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                                                                    EXHIBIT 10.6


                               ADVISORY AGREEMENT



    THIS AGREEMENT IS MADE ON                                         1998



    PARTIES

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

    OMEGA (AUSTRALIA) PTY LIMITED ACN 082 747 331 of C/- Phillips Fox, 255
    Elizabeth Street,  Sydney,  New South Wales ("THE ADVISOR")



    RECITALS

    A.   The Company, as trustee of the Trust, is in the business in
         Australia of, inter alia, acquiring real estate for the
         provision of health care services, which real estate is to be
         leased to and operated by Health Care Operators.

    B.   The Advisor, its Related Entities and its employees have
         experience in the administration of real estate assets used to
         provide health care services and the origination, structuring
         and evaluation of real estate and mortgage investments and
         leasing activities related to the health care industry.

    C.   The Advisor has agreed to provide certain management,
         administration and advisory services to the Company on the
         terms and conditions set out in this Agreement.

    AGREEMENT

1.       DUTIES OF THE ADVISOR

0.1      The Advisor will provide such services and activities relating to the
         assets, operations and business plans of the Company as may be
         appropriate, including:

(a)      assisting  in the  preparation  of annual  budgets and  business  
         plans for  approval by the Board ("the Business Plans");

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

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



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(d)      furnishing or obtaining and supervising the performance of the
         administration of the day-to-day operations of the Company, including
         the investment of reserve funds and surplus cash in short-term money
         market investments;

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

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

(g)      consulting with the Board and providing the Board 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;

(h)      advising the Board with respect to such services as may be required
         in acquiring and disposing of investments, disbursing and collecting
         the funds of the Company, paying the debts and fulfilling the
         obligations of the Company, and handling, prosecuting, and settling
         any claims of the Company, including enforcing leases, guarantees,
         mortgages and other encumbrances securing investments;

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

(j)      advising the Company in connection with capital market activities;

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

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

(m)      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 Company; and

(n)      doing all things necessary to ensure its ability to render the
         services contemplated herein, including providing office space and
         office furnishings, computing and accounting equipment and personnel
         necessary for the performance of the foregoing services as Advisor,
         all at its own expense, except as otherwise expressly provided for
         herein.

0.2 In performing its services under this Agreement, the Advisor acknowledges
that:



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(a)      it is doing so pursuant to a delegation of day to day management
         by the Board, which delegation remains under the supervision and
         control of the Board; and

(b)      the Board and not the Advisor maintains ultimate authority for the
         conduct of the business of the Company.

0.3      The Company acknowledges that the Advisor will perform its services
         under this Agreement through facilities, personnel and support services
         located at its Australian, United States and United Kingdom offices
         through personnel selected by the Advisor.

0.4      In performing its services under this Agreement, the Advisor may
         utilise facilities, personnel and support services of various of its
         affiliates, whether located within or outside Australia. The Advisor
         shall reimburse such affiliates for their services and facilities out
         of the compensation provided for in Section 10. Notwithstanding the
         above, the Company may request, and will pay for the direct costs of,
         additional services (as described in Section 12 of this Agreement).
         The Advisor will engage in other activities related to real estate and
         not related to the Company or its assets, as contemplated in Section
         15.

1.    NO PARTNERSHIP OR JOINT VENTURE

         The Company and the Advisor are not partners or joint venturers with
         each other. Nothing in this Agreement will be construed so as to make
         them such partners or joint venturers or impose any liability as such
         on either of them. Nothing contained in this Agreement authorises
         either party to act as agent or representative of the other party or to
         authorise either party to create any obligation on behalf of the other
         party.



2.    RECORDS

         The Advisor must, at all times keep proper books of account and records
         of the Company's affairs which shall be accessible for inspection by
         the Company at the Advisor's principal office in Australia or at the
         offices of its Related Entities in the United States and at any time
         during business hours on giving reasonable notice.

