is materially weaker than that of X, such Credit
            Support Provider or such Specified Entity, as the case may be,
            immediately prior to such action (and, in such event, X or its
            successor or transferee, as appropriate, will be the Affected
            Party); or

     (v)    ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event"
            is specified in the Schedule or any Confirmation as applying, the
            occurrence of such event (and, in such event) the Affected Party or
            Affected Parties shall be as specified for such Additional
            Termination Event in the Schedule or such Confirmation).

(c)  EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
     otherwise constitute or give rise to an Event of Default also constitutes
     an Illegality, it will be treated as an Illegality and will not constitute
     an Event of Default.

6.   EARLY TERMINATION

(a)  RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of
     Default with respect to a party (the "DEFAULTING PARTY") has occurred and
     is then continuing, the other party (the "NON-DEFAULTING PARTY") may, by
     not more than 20 days notice to the Defaulting Party specifying the
     relevant Event of Default, designate a day not earlier than the day such
     notice is effective as an Early Termination Date in respect of all
     outstanding Transactions. If, however, "Automatic Early Termination" is
     specified in the Schedule as applying to a party, then an Early Termination
     Date in respect of all outstanding Transactions will occur immediately upon
     the occurrence with respect to such party of an Event of Default specified
     in Section 5(a)(vii)(1), (3),

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     (5), (6) or, to the extent analogous thereto, (8), and as of the time
     immediately preceding the institution of the relevant proceeding or the
     presentation of the relevant petition upon the occurrence with respect to
     such party of an Event of Default specified in Section 5(a)(vii)(4) or, to
     the extent analogous thereto, (8).

(b)  RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

     (i)    NOTICE. If a Termination Event occurs, an Affected Party will,
            promptly upon becoming aware of it, notify the other party,
            specifying the nature of that Termination Event and each Affected
            Transaction and will also give such other information about that
            Termination Event as the other party may reasonably require.

     (ii)   TRANSFER TO AVOID TERMINATION EVENT. If either an illegality under
            Section 5(b)(i)(1) or a Tax Event occurs and there is only one
            Affected Party, or if a Tax Event Upon Merger occurs and the
            Burdened Party is the Affected Party, the Affected Party will, as a
            condition to its right to designate an Early Termination Date under
            Section 6(b)(iv), use all reasonable efforts (which will not require
            such party to incur a loss, excluding immaterial, incidental
            expenses) to transfer within 20 days after it gives notice under
            Section 6(b)(i) all its rights and obligations under this Agreement
            in respect of the Affected Transactions to another of its Offices or
            Affiliates so that such Termination Event ceases to exist.

            If the Affected Party is not able to make such a transfer it will
            give notice to the other party to that effect within such 20 day
            period, whereupon the other party may effect such a transfer within
            30 days after the notice is given under Section 6(b)(i).

            Any such transfer by a party under this Section 6(b)(ii) will be
            subject to and conditional upon the prior written consent of the
            other party, which consent will not be withheld if such other
            party's policies in effect at such time would permit it to enter
            into transactions with the transferee on the terms proposed.

     (iii)  TWO AFFECTED PARTIES. If an illegality under Section 5(b)(i)(1) or a
            Tax Event occurs and there are two Affected Parties, each party will
            use all reasonable efforts to reach agreement within 30 days after
            notice thereof is given under Section 6(b)(i) on action to avoid
            that Termination Event.

     (iv)   RIGHT TO TERMINATE. If:-

            (1)     a transfer under Section 6(b)(ii) or an agreement under
                    Section 6(b)(iii), as the case may be, has not been effected
                    with respect to all Affected Transactions within 30 days
                    after an Affected Party gives notice under Section 6(b)(i);
                    or

                                       12
<PAGE>

            (2)     an Illegality under Section 5(b)(i)(2), a Credit Event Upon
                    Merger or an Additional Termination Event occurs, or a Tax
                    Event Upon Merger occurs and the Burdened Party is not the
                    Affected Party,

            either party in the case of an Illegality, the Burdened Party in the
            case of a Tax Event Upon Merger, any Affected Party in the case of a
            Tax Event or an Additional Termination Event if there is more than
            one Affected Party, or the party which is not the Affected Party in
            the case of a Credit Event Upon Merger or an Additional Termination
            Event if there is only one Affected Party may, by not more than 20
            days notice to the other party and provided that the relevant
            Termination Event is then continuing, designate a day not earlier
            than the day such notice is effective as an Early Termination Date
            in respect of all Affected Transactions.

(c)  EFFECT OF DESIGNATION

     (i)    If notice designating an Early Termination Date is given under
            Section 6(a) or (b), the Early Termination Date will occur on the
            date so designated, whether or not the relevant Event of Default or
            Termination Event is then continuing.

     (ii)   Upon the occurrence or effective designation of an Early Termination
            Date, no further payments or deliveries under Section 2(a)(i) or
            2(e) in respect of the Terminated Transactions will be required to
            be made, but without prejudice to the other provisions of this
            Agreement. The amount, if any, payable in respect of an Early
            Termination Date shall be determined pursuant to Section 6(e).

(d)  CALCULATIONS

     (i)    STATEMENT. On or as soon as reasonably practicable following the
            occurrence of an Early Termination Date, each party will make the
            calculations on its part, if any, contemplated by Section 6(e) and
            will provide to the other party a statement:

            (1)     showing, in reasonable detail, such calculations (including
                    all relevant quotations and specifying any amount payable
                    under Section 6(e)); and

            (2)     giving details of the relevant account to which any amount
                    payable to it is to be paid. In the absence of written
                    confirmation from the source of a quotation obtained in
                    determining a Market Quotation, the records of the party
                    obtaining such quotation will be conclusive evidence of the
                    existence and accuracy of such quotation.

     (ii)   PAYMENT DATE. An amount calculated as being due in respect of any
            Early Termination Date under Section 6(e) will be payable on the day
            that notice of the amount payable is effective (in the case of an
            Early Termination Date which is designated or occurs as a result of
            an Event of Default) and on the day which is two Local Business Days
            after the day on which notice of the amount payable is effective (in
            the case of an Early Termination Date which is designated as a
            result of a Termination Event). Such amount will be paid

                                       13
<PAGE>

            together with (to the extent permitted under applicable law)
            interest thereon (before as well as after judgment) in the
            Termination Currency, from (and including) the relevant Early
            Termination Date to (but excluding) the date such amount is paid, at
            the Applicable Rate. Such interest will be calculated on the basis
            of daily compounding and the actual number of days elapsed.

(e)  PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
     following provisions shall apply based on the parties' election in the
     Schedule of a payment measure, either "Market Quotation" or "Loss" , and a
     payment method, either the "First Method" or the "Second Method". If the
     parties fail to designate a payment measure or payment method in the
     Schedule, it will be deemed that "Market Quotation" or the "Second Method",
     as the case may be, shall apply. The amount, if any, payable in respect of
     an Early Termination Date and determined pursuant to this Section will be
     subject to any Set-off.

     (i)    EVENTS OF DEFAULT. If the Early Termination Date results from an
            Event of Default:-

            (1)     FIRST METHOD AND MARKET QUOTATION. If the First Method and
                    Market Quotation apply, the Defaulting Party will pay to the
                    Non-defaulting Party the excess, if a positive number, of:

                    (A)  the sum of the Settlement Amount (determined by the
                         Non-defaulting Party) in respect of the Terminated
                         Transactions and the Termination Currency Equivalent of
                         the Unpaid Amounts owing to the Non-defaulting Party
                         over

                    (B)  the Termination Currency Equivalent of the Unpaid
                         Amounts owing to the Defaulting Party.

            (2)     FIRST METHOD AND LOSS. If the First Method and Loss apply,
                    the Defaulting Party will pay to the Non-defaulting Party,
                    if a positive number, the Non-defaulting Party's loss in
                    respect of this Agreement.

            (3)     SECOND METHOD AND MARKET QUOTATION. If the Second Method and
                    Market Quotation apply, an amount will be payable equal to:

                    (A)  the sum of the Settlement Amount (determined by the
                         Non-defaulting Party) in respect of the Terminated
                         Transactions and the Termination Currency Equivalent of
                         the Unpaid Amounts owing to the Non-defaulting Party
                         less

                    (B)  the Termination Currency Equivalent of the Unpaid
                         Amounts owing to the Defaulting Party. If that amount
                         is a positive number, the Defaulting Party will pay it
                         to the Non-defaulting Party; if it is a negative
                         number, the Non-defaulting Party will pay the absolute
                         value of that amount to the Defaulting Party.

                                       14
<PAGE>

            (4)     SECOND METHOD AND LOSS. If the Second Method and Loss apply,
                    an amount will be payable equal to the Non-defaulting
                    Party's Loss in respect of this Agreement. If that amount is
                    a positive number, the Defaulting Party will pay it to the
                    Non-defaulting Party; if it is a negative number, the Non
                    defaulting Party will pay the absolute value of that amount
                    to the Defaulting Party.

     (ii)   TERMINATION EVENTS. If the Early Termination Date results from a
            Termination Event:-

            (1)     ONE AFFECTED PARTY. If there is one Affected Party, the
                    amount payable will be determined in accordance with Section
                    6(e)(i)(3), if Market Quotation applies, or Section
                    6(e)(i)(4), if Loss applies, except that, in either case,
                    references to the Defaulting Party and to the Non-defaulting
                    Party will be deemed to be references to the Affected Party
                    and the party which is not the Affected Party, respectively,
                    and, if Loss applies and fewer than all the Transactions are
                    being terminated, Loss shall be calculated in respect of all
                    Terminated Transactions.

            (2)     TWO AFFECTED PARTIES. If there are two Affected Parties:-

                    (A)  If Market Quotation applies, each party will determine
                         a Settlement Amount in respect of the Terminated
                         Transactions, and an amount will be payable equal to:

                         (I)  the sum of (a) one-half of the difference between
                              the Settlement Amount of the party with the higher
                              Settlement Amount ("X") and the Settlement Amount
                              of the party with the lower Settlement Amount
                              ("Y") and (b) the Termination Currency Equivalent
                              of the Unpaid Amounts owing to X less

                         (II) the Termination Currency Equivalent of the Unpaid
                              Amounts owing to Y; and

                    (B)  If Loss applies, each party will determine its Loss in
                         respect of this Agreement (or, if fewer than all the
                         Transactions are being terminated, in respect of all
                         Terminated Transactions) and an amount will be payable
                         equal to one-half of the difference between the Loss of
                         the party with the higher Loss ("X") and the loss of
                         the party with the lower Loss ("Y")

            If the amount payable is a positive number, Y will pay it to X; if
            it is a negative number, X will pay the absolute value of that
            amount to Y.

