<PAGE>


                                                                   Series Notice



                                             Perpetual Trustees Victoria Limited

                                 Interstar Securitisation Management Pty Limited

                                    Interstar Securities (Australia) Pty Limited

                                              Interstar Nominees (B) Pty Limited

                                              Interstar Nominees (N) Pty Limited

                                              Interstar Nominees (R) Pty Limited

                                               Perpetual Trustee Company Limited

                                           The Bank of New York, New York branch

                                          The Bank of New York (Luxembourg) S.A.



                                                     INTERSTAR MILLENNIUM TRUSTS
                                       INTERSTAR MILLENNIUM SERIES 2002-1G TRUST



                                                               The Chifley Tower
                                                                2 Chifley Square
                                                                 Sydney NSW 2000
                                                                       Australia
                                                              Tel 61 2 9230 4000
                                                              Fax 61 2 9230 5333
                                                                  www.aar.com.au



                                       (C) Copyright Allens Arthur Robinson 2002

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>      <C>                                                                                             <C>
1.       INTRODUCTION                                                                                      1

2.       TRUST                                                                                             2

3.       DEFINITIONS AND INTERPRETATION                                                                    2
         3.1      Definitions                                                                              2
         3.2      Interpretation                                                                          17
         3.3      Liability                                                                               17
         3.4      Payment to be made on Business Day                                                      18

4.       NOTES                                                                                            18
         4.1      Conditions of Notes                                                                     18
         4.2      Summary of conditions of Notes                                                          19
         4.3      Issue of Notes                                                                          20
         4.4      Trustee's Covenant to Noteholders                                                       20
         4.5      Repayment of Notes on Principal Repayment Dates                                         21
         4.6      Final Redemption                                                                        21
         4.7      Period during which interest accrues                                                    22
         4.8      Calculation of Interest                                                                 22
         4.9      Aggregate receipts                                                                      22
         4.10     Ownership of Notes                                                                      22
         4.11     Taxation                                                                                23

5.       CLASS A1 NOTES                                                                                   23
         5.1      Note Issue Direction for Class A1 Notes                                                 23
         5.2      Conditions to Note Issue Direction                                                      23
         5.3      Terms of Note Issue Direction                                                           23

6.       CASHFLOW ALLOCATION METHODOLOGY                                                                  23
         6.1      General                                                                                 23
         6.2      Calculations                                                                            24
         6.3      Redraws                                                                                 25
         6.4      Liquid Authorised Investments                                                           25
         6.5      Interest and other payments                                                             26
         6.6      Repayments of Principal Amount and Redemption of Notes                                  30
         6.7      Payments into US$ Account                                                               33
         6.8      Payments out of US$ Account                                                             33
         6.9      Rounding of amounts                                                                     34
         6.10     Prescription                                                                            34
         6.11     Replacement of Currency Swap                                                            34
         6.12     Payment Priorities Following an Event of Default:  Security Trust Deed                  35

7.       MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND REPRESENTATIONS,
         WARRANTIES AND UNDERTAKINGS                                                                      35
         7.1      Completion of details in relation to Master Trust Deed                                  35
         7.2      Amendments to Master Trust Deed                                                         36
         7.3      Amendments to Investment Management Agreement                                           45
</TABLE>

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<TABLE>
<CAPTION>
<S>      <C>                                                                                             <C>
         7.4      Additional Representations and Warranties - Approved Seller and Trustee                 47
         7.5      Additional Representations and Warranties - Trust Manager                               49
         7.6      Additional Undertakings - Trustee                                                       50
         7.7      Additional Undertakings - Trust Manager and Servicer                                    51
         7.8      Additional Representations and Warranties (Loans) - Servicer                            53
         7.9      Repetition of Representations, Warranties and Undertakings                              55

8.       TRANSFERS TO OTHER TRUST                                                                         55

9.       PREFUNDING                                                                                       55

10.      BENEFICIARY                                                                                      56
         10.1     Issue of Units                                                                          56
         10.2     Residual Capital Unit                                                                   56
         10.3     Residual Income Unit                                                                    57
         10.4     Register                                                                                57
         10.5     Transfer of Units                                                                       58
         10.6     Limit on rights                                                                         58

11.      NOTE TRUSTEE                                                                                     58
         11.1     Capacity                                                                                58
         11.2     Exercise of Rights                                                                      58
         11.3     Representation and warranty                                                             59
         11.4     Payments                                                                                59

12.      TAX REFORM                                                                                       59

13.      ATTORNEYS                                                                                        59

14.      GOVERNING LAW                                                                                    62

15.      ANCILLIARY FACILITIES                                                                            62
         15.1     Ancillary Facilities                                                                    62
         15.2     Record keeping obligations of Trust Manager                                             63

SCHEDULE 1                                                                                                65

SCHEDULE 2                                                                                                69
</TABLE>


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INTERSTAR MILLENNIUM SERIES 2002-1G TRUST

1.       INTRODUCTION
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         This Series Notice is issued on            2002 pursuant to and subject
         to the Master Trust Deed dated 2 December 1999 (the MASTER TRUST DEED)
         between:

         PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 42 004 027 258) of Level 4,
         333 Collins Street, Melbourne, Victoria in its capacity as trustee of
         Interstar Millennium Series 2002-1G Trust (the TRUSTEE);

         INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ACN 100 346 898) of
         Level 28, 367 Collins Street, Melbourne, Victoria in its capacity as
         Trust Manager (the TRUST MANAGER);

         INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) of
         Level 28, 367 Collins Street, Melbourne, Victoria in its capacity as
         Servicer (the SERVICER);

         INTERSTAR NOMINEES (B) PTY LIMITED (ABN 15 075 329 412), INTERSTAR
         NOMINEES (N) PTY LIMITED (ABN 11 092 095 648) INTERSTAR NOMINEES (R)
         PTY LIMITED (ABN 57 092 315 716) each of Level 28, 367 Collins Street,
         Melbourne, Victoria (each an APPROVED SELLER);

         PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) of Level 7, 39
         Hunter Street, Sydney, New South Wales (the SECURITY TRUSTEE);

         THE BANK OF NEW YORK, NEW YORK BRANCH of 101 Barclay Street, 21W, New
         York, New York 10286 (the CALCULATION AGENT, the PRINCIPAL PAYING AGENT
         and the NOTE REGISTRAR and, in its capacity as trustee for the Class A2
         Noteholders, the NOTE TRUSTEE); and

         THE BANK OF NEW YORK (LUXEMBOURG) S.A. of Aerogolf Center, 1A,
         Hoehenhof, L-1736 Senningerberg, Luxembourg (the LUXEMBOURG PAYING
         AGENT).

         This Series Notice is issued by the Trust Manager and applies in
         respect of the Interstar Millennium Series 2002-1G Trust.

         Each party to this Series Notice agrees to be bound by the Transaction
         Documents as amended by this Series Notice in the capacity set out with
         respect to them in this Series Notice or the Master Trust Deed.

         The parties agree that each Approved Seller is to be an Approved Seller
         for the purposes of the Master Trust Deed, this Series Notice and the
         other Transaction Documents for the Trust.

         The parties agree that the Servicer is to be a Servicer for the
         purposes of the Master Trust Deed, this Series Notice and the other
         Transaction Documents for the Trust.

         The parties agree that the Security Trustee is to be a Security Trustee
         for the purposes of the Master Trust Deed, this Series Notice and other
         Transaction Documents for the Trust.

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2.       TRUST
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         The parties agree that the Trust will be a TRUST for the purposes of
         the Transaction Documents.

3.       DEFINITIONS AND INTERPRETATION
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3.1      DEFINITIONS

         Unless otherwise defined in this Series Notice, words and phrases
         defined in the Master Trust Deed have the same meaning where used in
         this Series Notice.

         In this Series Notice, and for the purposes of the definitions in the
         Master Trust Deed, the following terms have the following meanings
         unless the contrary intention appears. These definitions apply only in
         relation to the Trust, and do not apply to any other Trust (as defined
         in the Master Trust Deed).

         ACCEPTABLE INSURANCE POLICY means a policy of insurance effected by the
         Servicer:

         (a)   with an insurance company whose claims paying ability has an
               assigned rating of not less than BBB by S&P and Baa2 by Moody's
               or is otherwise acceptable to Moody's; and

         (b)   which provides insurance cover (for an amount of not less than
               A$500,000) to the Servicer in relation to the payment of any
               Penalty Payment by the Servicer.

         ADDITIONAL REPAYMENT means any repayment of principal made by an
         Obligor under a Loan held by the Trustee which is in addition to the
         scheduled repayments or instalments which the Obligor is legally
         obliged to make in accordance with the terms of the Obligor's Loan
         Agreement.

