ASSET ADMINISTRATION AGREEMENT


                    Principal Healthcare Finance Pty Limited

                          Omega (Australia) Pty Limited

                        Permanent Nominees (Aust) Limited

                       Permanent Trustee Australia Limited

                            Deloitte Touche Tohmatsu





































                 255 Elizabeth Street Sydney NSW 2000 Australia
              Tel +61 2 9286 8000 Fax +61 2 9283 4144 DX 107 SYDNEY
                   Email: postmaster@sydney.PhillipsFox.com.au
                     WWW site: http://www.PhillipsFox.com.au

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                                    CONTENTS


1.   DEFINITIONS AND INTERPRETATION......................................2
     1.1      Definitions................................................2
     1.2      Presumptions of interpretation.............................2
     1.3      Headings and table of contents.............................3
     1.4      Joint and several..........................................3
     1.5      Successors and assigns.....................................3
     1.6      References to and calculations of time.....................3
     1.7      Bond Trustee's capacity....................................3
     1.8      Security Trustee's capacity................................4

2.   APPOINTMENT.........................................................4
     2.2      Duration...................................................6
     2.3      General Rights and Duties..................................6
     2.4      Delegation.................................................6
     2.5      Consultation with other professionals......................7
     2.6      Professional indemnity insurance...........................7
     2.7      Indemnity..................................................7
     2.8      Approvals and Authorisations...............................8
     2.9      Compliance with Agreements.................................8
     2.10     Trust......................................................8
     2.11     Property Manager' Expenses.................................8
     2.12     Reliance on Information....................................9

3.   REMUNERATION........................................................9

4.   PROPERTY MANAGER' OBLIGATIONS.......................................9
     4.1      The Properties.............................................9
     4.2      Property Manager to keep records relating to Properties....9
     4.3      Deliberately omitted......................................10
     4.4      Investor Reports..........................................10
     4.5      Use of electronic systems.................................10
     4.6      Access to Books and Records...............................10
     4.7      Service of notices........................................10
     4.8      Warranties................................................10
     4.9      Records kept at Property Manager's Address................10
     4.10     Property Manager to supply copies.........................11
     4.11     No Liability..............................................11
     4.12     Rent collection...........................................11
     4.13     Arrears procedures........................................11
     4.14     General monitoring and inspection.........................12
     4.15     Tenant liaison and application for consent................12
     4.16     Rent reviews and re-lettings..............................13
     4.17     Properties insurance......................................13
     4.18     Taxation administration...................................13
     4.19     Letting...................................................14
     4.20     Maintenance of records....................................14
     4.21     Statutory Accounts........................................14
     4.22     Property Manager's Accounts...............................15
     4.23     Statutory obligations.....................................15
     4.24     Records and Books of Account..............................15
     4.25     Compliance with Deed......................................15
     4.30     Exercise of Lessee  Substitution Right....................16

5.   TERMINATION........................................................17
     5.2      Consequence of termination................................18
     5.3      Responsibilities following termination....................18

6.   FURTHER ASSISTANCE.................................................19

7.   MISCELLANEOUS......................................................19

8.   GENERAL............................................................20
     8.1      Variations................................................20
     8.2      Waiver....................................................20
     8.3      Rights cumulative.........................................20
     8.4      Services non-exclusive....................................20
     8.5      No Partnership............................................21

9.   ASSIGNMENT.........................................................21
     9.1      Property Manager..........................................21
     9.2      Permitted Assignments.....................................21
     9.3      Issuer, Bond Trustee and Security Trustee.................21

10.  NOTICES............................................................21

11.  GOVERNING LAW AND SUBMISSION TO JURISDICTION.......................22
     11.1     Submission to Courts......................................22
     11.2     Waiver to objection to forum..............................22
     11.3     Service of Process........................................22

12.  COUNTERPARTS.......................................................23

13.  APPOINTMENT OF STANDBY MANAGER.....................................23

14.  NON PETITION.......................................................25

15.  FORCE MAJEURE......................................................25

SCHEDULE 1..............................................................26

SCHEDULE 2..............................................................27



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                           ASSET ADMINISTRATION DEED




THIS DEED is made on the      day of   October  1999


BETWEEN:

PRINCIPAL  HEALTHCARE  FINANCE PTY  LIMITED,  ACN 069 875 476 in its capacity as
trustee of the PHF Trust of C/- Phillips Fox, 255 Elizabeth Street,  Sydney, New
South Wales ("the Issuer")

OMEGA (AUSTRALIA) PTY LIMITED ACN 082 747 331 of C/- Phillips Fox, 255 Elizabeth
Street,  Sydney,  New South  Wales  ("the  Property  Manager"  which  expression
includes any entity for the time being providing  property  management  services
under or pursuant to this Deed);

PERMANENT  NOMINEES (AUST) LIMITED ACN 000 154 441 of 23-25 O'Connell  Street,
Sydney,  New South Wales ("Bond Trustee")

PERMANENT  TRUSTEE  AUSTRALIA  LIMITED  ACN 008 412 913 of 23-25  O'Connell
Street,  Sydney,  New South  Wales ("Security Trustee")

The  partners in the firm of  chartered  accountants  known as  DELOITTE  TOUCHE
TOHMATSU  of  Grosvenor  Place,  225  George  Street,  Sydney,  New South  Wales
("Standby Manager") which expression includes its assignees or transferees;



RECITALS

A    The Issuer is the  registered  proprietor of the Property and is the lessor
     or licensor of the Leases.

B    The Issuer  wishes to appoint the Property  Manager to manage its interests
     in the Properties in the manner set out in this Deed.

C    The Property Manager has agreed to accept such appointment on the terms set
     out in this Deed.

D    The  Issuer  has  entered  into the  Securities  in favour of the  Security
     Trustee over, inter alia, all the Properties as security inter alia for its
     obligations  to the  Bondholders  pursuant to the Bond and  Security  Trust
     Deed.

E    The  Standby  Manager  has  agreed to act as  substitute  for the  Property
     Manager in the manner set out in this Deed.



BACKGROUND

1.    DEFINITIONS AND INTERPRETATION

1.1   Definitions

      In this deed,  words and expressions  which are defined in the Definitions
      Deed but are not  defined  in this  deed have the same  meaning  as in the
      Definitions, and

     "Definitions  Deed"  means the deed dated on or about the date of this deed
      and made between,  among others the Issuer, the Bond Trustee, the Security
      Trustee  and the  Property  Manager and setting out the meaning of certain
      words and expressions.

     "Invested  Assets"  means the book value of Invested  Assets for the Issuer
      where Book Value means the assets of the Issuer as  recorded  from time to
      time:

     (a) before any appraisal write-up in accordance with Australian GAAP; and

     (b) before provision for amortisation depreciation,  depletion or valuation
         reserves,

         and the book value of the Invested Assets means the total assets of any
         nature  owned,  leased,  managed or operated by the Issuer from time to
         time, excluding:

     (a) goodwill and other intangible assets;

     (b) cash; and

     (c) cash equivalent investments with terms which mature in one year or less

              and increased by the amount of any increase in appraisal, write-up
              of assets  of the  Issuer  and its  consolidated  subsidiaries  as
              reported in annual valuations for such fiscal period and decreased
              by the  amount  of any  reduction  in  appraisal  of assets of the
              Issuer as reported in annual valuation for such fiscal period.

              "GST" means and goods and services,  value added,  consumption  or
              similar tax which is imposed by law whether of the Commonwealth of
              Australia or any State or Territory of Australia;

             "Investor Report" means a report containing the information in
              Schedule 1.

              "Loan  Enforcement  Notice" means a written notice provided by the
              Bond  Trustee  or the  Security  Trustee to the  Property  Manager
              advising  the  Property  Manager  that an  Event of  Default  ( as
              defined in the Bond and  Security  Trust Deed) or a Step-in  Event
              (as defined in the Bond and Security  Trust Deed) has occurred and
              that the Bond Trustee or Security Trustee has exercised any of its
              rights  under the  Finance  Documents  arising as a result of such
              Event of Default or Step-in Event.

              "Project  Account  Deed"  means the deed so  entitled  between the
              Issuer,  the Bond  Manager,  the  Bond  Trustee  and the  Property
              Manager dated on or about the date of this deed.

              Services"  means the  services  to be  performed  by the  Property
              Manager pursuant to the terms of this deed including under clauses
              2.1.1 and 2.9;

1.2    Presumptions of interpretation

1.2.1 Unless the context otherwise requires a word which denotes:

       (a)    the singular denotes the plural and vice versa;

       (b)    any gender denotes the other genders; and

       (c)    a  person  includes  an  individual,   a  body  corporate,  and  a
              government.

1.2.2 Unless the context otherwise requires a reference to:

       (a)    any  legislation  includes any regulation or instrument made under
              it and where  amended,  re-enacted or replaced means that amended,
              re-enacted or replacement legislation;

       (b)    any other agreement or instrument  where amended or replaced means
              that agreement or instrument as amended or replaced; and

       (c) a group of persons includes any one or more of them.

1.2.3  Where a word or phrase is given a defined  meaning another part of speech
       or  other  grammatical  form in  respect  of that  word or  phrase  has a
       corresponding meaning.

1.3    Headings and table of contents

       Headings and any table of contents must be ignored in the  interpretation
       of this agreement.

1.4    Joint and several

       An  agreement  warranty  representation  or  obligation  which  binds  or
       benefits two or more persons under this agreement binds or benefits those
       persons jointly and separately.