     (iii)  ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
            Termination Date occurs because "Automatic Early Termination"
            applies in respect of a party, the amount determined under this
            Section 6(e) will be subject to such adjustments as are appropriate
            and permitted by law to reflect any payments or

                                       15
<PAGE>

            deliveries made by one party to the other under this Agreement (and
            retained by such other party) during the period from the relevant
            Early Termination Date to the date for payment determined under
            Section 6(d)(ii).

     (iv)   PRE-ESTIMATE. The parties agree that if Market Quotation applies an
            amount recoverable under this Section 6(e) is a reasonable
            pre-estimate of loss and not a penalty. Such amount is payable for
            the loss of bargain and the loss of protection against future risks
            and except as otherwise provided in this Agreement neither party
            will be entitled to recover any additional damages as a consequence
            of such losses.

7.   TRANSFER

     Subject to Section 6(b)(ii), neither this Agreement nor any interest or
     obligation in or under this Agreement may be transferred (whether by way of
     security or otherwise) by either party without the prior written consent of
     the other party, except that:-

(a)  a party may make such a transfer of this Agreement pursuant to a
     consolidation or amalgamation with, or merger with or into, or transfer of
     all or substantially all its assets to, another entity (but without
     prejudice to any other right or remedy under this Agreement);

(b)  and a party may make such a transfer of all or any part of its interest in
     any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.   CONTRACTUAL CURRENCY

(a)  PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will
     be made in the relevant currency specified in this Agreement for that
     payment (the "CONTRACTUAL CURRENCY"). To the extent permitted by applicable
     law, any obligation to make payments under this Agreement in the
     Contractual Currency will not be discharged or satisfied by any tender in
     any currency other than the Contractual Currency, except to the extent such
     tender results in the actual receipt by the party to which payment is owed,
     acting in a reasonable manner and in good faith in converting the currency
     so tendered into the Contractual Currency, of the full amount in the
     Contractual Currency of all amounts payable in respect of this Agreement.
     If for any reason the amount in the Contractual Currency so received falls
     short of the amount in the Contractual Currency payable in respect of this
     Agreement, the party required to make the pavement will, to the extent
     permitted by applicable law, immediately pay such additional amount in the
     Contractual Currency as may be necessary to compensate for the shortfall.
     If for any reason the amount in the Contractual Currency so received
     exceeds the amount in the Contractual Currency payable in respect of this
     Agreement, the party receiving the payment will refund promptly the amount
     of such excess.

                                       16
<PAGE>

(b)  JUDGMENTS. To the extent permitted by applicable law, if any judgment or
     order expressed in a currency other than the Contractual Currency is
     rendered:

     (i)    for the payment of any amount owing in respect of this Agreement;

     (ii)   for the payment of any amount relating to any early termination in
            respect of this Agreement; or

     (iii)  in respect of a judgment or order of another court for the payment
            of any amount described in (i) or (ii) above, the party seeking
            recovery, after recovery in full of the aggregate amount to which
            such party is entitled pursuant to the judgment or order, will be
            entitled to receive immediately from the other party the amount of
            any shortfall of the Contractual Currency received by such party as
            a consequence of sums paid in such other currency and will refund
            promptly to the other party any excess of the Contractual Currency
            received by such party as a consequence of sums paid in such other
            currency if such shortfall or such excess arises or results from any
            variation between the rate of exchange at which the Contractual
            Currency is converted into the currency of the judgment or order for
            the purposes of such judgment or order and the rate of exchange at
            which such party is able, acting in a reasonable manner and in good
            faith in converting the currency received into the Contractual
            Currency, to purchase the Contractual Currency with the amount of
            the currency of the judgment or order actually received by such
            party. The term "rate of exchange" includes, without limitation, any
            premiums and costs of exchange payable in connection with the
            purchase of or conversion into the Contractual Currency.

(c)  SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
     indemnities constitute separate and independent obligations from the other
     obligations in this Agreement, will be enforceable as separate and
     independent causes of action, will apply notwithstanding any indulgence
     granted by the party to which any payment is owed and will not be affected
     by judgment being obtained or claim or proof being made for any other sums
     payable in respect of this Agreement.

(d)  EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient
     for a party to demonstrate that it would have suffered a loss had an actual
     exchange or purchase been made.

9.   MISCELLANEOUS

(a)  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
     understanding of the parties with respect to its subject matter and
     supersedes all oral communication and prior writings with respect thereto.

(b)  AMENDMENTS. No amendment, modification or waiver in respect of this
     Agreement will be effective unless in writing (including a writing
     evidenced by a facsimile transmission) and executed by each of the parties
     or confirmed by an exchange of telexes or electronic messages on an
     electronic messaging system.

                                       17
<PAGE>

(c)  SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
     6(c)(ii), the obligations of the parties under this Agreement will survive
     the termination of any Transaction.

(d)  REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
     powers, remedies and privileges provided in this Agreement are cumulative
     and are not exclusive of any rights, powers, remedies and privileges
     provided by law.

(e)  COUNTERPARTS AND CONFIRMATIONS.

     (i)    This Agreement (and each amendment, modification and waiver in
            respect of it) may be executed and delivered in counterparts
            (including by facsimile transmission), each of which will be deemed
            an original.

     (ii)   The parties intend that they are legally bound by the terms of each
            Transaction from the moment they agree to those terms (whether
            orally or otherwise). A Confirmation shall be entered into as soon
            as practicable and may be executed and delivered in counterparts
            (including by facsimile transmission) or be created by an exchange
            of telexes or by an exchange of electronic messages on an electronic
            messaging system, which in each case will be sufficient for all
            purposes to evidence a binding supplement to this Agreement. The
            parties will specify therein or through another effective means that
            any such counterpart, telex or electronic message constitutes a
            Confirmation.

(f)  NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
     privilege in respect of this Agreement will not be presumed to operate as a
     waiver, and a single or partial exercise of any right, power or privilege
     will not be presumed to preclude any subsequent or further exercise, of
     that right, power or privilege or the exercise of any other right, power or
     privilege.

(g)  HEADINGS. The headings used in this Agreement are for convenience of
     reference only and are not to affect the construction of or to be taken
     into consideration in interpreting this Agreement.

10.  OFFICES; MULTIBRANCH PARTIES

(a)  If Section 10(a) is specified in the Schedule as applying, each party that
     enters into a Transaction through an Office other than its head or home
     office represents to the other party that, notwithstanding the place of
     booking office or jurisdiction of incorporation or organisation of such
     party, the obligations of such party are the same as if it had entered into
     the Transaction through its head or home office. This representation will
     be deemed to be repeated by such party on each date on which a Transaction
     is entered into.

(b)  Neither party may change the Office through which it makes and receives
     payments or deliveries for the purpose of a Transaction without the prior
     written consent of the other party.

                                       18
<PAGE>

(c)  If a party is specified as a Multibranch Party in the Schedule, such
     Multibranch Party may make and receive payments or deliveries under any
     Transaction through any Office listed in the Schedule, and the Office
     through which it makes and receives payments or deliveries with respect to
     a Transaction will be specified in the relevant Confirmation.

11.  EXPENSES

A    Defaulting Party will, on demand, indemnify and hold harmless the other
     party from and against all reasonable out-of-pocket expenses, including
     legal fees and Stamp Tax, incurred by such other party by reason of the
     enforcement and protection of its rights under this Agreement or any Credit
     Support Document to which the Defaulting Party is a party or by reason of
     the early termination of any Transaction, including, but not limited to,
     costs of collection.

12.  NOTICES

(a)  EFFECTIVENESS. Any notice or other communication in respect of this
     Agreement may be given in any manner set forth below (except that a notice
     or other communication under Section 5 or 6 may not be given by facsimile
     transmission or electronic messaging system) to the address or number or in
     accordance with the electronic messaging system details provided (see the
     Schedule) and will be deemed effective as indicated:-

     (i)    if in writing and delivered in person or by courier, on the date it
            is delivered;

     (ii)   if sent by telex, on the date the recipient's answer back is
            received;

     (iii)  if sent by facsimile transmission, on the date that transmission is
            received by a responsible employee of the recipient in legible form
            (it being agreed that the burden of proving receipt will be on the
            sender and will not be met by a transmission report generated by the
            sender's facsimile machine);

     (iv)   if sent by certified or registered mail (airmail, if overseas) or
            the equivalent (return receipt requested), on the date that mail is
            delivered or its delivery is attempted; or

     (v)    if sent by electronic messaging system, on the date that electronic
            message is received,

     unless the date of that delivery (or attempted delivery) or that receipt,
     as applicable, is not a Local Business Day or that communication is
     delivered (or attempted) or received, as applicable, after the close of
     business on a Local Business Day, in which case that communication shall be
     deemed given and effective on the first following day that is a Local
     Business Day.

                                       19
<PAGE>

(b)  CHANGE OF ADDRESSES. Either party may by notice to the other change the
     address, telex or facsimile number or electronic messaging system details
     at which notices or other communications are to be given to it.

13.  GOVERNING LAW AND JURISDICTION

(a)  GOVERNING LAW. This Agreement will be governed by and construed in
     accordance with the law specified in the Schedule.

(b)  JURISDICTION. With respect to any suit, action or proceedings relating to
     this Agreement ("PROCEEDINGS"), each party irrevocably:-

     (i)    submits to the jurisdiction of the English courts, if this Agreement
            is expressed to be governed by English law, or to the non-exclusive
            jurisdiction of the courts of the State Of New York and the United
            States District Court located in the Borough of Manhattan in New
            York City if this agreement is expressed to be governed by the laws
            of the State of New York; and

     (ii)   waives any objection which it may have at any time to the laying of
            venue of any Proceedings brought in any such court, waives any claim
            that such Proceedings have been brought in an inconvenient forum and
            further waives the right to object, with respect to such
            Proceedings, that such court does not have any jurisdiction over
            such party.