         ADVERSE EFFECT means an event which will materially and adversely
         affect the amount of any payment to be made to any Noteholder, or will
         materially and adversely affect the timing of such payment, (including
         the withdrawal, qualification or downgrade of the rating of a Note by
         any Designated Rating Agency).

         A$ EQUIVALENT means, in relation to an amount denominated or to be
         denominated in US$:

         (a)   prior to the termination of the Currency Swap, the amount
               converted to (and denominated in) A$ at the relevant A$ Exchange
               Rate; and

         (b)   after the termination of the Currency Swap, the amount that, when
               converted into US dollars at the then - prevailing spot exchange
               rate in New York City for Australian dollar purchases of US
               dollars, will equal the US dollar amount owing in respect of
               principal or interest, as applicable, on the Class A2 Notes to be
               paid from or by reference to such amount.

         A$ EXCHANGE RATE means, on any date in relation to the Class A2 Notes,
         the rate of exchange (set as at the commencement of the Currency Swap)
         applicable under the Currency Swap for the exchange of US dollars for
         Australian dollars.

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         A$ INTEREST AMOUNT means, in relation to a Payment Date, the amount in
         Australian dollars calculated as follows:

         (a)   on a daily basis at the applicable rate set out in the Currency
               Swap;

         (b)   on the A$ Equivalent of the Currency Swap Notional Amount for
               that Payment Date; and

         (c)   on the basis of the actual number of days in the relevant
               Currency Swap Payment Period and a year of 365 days.

         AGENCY AGREEMENT means the Agency Agreement dated on or about the date
         of this Series Notice between the Principal Paying Agent, the
         Luxembourg Paying Agent, the Note Registrar, the Calculation Agent, the
         Trustee, the Note Trustee and the Trust Manager.

         ANCILLARY FACILITY means any of the following facilities provided to
         the Obligors in relation to the Loans of the Trust:

         (a)   cheque book facility;

         (b)   paperless direct debit facility;

         (c)   paperless direct credit facility;

         (d)   credit card facility;

         (e)   debit card facility;

         (f)   deposit facility;

         (g)   payment facility known as "BPAY"; or

         (h)   any other credit or financial facility or form of financial
               accommodation to those Obligors,

         of a type approved by each Designated Rating Agency with respect to the
         Trust.

         ANCILLARY FACILITY DOCUMENT means any document from time to time in
         relation to an Ancillary Facility and includes:

         (a)   the Cheque Deposit and Direct Paperless Entry Facilities
               Agreement between NAB, the Servicer and Perpetual Trustees
               Victoria Limited (the FACILITIES AGREEMENT);

         (b)   the Collateral Agreement between NAB, the Servicer and Perpetual
               Trustees Victoria Limited; and

         (c)   the Consent Deed between NAB, Interstar Nominees (B) Pty Limited,
               Interstar Nominees (N) Pty Limited; Interstar Nominees (R) Pty
               Limited, the Servicer, Interstar Home Loan Corporation Pty Ltd,
               Perpetual Trustees Victoria Limited, Perpetual Trustee Company
               Limited and the Warehouse Financiers listed in that document,

         in relation to the provision of Ancillary Facilities.

         APPROVED BANK means a Bank which has a short term rating of at least
         A-1+ from S&P and P-1 from Moody's and which is approved by the Trust
         Manager in writing.

         APPROVED SELLER means:


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         (a)   any person which is a party to this Series Notice as an Approved
               Seller; or

         (b)   any person which the Trust Manager notifies the Trustee is an
               Approved Seller for the purposes of this Series Notice and who
               executes a Seller Accession Certificate.

         APPROVED SELLER'S FEE has the meaning given in clause 7.1(c).

         ARREARS subsist in relation to a Loan held by the Trustee if the
         Obligor under that Loan fails to pay any amount due under that Loan on
         the day it was due.

         ASSET means any asset of the Trust from time to time including any
         Loan, Mortgage or Related Security specified in a Sale Notice which are
         to be acquired in favour of the Trust, or any Authorised Investment
         acquired by the Trust or the Trustee's rights under any Support
         Facility.

         AUTHORISED INVESTMENTS has the meaning given to it in the Master Trust
         Deed (as amended by this Series Notice) and includes deposits by the
         Trustee with an Approved Bank as contemplated under any Ancillary
         Facility Document and Liquid Authorised Investments.

         AUTHORISED SWAP PROVIDER means a counterparty rated at least A-1 (short
         term) by S&P and A2 (long term) or P-1 (short term) by Moody's.

         BANK means:

         (a)   a corporation authorised under the Banking Act 1959 (Cth) to
               carry on general banking business in Australia or a corporation
               formed or incorporated under an Act of the Parliament of an
               Australian jurisdiction to carry on the general business of
               banking;

         (b)   a person authorised under the Financial Services and Markets Act
               2000 (UK) to carry on a business of accepting deposits; or

         (c)   a banking institution or trust company organised or doing
               business under the laws of the United States of America or any
               state of it.

         BANK BILL RATE means as at any date the rate per cent per annum being
         the average of the buying and selling rates for a 30 day bill (or in
         the case of the first Interest Period for a Class B Note, the linear
         interpolation of the average of the buying and selling rates for a 1
         day bill and a 30 day bill) quoted on the page designated "BBSW" of the
         Reuters Monitor System at or about 10.30 am (Melbourne time) on that
         date by each person so quoting (but not less than five) and rounding
         the resultant figure upwards to four decimal places, provided that if
         in respect of any date the BANK BILL RATE cannot be determined because
         fewer than five persons have quoted rates or a rate is not displayed
         for a term equivalent to that period, then the BANK BILL RATE for that
         date shall mean such rate as determined by a Financial Advisor
         nominated by the Trust Manager or the Trust Manager having regard to
         comparable indices then available. In the event that any such date is
         not a Business Day, then the BANK BILL RATE applicable on that date
         shall be deemed to be the BANK BILL RATE which is applicable on the
         Business Day next succeeding that date. A certificate signed by a
         Financial Advisor nominated by the Trust Manager or the Trust Manager
         certifying as to the BANK BILL RATE on any date shall be final and
         conclusive evidence thereof in the absence of manifest error.

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         BENEFICIARY means, in relation to the Trust, each holder of a Unit (as
         defined in clause 10).

         BENEFICIARY DISTRIBUTION means a distribution to a Beneficiary under
         clause 6.5(a)(x) or clause 6.6(a)(i)(E).

         BREAK COSTS means any break costs or payments in the nature of
         compensation which are payable by the Trustee to a Swap Provider
         consequent upon the early termination of a Hedge Agreement and where
         such break costs or compensation are not recoverable by the Trustee
         from any other person. Without limiting the foregoing, Break Costs do
         not include any costs or payments payable to the Swap Provider by the
         Trustee to the extent such costs or payments are recoverable by the
         Trustee from Break Payments.

         BREAK PAYMENT means any amount owed by an Obligor under a Loan which is
         subject to a fixed rate of interest and which amount is owed following
         payment by that Obligor of any principal before the due date for that
         principal, in accordance with the terms of the relevant Loan Agreement
         (and includes any amount owed by the relevant Mortgage Insurer with
         respect to the obligation of that Obligor to pay any such amount).

         BUSINESS DAY means any day, other than a Saturday, Sunday or public
         holiday, on which Banks are open for business in London, New York City,
         Melbourne and Sydney.

         CALCULATION AGENT means initially The Bank of New York, New York branch
         or such other person appointed as calculation agent under the Agency
         Agreement.

         CAPITAL means any Assets of the Trust from time to time which
         constitute or are attributable to capital, rather than income, and
         includes any Mortgage Principal Repayments.

         CLASS A NOTE means a Note issued as a Class A1 Note or a Class A2 Note
         with the characteristics of a Class A1 Note or a Class A2 Note (as the
         case may be) under this Series Notice.

         CLASS A NOTEHOLDER means a Noteholder of a Class A Note.

         CLASS A1 NOTE means a Note issued as a Class A1 Note by the Trustee
         with the characteristics of a Class A1 Note under this Series Notice.

         CLASS A1 NOTEHOLDER means a Noteholder of a Class A1 Note.

         CLASS A2 NOTE means a Note issued as a Class A2 Note by the Trustee
         with the characteristics of a Class A2 Note under this Series Notice.

         CLASS A2 NOTEHOLDER means a Noteholder of a Class A2 Note.

         CLASS A2 NOTE OWNER means, with respect to a Global Note, the person
         who is the beneficial owner of such Global Note, as reflected on the
         books of the Clearing Agency, or on the books of the person maintaining
         an account with such Clearing Agency (directly as Clearing Agency
         Participant or as an indirect participant) in each case in accordance
         with the rules of such Clearing Agency.