1.5    Successors and assigns

       A person  includes the  trustee,  executor,  administrator,  successor in
       title and assign of that  person.  This clause must not be  construed  as
       permitting  a  party  to  assign  any  right  or  obligation  under  this
       agreement.

1.6    References to and calculations of time

       Unless the context otherwise  requires a reference to a time of day means
       that  time of day in the  state  or  territory  whose  laws  apply in the
       construction of this agreement.

1.7    Bond Trustee's capacity

       The Bond  Trustee has entered into this deed and has  undertaken  or will
       undertake all covenants,  terms and conditions on its part to be observed
       and performed  under this deed in its capacity as Bond Trustee only.  Any
       liability or right of indemnity in respect of any matter,  thing,  act or
       omission arising from this agreement actual or contingent, prospective or
       of some other kind (in this clause  called the  "liability" ) on the part
       of the Bond Trustee:

       (a)  is not personal;

       (b)  is at all times  limited to the Trust  Property  in respect of which
            the liability arose; and

       (c)  does not extend beyond money  received by the Bond Trustee for or on
            behalf of the Issuer,  the Bond Manager or the  Bondholders  subjest
            always  to  such  payments,  deductions,  withholdings  by the  Bond
            Trustee as authorised by the Finance Documents,

            except  to the  extent  that  such  liability  arises  from the Bond
            Trustee's fraud,  gross  negligence,  wilful misconduct or breach of
            trust.

1.8    Security Trustee's capacity

       The Security  Trustee has entered into this  agreement and has undertaken
       or will undertake all  covenants,  terms and conditions on its part to be
       observed and performed  under this  agreement in its capacity as Security
       Trustee  only.  Any  liability  or right of  indemnity  in respect of any
       matter,  thing,  act or omission  arising from this  agreement  actual or
       contingent,  prospective or of some other kind (in this clause called the
       "liability" ) on the part of the Security Trustee:

      (a)  is not personal;

      (b)  is at all times limited to the Trust Property in respect of which the
           liability arose; and

     (c)   does not extend beyond money received by the Security  Trustee for or
           on behalf of the Issuer, the Bond Manager or the Bondholders  subject
           always to such payments, deductions, withholdings by the Bond Trustee
           as authorised by the Finance Documents,

           except to the extent that such  liability  arises  from the  Security
           Trustee's fraud,  gross  negligence,  wilful  misconduct or breach of
           trust.

2.     APPOINTMENT

2.1 The Parties' agreement:

2.1.1  Subject to Clause  2.2 and until  termination  pursuant  to Clause 5, the
       Issuer appoints the Property Manager as its agent and on its behalf:

      (a)  to manage the day to day  operations  of the  business  of the Issuer
           and the  Properties  on the terms contained in this deed;

      (b)  to exercise the rights, powers,  authority,  discretions and remedies
           of the Issuer and to perform the  obligations  of the Issuer under or
           arising out of the Leases,  Lease  Guarantees,  the Moran Securities,
           the Substitution Deed and the Bondholder Securities;

     (c)   to enforce the Moran Securities;

     (d)   to bring,  defend,  settle  and adjust  any  claims  relating  to the
           Leases, Lease Guarantees and the Moran Securities, and

     (e)   promptly  upon becoming  aware of any such event,  to notify the Bond
           Trustee of any event of default under a Project Document;

     (f)   assisting in the preparation of annual budgets and business plans for
           approval by the board of the Issuer ("the Business Plans");

     (g)   using  its  best  efforts  to  present  to the  Issuer  a  continuing
           investment  program  consistent  with  the  investment  policies  and
           objectives of the Issuer as set out in the Business Plans;

     (h)   using  its  best   efforts  to  present  to  the  Issuer   investment
           opportunities  consistent with the Business Plans and such investment
           program as the Issuer may adopt from time to time;

     (i)   furnishing  or  obtaining  and  supervising  the  performance  of the
           administration of the day-to-day operations of the Issuer,  including
           the  investment  of reserve  funds and  surplus  cash in  investments
           approved by the Issuer;

     (j)   serving as one of the Issuer's  investment and financial advisors and
           providing research, economic, and statistical data in connection with
           the Issuer's investments and investment and financial policies;

     (k)   assisting the Issuer in investigating, selecting and negotiating with
           borrowers,   lenders,  mortgagors,   brokers,  investors,   builders,
           developers and others;

     (l)   consulting  with the Issuer and  providing the Issuer with advice and
           recommendations  with respect to the making,  acquiring (by purchase,
           investment,   exchange,  or  otherwise),   holding,  and  disposition
           (through sale, exchange, or otherwise) of investments consistent with
           the Business Plans;

     (m)   assisting  the Issuer in obtaining  such  services as may be required
           for property  management,  loan  disbursements,  and other activities
           relating  to  the   investments  of  the  Issuer,   so  long  as  the
           remuneration  for such  services is to be agreed to by the Issuer and
           the service provider;

     (n) advising the Issuer in connection with capital market activities;

     (o)   quarterly,  and at any time requested by the Issuer making reports to
           the Issuer regarding the Issuer's  performance to date in relation to
           the  Issuer's  current   approved   Business  Plan  and  its  various
           components,  as well as the  Property  Manager's  performance  of its
           services under this Agreement;

     (p)   making  or  providing  appraisal  reports,   where  appropriate,   on
           investments or contemplated investments of the Issuer;

     (q)   assisting in preparation of reports and other documents  necessary to
           satisfy the  reporting  and other  requirements  of any  governmental
           bodies  or  agencies   and   assisting   in   maintaining   effective
           communications  with  shareholders of the Issuer and the Bondholders;
           and

     (r)   doing all  things  necessary  to ensure  its  ability  to render  the
           services  contemplated  under this deed,  including  providing office
           space and office furnishings,  computing and accounting equipment and
           personnel necessary for the performance of these services as Property
           Manager,  all  at the  Property  Manager's  own  expense,  except  as
           otherwise expressly provided for in this deed

           in  each  case,  subject  to  and  in  accordance  with  any  express
           restrictions or limitations  contained in the Bondholder  Securities.
           The Property  Manager  accepts such  appointments  and  undertakes to
           carry out and perform  asset  administration  services  and  property
           administration services on the terms set out in this Deed, subject to
           the conditions of this Deed.

2.2   Duration

      Without  prejudice to the  obligations of the Property  Manager which this
      Deed  contemplates  will be performed on or before  Financial  Close,  the
      appointment  pursuant to Clause 2.1 is  conditional  upon the Initial Bond
      Issue  taking  place and will take effect  automatically  without  further
      action on the part of any person.  If the Initial Bond Issue has not taken
      place by 12 November 1999 this Deed will cease to be of further effect.

2.3   General Rights and Duties

2.3.1 The  Property  Manager  must at all  times  during  the term of this  Deed
      administer  pursuant to the terms of this Deed,  the Issuer's  interest in
      the Properties and the Leases,  Lease Guarantees and Moran Securities with
      the same skill and care as it would  administer  such assets if it was the
      beneficial owner of them.

2.3.2 The Property  Manager will not have any powers,  rights,  authorities  and
      discretions  in respect of the  operating  and  financial  policies of the
      Issuer,  the  power to  determine  which  remains  vested  in the board of
      directors of the Issuer.

2.4   Delegation

2.4.1 The  Property  Manager  may on its own  behalf  (and  not as  agent of the
      Issuer)  sub-contract  or delegate  the  performance  of all or any of its
      powers and  obligations  under  this Deed only if (but  subject to Clauses
      2.4.2 and 2.4.3):

      (a) the prior written consent of the Bond Trustee has been obtained, which
          consent  must not be  unreasonably  withheld  and will be deemed to be
          given if not refused  within  thirty  Banking Days of the later of the
          date of:

          (i)  receipt of request for consent; and

          (ii) the  date of  receipt  by the  Bond  Trustee  of any  information
               reasonably  requested  by the Bond  Trustee in order to  evaluate
               such a request; and

      (b)  the terms of any contract on which such  arrangements  are to be made
           have been approved by the Issuer and the Bond Trustee, which approval
           must not be unreasonably  withheld, and will be deemed to be given if
           not refused within thirty Banking Days of the later of:

           (i)  the date of receipt of request for consent; and

          (ii)  the date of  receipt  by the  Bond  Trustee  of any  information
                reasonably  requested  by the Bond  Trustee in order to evaluate
                such a request; and

      (c)  where the  arrangements  involve the custody or control of any deeds,
           documents  or files of the Issuer for the  purpose of  performing
           any  delegated  services,  the  sub-contractor  or delegate has
           executed an  acknowledgment  in form and  substance  acceptable  to
           the Bond Trustee  to the effect  that any such  deeds,  documents  or
           files are and will be held to the  order of the  Security  Trustee
           free from any lien or  encumbrance  in favour of the sub-contractor
           or delegate; and

      (d)  where the arrangements  involve or may involve the receipt by the
           sub-contractor  or delegate of money which,  in accordance  with this
           Deed, is to be paid into the Project  Account,  the sub-contractor
           or  delegate  has  executed  a  legally  binding  declaration  in
           form and substance  acceptable  to the Issuer and the Bond  Trustee
           that any such monies held by it or to its order are held on trust for
           the Issuer,  and/or will be paid  forthwith into the Project Account
           and

      (e)  any such  sub-contractor or delegate has executed a written waiver of
           any Encumbrance arising in connection with such delegated services to
           the extent that such  Encumbrance  relates to the  Properties  or any
           amount referred to in 2.4.1(d) above.

           Neither  the  Security  Trustee  nor the Bond  Trustee  (unless  they
           otherwise  agree in writing)  will have any  liability for any costs,
           charges or expenses payable to or incurred by such  sub-contractor or
           delegate or arising from the entering  into,  the  continuance or the
           termination of any such arrangement.