3.    BANK ACCOUNTS

         The Advisor may establish and maintain one or more bank accounts in its
         own name, and may collect and deposit into such account or accounts,
         and disburse from any such account or accounts, any money on behalf of
         the Company, under such terms and conditions as the Board may approve.
         No funds in any such account shall be commingled with funds of the
         Advisor or another party; and the Advisor shall from time to time
         render appropriate accounting of such collections and payments to the
         Board and to the auditors of the Company.



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4.    BOND

4.1      The Advisor will maintain a fidelity bond with a responsible surety
         company or a reputable bank in such amount as may be required by the
         Board from time to time, covering all directors, officers, employees,
         and agents of the Advisor handling funds of the Company and any
         investment documents or records relating to investments of the Company.

4.2      The bond is for the benefit of the Company in respect of losses
         arising from acts of directors, officers, employees, and agents
         through theft, embezzlement, fraud, negligence, error, or omission or
         otherwise.

4.3      The premium for the bond is to be at the expense of the Company. If
         any director of the Company is an Affiliate of the Advisor, the
         approval of a majority of the Board who are not so affiliated is
         required for the Company to require such a bond for the Advisor.

5.    INFORMATION FURNISHED TO ADVISOR

         The Board has the right to change a Business Plan at any time. The
         Board must promptly furnish a copy of any changes to any Business Plan
         to the Advisor. The Company shall furnish the Advisor with a certified
         copy of all financial statements, a signed copy of each report prepared
         by independent certified chartered accountants, and such other
         information with regard to the Company's affairs as the Advisor may
         from time to time reasonably request.

6.    CONSULTATION AND ADVICE

6.1      In addition to the services described above, the Advisor shall consult
         with the Board and at the request of the Board will furnish advice and
         recommendations with respect to any aspect of the business and affairs
         of the Company, including any factors that in the Advisor's best
         judgment should influence the policies of the Company.

6.2      The Advisor and the Company will confer as required concerning the
         Advisor's staffing and personnel assigned to perform the services of
         the Advisor hereunder, with the goal that the Advisor will employ
         highly qualified professional staff, in whom both the Advisor and the
         Company repose confidence and trust.

7.    ANNUAL BUSINESS PLAN AND BUDGET

7.1      The Advisor will assist the Company in the preparation of a Business
         Plan for each financial year of the Company for submission to the
         Board. Such Business Plan must include: a twelve-month projection of
         operations and cash flow with explicit assumptions and a general plan
         for asset sales or acquisitions, leasing, lending, enforcement and
         borrowing activity, other investments or ventures and proposed
         securities offerings or repurchases or any proposed restructuring of
         the Company.



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7.2      To the extent possible, the Business Plan shall set out the Advisor's
         recommendations and the basis therefor with respect to all material
         investments of the Company. Upon approval by the Board, the Advisor
         shall advise and assist in the conduct of the business of the Company
         in accordance with the explicit provisions of the Business Plan,
         specifically including the borrowing, leasing, maintenance, capital
         improvements, renovations and sale of investments set forth in the
         Business Plan.

7.3      Within forty five (45) days of the end of each calendar quarter, the
         Advisor must provide the Board of Directors of the Company with a 
         report comparing the Company's actual performance for such quarter 
         against the Business Plan.

8.    DEFINITIONS

8.1      The following terms will have the meanings set out below:

(a)      "Adjusted Consolidated Net Income" means for any fiscal period the
         consolidated net income for the Company and its consolidated
         subsidiaries, (i) increased by (x) the amount of income allowable to
         such fiscal period from zero-coupon investments or similar deferred
         payment investments and (y) the amount of any increase in appraisal
         write-up valuation of assets of the Company 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 Company and its consolidated subsidiaries as reported in
         annual valuations for such fiscal period.

(b)      "Aggregate Book Value of Invested Assets" means the Book Value of
         Invested Assets for all of the following as a group:

(i)      the Company;

(ii)     each Person that is a Related Entity of the Company; and

(iii)    Securitisation Entity.