         CLASS B NOTE means a Note issued as a Class B Note by the Trustee with
         the characteristics of a Class B Note under this Series Notice.

         CLASS B NOTEHOLDER means a Noteholder of a Class B Note.

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         CLEARING AGENCY means an organisation registered as a CLEARING AGENCY
         pursuant to section 17A of the Exchange Act appointed by the Trust
         Manager and the Trustee to hold Notes (directly or through a Common
         Depository), and initially means DTC.

         CLEARING AGENCY PARTICIPANT means a broker, dealer, bank, other
         financial institution or other person for whom from time to time a
         Clearing Agency effects book-entry transfers and pledges of securities
         deposited with the Clearing Agency.

         CLOSING DATE means, in relation to the Trust and any Purchased Loan,
         the date specified in the Sale Notice for that Purchased Loan as the
         Closing Date or where a Sale Notice is not required by the Master Trust
         Deed to be delivered, as specified in the procedures for transfer
         agreed in accordance with the Master Trust Deed.

         COLLECTION ACCOUNT means, in relation to the Trust, an account with NAB
         for so long as it is an Approved Bank, or any other account, opened and
         maintained by the Trustee with an Approved Bank under clause 26 of the
         Master Trust Deed.

         COLLECTION PERIOD means, in relation to a Payment Date, the period from
         (and including) the date which is 4 Business Days before the date that
         is 1 calendar month preceding that Payment Date to (but excluding) the
         date which is 4 Business Days before that Payment Date. The first
         Collection Period is the period from (but excluding) the first Cut-Off
         Date to (but excluding) [*]. The Collection Period in relation to the
         final Payment Date is the period from (and including) the date which is
         4 Business Days before the Payment Date immediately prior to that final
         Payment Date to (but excluding) the date which is 4 Business Days
         before that final Payment Date.

         COLLECTIONS means, in relation to the Trust for a period, Income and
         Mortgage Principal Repayments for that period.

         COMMON DEPOSITORY means Cede & Co, as depository for DTC or any
         Clearing Agency appointed from time to time to hold a Global Note.

         CONDITIONS means the terms and conditions of the Class A2 Notes, as
         annexed to the Note Trust Deed.

         CORPORATIONS ACT means the Corporations Act 2001 (Cth).

         CURRENCY SWAP means, in relation to the Class A2 Notes, any currency
         swap agreement entered into between (among others) the Currency Swap
         Provider, the Trust Manager and the Trustee, together with the
         schedules and confirmations with respect thereto and any replacement
         Currency Swap entered into in accordance with the Transaction
         Documents.

         CURRENCY SWAP GUARANTOR means, initially ZCM Matched Funding Corp, and
         subsequently the person who from time to time guarantees the
         obligations of the Currency Swap Provider under the Currency Swap.

         CURRENCY SWAP NOTIONAL AMOUNT means:

         (a)   in relation to a Payment Date which is 2 Payment Dates
               immediately preceding a Quarterly Payment Date, the aggregate
               Principal Amount of the Class A2 Notes as at the first day of the
               relevant Quarterly Period;

         (b)   in relation to a Payment Date immediately preceding a Quarterly
               Payment Date, an amount equal to:

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               (i)       the aggregate Principal Amount of the Class A2 Notes as
                         at the first day of the relevant Period; minus

               (ii)      the Currency Swap Notional Amount for the immediately
                         preceding Payment Date; and

         (c)   in relation to a Payment Date which is also a Quarterly Payment
               Date, an amount equal to:

               (i)       the aggregate Principal Amount of the Class A2 Notes as
                         at the first day of the relevant Quarterly Period;
                         minus

               (ii)      the aggregate of the Currency Swap Notional Amounts for
                         the two immediately preceding Payment Dates.

         CURRENCY SWAP PAYMENT PERIOD means:

         (a)   in relation to the first Payment Date, the period commencing on
               (and including) the Note Issue Date and ending on (but excluding)
               the first Payment Date;

         (b)   in relation to the final Payment Date, the period commencing on
               (and including) the Payment Date prior to the earlier of the
               Maturity Date and the date on which the Class A2 Notes are
               redeemed in accordance with their terms and ending on (but
               excluding) the Maturity Date or the date on which the Class A2
               Notes are so redeemed (as the case may be); and

         (c)   in relation to each other Payment Date, each period commencing on
               (and including) the immediately preceding Payment Date and ending
               on (but excluding) that Payment Date.

         CURRENCY SWAP PROVIDER means any person who provides a Currency Swap.

         CUT-OFF DATE means:

         (a)   in relation to any Purchased Loan, the date specified as the
               Cut-Off Date for that Purchased Loan in the relevant Sale Notice;

         (b)   in relation to any Loan originated in accordance with clause
               9(b)(ii), the date for that Loan so specified in the relevant
               Trust Manager's direction; or

         (c)   in relation to any Purchased Loan where a Sale Notice is not
               required by the Master Trust Deed to be delivered, as specified
               in the procedures for transfer agreed in accordance with the
               Master Trust Deed.

         DEALER means [*] (ABN [*]).

         DEALER AGREEMENT means the Dealer Agreement dated on or about the date
         of this Series Notice between the Trustee, the Trust Manager and the
         Dealer in relation to the issue of the Class B Notes.

         DEFAULTING PARTY has:

         (a)   in relation to the Interest Rate Swap, the meaning given in the
               Interest Rate Swap; and

         (b)   in relation to the Currency Swap, the meaning given in the
               Currency Swap.

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         DEFINITIVE NOTE means a Class A2 Note in definitive form issued or to
         be issued in respect of any Class A2 Note under, and in the limited
         circumstances specified in, the Note Trust Deed and includes any
         replacement for a Definitive Note issued under the Conditions.

         DESIGNATED RATING AGENCY means:

         (a)   (i)       in relation to the Class A2 Notes, S&P and Moody's;

               (ii)      in relation to the Class B Notes, S&P; and

               (iii)     in relation to the Class A1 Notes, S&P and any other
                         rating agency so specified prior to the issue of the
                         Class A1 Notes; and

         (b)   otherwise, S&P and Moody's.

         DTC means the Depository Trust Company.

         ELIGIBILITY CRITERIA means the criteria set out in schedule 1.

         EXCHANGE ACT means the United States Securities Exchange Act of 1934,
         as amended.

         EXPENSES has the meaning in the Master Trust Deed and includes any
         Trustee's Fee, any Trust Manager's Fee, any Servicer's Fee and any
         amounts payable or incurred by the Trustee, the Trust Manager or the
         Servicer in relation to the Trust under any Ancillary Facility but
         excluding:

         (a)   any Redraw; and

         (b)   any amounts required to be applied under clause 6 of the
               Facilities Agreement to maintain the minimum balance required to
               be standing in credit in the Trust Drawings Account (as defined
               in the Facilities Agreement).

         EXPENSES MARGIN means the percentage as determined by the Servicer
         representing a margin to assist with the payment of Expenses and
         sufficient to allow each Designated Rating Agency to affirm the ratings
         on the Notes.

         FINANCIAL ADVISOR means a financial institution which is, in the
         reasonable opinion of the Trust Manager, experienced and competent in
         the assessment of investment cash flows and the provision of financial
         advice in relation thereto.

         GLOBAL NOTE means any global note issued or to be issued by the Trustee
         under the Note Trust Deed representing the Class A2 Notes.

         GOLD COMMITMENT means as at any date the then amortised facility limit
         under an Interstar "Gold" Access Account Loan (as referred to in
         schedule 2) (or under an Interstar "Split" Access Account Loan (as
         referred to in schedule 2) which has the general characteristics of the
         Interstar "Gold" Access Account Loan (as referred to in schedule 2))
         which forms part of the Assets of the Trust.

         GST means any goods and services tax, broad based consumption tax or
         value added tax imposed by any Government Agency and includes any goods
         and services tax payable under the A New Tax System (Goods and Services
         Tax) Act 1999.

         HEDGE AGREEMENT in relation to the Trust, includes an Interest Rate
         Swap and a Currency Swap.

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         INCOME means, in relation to a Collection Period, all moneys, rights
         and property which is received by the Trustee during that Collection
         Period by way of interest or otherwise in the nature of income in
         respect of the Authorised Investments and, without limiting the
         generality of the foregoing, includes:

         (a)   amounts received under Hedge Agreements;

         (b)   interest on Income and any other moneys received;

         (c)   amounts in the nature of, or attributable to, interest derived
               under a Support Facility (other than a Hedge Agreement);

         (d)   any Break Payments received from Obligors or Mortgage Insurers;
               and

         (e)   fees received from Obligors.