2.4.2  Notwithstanding  any  sub-contract or delegation of the whole or any part
       of the Property Manager's duties under this Deed, it will not be released
       from its obligations hereunder and shall remain liable to the same extent
       as if such duty had not been  sub-contracted  or delegated for any right,
       remedy or cause of action  that may arise due to any act or  omission  on
       the part of any such sub-contractor or delegate acting in such capacity.

2.4.3  The provisos to Clause 2.4.1 contained in paragraphs (a)-(e) inclusive of
       clause 2.4.1 do not apply to the  engagement  by the Property  Manager of
       any legal adviser, valuer, surveyor, estate agent, accountant, auditor or
       other  professional  adviser,  in connection  with the performance by the
       Property  Manager of any of its  obligations or functions or the exercise
       of its powers under this Deed.

2.5    Consultation with other professionals

       The  Property  Manager is entitled (or on the  instruction  of the Issuer
       compelled)   at  the  expense  of  the  Issuer  to  consult   such  other
       professional advisers on all matters it reasonably considers necessary in
       connection with the due discharge of the Services.

2.6    Professional indemnity insurance

       During the term of this Deed the Property Manager must effect and keep in
       force a professional  indemnity  insurance policy with a minimum cover of
       $5,000,000.00 in form and substance reasonably satisfactory to the Issuer
       and the Bond Trustee  concerning the performance by the Property  Manager
       and any of its respective employees,  agents, delegates or contractors of
       their  obligations  under this Deed  (which  policy may also cover  other
       property  management  activities of the Property  Manager).  The Property
       Manager must:

      (a) deposit a copy of the  insurance  policy with the Bond Trustee  within
          five (5)  Banking  Days after the date of this Deed with  evidence  of
          payment of the premium and

      (b) deposit evidence of renewal of the policy with the Bond Trustee within
          five  (5)  Banking  Days  of  such  renewal  being  effected  in  each
          succeeding year during which this Deed is current.

2.7    Indemnity

       The Property Manager indemnifies each of the Issuer, the Bond Trustee and
       the Security Trustee  (according to their interests in the Properties) on
       an after tax basis for any direct loss suffered, damage sustained or cost
       incurred  as a result of a breach by any of the  Property  Manager or any
       sub contractor or delegate of any of the material terms and conditions in
       this Deed.

2.8    Approvals and Authorisations

       The Property Manager must, so far as it reasonably can do so, perform its
       obligations  under  this  deed  in  such a way as  not to  prejudice  the
       continuation of any approval, authorisation,  consent or license required
       by any  applicable  law or regulation to be held by the Issuer or MHCA in
       connection with the Properties.

2.9    Compliance with Agreements

       The Services  include  procuring (so far as the Property  Manager  having
       used all reasonable endeavours is able so to do) compliance by the Issuer
       with all applicable legal and regulatory  requirements and with the terms
       of the  Transaction  Documents  to which the  Issuer is a party,  but the
       Property  Manager must not lend or provide any sum to the Issuer and that
       the Property  Manager  shall have no liability  whatsoever to the Issuer,
       the Bond  Trustee,  the  Security  Trustee,  or any other  person for any
       failure  by the  Issuer  to make any  payment  due by it under any of the
       Transaction Documents (other than, but subject always to Clause 2.7, as a
       result of damages for breach of the Property Manager's  obligations under
       this deed).

2.10   Trust

        If the  Property  Manager  (including  in its  capacity as agent for the
        Issuer) receives any money arising from:

      (a)  the Properties, Leases or Lease Guarantees; or

      (b)  any contract of insurance or otherwise,

           subject to the  obligations of the Issuer or the rights of tenants to
           be  reimbursed  in respect of rent paid by them or to apply such rent
           (or require such money to be applied) in  accordance  with the Leases
           or  otherwise  in  the  repair  and   reinstatement  of  the  insured
           Properties, and that money belongs to the Issuer or, the Bond Trustee
           or the  Security  Trustee,  then  that  money is to be paid  into the
           Project  Account  (to be dealt with in  accordance  with the  Project
           Account  Deed),  and it will hold such  money on trust for the Issuer
           the Bond  Trustee  or the  Security  Trustee  (to the extent of their
           respective  interests)  and will  immediately  upon  receipt pay that
           money into the Project Account.

2.11   Property Manager' Expenses

2.11.1 The Issuer will, subject to Clause 2.11.3, reimburse the Property Manager
       for all out-of-pocket costs,  expenses and charges reasonably incurred by
       the Property  Manager in the  performance  of the Services on its behalf,
       but the Issuer shall only be obliged to reimburse the Property Manager in
       respect of any GST  incurred  by the  Property  Manager on such costs and
       expenses to the extent that such GST is not  recoverable  by the Property
       Manager by way of  repayment,  credit or  set-off  and the amount of such
       costs, expenses and charges
      (including  GST) paid to the  Property  Manager or to any  affiliate of or
       person connected with the Property Manager will not exceed $125,000.00 in
       any calendar year.

2.11.2 The Issuer  authorises the Property  Manager on its behalf to incur those
       costs,  expenses and  liabilities  to third  parties which either of them
       reasonably  considers necessary in connection with the enforcement of any
       Lease  Guarantee or the Moran  Securities  or otherwise in respect of the
       Properties.  Such costs,  expenses and liabilities are obligations of the
       Issuer, to be reimbursed to the Property Manager.

2.11.3 The  Property  Manager is  (subject  to clause  2.11.1)  entitled on each
       Payment  Date  to  reimbursement  of  out-of-pocket  and  other  expenses
       properly incurred pursuant to Clauses 2.11.1 and 2.11.2.

2.12   Reliance on Information

       The  Property  Manager  is  entitled  to act or  rely on and  assume  the
       accuracy  of (in the  absence  of  manifest  error)  any  information  it
       receives  from the Issuer,  the Bond Trustee or the Security  Trustee and
       will  incur no  liability  to any  person in acting on or relying on such
       information or advice.

2.16   Deliberately omitted.

2.17   Deliberately omitted.

3.     REMUNERATION

3.1    In  consideration  of the Property  Managers'  agreement to carry out the
       Services, but subject to the other provisions of this Deed and so long as
       this Deed is not terminated and the Property  Manager is not in breach of
       its  material  obligations  under  this  Deed,  the  Property  Manager is
       entitled to receive the Asset Management Fee
              calculated as set out in Schedule 2 and payable in accordance with
              Schedule 2.

4.     PROPERTY MANAGER' OBLIGATIONS

4.1    The Properties

       The Property Manager must, perform the Services,  and carry on the day to
       day  management of the  Properties  in accordance  with the terms of this
       Deed. Upon service of a Loan Enforcement Notice, the Property Manager, as
       an overriding obligation,  shall act in accordance with directions issued
       by the Security Trustee, in accordance with the terms of this Deed and as
       contemplated by the Finance Documents, to the exclusion of all others.

4.2    Property Manager to keep records relating to Properties

       The Property Manager must, in respect of the Properties:

      (a) prepare  and  maintain,  in  accordance  with  the best  practices  of
          commercial landlords and all applicable laws, all necessary management
          records and such other  records as the Issuer may  reasonably  require
          from time to time;

     (b)  maintain  copies of and  account  for the  necessary  sets of building
          maintenance  manuals  and  "as-built"  drawings  in each  case  (where
          already available);

     (c)  provide  copy  schedules  to the  Issuer  detailing  action  dates  in
          relation to rent (including any turnover rent) reviews, lease renewals
          and options;

     (d)  use its  reasonable  endeavours  to obtain and keep copies of planning
          consents  and all current certificates  of registration  and
          inspection  reports under the Aged Care Act (Cth) 1997, Aged or
          Disabled  Persons  Care Act 1954  (Cth),  National  Health  Act 1953
          (Cth),  the Nursing Homes Act 1988 (NSW),  the  Retirement  Villages
          Act 1989 (NSW),  the Hospital and Health  Services Act 1927 (WA),
          the  Retirement  Villages  Act 1992 (WA),  the Health Act 1911 (WA),
          the Health Act 1937 (Qld), and the Retirement Villages Act 1937 (Qld);

     (e)  obtain and keep copies of all  certificates  and notices received from
          MHCA or any other Operator relating to
                     occupancy levels and turnover; and

     (f)  maintain all accounting records in respect of the Issuer in accordance
          with  generally  accepted  accounting  principles in Australia and the
          best practices of commercial landlords.

4.3    Deliberately omitted

4.4    Investor Reports

       The Asset  Manager  will  provide the  Investor  Reports on a semi annual
       basis  to  the,  the  Security  Trustee  and  the  Bond  Trustee,  within
       twenty-five  (25)  Banking  Days of the end of each half of the  calendar
       year.

4.5    Use of electronic systems

       The  Property  Manager  will use  reasonable  endeavours  to  maintain in
       working  order the  electronic  systems used by the  Property  Manager in
       relation to the  Properties  and shall use such systems in managing  such
       Properties.  A duplicate of any computer  tape or similar  record held by
       the  Property  Manager  which  contains   information   relating  to  the
       Properties must be maintained by the Property  Manager in accordance with
       the disaster recovery  procedures of the Property Manager or any delegate
       of the Property  Manager from time to time, such tape to be replaced by a
       revised duplicate as and when the original tape or record is revised.

4.6    Access to Books and Records

       The Property Manager shall,  subject to all applicable  laws,  permit the
       Issuer and following  receipt of a Loan  Enforcement  Notice the Security
       Trustee and its or their auditors and any other person nominated by it at
       any time upon reasonable notice to have access to all books of record and
       accounts  relating to the management of the Properties in accordance with
       this Deed.