     Nothing in this Agreement precludes either party from bringing Proceedings
     in any other jurisdiction (outside , if this Agreement is expressed to be
     governed by English law, the Contracting States, as defined in Section 1(3)
     of the Civil Jurisdiction and Judgments Act 1982 or any modification,
     extension or re-enactment thereof for the time being in force) nor will the
     bringing of Proceedings in any one or more jurisdictions preclude the
     bringing of Proceedings in any other jurisdiction.

(c)  SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if
     any) specified opposite its name in the Schedule to receive, for it and on
     its behalf, service of process in any Proceedings. If for any reason any
     party's Process Agent is unable to act as such, such party will promptly
     notify the other party and within 30 days appoint a substitute process
     agent acceptable to the other party. The parties irrevocably consent to
     service of process given in the manner provided for notices in Section 12.
     Nothing in this Agreement will affect the right of either party to serve
     process in any other manner permitted by law.

(d)  WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent
     permitted by applicable law, with respect to itself and its revenues and
     assets (irrespective of their use or intended use), all immunity on the
     grounds of sovereignty or other similar grounds from:

     (i)    suit,

     (ii)   jurisdiction of any court,

                                       20
<PAGE>

     (iii)  relief by way of injunction, order for specific performance or for
            recovery of property attachment of its assets (whether before or
            after judgment), and

     (iv)   execution or enforcement of any judgment to which it or its revenues
            or assets might otherwise be entitled in any Proceedings in the
            courts of any jurisdiction and irrevocably agrees, to the extent
            permitted by applicable law, that it will not claim any such
            immunity in any Proceedings.

14.  DEFINITIONS

     As used in this Agreement:-

     "ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

     "AFFECTED PARTY" has the meaning specified in Section 5(b).

     "AFFECTED TRANSACTIONS" means:

     (a)    with respect to any Termination Event consisting of an Illegality,
            Tax Event or Tax Event Upon Merger, all Transactions affected by the
            occurrence of such Termination Event; and

     (b)    with respect to any other Termination Event, all Transactions.

     "AFFILIATE" means, subject to the Schedule, in relation to any person, any
     entity controlled, directly or indirectly, by the person, any entity that
     controls, directly or indirectly, the person or any entity directly or
     indirectly under common control with the person. For this purpose,
     "control" of any entity or person means ownership of a majority of the
     voting power of the entity or person.

     "APPLICABLE RATE" means:

     (a)    in respect of obligations payable or deliverable (or which would
            have been but for Section 2(a)(iii)) by a Defaulting Party, the
            Default Rate;

     (b)    in respect of an obligation to pay an amount under Section 6(e) of
            either party from and after the date (determined in accordance with
            Section 6(d)(ii)) on which that amount is payable, the Default Rate;

     (c)    in respect of all other obligations payable or deliverable (or which
            would have been but for Section 2(a)(iii)) by a Non-defaulting
            Party, the Non-default Rate; and

     (d)    in all other cases, the Termination Rate.

     "BURDENED PARTY" has the meaning specified in Section 5(b).

     "CHANGE IN TAX LAW" means the enactment, promulgation, execution or
     ratification of, or any change in or amendment to, any law (or in the
     application or official

                                       21
<PAGE>

     interpretation of any law) that occurs on or after the date on which the
     relevant Transaction is entered into.

     "CONSENT" includes a consent, approval, action, authorisation, exemption,
     notice, filing, registration or exchange control consent.

     "CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

     "CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is
     specified as such in this Agreement.

     "CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

     "DEFAULT RATE" means a rate per annum equal to the costs (without proof or
     evidence of any actual cost) to the relevant payee (as certified by it) if
     it were to fund or of funding the relevant amount plus 1 % per annum.

     "DEFAULTING PARTY" has the meaning specified in Section 6(a).

     "EARLY TERMINATION DATE" means the date determined in accordance with
     Section 6(a) or 6(b)(iv).

     "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if
     applicable, in the Schedule.

     "ILLEGALITY" has the meaning specified in Section 5(b).

     "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be
     imposed in respect of a payment under this Agreement but for a present or
     former connection between the jurisdictions of the government or taxation
     authority imposing such Tax and the recipient of such payment or a person
     related to such recipient (including, without limitation, a connection
     arising from such recipient or related person being or having been a
     citizen or resident of such jurisdiction, or being or having been
     organised, present or engaged in a trade or business in such jurisdiction,
     or having had a permanent establishment or fixed place of business in such
     jurisdiction, but excluding a connection arising solely from such recipient
     or related person having executed, delivered, performed its obligations or
     received a payment under, or enforced, this Agreement or a Credit Support
     Document).

     "LAW" includes any treaty, law, rule or regulation (as modified, in the
     case of tax matters, by the practice of any relevant governmental revenue
     authority) and "lawful" and "unlawful" will be construed accordingly.

     "LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which
     commercial banks are open for business (including dealings in foreign
     exchange and foreign currency deposits):

     (a)    in relation to any obligation under Section 2(a)(i), in the place(s)
            specified in the relevant Confirmation or, if not so specified, as
            otherwise agreed by the

                                       22
<PAGE>

            parties in writing or determined pursuant to provisions contained,
            or incorporated by reference, in this Agreement,

     (b)    in relation to any other payment, in the place where the relevant
            account is located and, if different, in the principal financial
            centre, if any, of the currency of such payment,

     (c)    in relation to any notice or other communication, including notice
            contemplated under Section 5(a)(i), in the city specified in the
            address for notice provided by the recipient and, in the case of a
            notice contemplated by Section 2(b), in the place where the relevant
            new account is to be located and (d) in relation to section
            5(a)(v)(2), in the relevant locations for performance with respect
            to such Specified Transaction.

     "LOSS" means, with respect to this Agreement or one or more Terminated
     Transactions, as the case may be, and a party, the Termination Currency
     Equivalent of an amount that party reasonably determines in good faith to
     be its total losses and costs (or gain, in which case expressed as a
     negative number) in connection with this Agreement or that Terminated
     Transaction or group of Terminated Transactions, as the case may be,
     including any loss of bargain, cost of funding or, at the election of such
     party but without duplication, loss or cost incurred as a result of its
     terminating, liquidating, obtaining or re-establishing any hedge or related
     trading position (or any gain resulting from any of them). Loss includes
     losses and costs (or gains) in respect of any payment or delivery required
     to have been made (assuming satisfaction of each applicable condition
     precedent) on or before the relevant Early Termination Date and not made,
     except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or
     6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
     out-of-pocket expenses referred to under Section 11. A party will determine
     its Loss as of the relevant Early Termination Date, or, if that is not
     reasonably practicable, as of the earliest date thereafter as is reasonably
     practicable. A party may (but need not) determine its Loss by reference to
     quotations of relevant rates or prices from one or more leading dealers in
     the relevant markets.

     "MARKET QUOTATION" means, with respect to one or more Terminated
     Transactions and a party making the determination, an amount determined on
     the basis of quotations from Reference Market-makers. Each quotation will
     be for an amount, if any, that would be paid to such party (expressed as a
     negative number) or by such party (expressed as a positive number) in
     consideration of an agreement between such party (taking into account any
     existing Credit Support Document with respect to the obligations of such
     party) and the quoting Reference Market-maker to enter into a transaction
     (the "Replacement Transaction") that would have the effect of preserving
     for such party the economic equivalent of any payment or delivery (whether
     the underlying obligation was absolute or contingent and assuming the
     satisfaction of each applicable condition precedent) by the parties under
     Section 2(a)(i) in respect of such Terminated Transaction or group of
     Terminated Transactions that would, but for the occurrence of the relevant
     Early Termination Date, have been required after that date. For this
     purpose, Unpaid Amounts in respect of the Terminated Transaction or group
     of Terminated Transactions are to be excluded but, without limitation, any
     payment or delivery that would, but for the relevant Early Termination
     Date, have

                                       23
<PAGE>

     been required (assuming satisfaction of each applicable condition
     precedent) after that Early Termination Date is to be included. The
     Replacement Transaction would be subject to such documentation as such
     party and the Reference Market-maker may, in good faith, agree. The party
     making the determination (or its agent) will request each Reference
     Market-maker to provide its quotation to the extent as reasonably
     practicable after the relevant Early Termination Date. The day and time as
     of which those quotations are to be obtained will be selected in good faith
     by the party obliged to make a determination under Section 6(e), and, if
     each party is so obliged, after consultation with the other. If more than
     three quotations are provided, the Market Quotation will be the arithmetic
     mean of the quotations, without regard to the quotations having the highest
     and lowest values. If exactly three quotations are provided, the Market
     Quotation will be the quotation remaining after disregarding the highest
     and lowest quotations. For this purpose, if more than one quotation has the
     same highest value or lowest value, then one of such quotations shall be
     disregarded. if fewer than three quotations are provided, it will be deemed
     that the Market Quotation in respect of such Terminated Transaction or
     group of Terminated Transactions cannot be determined.

     "NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof
     or evidence of any actual costs) to the Non-defaulting Party (as certified
     by it) if it were to fund the relevant amount.

     "NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

     "OFFICE" means a branch or office of a party, which may be such party's
     head or home office.

     "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of
     notice or the lapse of time or both, would constitute an Event Of Default.

     "REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
     selected by the party determining a Market Quotation in good faith:

     (a)    from among dealers of the highest credit standing which satisfy all
            the criteria that such party applies generally at the time in
            deciding whether to offer or to make an extension of credit; and

     (b)    to the extent practicable, from among such dealers having an office
            in the same city.

     "RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions:

     (a)    in which the party is incorporated, organised, managed and
            controlled or considered to have its seat,

     (b)    where an Office through which the party is acting for purposes of
            this Agreement is located,

     (c)    in which the party executes this Agreement, and

                                       24
<PAGE>

     (d)    in relation to any payment, from or through which such payment is
            made.

     "SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to
     be made under Section 2(a)(i) with respect to a Transaction.

     "SET-OFF" means set-off, offset, combination of accounts, right of
     retention or withholding or similar right or requirement to which the payer
     of an amount under Section 6 is entitled or subject (whether arising under
     this Agreement, another contract, applicable law or otherwise) that is
     exercised by, or imposed on, such payer.

     'SETTLEMENT AMOUNT' means, with respect to a party and any Early
     Termination Date, the sum of:-

     (a)    the Termination Currency Equivalent of the Market Quotations
            (whether positive or negative) for each Terminated Transaction or
            group of Terminated Transactions for which a Market Quotation is
            determined; and

     (b)    such party's Loss (whether positive or negative and without
            reference to any Unpaid Amounts) for each Terminated Transaction or
            group of Terminated Transactions for which a Market Quotation cannot
            be determined or would not (in the reasonable belief of the party
            making the determination) produce a commercially reasonable result.