         INCOME PERCENTAGE means, in relation to the holder of a Residual Income
         Unit (as defined in clause 10) at any time, the subscription price paid
         by that person for that Residual Income Unit divided by the total
         subscription prices of all Residual Income Units recorded in the
         Register maintained under clause 10.4 at that time, expressed as a
         percentage.

         INFORMATION MEMORANDUM means:

         (a)   in relation to the Class A2 Notes, the prospectus relating to
               those Class A2 Notes dated [*];

         (b)   in relation to the Class B Notes, the information memorandum
               relating to those Class B Notes dated [*]; and

         (c)   in relation to Class A1 Notes, any information memorandum,
               prospectus or other selling or distribution information relating
               to those Class A1 Notes,

         and includes any supplement to or amendment of that prospectus or
         information memorandum (as the case may be).

         INITIAL PRINCIPAL AMOUNT means, in respect of a Note, the amount
         specified in clause 4.2 as the Initial Principal Amount for that Note.

         INTEREST means, in respect of a Note and an Interest Period for a Note,
         all interest accrued on the Note in respect of that Interest Period in
         accordance with clause 4.8.

         INTEREST ADJUSTMENT means, in relation to an Approved Seller, all
         interest and fees accrued on the Purchased Loans, purchased from that
         Approved Seller, up to (but excluding) the Closing Date for those
         Purchased Loans which are unpaid as at the close of business on that
         Closing Date.

         INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed
         and:

         (a)   each Class A2 Note, each Quarterly Payment Date;

         (b)   each Class B Note, each Payment Date; and

         (c)   each Class A1 Note, the date specified as such in respect of that
               Note at its issue.

         INTEREST PERIOD means:

         (a)   in relation to a Class A2 Note and:

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               (i)       the first Interest Period for that Note, the period
                         commencing on (and including) the Note Issue Date and
                         ending on (but excluding) the first Quarterly Payment
                         Date;

               (ii)      the final Interest Period for that Note, the period
                         commencing on (and including) the Quarterly Payment
                         Date prior to the earlier of the Maturity Date and the
                         date on which that Note is redeemed in accordance with
                         its terms and ending on (but excluding) the Maturity
                         Date or the date on which that Note is so redeemed (as
                         the case may be); and

               (iii)     each other Interest Period for that Note, each period
                         commencing on (and including) a Quarterly Payment Date
                         and ending on (but excluding) the next Quarterly
                         Payment Date;

         (b)   in relation to a Class B Note and:

               (i)       the first Interest Period for that Note, the period
                         commencing on (and including) the issue date of that
                         Note and ending on (but excluding) the first Payment
                         Date;

               (ii)      the final Interest Period for that Note, the period
                         commencing on (and including) the Payment Date prior to
                         the earlier of the Maturity Date and the date on which
                         that Note is redeemed in accordance with its terms and
                         ending on (but excluding) the Maturity Date and the
                         date on which that Note is so redeemed (as the case may
                         be); and

               (iii)     each other Interest Period for that Note, each period
                         commencing on (and including) a Payment Date and ending
                         on (but excluding) the next Payment Date; and

         (c)   in relation to a Class A1 Note, the period specified as such in
               respect of that Note at its issue.

         INTEREST RATE means:

         (a)   in relation to a Class A2 Note and an Interest Period for that
               Class A2 Note:

               (i)       LIBOR on the relevant Rate Reset Date for that Interest
                         Period; plus

               (ii)      the MBS Margin for that Class A2 Note; plus

               (iii)     if applicable, from (and including) the Step-Up Margin
                         Date, the Step-Up Margin for that Class A2 Note;

         (b)   in relation to a Class B Note and an Interest Period for that
               Class B Note:

               (i)       the Bank Bill Rate on the relevant Rate Reset Date for
                         that Interest Period; plus

               (ii)      the MBS Margin for that Class B Note; plus

               (iii)     if applicable, from (and including) the Step-Up Margin
                         Date, the Step-Up Margin for that Class B Note; and

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         (c)   in relation to a Class A1 Note and an Interest Period for that
               Class A1 Note, the interest rate specified in respect of that
               Class A1 Note at its issue.

         INTEREST RATE SWAP means any interest rate swap agreement between a
         party which is an Authorised Swap Provider on the date the swap
         agreement is entered into, the Trust Manager and the Trustee, together
         with the schedules and confirmations with respect thereto, in relation
         to the interest rate risk arising from a Loan which at any time bears a
         fixed rate of interest as at that time.

         INTEREST RATE SWAP PROVIDER means a counterparty who enters into an
         Interest Rate Swap with the Trustee.

         INVESTMENT RATE means the rate determined as the Investment Rate from
         time to time under this Series Notice and the Servicing Agreement.

         LEAD MANAGER means Barclays Bank PLC.

         LIBOR means, in relation to any Interest Period for a Class A2 Note,
         the rate applicable for deposits in US dollars for a period of 3 months
         which appears on the Telerate Page 3750 as of 11.00 am, London time, on
         the relevant Rate Reset Date. If such rate does not appear on the
         Telerate Page 3750, the rate for that Interest Period will be
         determined as if the Trustee and the Calculation Agent had specified
         USD-LIBOR-REFERENCE BANKS as the applicable Floating Rate Option under
         the Definitions of the International Swaps and Derivatives Association,
         Inc. (ISDA) incorporating the 2000 ISDA definitions, as amended and
         updated as at the Note Issue Date (the ISDA DEFINITIONS).
         USD-LIBOR-REFERENCE BANKS means that the rate for an Interest Period
         for a Class A2 Note will be determined on the basis of the rates at
         which deposits in US dollars are offered by four major banks in the
         London interbank market agreed to by the Calculation Agent and the
         Currency Swap Provider (the REFERENCE BANKS) at approximately 11.00 am,
         London time, on the relevant Rate Reset Date to prime banks in the
         London interbank market for a period of 3 months commencing on the
         first day of the Interest Period and in a Representative Amount (as
         defined in the ISDA Definitions). The Calculation Agent will request
         the principal London office of each of the Reference Banks to provide a
         quotation of its rate. If at least two such quotations are provided by
         Reference Banks to the Calculation Agent, the rate for that Interest
         Period will be the arithmetic mean of the quotations. If fewer than two
         quotations are provided by Reference Banks to the Calculation Agent
         following the Calculation Agent's request, the rate for that Interest
         Period will be the arithmetic mean of the rates quoted by four major
         banks in New York City, selected by the Calculation Agent and the
         Currency Swap Provider, at approximately 11.00 am, New York City time,
         on that Rate Reset Date for loans in US dollars to leading European
         banks for a period of 3 months commencing on the first day of the
         Interest Period and in a Representative Amount. If no such rates are
         available in New York City, then the rate for such Interest Period will
         be the most recently determined rate in accordance with this
         definition.

         In this definition of LIBOR, BUSINESS DAY means any day on which banks
         are open for business (including dealings in foreign exchange and
         foreign currency deposits) in London and New York City.

         LIQUID AUTHORISED INVESTMENTS as at any date means any of the following
         Authorised Investments:

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         (a)   Bills, promissory notes or other negotiable instruments accepted
               drawn or endorsed by a Bank which has a short term rating of at
               least A-1+ from S&P and P-1 from Moody's which is approved by the
               Trust Manager in writing;

         (b)   cash and/or deposits with an Approved Bank, or the acquisition of
               certificates of deposits or any other debt security issued by a
               Bank which has a short term rating of at least A-1+ from S&P and
               P-1 from Moody's which is approved by the Trust Manager in
               writing;

         (c)   loan securities issued, secured or guaranteed by the Government
               of Australia or any State or Territory within the Commonwealth of
               Australia;

         (d)   any other Authorised Investments of a type approved by each
               Designated Rating Agency for the purposes of clause 6.4(a).

         LIQUIDITY PURPOSES includes:

         (a)   replenishing Liquid Authorised Investments under clause 6.4;

         (b)   funding Redraws under clause 6.3;

         (c)   funding advances to Obligors under any Loan Agreement which
               provides for a line of credit facility or revolving credit
               facility; and

         (d)   making the payments required to be made pursuant to clause 6.5(a)
               on a Payment Date (except any Break Costs to a Swap Provider
               under clause 6.5(a)(viii), any Approved Seller's Fee and any
               Beneficiary Distribution).

         LOAN means, in relation to the Trust, the rights of an Approved Seller
         or the Trustee (as the case may require) under or in respect of Loans
         (as defined in the Master Trust Deed) which are acceptable to the
         Trustee (in all cases in the form certified by the relevant Approved
         Seller before the Sale Notice, where those rights are to be acquired
         from an Approved Seller, other than Perpetual Trustees Victoria Limited
         as trustee of any trust, is or was given, and as certified thereafter
         from time to time).