4.7    Service of notices

       The Property  Manager must in respect of the  Properties  and the Leases,
       use its reasonable endeavours to ensure that any notices which the Issuer
       is required to serve are served by or on behalf of the Issuer

4.8    Warranties

       The Property Manager must use its reasonable endeavours to ensure (to the
       extent it considers it appropriate  to do so in accordance  with the best
       practice of a prudent  commercial  landlord),  that all claims  under any
       warranties  given to the  Issuer in respect  of the  construction  of the
       Properties are made within each and every  applicable  time period and in
       any case within the time periods prescribed by law.

4.9    Records kept at Property Manager's Address

       All registers,  records,  accounts or contracts in the Property Manager's
       possession or control,  relating to the  Properties  and the provision of
       the Services,  together with all supporting invoices,  correspondence and
       the like in its possession or control will, be kept in a permanent office
       maintained in Australia by the Property  Manager and will be available on
       reasonable notice for inspection,  audit and copying by the Bond Trustee,
       the Security Trustee and the Issuer.

4.10   Property Manager to supply copies

       The  Property  Manager  may on its own  behalf  (and not as agent for the
       Issuer) enter into such contracts and agreements  permitted by Clause 2.4
       and shall  supply the  Issuer,  and the Bond  Trustee  with copies of all
       material contracts and agreements entered into by the Property Manager in
       connection with the provision of the Services delegated or sub-contracted
       by the  Property  Manager  pursuant to this Deed within ten (10)  Banking
       Days of entering into such contract.

4.11   No Liability

4.11.1 The Property  Manager has no liability for any obligation of MHCA or MHCG
       under any of the Leases,  the Lease Guarantee or the Moran Securities and
       nothing in this deed constitutes a guarantee,  or similar obligation,  by
       the Property Manager of MHCA or MHCG.

4.11.2 The Property Manager has no liability for the obligations or otherwise of
       the  Issuer or any of the other  parties  to the  Project  Documents  and
       nothing in this deed will constitute a guarantee,  or similar obligation,
       by the Property  Manager to the Issuer or any of the other parties to the
       Project Documents.

4.12   Rent collection

4.12.1 The  Property  Manager  will on behalf of the Issuer  demand the rents in
       accordance  with the provisions of each of the Leases and will notify the
       Issuer and the Bond  Trustee,  if any payment is not made within ten (10)
       Banking Days of the due date and will act as rent collection agent of the
       Issuer.

4.12.2 In the case of late payment, the Property Manager will demand and use all
       reasonable  endeavours  to  recover  any  rent  and  interest  due to the
       relevant  Issuer  where the Leases so allow and to the extent it (in good
       faith)  considers  it  appropriate  to  do  so  in  accordance  with  the
       reasonable  practice of a prudent  commercial  landlord  (considering the
       interests  of the  Bond  Trustee  and  the  Security  Trustee)  including
       instituting  proceedings,  in the name of the Issuer,  against  MHCA and,
       where available, enforce the Issuer' rights under the Moran Securities.

4.13   Arrears procedures

       The Property Manager will:

       (a) operate a rent collection system in respect of any arrears of rent or
           other payments due from MHCA; and

       (b) if there are  arrears  outstanding  after the due date in  accordance
           with the  terms and  conditions  of any  Lease,  provide  an  arrears
           schedule to the Issuer and the Bond  Trustee  and on a monthly  basis
           thereafter;

       (c) where  rent  deposits  are  held in  respect  of any  Lease  or Lease
           Guarantee, where it (in good faith) considers it appropriate to do so
           in accordance  with the reasonable  practice of a prudent  commercial
           landlord, draw down such rent deposits, PROVIDED THAT:

          (i)   the Property Manager will only use the proceeds of such drawdown
                to meet  the  obligations  referred  to in  clause  4.1  (a)-(f)
                inclusive of the Project Account Deed;

          (ii)  the Property  Manager must promptly  notify the Bond Trustee and
                the Bond Manager if it draws down a rent deposit; and

          (iii) and the Property  Manager must liaise with MHCA to replenish the
                applicable  deposit  account in accordance with the terms of the
                applicable guarantee; and

       (d) following a service of a Loan Enforcement Notice the Security Trustee
           or the Bond Trustee as the case may be will, pursuant to the terms of
           the Bondholder Securities, be entitled to the exclusion of the Issuer
           and the  Property,  Manager to deal with rent  deposits as if it were
           the Property Manager.

          The Standby  Manager is only obliged to use  reasonable  endeavours in
          respect of the above.

4.14   General monitoring and inspection

       The Property  Manager  will monitor the state of repair and  condition of
       the  Properties  advise on any  appropriate  works or repairs,  carry out
       inspections  at least once every  twelve  months  with a view to ensuring
       that the  Properties are kept, in a good and tidy condition in accordance
       with the terms of each of the  Leases  and the  requirements  of the best
       practices of a prudent commercial landlord.

4.15   Tenant liaison and application for consent

       The Property Manager must:

       (a) liaise with MHCA and any other  Operator  with a view to ensuring the
           proper running of the Properties and general compliance with the Aged
           Care Act (Cth) 1997 and the,  Aged or Disabled  Persons Care Act 1954
           (Cth),  National  Health Act 1953 (Cth),  the Nursing  Homes Act 1988
           (NSW),  the  Retirement  Villages  Act 1989 (NSW),  the  Hospital and
           Health Services Act 1927 (WA), the Retirement Villages Act 1992 (WA),
           the  Health  Act  1911  (WA),  the  Health  Act 1937  (Qld),  and the
           Retirement  Villages Act 1937 (Qld) or any  legislation  of a similar
           nature  in each  case to the  extent  it is able to do so  using  its
           reasonable endeavours.

       (b) receive  applications  from MHCA for works or  alterations,  consider
           such  applications  and decide a course of action with the Issuer and
           the Security  Trustee or following the service of a Loan  Enforcement
           Notice,  the Security  Trustee and following such  decision,  process
           such matters through to completion; and

       (c) receive  applications from MHCA for the Issuer's consent to assign or
           sublet  any of the  Leases  or for  the  Issuer's  agreement  for any
           extension or any amendment, waiver or release, or any dealing with or
           disposal of any property,  asset, undertaking or right subject to the
           Lease,  advise and take  instructions  from the Issuer,  convey those
           instructions to MHCA and, in accordance with those instructions,  see
           matters  through to a  satisfactory  conclusion,  with any charges or
           fees  chargeable  by the Issuer in respect  of these  services  being
           recovered from MHCA and not charged to the Issuer.

4.16   Rent reviews and re-lettings

       The Property  Manager will,  where  appropriate  in its opinion,  procure
       advice  on  behalf  of the  Issuer  and  comment  upon it  regarding  all
       negotiations  relevant to  surrenders of  tenancies,  rent  reviews,  the
       granting of new tenancies and renewals of existing  tenancies and provide
       information for completion of relevant  notices,  advise upon options for
       renewal of tenancies and rights of purchase or  pre-emption  contained in
       Leases or other  agreements  concerning  the  Properties.  Copies of such
       advice  and  comments  must be  sent to the  Issuer  (together  with  the
       Property Manager's  recommendations)  seeking the Issuer's  instructions.
       The Property  Manager must act in accordance with  instructions  received
       from the Issuer or, following the service of a Loan  Enforcement  Notice,
       the Security Trustee as the case may be.

4.17   Properties insurance

4.17.1 The Property  Manager will not knowingly  permit any Property to cease to
       be insured as required under the relevant Lease and Finance Documents.

4.17.2 The  Property  Manager  must in  accordance  with the  provisions  of the
       relevant Lease:

       (a) use reasonable  endeavours to procure that each  insurance  policy is
           issued  in the name  (inter  alia)  of the  relevant  Issuer  and the
           Security Trustee;

       (b) not knowingly  take any action or omit to take any action which would
           result in the avoidance or termination  of any  applicable  insurance
           policy or would reduce the amount payable on any claim;

       (c) use  reasonable  endeavours  to keep  each  policy of  insurance  (or
           another policy succeeding such policy and providing equivalent cover)
           in full  force and effect in  relation  to any  Property  to which it
           applies;

       (d) pay from funds  received  from MHCA or the Issuer as  applicable  the
           premiums due and payable  under any  applicable  policy in order that
           the cover provided by such policy shall not lapse;

       (e) use  its  best   endeavours  to  procure  payment  by  MHCA  (without
           obligation  to make  payment of the  premium  itself) of  premiums in
           relation to policies in accordance  with the Leases,  and the payment
           to the relevant insurance company.

4.18   Taxation administration

4.18.1 The Property Manager must:

       (a) procure that the Issuer prepares and submits the appropriate  returns
           to the Australian  Taxation Office or the appropriate  authority when
           necessary and in accordance with all legislative requirements in that
           regard then in force;

       (b) procure  that the  Issuer  prepares  and  submits  any claims for GST
           credits  and will  account to the  relevant  Issuer for such  refunds
           received  by  the  Property  Manager  in  a  timely  fashion  and  in
           accordance  with  all  applicable  legislative  requirements  in that
           regard;

       (c) issue GST  invoices on behalf of and in the name of the Issuer  where
           GST is payable in  relation to any supply of goods or services by the
           Issuer; and

       (d) use its best  endeavours  generally  to carry  out,  on behalf of the
           Issuer, such other  administration of GST and other Tax affairs as is
           reasonably  necessary  in order to ensure  that the Issuer is not and
           does not become  liable to pay interest or penalties to any person or
           authority  having  power to  administer  GST or such Tax. The Standby
           Manager is only obligated to use  reasonable  endeavours to carry out
           such obligations.