(c)      "Board" means the board of directors of the Company as constituted 
         from time to time.

(d)      "Book Value" of an asset or assets means the value of such asset or
         assets as recorded on the books of any Person:

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

(ii)     before provision for amortisation, depreciation, depletion or 
         valuation reserves; and

(iii)    deducting any indebtedness or other liability in respect thereof.

(e)      "Book Value of Invested Assets" means the Book Value of the total
         assets of any nature or description owned, leased, managed or
         operated by any Person (without deduction of any liabilities), but
         excluding:



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(i)      goodwill and other intangible assets;

(ii)     cash; and

(iii)    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 Company 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 Company and its consolidated subsidiaries as reported in annual
         valuations for such fiscal period.

(f)      "Business Plan" means the Company's investment policies and
         objectives and the capital and operating budget based thereon for the
         relevant fiscal year of the Company as approved by the Board, as
         modified or amended.

(g)      "Change of Control" means, as to the Advisor:

(i)      the election to the board of directors of the Advisor in a
         contested election of directors of individuals comprising a
         majority of directors who, immediately prior to the contested
         election, were not members of the board of directors of the
         Advisor; or

(ii)     a change in the duties of the chairman and/or the chief executive
         officer of the Advisor, which change prejudices the active
         involvement of such officer or officers of the Advisor in the
         performance of the Advisor's services under this Agreement.

(h)      "Earnings per Share" means the Adjusted Consolidated Net Income of
         the Company for any fiscal period, divided by the weighted average
         number of ordinary shares outstanding for such fiscal period.

(i)      "Health Care Operator" means an operator or manager of healthcare
         facilities, (including aged care, nursing and/or residential care for
         the aged, mentally infirm, chronically ill, intellectually or
         physically disabled, hospitals and medical surgeries)

(j)      "Invested Assets" shall mean the assets of any Person which are
         managed by the Advisor.

(k)      "Leases" means all leases and subleases from the Company and its
         Related Entities to third party lessees and sublessees.

(l)      "Mortgage Loans" means mortgages, debentures, bonds, and other
         evidence of indebtedness or obligations, whether negotiable or
         non-negotiable, and which are secured or collateralised by mortgages,
         including first, wraparound, construction and development and second
         or subordinated mortgages.

(m)      "Person" means individuals, corporations, partnerships, joint stock
         companies or associations, joint ventures, associations, companies,
         trusts, banks, trust companies, land trusts, business trusts, or
         other entities and governments and agencies and political
         subdivisions thereof.



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(n)      "Real Property" means land, interests in land, leasehold interests
         (including but not limited to interests of a lessor or lessee
         therein), and any buildings, structures, improvements, fixtures, and
         equipment located on or used in connection with land, leasehold
         interests, and rights in land or interests therein.

(o)      "Related  Entity"  has the same  meaning as is given to that 
         expression  in the  Corporation's  Law and references to a body
         corporate include a reference to a trust

(p)      "Securitisation Entity" means any Person formed or availed of for the
         purposes of financing and/or acquiring assets now owned, leased,
         managed and/or operated by or to be owned, leased, managed and/or
         operated by the Company or any Related Entity of the Company.

(q)      "Trust" means the trust known as the Principal Healthcare Finance
         Trust constituted by deed of trust dated 11 August 1995, as amended
         from time to time.

8.2      All calculations made pursuant to this Agreement shall be based on
         statements (which may be unaudited, except as provided herein) prepared
         on an accrual basis consistent with Australian generally accepted
         accounting principals, regardless of whether the Company may also
         prepare statements on a different basis.

9.    INVESTED ASSETS FEE: INCENTIVE FEE

9.1      On or before the twenty-eighth day of each month during the term of
         this Agreement, the Company must pay to the Advisor, as compensation
         for the management and advisory services rendered to the Company, a
         fee at the rate of 0.075% per month of the average of the Aggregate
         Book Value of the Invested Assets ("Invested Assets Fee") at the
         beginning and at the end of the next preceding calendar month.