         LOAN AMOUNT means, in relation to a Loan held by the Trustee, the
         principal amount of that Loan from time to time.

         LOAN TO VALUE RATIO means, in relation to a Loan, the ratio (expressed
         as a percentage) which the outstanding amount of the Loan secured or to
         be secured by the related Mortgage bears to the value of the Land
         mortgaged or to be mortgaged both at the time the Obligor entered into
         the relevant Loan Agreement.

         LUXEMBOURG PAYING AGENT means The Bank of New York (Luxembourg) S.A..

         MATURITY DATE means, for all Notes, the maturity date specified in
         clause 4.2.

         MBS MARGIN means, in relation to a Note, the margin specified in clause
         4.2 as the MBS Margin for that Note.

         MORTGAGE INSURANCE POLICY means, in relation to a Loan, an insurance
         contract issued by a Mortgage Insurer which:

         (a)   insures, during the whole of the proposed term of the Loan,
               against the risk of default by an Obligor covering:

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               (i)       the whole of the Loan Amount due under the Loan;

               (ii)      any reasonable expenses incurred in enforcing the Loan
                         and relevant Loan Securities;

               (iii)     any unpaid interest calculated at the interest rate
                         applicable if interest is paid on the due date; and

               (iv)      the timely payment for a period of at least 12 months
                         after the date upon which a claim is made under that
                         contract of interest payments under the Loan which
                         remain outstanding for a period of 14 days;

         (b)   provides that if the Loan is subject to the Consumer Credit
               Legislation then the obligation of the Mortgage Insurer to pay
               the amounts above cannot be reduced or denied consequent upon a
               court or tribunal making an order under the Consumer Credit
               Legislation for a change to the terms of the Loan or the relevant
               credit contract relating to that Loan; and

         (c)   provides for the Trustee as the insured party.

         MORTGAGE INSURER means PMI Indemnity Limited (ABN 49 000 781 171), GE
         Capital Mortgage Insurance Corporation (Australia) Pty Ltd (ABN 52 081
         488 440), the Commonwealth of Australia, PMI Mortgage Insurance Ltd
         (formerly MGICA Ltd) (ABN 70 000 511 071), Royal & Sun Alliance Lenders
         Mortgage Insurance Ltd (ABN 55 001 825 725) or such other corporation
         or corporations as approved from time to time by the Trust Manager and
         each Designated Rating Agency.

         MORTGAGE PRINCIPAL REPAYMENTS means, in relation to a Collection
         Period, all amounts received by the Trustee during that Collection
         Period in connection with a Loan or Loan Security being:

         (a)   in respect of the repayment of any part of the Loan Amount under
               the Loan or Loan Security;

         (b)   any net receipts of a principal or capital nature received in
               respect of any enforcement or recovery proceedings in respect of
               the Loan or Loan Security;

         (c)   any net receipts of a principal or capital nature under a Support
               Facility in respect of the Loan or Loan Security;

         (d)   any net moneys paid by an Obligor to the Trustee by way of
               compensation for making any early repayments under the Loan or
               Loan Security; and

         (e)   any other amount received on, under or in relation to the Loan or
               Loan Security and which is not Income.

         NAB means National Australia Bank Limited.

         NON-LIQUID AUTHORISED INVESTMENTS means Authorised Investments other
         than Liquid Authorised Investments.

         NOTE means a note referred to in clause 4.

         NOTEHOLDER means the person who:

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         (a)   in relation to a Definitive Note or a Global Note at any time, is
               registered in the Note Register as the holder of that Definitive
               Note or Global Note (as the case may be) at that time; and

         (b)   in relation to a Registered Note at any time, is registered in
               the Register as the holder of that Note at that time.

         NOTE ISSUE DATE means [*] 2002.

         NOTE MANAGER means each Dealer and each Underwriter.

         NOTE REGISTER means the register kept by the Note Registrar to provide
         for the registration and transfer of Class A2 Notes under the Note
         Trust Deed and the Agency Agreement.

         NOTE REGISTRAR means, initially The Bank of New York, New York branch,
         or any successor note registrar appointed under the Agency Agreement.

         NOTE TRUST DEED means the Note Trust Deed dated on or before the date
         of this Series Notice between the Note Trustee, the Trustee and the
         Trust Manager.

         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         [*] 2002 issued under the Master Trust Deed in relation to the Trust.

         OBLIGOR means an Obligor as defined in the Master Trust Deed and may be
         a resident of any country.

         OTHER TRUST means any Trust (as defined in the Master Trust Deed) other
         than the Trust.

         PAYING AGENT means any person for the time being appointed as a Paying
         Agent under the Agency Agreement and includes the Principal Paying
         Agent and the Luxembourg Paying Agent.

         PAYMENT DATE means

         the [*] day of each month, the first such date being [*].

         PORTFOLIO OF LOANS means all Loans specified in a Note Issue Direction
         or Sale Notice.

         PREFUNDING ACCOUNT means the account held by the Trustee in its
         capacity as trustee of the Trust with an Approved Bank into which will
         be or is deposited the Prefunding Amount.

         PREFUNDING AMOUNT has the meaning given in clause 9.

         PREFUNDING END DATE means the first Quarterly Payment Date.

         PRESCRIBED MINIMUM LEVEL means, at any time, 1% of the A$ Equivalent of
         the Principal Amount of all Notes then outstanding or such other
         percentage of the A$ Equivalent of the Principal Amount of all Notes
         then outstanding as determined by the Trust Manager and confirmed by
         each Designated Rating Agency that such percentage is not detrimental
         to the rating (including a qualification or a withdrawal of a rating)
         of any Notes outstanding at that time.

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         PRINCIPAL AMOUNT means, on a date in relation to a Note, the Initial
         Principal Amount of that Note minus the aggregate of Principal Payments
         made in respect of that Note on or before that date.

         PRINCIPAL ENTITLEMENT means, in relation to a Note for the purposes of
         the Master Trust Deed, the Principal Amount of the Note at the Maturity
         Date.

         PRINCIPAL PAYING AGENT means initially The Bank of New York, New York
         branch or such other person appointed as principal paying agent under
         the Agency Agreement.

         PRINCIPAL PAYMENT means a payment in relation to a Note under clause
         6.6.

         PRINCIPAL REPAYMENT DATE means, for the purposes of the Master Trust
         Deed, and:

         (a)   each Class A2 Note, each Quarterly Payment Date;

         (b)   each Class B Note, each Payment Date; and

         (c)   each Class A1 Note, each date specified as such in respect of
               that Note at its issue.

         PURCHASED LOAN means each Loan and the related Loan Rights specified in
         a Sale Notice (or, where relevant, in accordance with the procedures
         agreed under the Master Trust Deed) which is accepted by the Trustee,
         unless the Trustee has ceased to have an interest in that Loan.

         QUARTERLY PAYMENT DATE means:

         (a)   the first Quarterly Payment Date is [*]; and

         (b)   each subsequent Quarterly Payment Date is the [*] day of the
               month which is 3 months after the month in which the immediately
               preceding Quarterly Payment Date occurred.

         QUARTERLY PERIOD means:

         (a)   each Interest Period for the Class A2 Notes; and

         (b)   in relation to a Quarterly Payment Date, the period commencing on
               (and including) the immediately preceding Quarterly Payment Date
               or the Note Issue Date (as the case may be) and ending on (but
               excluding) that Quarterly Payment Date.

         RATE RESET DATE means:

         (a)   in relation to an Interest Period and a Class A2 Note, the date
               which is 2 Business Days before the beginning of the Interest
               Period for that Class A2 Note; and

         (b)   in relation to an Interest Period and a Registered Note, the
               first day of the Interest Period for that Note.

         RECORD DATE means for the purposes of the Master Trust Deed in relation
         to a date for payment of any amount in relation to a Note, 4.00 pm
         (Melbourne time) on the date which is 4 Business Days before that date
         for payment.

         REDRAW means, in relation to any Collection Period, an amount
         re-advanced to an Obligor by the Trustee under a Loan held by the
         Trustee in respect of any previous Additional Repayments of the
         Obligor.

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         REGISTERED NOTE means a Class A1 Note or a Class B Note.

         REGISTERED NOTEHOLDER means, in relation to a Registered Note at any
         time, the holder of that Registered Note at that time.

         RESIDUAL CAPITAL UNIT has the meaning given in clause 10.1.

         RESIDUAL INCOME UNIT has the meaning given in clause 10.1.

         REUTERS MONITOR SYSTEM means the monitor system used by AAP Reuters
         Economic Services (and its successors and assigns) or any similar
         monitor system as agreed upon from time to time by the Trust Manager
         and the Trustee.