4.19   Letting

       The  Property  Manager  must on  request  from the  Issuer  advise on all
       aspects  of the  letting  of any  vacant  Property  (or part of it) which
       becomes  available during the term of this Deed or in connection with any
       refurbishment of any Property or part of it.

4.20   Maintenance of records

       The Property Manager must maintain records in hard copy and shall use its
       reasonable  endeavours  to  maintain  records in computer  readable  form
       containing  information  in  relation  to each  Property  and Lease.  The
       Property  Manager  must keep records and  information  in relation to the
       Leases in such manner as is identifiable from other leases and properties
       in respect of which the Property Manager is landlord or administrator and
       shall retain such records and information for the minimum period required
       by law from time to time for the keeping of records or other  information
       for the purposes of any applicable Taxes.

4.21   Statutory Accounts

4.21.1 The  Property Manager must:

       (a) prepare, or procure the preparation of, and deliver to the Issuer and
           the  Bond  Trustee  a profit  and loss  account,  balance  sheet  and
           directors'  report and any other reports and information  required to
           be  attached  or  incorporated  for the  Issuer  in  respect  of each
           accounting reference period of the Issuer; and

       (b) cause such accounts to be audited by Ernst & Young or other  auditors
           nominated  by  the  Issuer  who  are  reputable  and   professionally
           qualified; and

       (c) use its  reasonable  endeavours to procure that the Issuer'  auditors
           shall make a report  thereon and the  directors  of the Issuer  shall
           consider  each of them as required by law, all as soon as  reasonably
           practicable  and in any event  within  180 days  after the end of the
           relevant  accounting  period (and draft copies of all such  documents
           shall be  delivered  by or on behalf of the  Property  Manager to the
           Bond Trustee and the Issuer as soon as  reasonably  practicable  once
           they become available to the Property Manager).

4.21.2  At the same time as the audited  accounts  referred to in Clause  4.23.1
        are  delivered,  the parties will  endeavour to procure that the Issuer'
        auditors  report to the Bond  Trustee on the  procedures  and  practices
        followed by the Property  Manager  and/or the Issuer for the  management
        and  control of the  Properties  during  the year to which such  audited
        accounts relate.

4.21.3  The parties  acknowledge  that the Standby  Manager,  in its capacity as
        Standby  Manager  is under no  obligation  at any  time to  prepare  the
        statutory  accounts of the Issuer.  If the Standby  Manager is appointed
        pursuant to clause 13.1 and/or  Property  Manager,  it will provide such
        information as it has to the Issuer'  auditors and assist and co-operate
        with the Issuer auditors in the preparation of such accounts.

4.22    Property Manager's Accounts

        The Property  Manager will, as soon as they become  available but in any
        event  within  180 days after the end of each  accounting  period of the
        Property  Manager,  deliver to the Issuer and the Bond Trustee a copy of
        its  annual  audited  balance  sheets,  profit  and  loss  accounts  and
        directors'  report (or such other financial  statements as are customary
        in the relevant jurisdiction) together with any attachments. The Standby
        Manager will not be obliged to provide such  accounts if it is appointed
        pursuant to clause 13.1 at any time the and/or the Property Manager.

4.23    Statutory obligations

        The Property  Manager will, on behalf of the Issuer,  prepare or procure
        the preparation of and, so far as it is able,  file all reports,  annual
        returns,  statutory forms and other returns which the Issuer is required
        by law to prepare and file.

4.24    Records and Books of Account

        The Property  Manager will,  on behalf of the Issuer,  keep and maintain
        proper books of account and other  necessary  records in accordance with
        all  applicable  laws and  regulations,  generally  accepted  accounting
        principles and this Deed.

4.25    Compliance with Deed

4.26    The Property  Manager will use its reasonable  endeavours to do all such
        things as the Issuer or the Bond Trustee may  reasonably  require with a
        view to  enabling  the Issuer to comply with its  obligations  under the
        Bond and Security Trust Deed.

4.27    The Property Manager shall give to the Bond Trustee such information and
        evidence as it shall  reasonably  require,  and in such form as it shall
        reasonably require, as to the performance by the Property Manager of its
        obligations under this Deed.

4.28    The Property  Manager (but not the Standby  Manager)  will, on the
        occurrence  of an Event of Default or Step-in Event and so long as
        the relevant event has not been remedied  promptly  provide to the
        Bond  Trustee  and  the  Security  Trustee   notification  of  the
        occurrence  of  such an  event  and to the  extent  that it may be
        possible,  details of the steps proposed to be taken to remedy the
        relevant Event of Default or Step-in Event.

4.29    The Property  Manager  covenants with and undertakes to the Issuer,  the
        Bond Trustee and the Security Trustee (on behalf of itself) that without
        prejudice to any of its specific obligations under this deed:

       (a) it will  devote  such  amount  of time  and  attention  to,  and will
           exercise such level of skill,  care and diligence in, the performance
           of the Services as is  reasonably  required of a  reasonably  prudent
           commercial landlord;

       (b) it will comply with any proper and reasonable directions,  orders and
           instructions  in  accordance  with  the  terms  of this  Deed  and as
           contemplated by the Project Documents which the Issuer and, after the
           service of a Loan Enforcement  Notice,  the Security Trustee may from
           time to time give to each of them in relation to the  performance  of
           the Services and, in the event of any conflict after the service of a
           Loan  Enforcement  Notice,  the  directions and  instructions  of the
           Security Trustee shall prevail;

       (c) it will use its  best  endeavours  to  obtain  and keep in force  all
           licenses,  approvals,   authorisations  and  consents  which  may  be
           necessary for it to hold in connection  with the  performance  of the
           Services  and use its  reasonable  endeavours  to keep in force  such
           licenses,  approvals,  authorisations  and consents in respect of the
           Issuer;

      (d)  it will not knowingly fail to comply with any legal  requirements  in
           the performance of the Services;

      (e)  it will make all payments  required to be made by it pursuant to this
           Deed on the due  date for  payment  for  value  on such  day  without
           set-off or counterclaim;

      (f)  it will not amend or terminate any of the Project  Documents to which
           it is a party save in accordance with their terms without in any case
           the  prior  written  consent  of the Bond  Trustee  and the  Security
           Trustee as the case may be.

4.30    Exercise of Lessee  Substitution Right

4.30.1  If a Lessee  exercises  its right of  substitution  pursuant  to a
        Substitution  Agreement the Property Manager shall promptly inform
        the Issuer and the Bond  Trustee of the exercise of such right and
        the  action  required  to  ensure  the  Issuer  complies  with its
        obligations  in relation  thereto and  transfers  or procures  the
        transfer of the  relevant  interest or  interests  in the relevant
        Property   to  the  Lessee  in   accordance   with  the   relevant
        Substitution Deed.

4.30.2  The Issuer  appoints the  Property  Manager as its agent for the purpose
        of doing or procuring to be done all  things  necessary  to  ensure
        that the  Issuer  complies  with its  obligations  in relation  to  the
        exercise  by  a  Lessee  of  a  Moran  Option   Substitution  or  a
        Voluntary Substitution  and,  subject  to the  provisions  of the
        Substitution  Deed,  including  without limitation  the  discretion  to
        waive  any  of  the  conditions  or  criteria  for  substitution
        thereunder  subject  to and in  accordance  with the  Substitution Deed.
        The  Property  Manager covenants  to do or procure to be done all things
       (other than the payment of money) within its reasonable control necessary
        to ensure that the Issuer  complies with its  obligations in relation to
        the  Substitution  Deed and  transfers  or procures  the transfer of the
        relevant  interest in the relevant  Property to the Lessee in accordance
        with that Substitution Deed.

4.30.3  For good and valuable  consideration  the Issuer  irrevocably and as
        security for its obligations in Clause  4.21.1  hereby  appoints the
        Property  Manager to be its attorney and agent (with full power to
        appoint  substitutes  and to delegate,  including  the power to
        authorise  the person so appointed  to make  further  appointments) on
        its behalf and in its name or otherwise to execute any  document  with
        power to deliver the same and do any act or thing the Asset  Manager, in
        its absolute discretion,  considers  appropriate or desirable in
        connection with the discharge of the obligations of the Issuer under
        or otherwise in connection  with the  relevant  Substitution Deed.

4.30.4  Where  a  Moran  Option  Substitution  or a  Voluntary  Substitution  is
        exercised  the  Security  Trustee  shall  accept the  substitution  of a
        Property  pursuant to and subject to, the  Substitution  Deed subject to
        satisfying the substitution criteria set out in or referred to in clause
        12 and Schedules 10 and 11 of the Bond and Security Trust Deed.