9.2      The annual rate of the Invested Assets Fee shall be 0.90% per annum.
         Notwithstanding the foregoing, to the extent that Invested Assets
         include assets held by a Securitisation Entity, the Invested Assets
         Fee with respect to such assets shall accrue monthly and be paid
         semi-annually on the date the Securitisation Entity makes a regularly
         scheduled payment of interest and/or principal. The Invested Assets
         Fee allowable to such assets, when paid, shall include a pro-rata
         payment of interest and investment earnings earned by such
         Securitisation Entity since the preceding payment date.

9.3      On or before the first day of the third calendar month following
         receipt by the Company of its audited financial statements for the
         prior year, the Company's auditors (or other third party acceptable to
         the Advisor and the Company) shall determine whether the Earnings Per
         Share for the financial year then ended based on weighted shares
         outstanding, exceeded by at least fifteen percent (15%) the Earnings
         Per Share for the preceding financial year (the "Target Earnings Per
         Share")

9.4      In the event the Company shall have achieved Target Earnings Per Share
         for any financial year, then the Company shall pay to the Advisor
         within fourteen days after each determination referred to in clause
         10.3, an incentive fee equal to two-tenths of one


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         percent (0.02%) of the average of Aggregate Book Value of Invested
         Assets (Incentive Fee). For purposes of the Incentive Fee, the
         average of Aggregate Book Value of Invested Assets shall be determined
         as the average of the Aggregate Book Value of Invested Assets on the
         first day of the financial year and the Aggregate Book Value of
         Invested Assets on the last day of the financial year.

9.5      Certain expenses and reimbursements described in Sections 13 and 14 of
         this Agreement may be allocated in part to the account of the Advisor
         and in part to the account of the Company, as may be agreed by the
         parties.

10.   STATEMENTS

         Upon request, the Advisor must furnish to the Company not later than
         the tenth (10th) day of each calendar month, beginning with the second
         (2nd) calendar month of the term of this Agreement, a statement
         showing the computation of the fees, if any, payable in respect to the
         next preceding calendar month.

11.   COMPENSATION FOR ADDITIONAL SERVICES

         To the extent that the Company requests the Advisor or any director,
         officer, partner, or employee of the Advisor or Related Entities of
         the Advisor to render services for the Company other than those
         required to be rendered by the Advisor hereunder, such additional
         services, if performed, will be compensated separately on terms to be
         agreed upon between such party and the Company from time to time.

12.   EXPENSES OF THE ADVISOR

         The Advisor will bear the following expenses, (subject to the
         allocation provisions of Section 10):

(a)      employment expenses of the personnel employed by the Advisor
         including, but not limited to, fees, salaries, wages, payroll taxes,
         travel expenses, and the cost of employee benefit plans and temporary
         help expenses (including fees, salaries, and expenses paid to
         directors, officers, and employees of the Advisor who are also
         directors, officers or employees of the Company, when acting in such
         capacity as directors, officers or employees of the Advisor);

(b)      advertising and promotional expenses incurred in seeking investments 
         for the Company;

(c)      rent, telephone, utilities, office furniture and furnishings, and 
         other office expenses of the Advisor;

(d)      the cost of any internal  accounting,  statistical,  bookkeeping or 
         computer  equipment or computer time necessary for maintaining the
         books and records of the Company; and



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(e)      miscellaneous  administrative  expenses  relating to performance  by 
         the Advisor of its functions under this Agreement.