     "SPECIFIED ENTITY" has the meaning specified in the Schedule.

     "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation
     (whether present or future, contingent or otherwise, as principal or surety
     or otherwise) in respect of borrowed money.

     "SPECIFIED TRANSACTION" means, subject to the Schedule,

     (a)    any transaction (including an agreement with respect thereto) now
            existing or hereafter entered into between one party to this
            Agreement (or any Credit Support Provider of such party or any
            applicable Specified Entity of such party) and the other party to
            this Agreement (or any Credit Support Provider of such other party
            or any applicable Specified Entity of such other party) which is a
            rate swap transaction, basis swap, forward rate transaction,
            commodity swap, commodity option, equity or equity index swap,
            equity or equity index option, bond option, interest rate option,
            foreign exchange transaction, cap transaction, floor transaction,
            collar transaction, currency swap transaction, cross-currency rate
            swap transaction, currency option or any other similar transaction
            (including any option with respect to any of these transactions),

     (b)    any combination of these transactions, and

     (c)    any other transaction identified as a Specified Transaction in this
            Agreement or the relevant confirmation.

     "STAMP TAX"' means any stamp, registration, documentation or similar tax.


                                       25
<PAGE>

     "TAX" means any present or future tax, levy, impost, duty, charge,
     assessment or fee of any nature (including interest, penalties and
     additions thereto) that is imposed by any government or other taxing
     authority in respect of any payment under this Agreement other than a
     stamp, registration, documentation or similar tax.

     "TAX EVENT" has the meaning specified in Section 5(b).

     "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

     "TERMINATED TRANSACTIONS" means with respect to any Early Termination Date:

     (a)    if resulting from a Termination Event, all Affected Transactions;
            and

     (b)    if resulting from an Event of Default, all Transactions (in either
            case) in effect immediately before the effectiveness of the notice
            designating that Early Termination Date (or, if "Automatic Early
            Termination" applies, immediately before that Early Termination
            Date).

     "TERMINATION CURRENCY" has the meaning specified in the Schedule.

     "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount
     denominated in the Termination Currency, such Termination Currency amount
     and, in respect of any amount denominated in a currency other that the
     Termination Currency (the "OTHER CURRENCY"), the amount in the Termination
     Currency determined by the party making the relevant determination as being
     required to purchase such amount of such Other Currency as at the relevant
     Early Termination Date, or, if the relevant Market Quotation or Loss (as
     the case may be), is determined as of a later date, that later date, with
     the Termination Currency at the rate equal to the spot exchange rate of the
     foreign exchange agent (selected as provided below) for the purchase of
     such Other Currency with the Termination Currency at or about 11:00 a.m.
     (in the city in which such foreign exchange agent is located) on such date
     as would be customary for the determination of such a rate for the purchase
     of such Other Currency for value on the relevant Early Termination Date or
     that later date. The foreign exchange agent will, if only one party is
     obliged to make a determination under Section 6(e), be selected in good
     faith BY that party and otherwise will be agreed by the parties.

     "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon
     Merger or, if specified to be applicable, a Credit Event Upon Merger or an
     Additional Termination Event.

     "TERMINATION RATE" means a rate per annum equal to the arithmetic mean of
     the cost (without proof or evidence of any actual cost) to each party (as
     certified by such party) if it were to fund or of funding such amounts.

     "UNPAID AMOUNTS" owing to any party means, with respect to an Early
     Termination Date, the aggregate of:

                                       26
<PAGE>

     (a)    in respect of all Terminated Transactions, the amounts that became
            payable (or that would have become payable but for Section
            2(a)(iii)) to such party under Section 2(a)(i) on or prior to such
            Early Termination Date and which remain unpaid as at such Early
            Termination Date; and

     (b)    in respect of each Terminated Transaction, for each obligation under
            Section 2(a)(i) which was (or would have been but for Section
            2(a)(iii)) required to be settled by delivery to such party on or
            prior to such Early Termination Date and which has not been so
            settled as at such Early Termination Date, an amount equal to the
            fair market value of that which was (or would have been) required to
            be delivered as of the originally scheduled date for delivery, in
            each case together with (to the extent permitted under applicable
            law) interest, in the currency of such amounts, from (and including)
            the date such amounts or obligations were or would have been
            required to have been paid or performed to (but excluding) such
            Early Termination Date, at the Applicable Rate. Such amounts of
            interest will be calculated on the basis of daily compounding and
            the actual number of days elapsed. The fair market value of any
            obligation referred to in clause (6) above shall be reasonably
            determined by the party obliged to make the determination under
            Section 6(e) or, if each party is so obliged, it shall be the
            average of the Termination Currency Equivalents of the fair market
            values reasonably determined by both parties.




                                       27
<PAGE>

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

Morgan Guaranty Trust Company of
New York, London Office                            (Name of Party)

By:      /s/ John C. Tyler                By:
Name:    John C. Tyler                    Name:
Title:   Vice President                   Title:
Date     7 June 1996                      Date:

                             Signed in my presence for and on behalf of
                             Perpetual Trustees Australia Limited (A.C.N. 000
                             431 827) by its attorneys Ewan Gregor McDonald and
                             Michael Barry Oehm who are personally known to me
                             and each of whom declares that he/she has been
                             appointed by the Board of Directors of that company
                             as attorney of the company for the purposes of the
                             Power of Attorney dated 19 October 1995
                             (Registration No. Book 4113. No. 1000) and that
                             he/she has no notice of the revocation of his her
                             powers.



                             /s/ S. Whigman            /s/ Ewan Gregor McDonald
                             Signature of Witness      Signature of Attorney

                             Sally Whigman             /s/ Michael Barry Oehm
                             Full name of Witness      Signature of Attorney


                                       28
<PAGE>

                                  THE PUMA FUND

                                Master Agreement



                                      DATE:






            MORGAN GUARANTY TRUST COMPANY OF NEW YORK, LONDON OFFICE

                                     Party A



                      PERPETUAL TRUSTEES AUSTRALIA LIMITED

                                     Party B









                                   CLAYTON UTZ
                                   Solicitors
                                  Levels 27-35
                              No.1 O'Connell Street
                                 SYDNEY NSW 2000
                                    Ref: 218



<PAGE>

                                    Schedule

                                     to the
                                MASTER AGREEMENT

                                   dated as of

<TABLE>
<CAPTION>
<S>                             <C>  <C>
between

MORGAN GUARANTY TRUST            and PERPETUAL TRUSTEES AUSTRALIA
COMPANY OF NEW YORK, LONDON          LIMITED, ACN 000 431 827, IN ITS OFFICE CAPACITY AS
OFFICE                               TRUSTEE OF VARIOUS WAREHOUSE FUNDS AND
                                     SUB-FUNDS FROM TIME TO TIME ESTABLISHED UNDER
                                     THE TRUST DEED
</TABLE>


      ("PARTY A")                                  ("PARTY B")

PART 1:     TERMINATION PROVISION

In this Agreement:

(a)  "SPECIFIED ENTITY" in relation to:

     (i)  Party A, is not applicable; and

     (ii) Party B, is not applicable.

(b)  "SPECIFIED TRANSACTION" will have the meaning specified in Section 14.

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

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

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

          Section 5(a)(iv)

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

          Section 5(a)(ii)        Section 5(a)(v)        Section 5(a)(viii)

          Section 5(a)(iii)       Section 5(a)(vi)       Section 5(b)(iii)

          Section 5(a)(iv)        Section 5(a)(vii)      Section 5(b)(iv)

(d)  The "AUTOMATIC EARLY TERMINATION" provisions in Section 6(a) will not apply
     to Party A nor to Party B.

(e)  "PAYMENT ON EARLY TERMINATION". For the purposes of Section 6(e) of this
     Agreement:

     (i)   Market Quotation will apply; and

     (ii)  the Second Method will apply.

(f)  "TERMINATION CURRENCY" means Australian dollars.

(g)  ADDITIONAL TERMINATION EVENT" will not apply.



<PAGE>

PART 2:     TAX REPRESENTATIONS

(a)  PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of this
     Agreement, Party A and Party B each make the following representation:

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

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

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

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

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

(b)  PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
     Agreement:

     Party A makes the following representation:

     The following representation will apply with respect to Transactions for
     which Party A is acting through its London Office:

     It is entering into the Transaction in the ordinary course of its trade as,
     and is, either (1) a recognised UK bank or (2) a recognised UK swaps dealer
     (in either case (1) or (2), for purposes of the United Kingdom Inland
     Revenue extra statutory concession C17 on interest and currency swaps dated
     March 14, 1989), and will bring into account payments made and received in
     respect of the Transaction in computing its income for United Kingdom tax
     purposes.

     Party B makes the following representation:

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



<PAGE>


PART 3: DOCUMENTS TO BE DELIVERED

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

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

<TABLE>
<CAPTION>
<S>                                        <C>                                      <C>
PARTY REQUIRED TO DELIVER                  Form/Document/                           Date by which document to be
DOCUMENT                                   Certificate                              delivered
Parties A & B                              Any document or certificate              As soon as reasonably
                                           reasonably required or                   practicable following a
                                           reasonably requested by a                request by other party.
                                           party in connection with its
                                           obligations to make a payment
                                           under this Agreement which
                                           would enable that party to
                                           make the payment free from any
                                           deduction or withholding for
                                           or on account of Tax or as
                                           would reduce the rate at which
                                           deduction or withholding for
                                           or on account of Tax is
                                           applied to that payment.