5.      TERMINATION

5.1 Subject to Clause 5.3, if any of the following events shall occur:

        default is made by the Property Manager in the performance or observance
        of any of its covenants and obligations  under this Deed, which would in
        the opinion of the Security  Trustee be  materially  prejudicial  to the
        interests of the Bondholders and such default continues unremedied for a
        period of thirty (30)  Banking  Days and the Bond  holders have passed a
        resolution that the Property  Manager shall be removed by reason of such
        material  prejudice.  If the  relevant  default  occurs as a result of a
        default by any person to whom the Property  Manager  has, in  accordance
        with the terms of this Deed,  sub-contracted  or  delegated  part of its
        obligations  hereunder,  such default shall not entitle the Bond Trustee
        to terminate the appointment of the Property Manager under this clause 5
        if within  such  thirty (30)  Banking  Day period the  Property  Manager
        terminates the relevant  sub-contracting or delegation  arrangements and
        takes such steps as the Bond Trustee or Issuer may reasonably specify to
        remedy such default and indemnifies the Issuer, the Bond Trustee and the
        Security Trustee  (according to their respective  interests) against the
        consequences of such default;

       (a) an order is made or an effective resolution passed for the winding up
           of the Property Manager;

       (b) the  Property  Manager  ceases or  threatens to cease to carry on its
           business or a  substantial  part of its business or stops  payment or
           threatens to stop payment of its debts; or

       (c) the  Property  Manager  is deemed  unable to pay its debts  under any
           applicable law;

       (d) proceedings  are  initiated  against the Property  Manager  under any
           applicable  liquidation,  administration,   insolvency,  composition,
           reorganisation  (other than a reorganisation  the terms of which have
           been  approved by the Bond Trustee and where the Property  Manager is
           solvent) or other similar  laws,  except where such  proceedings  are
           being contested in good faith by the Property Manager; or

       (e) an  administrator  or  other  receiver,  administrator,   supervisor,
           liquidator or other similar  official is appointed in relation to the
           Property  Manager or in relation to the whole or any substantial part
           of the undertaking or assets of the Property Manager; or

       (f) an encumbrancer takes possession of the whole or any substantial part
           of the undertaking or assets of the Property Manager; or

       (g) distress,  execution or other  process is levied or enforced  upon or
           sued out against the whole or any substantial part of the undertaking
           or  assets  of the  Property  Manager  and is not  discharged  within
           fifteen (15) Banking Days; or

       (h) the Property  Manager  initiates or consents to judicial  proceedings
           relating to itself under any applicable liquidation,  administration,
           insolvency, composition,  reorganisation or other similar laws or the
           Property  Manager shall makes a conveyance or assignment of the whole
           or any  substantial  part  of  its  assets  for  the  benefit  of its
           creditors generally; or

       (i) a Loan  Enforcement  Notice is given and the Bond  Trustee  is of the
           opinion  that the  continuation  of the  appointment  of the Property
           Manager is materially prejudicial to the interests of the Bondholders
           , and the  Bondholders  have passed a  resolution  that the  Property
           Manager shall be removed by reason of such material prejudice;

           then the Bond Trustee may, if directed by the Bondholders, at once or
           at any time  thereafter  while such  default  continues  by notice in
           writing to the Property  Manager  terminate  the  appointment  of the
           Property  Manager  with effect from a date (not earlier than the date
           of the notice) specified in the notice.

5.2     Consequence of termination

        On and after  termination  of the  appointment  of the Property  Manager
        pursuant to Clause 5.1 all authority  and power of the Property  Manager
        will be terminated and be of no further effect and the Property  Manager
        will not  subsequently  hold  itself  out in any way as the agent of the
        Issuer  or as the  case  may be the  Security  Trustee  or Bond  Trustee
        pursuant to this Deed.

5.3     Responsibilities following termination

5.3.1   Upon  termination of the appointment of the Property  Manager pursuant
        to Clause 5.1 the Property Manager must  promptly  deliver to (and in
        the meantime  hold on trust for, and to the order of), the  Security
        Trustee  and the Issuer (or as the  Security  Trustee  shall  direct)
        all books of account,  papers, records,  registers,  correspondence and
        documents in their possession or under its control  relating to the
        affairs of or  belonging  to the Issuer or the  Security  Trustee or
        relating to the Property  the Leases and any monies then held by the
        Property  Manager on behalf of the Issuer  and any other  assets of the
        Issuer or the  Security  Trustee  and shall take such further  action in
        relation  thereto as the Security  Trustee may direct.  The  Property
        Manager will, in addition,  provide all relevant  information  contained
        on computer  records in the form of magnetic  tape,  together  with
        details of the layout of the files  encoded on such  magnetic tapes.
        The  Property  Manager  must  co-operate  with and assist  the  Issuer
        and the  Security Trustee and their  respective  nominees for the
        purposes of  explaining  the file layouts and the format of the magnetic
        tapes generally.

5.3.2   The Property  Manager must deliver to the Issuer and the Bond Trustee as
        soon as reasonably  practicable but in any event within five (5) days of
        it becoming aware of a notice of any of the matters in clause 5.1(a)-(j)
        or any  event  which  with  the  giving  of  notice  or lapse of time or
        certification would constitute such an event.

5.3.3   Termination of the appointment of the Property  Manager is without
        prejudice to  liabilities of any of the parties due or incurred to
        the  Property  Manager or any  liability  which it is committed to
        incur  before  the date of such  termination  or vice  versa.  The
        Property  Manager  shall  have no right of  set-off or any lien in
        respect of such amounts  against amounts held by them on behalf of
        any of the  parties  which  will be held in trust or in  escrow as
        appropriate in any event.

5.3.4   On  termination  of the  appointment  of the Property  Manager the
        Property  Manager is entitled to receive all fees and other moneys
        accrued  in  respect  of  such  appointment  up  to  the  date  of
        termination  but  will not be  entitled  to any  other or  further
        compensation. Moneys so receivable by the Property Manager must be
        paid subject to and in accordance  with the provisions of the Bond
        and Security Trust Deed on the dates on which they would otherwise
        have fallen due.  For the  avoidance  of doubt,  such  termination
        shall not affect the Property  Manager's rights to receive payment
        of all amounts due to it by any of the parties  hereto  under this
        Deed.

5.3.5   The  Property  Manager  will  not be  entitled  to  terminate  its
        appointment  and  will  continue  to be  obliged  to  provide  the
        Services in respect of the Properties notwithstanding  non-payment
        of the Asset  Management  Fee or any other amount owed to it under
        this Deed. Where  such  non-payment  is not  rectified  within 15
        Banking  Days the  Property  Manager will be entitled to terminate
        its  appointment  on 90 days  notice  to the  Issuer  and the Bond
        Trustee (if such unpaid amount  remains  unpaid at the end of that
        90-day period).

5.3.6   The  provisions  of Clauses 8 and 13 (to the extent  that they relate to
        Clause  2)  of  this  Deed  shall   remain  in  full  force  and  effect
        notwithstanding  the  termination  of the  appointment  of the  Property
        Manager hereunder.

6.      FURTHER ASSISTANCE

6.1     The parties hereto agree that they will co-operate fully and do all such
        further  acts and things and  execute any  further  documents  as may be
        reasonable  and  necessary  or  desirable  to give  full  effect  to the
        arrangements contemplated by this Deed.

6.2     Without  prejudice to the  generality  of Clause 6.1, the Issuer and the
        Bond Trustee  (subject to and in accordance with the Finance  Documents)
        will upon request by the Property Manager forthwith give to the Property
        Manager such written  authorisations  or mandates and instruments as are
        necessary to enable the Property Manager to perform the Services.

6.3     In the  event  that  there is any  change in the  identity  of the
        Security  Trustee in accordance  with the Bond and Security  Trust
        Deed, the retiring  Security  Trustee shall execute such documents
        with any other  parties to this Deed and take such actions as such
        new Security  Trustee may  reasonably  require for the purposes of
        vesting in such new  Security  Trustee the rights of the  Security
        Trustee under this Deed and under the Bond and Security Trust Deed
        and, if so determined by the new Security  Trustee,  releasing the
        retiring Security Trustee from further obligations thereunder.

6.4     In the event that there is any change in the  identity of the Bond
        Trustee in accordance  with the Bond and Security  Trust Deed, the
        retiring Bond Trustee shall execute such  documents with any other
        parties  to this  Deed  and  take  such  actions  as such new Bond
        Trustee may reasonably require for the purposes of vesting in such
        new Bond  Trustee the rights of the Bond  Trustee  under this Deed
        and under the Bond and Security  Trust Deed and, if so  determined
        by the new Bond Trustee,  releasing the retiring Bond Trustee from
        further obligations thereunder.

6.5     Nothing  contained in this deed will impose any  obligation or liability
        on the Bond Trustee or the Security  Trustee to assume or perform any of
        the obligations of the Issuer or the or the Property  Manager under this
        deed will or render them liable for any
         breach.

7.      MISCELLANEOUS

7.1     In the  event  that,  after  redemption  in full of the  Bonds and
        payment of all other  amounts  owing to any person (other than the
        Issuer) under the Finance Documents, the remaining sums available
        to the  Issuer  and  the  Bond  Trustee  or  Security  Trustee  or
        remaining  proceeds of enforcement are  insufficient to satisfy in
        full the outstanding fees of the Property Manager, such fees shall
        be reduced by the amount of such insufficiency.

7.2     The Property  Manager  agrees that it will not set off or purport to set
        off any amount  which the Issuer is or will become  obliged to pay to it
        under  this Deed  against  any  amount  from  time to time  owing by the
        Property  Manager  to the  Issuer or the Bond  Trustee  or the  Security
        Trustee.

7.3     Deliberately omitted.

7.4     Deliberately omitted.

7.5     Notwithstanding any other provisions of this Deed, all obligations
        to, and rights of, the Bond Trustee or the Security  Trustee under
        or in connection  with this Deed shall  automatically  terminate 6
        months  after the  discharge  in full of all amounts  owing by the
        Issuer under the Finance  Documents,  provided  that this shall be
        without prejudice to any claims in respect of such obligations and
        rights arising prior to such date.