13.   EXPENSES OF THE COMPANY

         The Company must pay all of its expenses not assumed by or allocated to
         the Advisor, including without limitation, the following expenses:

(a)      the cost of money borrowed by the Company;

(b)      income taxes, taxes and assessments on real property, and all other
         taxes applicable to the Company;

(c)      legal, auditing, accounting (other than internal accounting),
         preparing all tax returns, underwriting, brokerage, listing,
         registration and other fees, printing, engraving and other expenses,
         and taxes incurred in connection with the insurance, distribution,
         transfer, registration, and stock exchange listing of the Company's
         securities;

(d)      fees, salaries and expenses paid to directors, officers, and employees 
         of the Company;

(e)      fees and expenses paid to independent advisors, independent
         contractors, mortgage services, consultants, managers, local property
         managers or management firms, accountants, attorneys and other agents
         employed by or on behalf of the Company;

(f)      expenses directly connected with the origination or purchase of
         Mortgage Loans and with the acquisition, disposition, and ownership
         of real estate equity interests, Leases or other property, including
         the costs of enforcement, insurance, legal, protective, brokerage,
         maintenance, repair, and property improvement services;

(g)      expenses of maintaining and managing real estate equity interests;

(h)      insurance, as required by the Board (including liability insurance);

(i)      the expenses of organising, revising, amending, converting, modifying, 
         or terminating the Company;

(j)      expenses connected with payments of dividends or interest or
         distributions in cash or any other form made or caused to be made by
         the Board of Directors of the Company to holders of securities of the
         Company;

(k)      All expenses connected with communications to holders of securities
         of the Company and the other bookkeeping and clerical work necessary
         in maintaining relations with holders of securities, including the
         cost of printing and mailing certificates for securities and proxy
         solicitation materials and reports to holders of the Company's
         securities;



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(l)      the cost of any outside  auditing  necessary  for  maintaining  the 
         books and records of the Company and the costs for preparing and filing
         all required tax returns;

(m)      transfer agent's, registrar's and trustee's fees and charges;

(n)      legal, accounting, investment banking, and auditing fees and expenses
         charged by independent parties for services provided to the Company;

(o)      out of pocket expenses incurred by the Advisor, arising from the
         sales of Company properties, including those expenses related to
         carrying out foreclosure and lease termination proceedings;

(p)      costs and expenses associated with risk management (ie., insurance 
         relating to the Company's assets);

(q)      loan refinancing compensation; and

(r)      expenses associated with special services requested by the Board 
         pursuant to Section 12 hereof.

14.   OTHER ACTIVITIES OF ADVISOR

14.1     Unless otherwise provided for in this Agreement, the Advisor, its
         officers, directors, or employees or any of its Related Entities (and
         such Related Entities officers, directors or employees) may engage in
         other business activities relating to real estate investments or act as
         advisor to any other Person, including those with investment policies
         similar to the Company, and the Advisor and its officers, directors, or
         employees and any of its Related Entities (and such Related Entities
         officers, directors or employees) shall be free from any obligation to
         present to the Company any particular investment opportunity that comes
         to the Advisor or such persons, regardless of whether such opportunity
         is in accordance with the Company's Business Plans.

14.2     Nothing in this Agreement shall prevent any director, officer or
         employee of the Advisor, or any Related Entity (and such Related
         Entities officers, directors, or employees) from engaging in any other
         business or from rendering services of any kind to any other Person
         (including competitive business activities).

14.3     Neither the Company nor its Related Entities, nor their respective
         directors, officers, or employees, shall act as an advisor to, or agree
         to act as an advisor to, any other Person with respect to real property
         located in Australia and used for health care purposes, without the
         prior written consent of the Board.

14.4     Directors, officers, employees and agents of the Advisor of its
         Related Entities may serve as directors, employees, agents, nominees
         or signatories of the Company. When executing documents or otherwise
         acting in such capacities for the Company, such persons shall use
         their respective titles in the Company.

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15.   TERM; TERMINATION OF AGREEMENT

15.1     This Agreement shall commence on the date hereof ("the Effective
         Date") and, subject to the automatic extension and early termination
         provisions of this Agreement, shall continue for a period of seven
         years ("Termination Date") and continue thereafter unless terminated
         by either party as set forth below.

15.2     Beginning on the Termination Date and continuing as of each 1 January
         thereafter, the term of this Agreement will automatically be extended
         for one additional year unless either party exercises the early
         termination rights described in the following sentence referred to in
         subclause 16.3.