         SALE NOTICE means any Sale Notice (as defined in the Master Trust Deed)
         which may be given by an Approved Seller to the Trustee as trustee of
         the Trust on or after the date of execution of this Series Notice and
         which is subsequently accepted by the Trustee.

         SECURITIES ACT means the United States Securities Act of 1933, as
         amended.

         SECURITY TRUST DEED means the security trust deed dated on or before
         the date of this Series Notice between the Trustee, the Trust Manager,
         the Security Trustee and the Note Trustee.

         SERVICER'S FEE means any fee payable to the Servicer under any
         Transaction Document.

         STEP-UP MARGIN means:

         (a)   in relation to a Class A2 Note, [*]% per annum; and

         (b)   in relation to a Class B Note, [*]% per annum.

         STEP-UP MARGIN DATE means:

         (a)   in relation to any Class A2 Notes, the Payment Date in [July
               2009]; and

         (b)   in relation to any Class B Notes, the Payment Date in [July
               2009].

         SUBJECT PROPERTY means the freehold land or leasehold land to be
         mortgaged pursuant to a proposed Loan.

         SUPPORT FACILITY has the meaning given to it in the Master Trust Deed
         (as amended by this Series Notice) and includes any Title Insurance
         Policy.

         SUPPORT FACILITY PROVIDER has the meaning given to it in the Master
         Trust Deed (as amended by this Series Notice) but does not include any
         person who has provided or agreed to provide any Mortgage Insurance
         Policy or Title Insurance Policy.

         SURPLUS LIQUIDITY means, on any Payment Date, the amount by which the
         value of the Liquid Authorised Investments exceeds the Prescribed
         Minimum Level on that Payment Date (after taking account of any
         payments to be made on that Payment Date to replenish Liquid Authorised
         Investments under clause 6.6(a)(i) and in disposing of Liquid
         Authorised Investments under clauses 6.4 and 6.5(a)).

         SWAP PROVIDER means, in relation to a Hedge Agreement, the counterparty
         which enters into that arrangement with the Trustee.

         TITLE INSURANCE POLICY means, in relation to a Mortgage, an insurance
         policy in a form reasonably acceptable to the Trustee which insures
         against losses arising from that

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         Mortgage providing insufficient security for the relevant Loan,
         including, as a result of the Mortgage:

         (a)   being subject to any prior encumbrance;

         (b)   not being validly registered; or

         (c)   being invalid or unenforceable.

         TITLE INSURER means First American Title Insurance Company of Australia
         Pty Limited (ABN 64 075 279 908) or any other entity approved from time
         to time by the Trust Manager and which each Designated Rating Agency
         has confirmed will not cause the downgrade or withdrawal of the rating
         of any Note.

         TOTAL INITIAL PRINCIPAL AMOUNT means, at any time in respect of a
         Class, the sum of all Initial Principal Amounts for all Notes in that
         Class.

         TOTAL PRINCIPAL AMOUNT means, at any time in respect of a Class, the
         sum of all Principal Amounts at that time for all Notes in that Class.

         TRANSACTION DOCUMENT means each Transaction Document (as defined in the
         Master Trust Deed) which relates to the Trust, and includes the Note
         Trust Deed and the Agency Agreement.

         TRUST means the Interstar Millennium Series 2002-1G Trust constituted
         under the Master Trust Deed and the Notice of Creation of Trust.

         TRUST MANAGER'S FEE has the meaning given in clause 7.1(a).

         TRUSTEE'S FEE has the meaning given in clause 7.1(b).

         UNDERWRITER means Barclays Bank PLC.

         UNDERWRITING AGREEMENT means the Underwriting Agreement dated on or
         about the date of this Series Notice between the Trustee and the
         Underwriters.

         US$ ACCOUNT means the US$ account opened and maintained for the
         purposes of the Trust outside Australia with the Principal Paying Agent
         (so long as the Principal Paying Agent is an Approved Bank) or with
         such other person who is an Approved Bank.

3.2      INTERPRETATION

         (a)   Clause 1.2 of the Master Trust Deed is incorporated into this
               Series Notice as if set out in full, except that any reference to
               DEED is replaced by a reference to SERIES NOTICE and any
               reference to A TRUST is replaced by a reference to THE TRUST.

         (b)   (i)       A reference to US DOLLARS or US$ is to the currency of
                         the United States of America.

               (ii)      A reference to AUSTRALIAN DOLLARS or A$ is to the
                         currency of Australia.

3.3      LIABILITY

         (a)   (GENERAl) Clause 32 of the Master Trust Deed, as amended by the
               Notice of Creation of Trust and this Series Notice, applies to
               the obligations and liabilities of the Trustee and the Trust
               Manager under this Series Notice.

         (b)   (LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY)

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               Without limiting the generality of paragraph (a), clause 32.16 of
               the Master Trust Deed as amended by this Series Notice is
               incorporated into this Series Notice as if set out in full,
               except that any reference to DEED is replaced by a reference to
               Series Notice and any reference to TRUST refers to the Trust.

         (c)   (UNRESTRICTED REMEDIES) Nothing in this clause 3.3 limits a
               person in:

               (i)       obtaining an injunction or other order to restrain any
                         breach of this agreement by any party; or

               (ii)      obtaining declaratory relief.

         (d)   (RESTRICTED REMEDIES) Except as provided in paragraphs (a) and
               (b) and subject to paragraph (c), no person shall:

               (i)       (STATUTORY DEMAND) issue any demand under s459E(1) of
                         the Corporations Act (or any analogous provision under
                         any other law) against the Trustee;

               (ii)      (WINDING UP) apply for the winding up or dissolution of
                         the Trustee;

               (iii)     (EXECUTION) levy or enforce any distress or other
                         execution to, on, or against any assets of the Trustee
                         (other than the Assets of the Trust);

               (iv)      (COURT APPOINTED RECEIVER) apply for the appointment by
                         a court or a receiver to any of the assets of the
                         Trustee (other than the Assets of the Trust);

               (v)       (JUDGMENT) obtain a judgment for the payment of money
                         or damages by the Trustee;

               (vi)      (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise
                         any set-off or counterclaim against the Trustee (other
                         than in respect of the Assets of the Trust); or

               (vii)     (ADMINISTRATOR) appoint, or agree to the appointment
                         of, any administrator to the Trustee,

         or take proceedings for any of the above and each party (including each
         Noteholder) waives its rights to make those applications and take those
         proceedings.

3.4      PAYMENT TO BE MADE ON BUSINESS DAY

         (a)   If any payment is due under a Transaction Document on a day which
               is not a Business Day, the due date will be the next Business Day
               unless that day falls in the next calendar month, in which case
               the due date will be the preceding Business Day.

         (b)   If any Payment Date falls on a day which is not a Business Day,
               the Payment Date will be the next Business Day unless that day
               falls in the next calendar month, in which case the due date will
               be the preceding Business Day.

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4.       NOTES
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4.1      CONDITIONS OF NOTES

         (a)   The conditions of the Registered Notes will be as set out in the
               Master Trust Deed, as supplemented and amended by the provisions
               set out in this Series Notice.

         (b)   The conditions of the Class A2 Notes will be as set out in the
               Master Trust Deed (as supplemented and amended by this Series
               Notice) and the Conditions.

4.2      SUMMARY OF CONDITIONS OF NOTES

         Under clause 9.3 of the Master Trust Deed, the Trust Manager provides
         the following information in respect of the Notes.

         (a)   Class of Note:             there will be the following Classes of
                                          Notes:

                                          (i)      Class A1 Notes

                                          (ii)     Class A2 Notes

                                          (iii)    Class B Notes

         (b)   Total Initial Principal    (i)      the Class A1 Notes - the
               Amount of each Class of             aggregate  of the Initial
               Notes:                              Principal Amounts of those
                                                   Class A1 Notes on the
                                                   relevant Note Issue Date

                                          (ii)     Class A2 Notes -
                                                   US$[1,000,000,000]

                                          (iii)    Class B Notes -
                                                   A$[150,000,000]

        (c)    Manner and order in        as set out in clause 6
               which principal and
               interest is  to be
               paid on Notes:

        (d)    MBS Margin:                (i)      any Class A1 Note, the
                                                   percentage per annum as
                                                   determined by the Trust
                                                   Manager and notified to the
                                                   Trustee on the relevant Note
                                                   Issue Date

                                          (ii)     any Class A2 Note, [*]% per
                                                   annum; and

                                          (iii)    any Class B Note, [*]% per
                                                   annum.