7.6     The  Property  Manager  assumes  no  responsibility  other than to
        render the  Services in good faith and in  accordance  with normal
        standards  required of a prudent  manager of commercial  property.
        The Property Manager will not be responsible for any action of the
        Issuer  in   following  or  declining  to  follow  any  advice  or
        recommendation of the Property  Manager,  except by reason of acts
        constituting  bad faith,  wilful  misconduct  or negligence of the
        Property Manager.

7.7     The  obligations  and duties of the Property  Manager with regard to the
        Services extend only to those obligations and duties expressly  referred
        to in this Deed.

8.      GENERAL

8.1     Variations

        No variation of this Deed shall be valid unless it is made by deed by or
        on behalf of each of the parties.

8.2     Waiver

        The failure to exercise or delay in  exercising  a right or remedy under
        this Deed  shall not  constitute  a waiver of such  right or remedy or a
        waiver of any other rights or remedies and no single or partial exercise
        of any right or  remedy  under  this  Deed  shall  prevent  any  further
        exercise  of such right or remedy or the  exercise of any other right or
        remedy.

8.3     Rights cumulative

        The rights and remedies  contained in this Deed are  cumulative  and not
        exclusive of any rights or remedies provided by law.

8.4     Services non-exclusive

        Nothing in this Deed shall prevent the Property  Manager from  rendering
        services  similar to those  provided for in this Deed to other  persons,
        firms or  companies  or from  carrying  on a  business  similar to or in
        competition with the business of the Issuer.

8.5     No Partnership

8.5.1   None of the parties to this Deed are  partners or joint  venturers  with
        each other,  and nothing  herein  shall be  construed so as to make them
        such partners or joint  venturers or impose any liability as such on any
        of them.

8.5.2   The Property  Manager  shall not be under any  obligation  to appear in,
        prosecute  or defend any legal  action  which is not  incidental  to its
        duties pursuant to this Deed which in its reasonable opinion may involve
        it in any expense or liability.

9.      ASSIGNMENT

9.1     Property Manager

        The Property Manager must not assign or transfer or purport to assign or
        transfer any of its  respective  rights or  obligations  under this Deed
        subject to Clause 9.2.  The Standby  Manager may assign its rights under
        this deed with the prior  written  consent of the Bond  Trustee  and the
        Issuer (none of which are to be  unreasonably  withheld) but the Standby
        Manager may only transfer its obligations under or pursuant to this Deed
        with the prior written  consent of the Bond Trustee and the Issuer (none
        of which are to be unreasonably withheld) and provided further that such
        transferee shall execute a form of asset administration agreement in the
        same form as this Deed.

9.2     Permitted Assignments

9.2.1   The Property Manager is entitled to assign or transfer any of its rights
        or obligations under this Deed to

        (a) any Related Body Corporate or Subsidiary of the Property Manager; or

        (b) any entity which is approved by the Bond Trustee,  such approval not
            to be unreasonably withheld.

9.2.2   Upon any such  assignment  the transferee or assignee must execute
        an  Asset  Administration  Deed in the  same  form and on the same
        terms as this Deed. It is acknowledged  that it will be reasonable
        for the Bond  Trustee  not to approve a proposed  assignee  if the
        Bond Trustee, in its absolute discretion,  considers such proposed
        assignee  is not a  reputable  and  experienced  provider of asset
        management  and  advisory  services  in  relation  to nursing  and
        residential care homes.

9.3     Issuer, Bond Trustee and Security Trustee

        The  Security  Trustee or the Bond Trustee may assign or transfer any of
        their respective  rights or obligations under this Deed to any successor
        additional  Security Trustee or Bond Trustee (as appropriate)  appointed
        under the Bond and  Security  Trust Deed.  The Issuer may only assign or
        transfer their respective rights and obligations hereunder in accordance
        with, or as contemplated by, the terms of the Transaction Documents.

10.     NOTICES

        All Notices  must be in writing  and will be duly and  validly  given or
        made if  given  or  served  by  personal  delivery  or sent by  pre-paid
        registered  or recorded  delivery  mail to the persons and the addresses
        specified  below or to such other person  and/or  address as a party may
        specify  from  time to time by  written  notice  to the  other  parties.
        Notices given or served by personal delivery shall be deemed to be given
        or served on the date of delivery.  Notices sent by pre-paid  registered
        or recorded  delivery  mail shall be deemed to be given or served on the
        second Banking Day after the period of posting unless they are proved to
        have been received  later,  in which case they shall be treated as given
        or served on receipt.

        Notices shall be addressed as follows:

        (a) in the case of the Property  Manager,  to Omega  (Australia) Pty
            Limited,  Suite 1601,  Level 16, 227 Elizabeth Street,  Sydney,
            New South Wales,  facsimile number 612 9267 0955, telephone number
            612 9261 4499, attention: Chief Executive;

        (b) copies, to Omega  Worldwide  Inc, 900 Victors Way,  Suite 345,
            Ann Arbor,  Michigan,  MI 48103,United States of America, facsimile
            number: + 1 734 887 0301,  telephone number: + 1 734 887 0300,
            attention: Chief Financial Officer;

        (c) copy to Omega (UK) Limited,  145 Cannon  Street,  London,  EC4N 5BQ,
            facsimile number 44 171 929 3555, telephone number 44 171 929 3444;

11.     GOVERNING LAW AND SUBMISSION TO JURISDICTION

11.1    Submission to Courts

        Each of the parties hereto agree that:

        (a) this Deed is governed by and shall be construed in  accordance  with
            the laws of New South Wales;

        (b) for the benefit of the Security  Trustee and the Bond  Trustee,  the
            courts of New South Wales have  jurisdiction  to hear and decide any
            suit,  action or  proceedings,  and to settle any disputes which may
            arise  out  of  or  in  connection  with  this  Deed  (respectively,
            "Proceedings" and "Disputes"); and

        (c) for the  above  purposes,  each  party  irrevocably  submits  to the
            jurisdiction of the courts of New South Wales.

11.2    Waiver to objection to forum

        Each party  irrevocably  waives any objection  which it might view or at
        any time have to the courts of New South  Wales being  nominated  as the
        forum to hear and determine any  Proceedings  and to settle any Disputes
        and agree  not to claim  that the  courts  of New South  Wales are not a
        convenient or appropriate forum.

11.3    Service of Process

        Process  by which any  Proceedings  are begun in New South  Wales may be
        served on any party to this Deed to be served by being  delivered to the
        address  for such  party  set out in Clause 10 but,  in  respect  of the
        Issuer,  Proceedings  must be served on the  Property  Manager at: Suite
        1601,  Level 16, 227 Elizabeth  Street,  Sydney,  New South Wales (or at
        such other  address  notified by Issuer),  or in all other  cases,  such
        other  address in Australia  that each party shall have  notified to the
        others in writing.  Should the  appointment  by the Issuer cease for any
        reason  to be  effective,  then the  relevant  party  shall  immediately
        appoint a further  person in Australia  to accept  service of process on
        its behalf and failing  such  appointment  within 15 days,  the Security
        Trustee  shall be  entitled  to  appoint  such a person by notice to the
        other parties.

        Nothing  contained in this Clause  affects the right to serve process in
        another manner permitted by law.

12.     COUNTERPARTS

        This Deed may be  executed in any number of  counterparts  each of which
        when  executed  and  delivered  shall  be  an  original,   but  all  the
        counterparts together shall constitute one and the same instrument.

13.     APPOINTMENT OF STANDBY MANAGER

13.1    The Standby Manager agrees that it will,  immediately upon receiving the
        written  request of the Bond  Trustee or the Issuer,  assume and perform
        all the respective  duties and obligations of the Property Manager under
        this Deed on the terms of this Deed and the  Standby  Manager  covenants
        and undertakes to accept such appointment.

13.2    Subject to this  Clause 13, upon such  appointment  without the need for
        further  action the Standby  Manager will become bound by and subject to
        the terms of this Deed  applicable  to the Property  Manager and will be
        entitled to all rights,  benefits and powers and any  discretions of the
        Property Manager hereunder except that:

        (a)  the  remuneration  due to the Standby  Manager  (inclusive  of any
             GST  payable)  pursuant to any appointment  pursuant to this Deed
             shall be  calculated at the rate of 1.5 per cent of the then
             applicable  Lease rents of the applicable  Property or Properties
             in respect of which the Standby Manager has  responsibility.  The
             appointment  pursuant to this Deed includes the remuneration of the
             Standby  Manager in respect of the matters  provided  for in the
             Substitution Deed, the Bond and Security Trust Deed and any renewal
             thereof;

        (b)  the Standby  Manager has no  obligation  to incur any out of pocket
             expenses  pursuant  to Clause  2.11 or  following  any  appointment
             pursuant  to  this  Deed  if it is of the  view  that  there  is no
             reasonable prospect of recovery of those expenses from the Issuer;

        (c)  the Issuer will as soon as practicable following any appointment of
             the Standby  Manager under this Deed provide  powers of attorney in
             favour of the Standby  Manager in the same form, to those  provided
             to the  Property  Manager  in  respect  of the  performance  of the
             Services;

        (d)  the Standby Manager shall have no liability for any act or omission
             by the Property Manager (or its delegates or  sub-delegates)  prior
             to the Standby Manager assuming responsibilities in that capacity.

13.3    In consideration  of the Standby Manager assuming the obligations  under
        this Clause 13 the Property  Manager  shall pay, on behalf of the Issuer
        to the Standby Manager, a fee of $25,000.00(inclusive of GST) payable on
        Financial Close.