15.3     By written notice delivered to the other party not later than
         15 November of any calendar year, either party may elect to avoid the
         automatic extension of the term. For example, if a party gives notice
         on or before 15 November 2005 of its election to avoid the automatic
         extension provision of this Agreement, the term of this Agreement
         would end on 31 December 2005.

15.4     During the ninety (90) day period following a Change in Control, the
         Company shall have the right to elect to terminate this Agreement, by
         notice given to the Advisor. Such termination shall be effective one
         hundred eighty (180) days following the Advisor's receipt of notice of
         termination from the Company.

15.5     If any director of the Company is an Related Entity of the Advisor,
         the approval of a majority of the Board not so Related Entity shall be
         required for the Company to make the election described in subclause
         16.4.

15.6     If this Agreement is terminated pursuant to this Section 16, such
         termination shall be without further liability or obligation of either
         party to the other as of the Termination Date, except as provided in
         Section 20. In no event shall such termination limit the Advisor's
         right to indemnification pursuant to Section 21 hereof with respect to
         any acts or omissions undertaken by Advisor prior to such termination.

16.   AMENDMENTS

         This Agreement shall not be changed, modified, terminated or discharged
         in whole or in part except by an instrument in writing signed by both
         parties hereto, or their respective successors or assigns, or otherwise
         as provided herein. If any director of the Company is an Related Entity
         of the Advisor, the approval of a majority of the Board who are not
         Related Entity shall be required for the Company to amend this
         Agreement.

17.   DEFAULT, BANKRUPTCY, ETC

17.1     At the option solely of the Board, this Agreement shall be terminated
         immediately upon written notice of termination from the Board to the
         Advisor if any of the following events shall occur:



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(a)      if the Advisor breaches any provision of this Agreement, and after
         notice of breach does not remedy such default within thirty (30)
         days, or, such longer period as may be appropriate if not susceptible
         of being remedied within the thirty (30) days; or

(b)      if the Advisor shall be adjudged or insolvent by a court of competent
         jurisdiction, or an order is made by a court of competent
         jurisdiction for the appointment of a receiver, liquidator, or
         trustee of the Advisor or of all or substantially all of its property
         by reorganisation, and such adjudication or order shall remain in
         force or unstayed for a period of sixty (60) days; or

(c)      if the Advisor is placed under administrationor for relief under any
         law for the relief of debtors, or shall consent to the appointment of
         a receiver of itself or of all or substantially all its property, or
         shall make a general assignment for the benefit of its creditors, or
         shall admit in writing its inability to pay its debts generally, as
         they become due.

17.2     The Advisor agrees that if any of the events specified in subsections
         (b) and (c) of this Section 18.1 occurs, it will give written notice
         thereof to the Board within seven (7) days after such occurrence. If
         any director of the Company is an Related Entity of the Advisor, the
         approval of a majority of the Board who are not so Related Entity
         shall be required for the Company to give any notice described in this
         Section.

18.   ASSIGNMENT

18.1     The Advisor may assign this Agreement to any Related Entity of the
         Advisor, provided that at the time of the assignment the assignee (a)
         assumes and agrees to be bound by this Agreement; and (b) is controlled
         by a board of directors, a majority of whom are members of the Board of
         Directors of the Advisor and (c) has as its chief executive officer the
         individual who is chief executive officer or chairman of the Advisor.
         Such an assignment or any other assignment of this Agreement by the
         Advisor shall bind the assignee thereunder in the same manner as the
         Advisor is bound hereunder.

18.2     The Advisor may also assign this Agreement to a corporation,
         association, trust, or other successor organisation which may take over
         the property and carry on the affairs of the Advisor, provided that
         following such assignment the persons who controlled the operations of
         the Advisor immediately prior to the assignment shall control the
         operation of the successor organisation, including the performance of
         its duties under this Agreement and they shall be bound by the same
         restrictions by which they were bound to such assignment.