        (e)    Initial Principal Amount:  (i)      any Class A1 Note - the
                                                   amount as determined by the
                                                   Trust Manager and notified to
                                                   the Trustee on the date which
                                                   is 2 Business Days before the
                                                   relevant Note Issue Date

                                          (ii)     any Class A2 Note - subject
                                                   to clause 4.3(b), each
                                                   denominated with an Initial
                                                   Principal Amount of
                                                   US$100,000 per Note and,
                                                   thereafter, with minimum
                                                   increments of US$1,000

                                          (iii)    any Class B Note - subject to
                                                   clause 4.3(a), each

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                                                   denominated with an Initial
                                                   Principal Amount of A$10,000
                                                   per Note

         (f)   Rating:                    (i)      Class A1 Notes - such rating
                                                   (if any) notified by the
                                                   Trust Manager to the Trustee
                                                   as approved by each
                                                   Designated Rating Agency for
                                                   those Class A1 Notes at the
                                                   relevant Note Issue Date

                                          (ii)     Class A2 Notes - AAA long
                                                   term rating from S&P; and Aaa
                                                   long term rating from Moody's

                                          (iii)    Class B Notes - AA- long term
                                                   rating from S&P

         (g)   Issue Price:               (i)      any Class A1 Note - issued at
                                                   par value, at a premium or at
                                                   a discount, as notified by
                                                   the Trust Manager to the
                                                   Trustee at the relevant Note
                                                   Issue Date in accordance with
                                                   clause 5

                                          (ii)     any Class A2 Note - issued at
                                                   par value

                                          (iii)    any Class B Note - issued at
                                                   par value

         (i)   Maturity Date:             [December 2033]

4.3      ISSUE OF NOTES

         (a)   The Registered Notes must be issued in minimum parcels or
               subscriptions which have an aggregate Initial Principal Amount of
               A$500,000, (disregarding any amount payable to the extent to
               which it is to be paid out of money lent by the person offering
               the Notes or an associate (as defined in Division 2 of Part 1.2
               of the Corporations Act)) or must otherwise constitute an issue
               that is not required to be disclosed under Part 6D.2 of the
               Corporations Act.

         (b)   The Class A2 Notes must be issued in minimum parcels or
               subscriptions which have an aggregate Initial Principal Amount of
               US$100,000 and in amounts, or on terms, such that their offer for
               subscription and their issue will comply with:

               (i)       the Financial Services and Markets Act 2000 (UK) and
                         all regulations made under or in relation to that Act
                         and the Public Offers of Securities Regulations 1995;
                         and

               (ii)      the Securities Act, the Exchange Act, all regulations
                         made under or in relation to them, and all other laws
                         or regulations of any jurisdiction of the United States
                         of America regulating the offer or issue of, or
                         subscription for, Notes.

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         (c)   No Registered Note has been or will be registered under the
               Securities Act and the Registered Notes must not be offered or
               sold within the United States or to, or for the account or
               benefit of, US persons except in accordance with Regulation S
               under the Securities Act or pursuant to an exemption from the
               registration requirements of the Securities Act. Terms used in
               this paragraph have the meanings given to them by Regulation S
               under the Securities Act.

4.4      TRUSTEE'S COVENANT TO NOTEHOLDERS

         Subject to the terms of the Master Trust Deed and this Series Notice,
         the Trustee:

         (a)   acknowledges its indebtedness in respect of the Principal Amount
               of each Note; and

         (b)   covenants for the benefit of the Security Trustee, each
               Registered Noteholder and the Note Trustee on behalf of the Class
               A2 Noteholders (subject to receiving any directions required
               under and given in accordance with the Transaction Documents):

               (i)       to make all payments on or in respect of the Notes held
                         by that Noteholder on the due date for payment;

               (ii)      to comply with the terms of this Series Notice and the
                         Transaction Documents to which it is a party; and

               (iii)     to pay the Principal Amount in relation to the Notes
                         held by that Noteholder on the Maturity Date together
                         with accrued and unpaid interest thereon.

4.5      REPAYMENT OF NOTES ON PRINCIPAL REPAYMENT DATES

         (a)   On each Principal Repayment Date for a Note, the Principal Amount
               of that Note shall be reduced by, and the obligations of the
               Trustee with respect to that Note shall be discharged to the
               extent of, the amount of the Principal Payment made on that
               Principal Repayment Date in respect of that Note.

         (b)   All Principal Payments on the Class A2 Notes will be made in US
               dollars.

         (c)   All Principal Payments on the Registered Notes will be made in
               Australian dollars.

4.6      FINAL REDEMPTION

         Each Note shall be finally redeemed, and the obligations of the Trustee
         with respect to the payment of the Principal Amount of that Note shall
         be finally discharged, on the first to occur of:

         (a)   the date on which the Principal Amount of that Note is reduced to
               zero;

         (b)   the date on which the relevant Noteholder renounces in writing
               all of its rights to all amounts payable under or in respect of
               that Note;

         (c)   in relation to:

               (i)       the Class A2 Notes, the date on which all amounts
                         received by the Note Trustee with respect to the
                         enforcement of the Security Trust Deed and

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                         payable to the Class A2 Noteholders are paid to the
                         Class A2 Noteholders; and

               (ii)      the Registered Notes, the date on which all amounts
                         received with respect to the enforcement of the
                         Security Trust Deed and payable to the Registered
                         Noteholders are paid to the Registered Noteholders;

         (d)   the Payment Date immediately following the date on which the
               Trustee completes a sale and realisation of all Assets of the
               Trust in accordance with the Master Trust Deed and this Series
               Notice; and

         (e)   the date on which the Note is cancelled or redeemed under clause
               6.6.

4.7      PERIOD DURING WHICH INTEREST ACCRUES

         Each Note bears interest calculated and payable in arrears in
         accordance with this Series Notice from the relevant Note Issue Date to
         the date upon which that Note is finally redeemed in accordance with
         clause 4.6.

4.8      CALCULATION OF INTEREST

         (a)   Interest payable on each Note in respect of each Interest Period
               for that Note is calculated:

               (i)       on a daily basis at the applicable Interest Rate;

               (ii)      on the Principal Amount of that Note as at the first
                         day of that Interest Period; and

               (iii)     on the basis of the actual number of days in that
                         Interest Period and:

                         (A)  in the case of the Class A2 Notes, a year of 360
                              days; and

                         (B)  in the case of the Registered Notes, a year of 365
                              days,

                         and shall accrue due from day to day.

         (b)   The Step-Up Margin for each Class of Notes is the percentage per
               annum which:

               (i)       applies following the relevant Step-Up Margin Date for
                         that Class;

               (ii)      is, in the case of any: (A) Class A2 Notes, [*]% per
                         annum; and (B) Class B Notes, [*]% per annum; and

               (iii)     in addition to:

                         (A)  (1)  LIBOR, in the case of the Class A2 Notes; or

                              (2)  Bank Bill Rate, in the case of the Registered
                                   Notes; and

                         (B)  the relevant MBS Margin,

                         forms the Interest Rate following the relevant Step-Up
                         Margin Date for that Class.

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4.9      AGGREGATE RECEIPTS

         Notwithstanding anything in clause 6, no Noteholder will be entitled to
         receive aggregate principal under any of the provisions in that clause
         on any Note at any time in excess of the Principal Amount for that Note
         at that time.

4.10     OWNERSHIP OF NOTES

         The Trustee, the Trust Manager and the Security Trustee may treat a
         Noteholder as the absolute owner of any Note which the Noteholder is
         registered as holding (whether or not that Note is overdue and despite
         any notation or notice to the contrary or writing on it or any notice
         of previous loss or theft of it or of trust or other interest in it)
         for the purpose of making payment and for all other purposes.

4.11     TAXATION

         All payments in respect of the Notes will be made without withholding
         or deduction for, or on account of, any present or future Taxes
         (including, without limitation, interest withholding tax) unless the
         Trustee or other payer is required by any applicable law to make any
         such payment in respect of the Notes subject to any withholding or
         deduction for, or on account of, any present or future Taxes. In that
         event, the Trustee or other payer must make such payment after such
         withholding or deduction has been made and must account to the relevant
         authorities for the amount so required to be withheld or deducted. The
         Trustee or other payer will not be obliged to make any additional
         payments to Noteholders in respect of that withholding or deduction.

5.       CLASS A1 NOTES
--------------------------------------------------------------------------------

5.1      NOTE ISSUE DIRECTION FOR CLASS A1 NOTES

         If, on a Payment Date, Mortgage Principal Repayments for the Collection
         Period preceding that Payment Date are insufficient to fund Redraws for
         that Collection Period in accordance with this Series Notice, then the
         Trust Manager may give the Trustee a Note Issue Direction to issue a
         series of Class A1 Notes in accordance with clause 12 of the Master
         Trust Deed and this clause 5.