(b)  Other documents to be delivered are:


PARTY REQUIRED TO DELIVER                  Form/Document/                           Date by which document to be
DOCUMENT                                   Certificate                              delivered
Parties A & B                              A list of authorised                     At the execution of this
                                           signatories for the party and            Agreement and thereafter
                                           evidence satisfactory in form            promptly upon any change in
                                           and substance to the other               authorised persons or upon
                                           party of the authority of the            request.
                                           authorised signatories of the
                                           party to execute this
                                           Agreement and each
                                           confirmation on behalf of the
                                           party.
Parties A & B                              A legal opinion as to the                The date of this Agreement.
                                           validity and enforceability
                                           of that party's obligations
                                           under this Agreement in
                                           form and substance (and
                                           issued by legal counsel)
                                           reasonably acceptable to
                                           to other party.
<PAGE>


Party A                                    A copy of the most recent                Upon reasonable request by
                                           annual report of the party               Party B.
                                           containing consolidated
                                           financial statements,
                                           certified without
                                           qualification by
                                           independent public
                                           accountants and such
                                           other public information
                                           respecting its condition or
                                           operations, financial or
                                           otherside, as the other
                                           party may reasonably
                                           request from time to time.
Party B                                    Copies of any reports or                 Upon reasonable request by
                                           accounts relating to any                 Party A subject to not
                                           relevant Warehouse Fund                  being obliged to deliver
                                           or Sub-Fund as are                       any document if to do so
                                           produced for distribution                would breach or infringe
                                           to Investors or                          any law or legally binding
                                           presentation to the Board                obligation or restraint.
                                           of Directors of Party B or
                                           the Manager and such
                                           other information in Party
                                           B's possession and control
                                           regarding the financial
                                           condition and business
                                           operations of any relevant
                                           Warehouse Fund or Sub-
                                           Fund as Party A may
                                           reasonably require.
Party B                                    A copy of the Trust Deed.                The date of this Agreement.

Party B                                    A copy of any document                   Promptly upon any such
                                           amending or varying the terms            document becoming effective in
                                           of the Trust Deed.                       accordance with its terms.




<PAGE>


Party B                                    A copy of the Security Trust             On or prior to the date of the
                                           Deed relating to a Warehouse             first Transaction made under
                                           Fund or a Sub-Fund.                      this Agreement relating to
                                                                                    that Warehouse Fund or
                                                                                    Sub-Fund.
</TABLE>

All documents delivered under this Part 3(b) are covered by Section 3(d)
representation.



<PAGE>


PART 4: MISCELLANEOUS

(a)  ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this Agreement:

     Address for notices or communications to PARTY A:

     Address:       Morgan Guaranty Trust Company of New York
                    London Office
                    PO Box 161
                    60 Victoria Embankment
                    London EC4Y 0JP

     Attention:     Global Swaps Group

     Telex No:      896 631Answerback: MGT-G

     Facsimile No:  0171 325 3862 or 0171 325 3863

     Address for notices or communications to PARTY B CARE OF THE MANAGER:

     Address:       Level 22, 20 Bond Street, Sydney  NSW  2000

     Attention:     The Manager: PUMA Programme

     Telex No:      122246                 Answerback: MACBNK

     Facsimile No.: (02) 237 4755

     With a copy to Party B itself at:

     Address:       Level 7, No. 1 Castlereagh Street, Sydney  NSW  2000

     Attention:     Manager - Mortgage Securitisation

     Facsimile No:  (02) 221 7870

(b)  PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:

     Party A appoints as its Process Agent:  Morgan Guaranty Trust Company of
                                             New York
                                             Sydney Office
                                             Level 20
                                             No. 1 O'Connell Street
                                             SYDNEY NSW 2000

     Party B appoints as its Process Agent:   not applicable.

(c)  OFFICES. The provisions of Section 10(a) will apply to this Agreement.

(d)  MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:

     Party A is a Multibranch Party but will only act through its London Office.
     Party B is not a Multibranch Party.

(e)  CALCULATION AGENT. The Calculation Agent is the Manager (acting on behalf
     of Party B), unless otherwise specified in a Confirmation in relation to
     the relevant Transaction.

(f)  CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:

     (i)  In relation to PARTY A: nil.

<PAGE>

     (ii) In relation to PARTY B and each Warehouse Fund and each Sub-Fund: the
          Security Trust Deed relating to that Warehouse Fund or Sub-Fund.

(g)  CREDIT SUPPORT PROVIDER.

     (i)  In relation to PARTY A: nil.

     (ii) In relation to PARTY B: nil.

(h)  GOVERNING LAW. This Agreement will be governed by and construed in
     accordance with the laws in force in the State of New South Wales and each
     party submits to the non-exclusive jurisdiction of the courts of that state
     without reference to choice of law doctrine. The provisions of Section
     13(b) will apply (mutatis mutandis) to this choice of governing law and
     submission to jurisdiction.

(i)  NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
     will not apply to any Transaction.

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





<PAGE>


PART 5: OTHER PROVISIONS

5.1  AMENDMENTS TO THE STANDARD ISDA FORM

(a)  SINGLE AGREEMENT: Section 1(c) is replaced with:

     "All Transactions are entered into in reliance on the fact that this Master
     Agreement and all Transactions (as evidenced by their Confirmations) form a
     single contract (collectively referred to as this "Agreement") and the
     parties would not otherwise enter into any Transactions. The entering into
     of each Transaction takes effect as an amendment to this Agreement (but no
     such amendment is effective to defeat or prejudice the operation of Section
     15)."

(b)  PAYMENTS: In Section 2:

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

           "Each payment will be by way of exchange for the corresponding
           payment or payments payable by the other party.";

     (ii)  In Section 2(a)(ii) insert immediately after the words "freely
           transferable funds" the following words:

           ", free of any set-off, counterclaim, deduction or withholding
           (except as expressly provided in this Agreement)".

     (iii) Insert new paragraphs (iv) and (v) in Section 2(a) immediately after
           Section 2(a)(iii) as follows:

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

           (v)   Where:

                 (1)  payments are due pursuant to Section 2(a)(i) by Party A to
                      Party B (the "PARTY A PAYMENT") and by Party B to Party A
                      (the "PARTY B PAYMENT") on the same day; and

                 (2)  the Security Trust Deed applicable to Party B's
                      obligations and entitlement referred to in Section
                      2(a)(v)(1) has become, and remains at that time,
                      enforceable,

                 then Party A's obligation to make the Party A payment to Party
                 B shall be subject to the condition precedent (which shall be
                 an "applicable condition precedent" for the purpose of Section
                 2(a)(iii)(3)) that Party A first receives either:

                 (3)  the Party B payment; or

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

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

           "Each new account so designated must be in the same tax jurisdiction
           as the original account."
<PAGE>


          (v)  Delete Section 2(d)(i)(4) in its entirety;

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

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

(c)  ADDITIONAL REPRESENTATIONS: In Section 3 add the following immediately
     after paragraph (f):

     "(g) NON ASSIGNMENT. It has not assigned (whether absolutely, in equity or
          otherwise) or declared any trust over or given any charge over any of
          its rights under this Agreement or any Transaction (other than, in
          respect of Party B, the Warehouse Funds or Sub-Funds created pursuant
          to the Trust Deed and the charge given pursuant to a Security Trust
          Deed).

     (h)  CONTRACTING AS PRINCIPAL. Subject to Section 15, each existing
          Transaction has been entered into by that party:

          (i)  in the case of Party A, as principal and not otherwise; or

          (ii) in the case of Party B, in its capacity as trustee of a Warehouse
               Fund or Sub-Fund constituted under the Trust Deed and not
               otherwise."

(d)  ADDITIONAL COVENANT: In Section 4 add a new paragraph as follows:

     "(f) CONTRACTING AS PRINCIPAL. Subject to Section 15, Party A will enter
          into all Transactions as principal and not otherwise and Party B will
          enter into each Transaction in its capacity as trustee of a Warehouse
          Fund or Sub-Fund constituted under the Trust Deed and not otherwise."

(e)  EVENT OF DEFAULT: Delete Section 5(a)(i) and insert instead:

     "(i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any
          payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
          required to be made by it if such failure is not remedied at or before
          10.00 am on the tenth Local Business Day after notice of such failure
          is given to the party;"

(f)  TAX EVENT: Section 5(b)(ii) is amended by:

     (i)  deleting the words ", or there is a substantial likelihood that it
          will," where they appear in that Section; and

     (ii) deleting the words "(1) be required to pay to the other party an
          additional amount in respect of an Indemnifiable Tax under Section
          2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii)
          or 6(e)) or (2)" where they appear in that section.

(g)  TERMINATION: In Section 6:

     (i)  Add the following sentence at the end of the first paragraph of
          Section 6(b)(ii):

          "However, if Party B is the Affected Party, then Party B will only be
          obliged to make such efforts to effect a transfer in accordance with
          this Section 6(b)(ii) as it is able to make by application of funds
          available for such application in accordance with the provisions of
          the Trust Deed."

     (ii) add the following sentence at the end of the second paragraph of
          Section 6(b)(ii):
<PAGE>

          "However, if Party A is that other party it must, if so requested by
          Party B, use reasonable efforts to make such a transfer to an
          Affiliate (as that expression is defined in Section 14) at the expense
          of Party B.";

    (iii) Add the following sentence at the end of the last paragraph of
          Section 6(b)(ii):

          "However, consent may be withheld if the other party considers that
          its credit exposure to the transferor would be adversely affected by
          the transfer."

     (iv) Delete the last sentence of the first paragraph in Section 6(e).

(h)  TRANSFER: Section 7 is deleted and replaced with the following:

     "7.  TRANSFER

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

     (b)  Nothing in this Section 7:

          (i)  restricts the parties agreeing to a novation of the interests and
               obligations of a party in or under this Agreement (including any
               Transaction) including, but not limited to, for the purposes of
               giving effect to a transfer under section 6(b)(ii);

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

         (iii) restricts a transfer by a party after the other party has agreed
               to the variation of this Agreement to the extent necessary to
               permit such transfer; or

          (iv) restricts a transfer by a Security Trustee pursuant to the
               exercise of its powers under a Security Trust Deed.

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

(i)  MISCELLANEOUS: In Section 9(b) the first word "No" is replaced with:

          "Except to the extent that the entering into of each Transaction takes
          effect as an amendment to this Agreement (in the manner and subject to
          the qualification referred to in Section 1(c), as varied by Part 5(f)
          of the Schedule), no".

(j)  NOTICES: In Section 12:

          (i)  delete the following words where they appear on lines 2 and 3 of
               Section 12(a):


<PAGE>

          "(except that a notice or other communication under Sections 5 or 6
          may not be given by facsimile transmission or electronic messaging
          system)"; and

          (ii) delete paragraph (iii) of Section 12(a) and insert instead:

        "(iii) if sent by 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 Section
               unless the recipient notifies the sender within 24 hours of the
               facsimile being sent that the facsimile was not received in its
               entirety in legible form;".

(k)  DEFINITIONS: In Section 14:

     (i)  Section 14 is renumbered as Section 14(a).