13.4    The parties acknowledge that the Standby Manager shall have no liability
        (including,  in particular,  under Clause 2.7) and is not obliged to act
        pursuant  to any  agreement  hereunder  in any  manner in excess of that
        which it would have been  obliged to so act had the  relevant  breach or
        failure referred to in this Clause 13.4 not occurred in respect of:

        (a) any breach of the terms of this Deed by the Property  Manager  prior
            to the Standby Manager assuming its responsibilities hereunder;

        (b) any  failure  to comply  with the terms of this Deed  insofar as the
            results  from any  breach  mentioned  in (a) above or any  necessary
            information,  documents, agreements, computer tapes or other data or
            intellectual  property rights not being made freely available to the
            Standby  Manager  in good  order  and in time for it to  assume  its
            obligations  as  Standby   Manager  or  the  Property   Manager  not
            explaining  to the Standby  Manager,  the file layouts and format of
            magnetic  tapes in time and in sufficient  detail (as required under
            Clause 5.3) for the  Standby  Manager to assume its  obligations  as
            Standby Manager;

       (c)  any  breach of this  Deed  insofar  as it shall  arise  through  any
            difficulties  not  attributable  to the Standby Manager arising from
            any change in payment  instructions or operations on the appointment
            of the Standby Manager.

        Nevertheless,  the Standby  Manager will be entitled to any fees payable
        to it under this deed.

13.5    The  Standby  Manager is  entitled  to rely on and will be  entitled  to
        assume the accuracy of any information it receives from the Issuer,  the
        Security Trustee,  the Bond Trustee, or the Property Manager,  except in
        the case of manifest error.

13.6    The Standby Manager acknowledges that only the Security Trustee is
        entitled to enforce the security created in favour of the Security
        Trustee by or pursuant to the Finance Documents in accordance with
        the  provisions  of the Bond and Security  Trust Deed and that the
        Standby  Manager's  rights in  respect  of the  Security  shall be
        limited  to  those  of  the  Standby  Manager  under  the  Finance
        Documents.

13.7    The Standby  Manager will not be bound by any  variation or amendment to
        this Deed if such  variation or amendment  increases the  obligations of
        the Property  Manager or the Standby  Manager unless it has consented in
        writing to such variation or amendment.

13.8    The   appointment   of  the  Standby   Manager   under  this  Deed  will
        automatically terminate upon the first to occur of the date on which all
        the Bonds have been repaid in full and that date being thirty (30) years
        after Financial Close.

13.9    The  Standby  Manager  has the right to assign  the  benefit  of and the
        obligations relating to this Deed subject to:

        (a) the assignee being 100% controlled by the Standby Manager,

        (b) the assignee  first  undertaking  to the other  parties to this deed
            (except for the Property  Manager ) to undertake the obligations and
            accept the liabilities of the Standby Manager under this deed, and

        (c) the Bond  Trustee  first having given its consent in writing to such
            assignment not to be unreasonably withheld.

13.10    If and when the Standby Manager becomes liable to perform the Services,
         it will not be bound to act under the general management and control of
         the Issuer but must act with regard to the  interests  of the  Security
         Trustee,  the Bond Trust and Bondholders  and all the Issuer's  secured
         creditors and shall act as would a prudent Property Manager.

13.11    No enquiry

        The  Standby  Manager  is  under  no  obligation  to  enquire  as to the
        termination of the Property Manager pursuant to clause 5 and immediately
        on appointment  pursuant to clause 13,1 can assume that such appointment
        is a valid appointment.

14.     NON PETITION

        While any Bonds are  outstanding  the Standby  Manager and the  Property
        Manager  acknowledge  to the Bond Trustee and the  Security  Trustee and
        covenant and undertake  accordingly  that each of them have no rights to
        take any steps:

       (a) to enforce  the  security  created or  governed by or pursuant to the
           Finance Documents or to direct the Security Trustee to do so;

       (b) to obtain payment of the fees due to any of them hereunder; nor

       (c) to  recover  any other  debts  whatsoever  owing by the Issuer to the
           Standby  Manager or Property  Manager,  as the case may be, solely in
           their   capacity  as  such  or  to  petition   for  the   winding-up,
           administration  or liquidation of the Issuer in respect of any of its
           liabilities whatsoever.

15.     FORCE MAJEURE

15.1    Notwithstanding  any other  provision  of this Deed,  the Property
        Manager shall be deemed not to have breached this Deed or have any
        liability  whatsoever under this Deed for any  non-performance  or
        delay in performance of any of its  obligations to the extent that
        the  non-performance  or  delay  arises  out of any  circumstances
        beyond  their  reasonable  control,  including  any  act  of  God,
        accident,  fire,  explosion,  failure of equipment  or  machinery,
        general failure in electricity,  delays in  transportation,  civil
        commotion,  riot, sabotage,  applicable legislation and regulation
        thereunder,  interruptions  by government  or act of  governmental
        authority,  strike,  lock-out or other form of  industrial  action
        (unless  any such  strike,  lockout  or other  form of  industrial
        action is caused by a breach of contract by the Property Manager).

15.2    The Property  Manager  shall  provide the Services as soon as reasonably
        practicable after any event set out in Clause 15.1 ceases to apply.



DULY EXECUTED as a deed.



<PAGE>




                                   SCHEDULE 1

                                Investor Reports

The following information shall be included in the Investor Reports:-

Transaction performance

Income (lease rentals, re-investment etc.) receivable, and received

Balances and movements on transaction ledgers

Outgoings analysis, detailed as per priority of payments

Details of substitutions

Details of and reason for liquidity facility drawings

Details of any full note redemptions

Details of  circumstances  giving rise to an insurance claim and whether the
claim is accepted or challenged by the insurers

Underlying Loan performance, monthly breakdown by home, grouped by operator

Available beds - Nursing Home

Available beds - Residential

Percentage occupancy

Fees receivable

Labour costs

Other direct costs

Indirect costs

Repairs and maintenance

Net trading profit

Lease rentals due

Rent cover calculation

Labour costs per cent. turnover

Other costs per cent. turnover

Profit per cent. turnover before rent

Profit per cent. turnover after rent

Fees per occupied bed

Breach of any financial and other material covenants by Operating Tenants

Rental Deposit and Letter of Credit usage

Additional Aggregate Portfolio Information

Total operating profit before rent

Total rents

Total interest cost plus management fees

Total operating profit before rent/(Total interest cost plus management fees)

Total rents/(Total interest cost plus management fees)



<PAGE>


                                   SCHEDULE 2

                              Asset Management Fee

The Asset  Management Fee shall be an annual amount  exclusive of GST (except as
provided below) equal to 0.90% per annum of Invested Assets from time to time.

The Asset  Management  Fee shall be paid  quarterly  in advance on each  Payment
Date,  provided that the Asset  Management  Fee payable in respect of the period
between  Financial  Close and the first Payment Date shall be payable in arrears
on the first Payment Date.

If on any Payment Date GST is payable on the Asset  Management  Fee and there is
insufficient funds to pay or provide for items (i) to (xviii) in accordance with
the  Project  Account  Deed then the whole or part of the Asset  Management  Fee
shall be deemed to be inclusive of GST added tax to the extent  necessary to pay
or provide for items (i) to (xviii).  If there would be  insufficient  to pay or
provide for items (i) to (xviii) in  accordance  with the Project  Account  Deed
even if the whole of the Asset  Management  Fee was inclusive of value added tax
then they shall be inclusive  of GST,  but if the Property  Manager does not, on
any  Payment  Date,  receive the full amount of the Asset  Management  Fee,  the
Issuer must to the extent  permitted  by the Project  Account Deed make good any
such shortfall on the next occurring Payment Date.





<PAGE>




SIGNED by

Signed,  sealed and  delivered  by the  attorney of Principal
Healthcare  Finance  Pty  Limited  under  power  of  attorney
registered  Book   ............   No   ............   in  the
presence of:



/s/ WG Chapman                          /s/ Kevin Wayne Moss
--------------                          --------------------
Signature of witness                     Signature of attorney


/s/ WG Chapman                          /s/ Kevin Wayne Moss
--------------                          --------------------
Name of witness (print)                   Name of attorney (print)

Signed,  sealed  and  delivered  by  the  attorney  of  Omega
(Australia)  Pty Limited  under power of attorney  registered
Book ............ No ............ in the presence of:


/s/ WG Chapman                          /s/ Kevin Wayne Moss
--------------                          --------------------
Signature of witness                      Signature of attorney



/s/ WG Chapman                          /s/ Kevin Wayne Moss
--------------                          --------------------
Name of witness (print)                   Name of attorney (print)

Signed,  sealed and  delivered  by the  attorney of Permanent
Nominees  (Aust.) Limited under power of attorney  registered
Book ............ No ............ in the presence of:


 . . . . . . . . . . . .                 . . . . . . . . . . . .
Signature of witness                      Signature of attorney



 . . . . . . . . . . . .                 . . . . . . . . . . . .
Name of witness (print)                   Name of attorney (print)

Signed,  sealed and  delivered  by the  attorney of Permanent
Trustee   Australia   Limited   under   power   of   attorney
registered  Book   ............   No   ............   in  the
presence of:


 . . . . . . . . . . . .                 . . . . . . . . . . . .
Signature of witness                      Signature of attorney


 . . . . . . . . . . .                   . . . . . . . . . . . .
Name of witness (print)                   Name of attorney (print)


Signed,  sealed and  delivered  by Christopher Robert Campbell on behalf of
Deloitte Touche  Tohmatsu


Derek Hilliard                            Christopher Robert Campbell
--------------                            ---------------------------
Signature of witness                      Signature of attorney


Derek Hilliard                            Christopher Robert Campbell
--------------                            ---------------------------
Name of witness (print)                   Name of attorney (print)