18.3     This Agreement shall not otherwise be assignable by the Advisor
         without the prior written consent of the Company. This Agreement shall
         not be assignable by the Company without the prior written consent of
         the Advisor, except in the case of any assignment by the Company to a
         corporation or other organisation which is the successor to the
         Company, in which case such successor shall be bound hereby and by the
         terms of said assignment in the same manner and to the same extent as
         the Company is bound hereby.



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19.   ACTION UPON TERMINATION

19.1     From the effective date of termination of this Agreement, pursuant to
         Sections 16, 18 and 19 the Advisor shall not be entitled to
         compensation for further services but shall be paid all compensation
         accruing to the date of termination. The Advisor shall be deemed to
         have earned one-twelfth of the Incentive Fee of each full calendar
         month during which it provides services to the Company under this
         Agreement. The Advisor shall forthwith upon such termination:

(a)      pay over to the Company all moneys collected and held for the account
         of the Company pursuant to this Agreement;

(b)      deliver to the Board a full accounting, including a statement showing
         all payments collected by it and a statement of any moneys held by
         it, covering the period following the date of the last accounting
         furnished to the Board; and

(c)      deliver to the Board all property and documents of the Company then in
         the custody of the Advisor.

19.2     For a period of one year following the date of termination of this
         Agreement, neither the Company nor any Related Entity of the Company
         shall, directly or indirectly, offer employment (including, but not
         limited to consulting arrangements) to any employee of the Advisor or
         any Related Entity of the Advisor without the prior written consent of
         the Advisor, which consent may be freely withheld.

20.   LIMITS OF ADVISOR RESPONSIBILITY

20.1     The Advisor assumes no responsibility other than to render the
         services described herein in good faith and shall not be responsible
         for any action of the Company in following or declining to follow any
         advice or recommendation of the Advisor. The Advisor, its
         shareholders, directors, officers, agents, employees and Related
         Entities will not be liable to the Company, its shareholders, or
         others, except by reason of acts constituting bad faith, wilful or
         wanton misconduct or gross negligence.

20.2     The Company shall reimburse, indemnify and hold harmless the Advisor,
         its shareholders, directors, officers, agents and employees and its
         Related Entities for and from any and all expenses, losses, damages,
         liabilities, demands, charges and claims of any nature whatsoever in
         respect to or arising from any acts or omissions of the Advisor
         undertaken in good faith and in accordance with the standard set forth
         above pursuant to the authority granted to it by this Agreement.



<PAGE>   14

                                       14
21.   NOTICES

21.1     Any notice, report, or other communication required or permitted to be
         given hereunder shall be in writing unless some other method of giving
         such notice, report, or other communication is accepted by the party
         to whom it is given, and shall be effectively when transmitted by
         telecopier, delivered or, in the case of mailed notice or notice sent
         by overnight courier, upon receipt thereof as conclusively evidenced
         by the signed receipt thereafter by being delivered at the end
         addresses of the parties thereto:

                  THE BOARD AND/OR THE COMPANY:

                  Principal Healthcare Finance Pty Limited
                  c/o Phillips Fox
                  255 Elizabeth Street
                  Sydney, New South Wales
                  Attention:    Kevin Moss/ Bill Chapman
                  Telephone:    (02) 9286 8000
                  Fax:          (02) 9283 4144


                  THE ADVISOR:

                  Omega (Australia) Pty Limited
                  c/o Phillips Fox
                  255 Elizabeth Street
                  Sydney, New South Wales
                  Attention: Kevin Moss/Bill Chapman
                  Facsimile: (612) 9283 4144


                  with a copy, in the case of both the Company and the Advisor,
                  to:

                  Omega Worldwide, Inc,
                  900 Victors Way, Suite 345
                  Ann Arbor,  MI 48103
                  Attention: Essel W Bailey, Jr -  President
                  Telephone:    (313) 747-9790
                  Fax:  (734) 887 0301

                  and to:

                  Omega (UK) Limited
                  145 Cannon Street, London, EC4N 5 BP
                  Attention: James P. Flaherty
                  Telephone:  (171) 929 3444
                  Facsimile:   (171) 929 3555


<PAGE>   15


                                       15



21.2     Each party may at any time give notice in writing to the other party
         of a change of its address for the purpose of this Section 22.