     (ii) delete the definition "Affected Transactions" and insert the
          following:

          "AFFECTED TRANSACTIONS" means:

          (a)  with respect to a Termination Event that is a Tax Event where
               Party A is the Affected Party, all Transactions affected by the
               occurrence of such Termination Event; and

          (b)  with respect to any other Termination Event, all Transactions."

    (iii) delete the following words from the definition of "Default Rate":

          "plus 1% per annum".

     (iv) the definition of "MARKET QUOTATION" is replaced with:

          ""MARKET QUOTATION" means, with respect to one or more Terminated
          Transactions and a party making the determination, an amount
          determined on the basis of quotations from Reference Market-makers.
          Each quotation will take into account any existing Credit Support
          Document with respect to the obligations of such party.

          Each quotation will be determined as either:

          (1)  the amount, if any, that would be paid to such party (expressed
               as a negative number) or by such party (expressed as a positive
               number) in consideration of an agreement between such party and
               the quoting Reference Market-maker to enter into a transaction
               (the "REPLACEMENT TRANSACTION") that would have the effect of
               preserving for such party the economic equivalent of the Future
               Obligations of both parties; or

          (2)  the present value (calculated using commercially reasonable
               discount rates) of the difference or the differences on each
               Scheduled Payment Date that would have occurred after the Early
               Termination Date between:

               (a)  the Future Obligations of the other party to the Terminated
                    Transaction or Terminated Transactions; and

               (b)  the obligations that a quoting Reference Market-maker would
                    have under a transaction ("REPLACEMENT TRANSACTION") that
                    would preserve for the party making the determination that
                    party's Future Obligations, with such present value being

<PAGE>

                    positive if (a) is greater than (b) and negative if (a) is
                    less than (b).

          The Replacement Transaction would be subject to such documentation as
          such party and the Reference Market-maker may, in good faith, agree.
          The party making the determination (or its agent) will request each
          Reference Market-maker to provide its quotation to the extent
          reasonably practicable as of the same day and time (without regard to
          different time zones) on or as soon as reasonably practicable after
          the relevant Early Termination Date. The day and time as of which the
          quotation or quotations are to be obtained will be selected in good
          faith by the party obliged to make a determination under Section 6(e),
          and, if each party is so obliged, after consultation with the other.

          If more than 3 quotations are provided, the Market Quotation will be
          the arithmetic mean of the quotations, without regard to the
          quotations having the highest and lowest values. If exactly 3 such
          quotations are provided, the Market Quotation will be the quotation
          remaining after disregarding the highest and lowest quotations. For
          this purpose, if more than one quotation has the same highest value or
          lowest value, then one of such quotations shall be disregarded. If
          fewer than 3 quotations are provided, it will be deemed that the
          Market Quotation in respect of such Terminated Transaction or group of
          Terminated Transactions cannot be determined."

     (v)  insert the following new definitions:

          ""FUTURE OBLIGATIONS" means all payment or delivery obligations
          (whether the underlying obligation was absolute or contingent and
          assuming the satisfaction of each applicable condition precedent) of a
          party under section 2(a)(i) in respect of a Terminated Transaction or
          group of Terminated Transactions, that would, but for the occurrence
          of the relevant Early Termination Date, have been required after that
          date. (For this purpose, Unpaid Amounts in respect of the Terminated
          Transaction or group of Terminated Transactions are to be excluded
          but, without limitation, any payment or delivery that would, but for
          the relevant Early Termination Date, have been required (assuming
          satisfaction of each applicable condition precedent) after that Early
          Termination Date is to be included).

          "MANAGER" means the "Manager" from time to time under the Trust Deed,
          which Manager is at the date of this Agreement PUMA Management
          Limited, ACN 003 297 336 of Level 22, 20 Bond Street, Sydney.

          "TRUST DEED" means a Deed of Trust dated 13 July 1990 (as amended)
          made between the party named as the Founder in the First Schedule of
          that Deed and Party B, pursuant to which the trust funds, collectively
          known as the "PUMA Fund" are constituted."

     (vi) Insert the following new Section 14(b) and (c) after Section 14(a);

          "(b) Unless the context indicates a contrary intention, references in
               this Agreement to a "Confirmation" include a reference to a
               "Novation Confirmation" as defined in the Master Novation Annex
               annexed to this Agreement.

          (c)  Unless otherwise defined herein, terms defined in the Trust Deed
               have the same meaning where used in this Agreement."

(l)  TRUSTEE PROVISIONS: Insert the following new Section 15 after Section 14:

     "15. CAPACITY OF PARTY B AND SEGREGATION OF FUNDS
<PAGE>

          (a)  All provisions of this Agreement shall have effect and be applied
               subject to this Section 15.

          (b)  For the purposes of this Section 15:

               (i)  "ASSETS" includes all assets, property and rights real or
                    personal of any nature whatsoever; and

                    "OBLIGATIONS" means all obligations and liabilities of
                    whatsoever kind undertaken or incurred by or devolving upon
                    Party B under or in respect of this Agreement, or any deed,
                    agreement, confirmation or other instrument collateral or
                    supplemental herewith or given or entered into pursuant
                    hereto; and

               (ii) a reference to fraud, negligence, default or breach by Party
                    B includes a reference to any fraud, negligence, default or
                    breach by any officer or employee of Party B.

          (c)  Party B enters this Agreement only as trustee of the Fund and,
               notwithstanding anything herein contained, the other parties
               hereto acknowledge and declare that the Obligations are
               undertaken or incurred by Party B severally in its capacity as
               trustee of each Warehouse Fund and each Sub-Fund on behalf of
               which it enters Transactions hereunder and, accordingly, except
               for Party B's liability resulting from Party B's own fraud,
               negligence or wilful default in performing its obligations under
               this Agreement or its own breach of the Trust Deed, the recourse
               of Party A hereto against Party B in respect of any Obligation is
               limited severally to Party A's right to recover under the
               Security Trust Deed relating to the Warehouse Fund or Sub-Fund in
               respect of which that Obligation was undertaken or incurred.

          (d)  Without limiting the generality of Section 15(c), the provisions
               of this Agreement shall have effect severally in respect of each
               Warehouse Fund and each Sub-Fund and shall be enforceable by or
               against Party B in its capacity as trustee of each such Warehouse
               Fund or Sub-Fund as though a separate Agreement applied between
               Party A and Party B for each of Party B's said several
               capacities, to the intent that (inter alia):

               (i)  unless the context indicates a contrary intention, each
                    reference to "Party B" in this Agreement shall be construed
                    as a several reference to Party B in its respective
                    capacities as trustee of each Warehouse Fund and each
                    Sub-Fund;

               (ii) this Agreement together with each Confirmation relating to a
                    particular Warehouse Fund or Sub-Fund will form a single
                    separate agreement between Party A and Party B in its
                    capacity as trustee of that Warehouse Fund or Sub-Fund and
                    references to the respective obligations (including
                    references to payment obligations generally and in the
                    context of provisions for the netting of payments and the
                    calculation of amounts due on early termination) of Party A
                    and Party B shall be construed accordingly as a several
                    reference to each mutual set of obligations arising under
                    each such separate agreement between Party A and Party B in
                    its several capacities as trustee of each Warehouse Fund and
                    each Sub-Fund;


<PAGE>

              (iii) representations made and agreements entered by the parties
                    under this Agreement are made and entered severally by Party
                    B in its respective capacities as trustee of each Warehouse
                    Fund and each Sub-Fund and may be enforced by Party B
                    against Party A severally in Party B's said several
                    capacities;

               (iv) rights of termination, and obligations and entitlements
                    consequent upon termination, only accrue to Party A against
                    Party B severally in Party B's respective capacities as
                    trustee of each Warehouse Fund and each Sub-Fund, and only
                    accrue to Party B against Party A severally in Party B's
                    said several capacities; and

               (v)  without limiting Section 15(d)(iv), the occurrence of an
                    Event of Default or Termination Event in respect of one
                    Warehouse Fund or one Sub-Fund shall not in itself
                    constitute an Event of Default or Termination Event in
                    respect of any other Warehouse Fund or Sub-Fund."

5.2  ADDITIONAL PROVISIONS

(a)  1991 ISDA DEFINITIONS: This Agreement, each Confirmation and each
     Transaction are subject to the 1991 ISDA Definitions (as published by the
     International Swap Dealers Association, Inc.) (the "1991 DEFINITIONS"), and
     will be governed in all respects by any provisions set forth in the 1991
     Definitions, without regard to any amendments to the 1991 Definitions
     subsequent to the date thereof. The provisions of the 1991 Definitions are
     incorporated by reference in, and shall be deemed to be part of, this
     Agreement and each Confirmation. Any reference to a:

     (i)  "SWAP TRANSACTION" in the 1991 Definitions is deemed to be a reference
          to a "Transaction" for the purpose of interpreting this Agreement or
          any Confirmation; and

     (ii) "TRANSACTION" in this Agreement or any Confirmation is deemed to be a
          reference to a "Swap Transaction" for the purpose of interpreting the
          1991 Definitions.

(b)  INCONSISTENCY: In the event of any inconsistency between any two or more or
     the following documents, they shall take precedence over each other in the
     following order:

     (i)  any Confirmation;

     (ii) this Agreement; and

     (iii) the 1991 Definitions.

(c)  APPOINTMENT OF MANAGER: Party B hereby exclusively appoints the Manager as
     its attorney to act on Party B's behalf with respect to this Agreement. The
     Manager:

     (i)  may arrange, enter into, and monitor Transactions and novations of
          Transactions, execute Confirmations, and exercise all other rights and
          powers of Party B hereunder; and

     (ii) without limiting the generality of the foregoing, the Manager, and not
          Party B, will issue, and receive, on behalf of Party B all notices,
          Confirmations, certificates and other communications to or by Party A
          hereunder,

     until such time as Party B serves written notice on Party A of the
     revocation of the Manager's

<PAGE>

     authority to act on behalf of Party B in accordance with this paragraph
     (d).

(d)  PROCEDURES FOR ENTERING INTO TRANSACTIONS:

     (i)  CONFIRMATION OF TRANSACTIONS. With respect to each Transaction entered
          into pursuant to this Agreement and for the purposes of Section
          9(e)(ii), Party A will, on or promptly after the relevant Trade Date,
          send Party B a Confirmation confirming that Transaction and Party B
          (either itself or through the Manager) must promptly then confirm the
          accuracy of or request the correction of such Confirmation.

     (ii) SPECIFICATION OF SUB-FUND. Party B will enter into each Transaction in
          its capacity as trustee of a specific Warehouse Fund or Sub-Fund. Each
          Confirmation regarding a Transaction must specify the name of the
          Warehouse Fund or Sub-Fund to which the Transaction relates.

(e)  MASTER NOVATION ANNEX. From time to time Party A and Party B may agree to
     novate one or more Transactions from a Selling Fund to a Sub-Fund. Each
     such novation will be governed by the Master Novation Annex annexed to this
     Agreement unless otherwise agreed by Party A and Party B.

(f)  ACCELERATED PAYMENTS CLAUSE: Where Party B is the Fixed Rate Payer under a
     Transaction, Party B may reduce the Fixed Rate applicable to that
     Transaction in accordance with the following procedure:

     (i)  At any time Party B may serve a notice on Party A in writing
          requesting a reduction in the Fixed Rate and specifying:

          (a)  the Transaction in respect of which the reduction is sought;

          (b)  the amount which Party B proposes to pay to Party A in
               consideration of the reduction (the "ACCELERATED AMOUNT");

          (c)  the Payment Date from which the reduced Fixed Rate shall be
               effective (the "RELEVANT PAYMENT DATE"); and

          (d)  a day, being a Business Day no earlier than 1 clear Business Day
               after the day on which service of the notice is effective, on
               which payment of the Accelerated Amount will be made and the
               reduction will become binding (the "VARIATION DATE").

     (ii) Upon such a notice being served, the parties must negotiate in good
          faith to agree not later than the Business Day immediately preceding
          the nominated Variation Date, a reduced Fixed Rate which would apply
          from the Relevant Payment Date in consideration of payment of the
          Accelerated Amount.

    (iii) If agreement is reached in accordance with paragraph (f)(ii), then:

          (a)  on the Variation Date, Party B shall pay Party A the Accelerated
               Amount; and

          (b)  with effect from the Variation Date the Transaction (including
               the Confirmation in respect thereof) shall be varied so that,
               with effect from the Relevant Payment Date (and in respect of
               each Payment Date thereafter), the Fixed Rate shall be the rate
               agreed pursuant to paragraph (f)(ii).

     (iv) If agreement is not reached in accordance with paragraph (f)(ii),
          then, at the option of Party B:
<PAGE>

          (a)  Party B will not pay Party A the Accelerated Amount and the Fixed
               Rate will not be altered; or

          (b)  Party B may, notwithstanding the failure to reach an agreement
               pursuant to paragraph (f)(ii), pay the Accelerated Amount to
               Party A on the Variation Date and the reduced Fixed Rate to apply
               from the Relevant Payment Date shall be determined by Party B (or
               by the Manager on its behalf) in accordance with paragraph (f)(v)
               below.

     (v)  If paragraph (f)(iv)(b) applies, the reduced Fixed Rate shall be the
          then applicable Fixed Rate for the Transaction reduced by such amount
          as, when applied from the Relevant Payment Date through to the
          Maturity Date for the Transaction, results in reductions of each of
          the remaining Fixed Amounts payable by Party B under the Transaction,
          which reductions have an aggregate discounted present value as at the
          Variation Date equal to the amount of the Accelerated Payment. The
          rate to be applied in determining each of the discounted present
          values required for that calculation shall be, for each relevant
          maturity, the average of the rates quoted to Party B (or the Manager
          on its behalf) by 3 leading dealers in the Australian interest rate
          swap market as the fixed rate each such dealer would be prepared to
          pay in an equivalent swap for that maturity minus 50 basis points or,
          in the event that it is not possible to obtain such quotes, the rate
          to be applied shall be the rate reasonably determined by the parties
          having regard to comparable indices then available.

     (vi) Neither the Floating Rate nor the Notional Amount is to vary as a
          result of the operation of this clause.

    (vii) Party B shall not be entitled to require any reduction of the Fixed
          Rate by application of this paragraph (f) that would result in the
          Fixed Rate being negative.

   (viii) Upon a Transaction being varied in accordance with this paragraph
          (f), that Transaction so varied shall be reconfirmed by the parties in
          accordance with Part 5.2(d)(i) of this Schedule as though it were a
          new Transaction.

(g)  FURTHER ASSURANCES: Each party shall, upon request by the other party (the
     "REQUESTING PARTY") at the expense of the requesting party, perform all
     such acts and execute all such agreements, assurances and other documents
     and instruments as the requesting party reasonably requires to assure and
     confirm the rights and powers afforded, created or intended to be afforded
     or created, under or in relation to this Agreement and each Transaction or
     other dealing which occurs under or is contemplated by it.

(h)  INTEREST RATE CAPS, COLLARS AND FLOORS: For purposes of the determination
     of a Market Quotation for a Terminated Transaction in respect of which a
     party ("X") had, immediately prior to the designation or occurrence of the
     relevant Early Termination Date, no future payment obligations, whether
     absolute or contingent, under Section 2(a)(i) of this Agreement with
     respect of the Terminated Transaction, (i) the quotations obtained from
     Reference Market makers shall be such as to preserve the economic
     equivalent of the payment obligations of the party ("Y") that had,
     immediately prior to the designation or occurrence of the relevant Early
     Termination Date, future payment obligations, whether absolute or
     contingent, under Section 2(a)(i) of this Agreement with respect to the
     Terminated Transaction and (ii) if X is making the determination such
     amounts shall be expressed as positive amounts and if Y is making the
     determination such amounts shall be expressed as negative amounts.

(i)  OPTIONS: For the purposes of the determination of a Market Quotation for a
     Terminated Transaction that is identified as an Option, the quotations
     obtained from Reference Market-makers shall take into account, as of the
     relevant Early Termination Date, the economic equivalent of the right or
     rights granted pursuant to that Option which are or may become exercisable.
<PAGE>

(j)  FORWARD RATE AGREEMENTS: The September 1992 Australian Addendum No. 6 - A$
     Forward Rate Agreements in the form of the copy attached to this Agreement
     is deemed to be incorporated in this Agreement.

(k)  RECORDED CONVERSATIONS: Each party:

     (i)  consents to the recording of the telephone conversations of trading
          and marketing personnel of that party and its Affiliates in connection
          with this Agreement or any potential Transaction; and

     (ii) agrees to obtain any necessary consent of, and give notice of such
          recording to, such personnel of it and its Affiliates.





<PAGE>


                              MASTER NOVATION ANNEX

This Master Novation Annex is annexed to and forms part of the Master Agreement
dated between Morgan Guaranty Trust Company of New York, London Office as Party
A and Perpetual Trustees Australia Limited as Party B.

--------------------------------------------------------------------------------
1.          DEFINITIONS

            In this Annex:

            "NOVATION CONFIRMATION" means the form of novation confirmation set
            out in the Schedule to this Annex.

            "NOVATION DATE" means, in relation to a Transaction, the date the
            novation of that Transaction becomes effective.

            "RELEVANT SELLINGFUND" means, in relation to a Transaction, Party B
            in its capacity as trustee of the Selling Fund which is a party to
            that Transaction.

            "RELEVANT SUB-FUND" means in relation to a Transaction, Party B in
            its capacity as trustee of the Sub-Fund to which that Transaction is
            to be novated.

--------------------------------------------------------------------------------
2.          CONSIDERATION

            Each novation of a Transaction under this Annex constitutes, without
            the need for anything further, a binding agreement on the part of
            each of the Relevant Selling Fund, the Relevant Sub-Fund and Party A
            that the consideration constituted by the releases and obligations
            given and undertaken respectively pursuant to this Annex, together
            with such other consideration as may be provided under the Trust
            Deed or elsewhere, in respect of the novation of that Transaction
            and any other dealing or transaction that occurs in conjunction with
            that novation, comprises adequate commercial consideration for their
            respective releases and obligations under this Annex in relation to
            the novation of that Transaction.

--------------------------------------------------------------------------------
3.          NOVATION FROM WAREHOUSE FUND TO SUB-FUND

3.1         RELEASE OF WAREHOUSE FUND

            On and from the Novation Date for a Transaction, the Relevant
            Selling Fund and Party A will have no further rights against, or
            obligations to, each other in connection with that Transaction.

3.2         ASSUMPTION BY SUB-FUND

            On the Novation Date for a Transaction, the Relevant Sub-Fund is
            deemed to undertake to Party A that it will duly observe and perform
            and totally assume all the obligations of the Relevant Selling Fund
            under that Transaction, the time for performance of which is on or
            after the Novation Date as if the Relevant Sub-Fund had been named
            as a party to that Transaction instead of the Relevant Selling Fund.

3.3         ACKNOWLEDGMENT BY MORGAN GUARANTY

            On the Novation Date for a Transaction, Party A is deemed to
            undertake and acknowledge to the Relevant Sub-Fund that the Relevant
            Sub-Fund is on and from the Novation Date entitled to all the rights
            and entitlements of the Relevant Selling Fund under that Transaction
            to the extent that such rights and entitlements arise or accrue on
            or after the Novation Date.
<PAGE>


3.4         REFERENCES TO PARTY B

            On and from the Novation Date for a Transaction, every reference in
            the Confirmation for that Transaction to "Party B" or the Relevant
            Selling Fund is deemed to be a reference to the Trustee in its
            capacity as trustee of the Relevant Sub-Fund.

--------------------------------------------------------------------------------
4.          REPRESENTATIONS AND WARRANTIES

            On the Novation Date for a Transaction, the Relevant Selling Fund
            and Party A are deemed to represent and warrant to the Relevant
            Sub-Fund as at that date, that:

            (a)  (DUE PERFORMANCE): each of the Relevant Selling Fund and
                 Party A has duly and punctually performed and observed all
                 the terms and conditions of that Transaction on its part to
                 be performed and observed;

            (b)  (NO DEFAULT): to the best of its knowledge and belief there
                 is no default or any event which is, or with the lapse of
                 time or expiry of notice or at the election of any person
                 could become, an Event of Default or a Termination Event in
                 relation to that Transaction;

            (c)  (NO AMENDMENT): other than as disclosed in writing prior to
                 that Novation Date, the terms of that Transaction are fully
                 disclosed in its Confirmation and have not been
                 supplemented, amended or varied; and

            (d)  (NO CROSS-CLAIMS): neither the Relevant Selling Fund nor
                 Party A has made any claim, cross-claim, cross-demand or
                 exercised any right of set-off against the other in respect
                 of that Transaction other than in accordance with the terms
                 of that Transaction.