22.   HEADINGS

         The section headings hereof have been inserted for convenience of
         reference only and shall not be construed to affect the meaning,
         construction, or effect of this Agreement.

23.   GOVERNING LAW; CONSENT TO JURISDICTION

         This agreement shall be governed and controlled as to validity,
         enforcement, interpretation, construction, effect and in all other
         respects by the statutes, laws and decisions of New South Wales. The
         Company consents to in personam jurisdiction before the state and
         federal courts in New South Wales and agrees that all disputes
         concerning this agreement may be litigated, in Advisor's sole
         discretion and at Advisor's sole election, only in courts located in
         New South Wales. The company agrees that service of process may be
         effected upon in under any method permissible under the laws of New
         South Wales and irrevocably waives any objection to venue in the state
         or federal courts of New South Wale].

24.   JOINDER

         The Company shall cause each Related Entity and Securitisation Entity
         to join in this Agreement for purposes of determining the Invested
         Assets Fees and Incentive Fees payable to the Advisor under this
         Agreement.

25.   ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement of the parties hereto
         with respect to the subject matter hereof and supersedes and cancels
         any pre-existing agreements with respect to such subject matter.



<PAGE>   16

                                       16



    EXECUTED AS AN AGREEMENT



Signed for and on behalf of PRINCIPAL HEALTHCARE FINANCE PTY LIMITED in the
presence of:



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

Signature of witness                      Signature of authorised person


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

Name of witness (print)                     Name of authorised person (print)




Signed for and on behalf of OMEGA (AUSTRALIA) PTY LIMITED in the presence of:



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

Signature of witness                      Signature of authorised person


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

Name of witness (print)                     Name of authorised person (print)










<PAGE>   17


                                       17












<PAGE>   18
                                       18










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

                               ADVISORY AGREEMENT



                    PRINCIPAL HEALTHCARE FINANCE PTY LIMITED



                          OMEGA (AUSTRALIA) PTY LIMITED

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






                                [GRAPHIC OMITTED]


                 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



<PAGE>   19
                                       19


                                 Ref:WGC:940906



<PAGE>   20


                                       20

                                    CONTENTS


                           1. DUTIES OF THE ADVISOR 1

                      2. NO PARTNERSHIP OR JOINT VENTURE 3

                                  3. RECORDS 4

                               4. BANK ACCOUNTS 4

                                   5. BOND 4

                     6. INFORMATION FURNISHED TO ADVISOR 4

                          7. CONSULTATION AND ADVICE 5

                      8. ANNUAL BUSINESS PLAN AND BUDGET 5

                                9. DEFINITIONS 5

                    10. INVESTED ASSETS FEE: INCENTIVE FEE 8

                                11. STATEMENTS 9

                   12. COMPENSATION FOR ADDITIONAL SERVICES 9

                         13. EXPENSES OF THE ADVISOR 9

                         14. EXPENSES OF THE COMPANY 10

                       15. OTHER ACTIVITIES OF ADVISOR 11

                     16. TERM; TERMINATION OF AGREEMENT 12

                               17. AMENDMENTS 13

                        18. DEFAULT, BANKRUPTCY, ETC 13

                               19. ASSIGNMENT 14

                         20. ACTION UPON TERMINATION 14

                    21. LIMITS OF ADVISOR RESPONSIBILITY 15

                                 22. NOTICES 16

                                23. HEADINGS 17

<PAGE>   21
                                       21



                 24. GOVERNING LAW; CONSENT TO JURISDICTION 17

                                 25. JOINDER 17

                            26. ENTIRE AGREEMENT 17