--------------------------------------------------------------------------------
5.          AGREEMENT AND CONFIRMATION

5.1         AGREEMENT TO NOVATE

            An agreement to novate a Transaction under this Annex becomes
            binding when Party A and Party B (or the Manager on its behalf)
            agree (whether orally or otherwise) the Novation Date for that
            Transaction and the Sub-Fund to which it will be novated.

5.2         NOVATION CONFIRMATIONS

            As soon as practicable after an agreement to novate has been entered
            into in accordance with Section 5.1 of this Annex, Party B (or the
            Manager on its behalf) must issue to Party A a Novation
            Confirmation. Upon receipt of a Novation Confirmation, Party A must
            promptly either:

            (a)  confirm the accuracy of the Novation Confirmation by
                 counter-signing and returning that Novation Confirmation to
                 the Manager; or

            (b)  request the correction of that Novation Confirmation.



<PAGE>


                      SCHEDULE TO THE MASTER NOVATION ANNEX

                              NOVATION CONFIRMATION

[Date]

TO:      MORGAN GUARANTY TRUST COMPANY OF NEW YORK, LONDON OFFICE ("PARTY A")

FROM:    PERPETUAL TRUSTEES AUSTRALIA LIMITED, ACN 000 431 827,  ("PARTY B")

NOVATION CONFIRMATION

The parties refer to the Master Agreement made between Party A and Party B (the
"MASTER AGREEMENT"). Unless the context indicates a contrary intention, terms
defined in the Master Agreement have the same meaning where used in this
Novation Confirmation.

For the purposes of this Novation Confirmation:

(a)  a reference to the Relevant Selling Fund is a reference to [Name of Selling
     Fund];

(b)  a reference to the Relevant Sub-Fund is a reference to [Name of Sub-Fund];
     and

(c)  a reference to the Novation Date is a reference to [Insert Date].

The parties hereby confirm and agree that as of the Novation Date each of the
Transactions (the "NOVATED TRANSACTIONS") referred to in the Schedule to this
Novation Confirmation is novated from the Relevant Selling Fund to the Relevant
Sub-Fund in accordance with the terms of the Master Novation Annex.

                                    SCHEDULE

                              NOVATED TRANSACTIONS


SERIAL NO.  TRADE DATE         FACILITY NO.   NOTIONAL    FIXED SWAP   CURRENT
                                              AMOUNT      RATE         FLOATING
                                                                       RATE

Aggregate Notional Amount:

Aggregate Fixed Swap Rate (being a weighted average calculated by reference to
the Notional Amount of each Novated Transaction):

This Novation Confirmation supplements and forms part of the Master Agreement.

Confirmed as of the date first above written.

For and on behalf of the Manager as attorney

for Party B

 ....................................       .....................................

(Authorised Officer)                       (Authorised Officer)

For and on behalf of Party A

 ....................................       .....................................

(Authorised Officer)                       (Authorised Officer)


<PAGE>

                                                                [JP MORGAN LOGO]

                     30 DAY - 90 DAY BASIS SWAP CONFIRMATION
                                 PRO-FORMA ONLY

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

ATTN:          [ ]
               PUMA Global Trust No. 1

FAX NO:        [ ]

FROM:          MORGAN GUARANTY TRUST COMPANY OF NEW YORK

RE:            SWAP TRANSACTION CONFIRMATION
               TRADE DATE:         [ ]
               EFFECTIVE DATE:     [ ]

YOUR REF:      [ ]
OUR REF:       [ ]
DATE SENT:     [ ]
NO OF PAGES:   [ ]

--------------------------------------------------------------------------------
<PAGE>
                                                                [JP MORGAN LOGO]

                                                                [DATE]

Perpetual Trustees Australia Limited
(in its capacity as trustee of PUMA Global Trust No. 1)
c/o The Manager: PUMA Programme
Level 22, 20 Bond Street
Sydney NSW 2000

Dear Sir,

Swap Transactions - PUMA Global Trust No. 1

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

1. This Confirmation supplements, forms part of, and is subject to the Master
Agreement dated 13 June 1996, as amended and supplemented from time to time (the
"Agreement") between you and us. All provisions contained in the Agreement
govern this Confirmation except as expressly modified below.

2. Terms defined in the 1992 ISDA Master Agreement for PUMA Global Trust No. 1
dated [ ], as further specified in the Supplemental Terms and Conditions for
Issue [ ], have the same meanings when used in this Confirmation.

3. The terms of the particular Transaction to which this Confirmation relate are
as specified in the Annexure to this Confirmation.

4. For the purposes of this Confirmation, Morgan Guaranty Trust Company of New
York, London Office, is known as "Morgan", and Perpetual Trustees Australia
Limited in its capacity as trustee of PUMA Global Trust No. 1 is known is
"Trustee".

5. Account Details

PAYMENTS TO MORGAN:

Account for payments in AUD:     Westpac Banking Corporation Sydney,
                                 Australia

Favour:                          Morgan Guaranty Trust Co of New York -
                                 London Office

ABA/Bank No.:                    [ ]


Account No.:                     MGN0010979

PAYMENTS TO COUNTERPARTY:

Account for payments in AUD:     To be advised

Favour:                          PUMA Global Trust No. 1

ABA/Bank No.:                    [ ]

Account No.:                     To be advised


--------------------------------------------------------------------------------
                                                                     Page 1 of 5
<PAGE>
                                                                [JP MORGAN LOGO]


6. Offices

(a) The Office of Morgan for the Swap Transaction is LONDON; and
(b) The Office of Trustee for the Swap Transaction is SYDNEY.


                                              Yours sincerely,

                                              MORGAN GUARANTY TRUST
                                              COMPANY OF NEW YORK

                                              By:
                                                 ----------------------
                                              Name:
                                              Title:

Confirmed as of the
Date above first written

PERPETUAL TRUSTEED AUSTRALIA LIMITED (ABN 86 000 431 827) in its capacity as
trustee of PUMA Global Trust No. 1

By:
   -------------------------
Name:
Title:

cc:  Perpetual Trustees Australia Limited
     (In its capacity as trustee of PUMA Global Trust No. 1)
     Level 7, 1 Castlereagh Street
     Sydney NSW 2000
     Attention: Manager - Mortgage Securitisation


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                                    ANNEXURE

Morgan Deal Number:                          [ ]

Trade Date:                                  [Trade Date]

Effective Date:                              [Effective Date]

Termination Date:                            [Termination Date], (adjusted in
                                             accordance with the Modified
                                             Following Business Day Convention)

Business Day Locations for Trustee:          Sydney

Business Day Locations for Morgan:           Sydney

Payments will be:                            Net

FLOATING AMOUNTS 1:

Floating Amounts Payable by Trustee:

Floating Rate Payer 1:                       Perpetual Trustees Australia
                                             Limited in its capacity as trustee
                                             of PUMA Global Trust No. 1

Notional Amount:                             [ ] AUD

Floating Rate Payer 1 Payment Dates:         Each [ ] starting with [ ] up to,
                                             and including, the Termination
                                             Date, subject to adjustment in
                                             accordance with the Modified
                                             Following Business Day Convention
                                             and there will be an adjustment to
                                             the Calculation Period

Floating Rate Option 1:                      30 DAY BBSW

Floating Rate 1 Day Count Fraction:          Actual/365 (Fixed)

Reset Dates:                                 The first day of each Calculation
                                             Period

Compounding:                                 Applicable

Spread:                                      [ ]

FLOATING AMOUNTS 2:

Floating Amounts payable by Morgan:

Floating Rate Payer 2:                       Morgan Guaranty Trust Company of
                                             New York, London Office

Notional Amount:                             [ ] AUD


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                                                                [JP MORGAN LOGO]


Floating Rate Payer 2 Payment Dates:         Each [ ] starting with [ ] up to,
                                             and including, the Termination
                                             Date, subject to adjustment in
                                             accordance with the Modified
                                             Following Business Day Convention
                                             and there will be an adjustment to
                                             the Calculation Period

Floating Rate Option 2:                      90 DAY BBSW

Spread:                                      None

Floating Rate 2 Day Count Fraction:          Actual/365 (Fixed)

Reset Dates:                                 The first day of each Calculation
                                             Period

Compounding:                                 Inapplicable

                                    GLOSSARY

Terms defined in the 1992 ISDA Master Agreement for PUMA Global Trust No. 1
dated [ ], as further specified in the Supplemental Terms and Conditions for
Issue [ ]:

Issue [ ] Senior Global Certificate
Quarterly Payment Date
Quarterly Period

Terms defined in the 1991 ISDA Definitions are:

Compounding calculations in Article 6 of the Definitions
Modified Following Business Day Convention

ALL ENQUIRIES REGARDING PAYMENTS AND/OR RATE RESETTINGS SHOULD BE SENT TO:

MORGAN GUARANTY TRUST COMPANY OF NEW YORK
60 VICTORIA EMBANKMENT
LONDON.  EC4Y 0JP

                    ALISON KAY GIBSON, FARIDA EL-GAMMAL
                    SWAP OPERATIONS
TELEPHONE:          LONDON : 44 207 325 9861
FACSIMILE:          LONDON : 44 207 325 7400

PLEASE QUOTE THE MORGAN DEAL NUMBER INDICATED ABOVE.

ALL ENQUIRIES REGARDING CONFIRMATIONS SHOULD BE SENT TO:

MORGAN GUARANTY TRUST COMPANY OF NEW YORK
AKASAKA PARK BUILDING,
2-20, AKASAKA 5-CHOME,
MINATO-KU, TOKYO 107-6151,
JAPAN


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                                                                [JP MORGAN LOGO]


ATTENTION:          M KURE, A SATAKE,  Y. HASUNUMA, M KITAJIMA, H KAGEYAMA,
                    M GYODA, M ISA

TELEPHONE:          81-3-5573-1892 / 1296  / 1974 / 1301, 81-3-5770-9367 /
                    9341 / 9372

FACSIMILE:          81-3-5573-1304

EMAIL ADDRESS:      TOKYO_FI_DERIVATIVE_CONFIRMATION@JPMORGAN.COM

PLEASE QUOTE THE MORGAN DEAL NUMBER INDICATED ABOVE.


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