5.2      CONDITIONS TO NOTE ISSUE DIRECTION

         The Trust Manager must not give a Note Issue Direction under clause 5.1
         unless it has received written confirmation from each Designated Rating
         Agency that the issue of the Class A1 Notes would not result in a
         downgrading or withdrawal of a rating of any Note then outstanding.

5.3      TERMS OF NOTE ISSUE DIRECTION

         A Note Issue Direction given under clause 5.1:

         (a)   must be given no later than the date which is 3 Business Days
               before the proposed issue date of the relevant Class A1 Notes, or
               any other date agreed by the Trustee and the Trust Manager; and

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         (b)   must specify the MBS Margin, the aggregate Initial Principal
               Amount, Initial Principal Amount, rating, issue price and
               Maturity Date of the relevant Class A1 Notes (in each case
               containing the relevant information specified in clause 4.2).

6.       CASHFLOW ALLOCATION METHODOLOGY
--------------------------------------------------------------------------------

6.1      GENERAL

         Collections and other amounts credited to the Collection Account will
         be allocated by the Trust Manager, and paid by the Trustee as directed
         by the Trust Manager, as set out in this clause 6.

6.2      CALCULATIONS

         (a)   On or before each date which is 2 Business Days before each
               Payment Date, the Servicer will, in respect of the Collection
               Period immediately before that Payment Date, calculate or
               otherwise ascertain:

               (i)       all Income for that Collection Period;

               (ii)      all Mortgage Principal Repayments for that Collection
                         Period;

               (iii)     the aggregate of all Redraws made during that
                         Collection Period;

               (iv)      the Bank Bill Rate for the relevant period (which shall
                         be calculated and notified on that Payment Date);

               (v)       the amount of Interest payable on each Note on that
                         Payment Date (if any);

               (vi)      the amount of the Principal Payment to be made on each
                         Note on that Payment Date;

               (vii)     Expenses for that Collection Period;

               (viii)    the Principal Amount of each Note as at the first day
                         of the next Interest Period for that Note (after
                         deducting any Principal Payment due to be made in
                         respect of each Note on that Payment Date);

               (ix)      the amount of any Approved Seller's Fee for that
                         Collection Period;

               (x)       in the case of the first Payment Date, the Interest
                         Adjustment payable to an Approved Seller;

               (xi)      the Currency Swap Notional Amount for that Payment
                         Date;

               (xii)     the A$ Interest Amount for that Payment Date;

               (xiii)    each A$ Equivalent Amount required to be calculated
                         under this Series Notice; and

               (xiv)     all other calculations necessary to make allocations
                         and distributions under this clause 6.

         (b)   The Servicer must:

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               (i)       notify the Trustee and the Trust Manager of each of the
                         amounts calculated by it in paragraph (a);

               (ii)      notify the Trustee, the Trust Manager, the Note
                         Trustee, each Paying Agent, the Calculation Agent and
                         the Currency Swap Provider by not later than (or as
                         soon as practicable after) the date which is 2 Business
                         Days before the relevant Payment Date of each
                         determination with respect to the Class A2 Notes of the
                         Principal Payment and Principal Amount in respect of
                         that Payment Date and the Trust Manager will
                         immediately cause details of each of those
                         determinations to be published in accordance with
                         Condition 12. If no Principal Payment is due to be made
                         on the Class A2 Notes on any Payment Date a notice to
                         this effect will be given to the Class A2 Noteholders
                         in accordance with Condition 12; and

         (c)   The Trust Manager must (based on the notifications received from
               the Servicer under paragraph (b)) instruct the Trustee in writing
               on or before the date which is 2 Business Days before the
               relevant Payment Date as to the payments to be made by the
               Trustee on the Payment Date.

6.3      REDRAWS

         If an Obligor makes Additional Repayments in relation to a Loan held by
         the Trustee then the Trustee must provide a Redraw to the Obligor upon
         being so directed by the Trust Manager in its absolute discretion and
         subject to the Trust Manager certifying to the Trustee that:

         (a)   the Redraw to be provided to the Obligor together with the
               current Unpaid Balance of the Loan will not exceed the scheduled
               balance of the Loan;

         (b)   after allowing for all payments which the Trustee is then
               required to make or which the Trust Manager reasonably expects
               that the Trustee will be required to make, there is or will be
               sufficient cash in the Assets of the Trust (whether as a result
               of the issue of Class A1 Notes or otherwise) for the Trustee to
               provide that Redraw; and

         (c)   the Loan is not in Arrears at the time of the request for the
               Redraw by the Obligor.

6.4      LIQUID AUTHORISED INVESTMENTS


         (b)   The Trust Manager shall make such directions to the Trustee, and
               the Trustee must comply with those directions, required to ensure
               that, subject to paragraph (b), the value of the Liquid
               Authorised Investments shall not at any time be less than the
               Prescribed Minimum Level at that time.

         (c)   The Trust Manager may direct the Trustee, and the Trustee must
               allow at the direction of the Trust Manager, the value of Liquid
               Authorised Investments to be less than the Prescribed Minimum
               Level where the Trustee is required to apply all or part of the
               Liquid Authorised Investments towards payment of any of the
               amounts (other than any Break Costs to any Swap Provider under
               clause 6.5(a)(viii), Approved Seller's Fee or Beneficiary
               Distribution) as provided in clause 6.5(a).

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         (d)   If the payment of the whole of any Break Costs to any Swap
               Provider under clause 6.5(a)(viii) would result in the value of
               the Liquid Authorised Investments being less than the Prescribed
               Minimum Level, or if the value of the Liquid Authorised
               Investments at the time of proposed payment is already less than
               the Prescribed Minimum Level, then:

               (i)       a Swap Provider shall only be entitled to receive, and
                         the Trustee must only pay, that part of the Break Costs
                         to that Swap Provider under clause 6.5(a)(viii) which
                         will not result in the value of Liquid Authorised
                         Investments being less than the Prescribed Minimum
                         Level; and

               (ii)      payment of the balance of the Break Costs to a Swap
                         Provider under clause 6.5(a)(viii) shall be deferred
                         until such later Payment Date as such payment will not
                         result in the value of Liquid Authorised Investments
                         being less than the Prescribed Minimum Level.

               Prior to any payment of any Break Costs to any Swap Provider
               under clause 6.5(a)(viii), the Trust Manager shall certify to the
               Trustee that such payment will not breach this paragraph (c)
               (upon which certification the Trustee will rely conclusively).

         (e)   If the payment of the whole of any Approved Seller's Fee under
               clause 6.5(a) would result in the Value of the Liquid Authorised
               Investments being less than the Prescribed Minimum Level, or if
               the value of the Liquid Authorised Investments at the time of
               proposed payment is already less than the Prescribed Minimum
               Level, then:

               (i)       an Approved Seller shall only be entitled to receive,
                         and the Trustee must only pay, that part of the
                         Approved Seller's Fee which will not result in the
                         value of Liquid Authorised Investments being less than
                         the Prescribed Minimum Level; and

               (ii)      payment of the balance of the Approved Seller's Fee
                         shall be deferred until such later Payment Date as such
                         payment will not result in the value of Liquid
                         Authorised Investments being less than the Prescribed
                         Minimum Level.

               Prior to any payment of any Approved Seller's Fee, the Trust
               Manager shall certify to the Trustee that such payment will not
               breach this paragraph (d) (upon which certification the Trustee
               will rely conclusively).

         (f)   If the payment of the whole of the Beneficiary Distribution under
               clause 6.5(a) would result in the value of the Liquid Authorised
               Investments being less than the Prescribed Minimum Level, or if
               the value of the Liquid Authorised Investments at the time of
               proposed payment is already less than the Prescribed Minimum
               Level, then:

               (i)       holders of Residual Income Units shall only be entitled
                         to receive, and the Trustee must only pay, that part of
                         the Beneficiary Distribution which will not result in
                         the value of Liquid Authorised Investments being less
                         than the Prescribed Minimum Level; and

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               (ii)      payment of the balance of the Beneficiary Distribution
                         shall be deferred until such later Payment Date as such
                         payment will not result in the value of Liquid
                         Authorised Investments being less than the Prescribed
                         Minimum Level.

               (iii)     Prior to any payment of the Beneficiary Distribution,
                         the Trust Manager shall certify to the Trustee that
                         such payment will not breach this paragraph (e) (upon
                         which certification the Trustee will rely
                         conclusively).

6.5      INTEREST AND OTHER PAYMENTS

         (a)   On each Payment Date, the Trustee shall (in accordance with the
               written direction provided to it by the Trust Manager on or
               before the date which is 2 Business Days before the Payment Date)
               out of the Income for the Collection Period immediately before
               that Payment Date (or out of the proceeds of disposal of any
               Liquid Authorised Investments as provided for in clause 6.4 or
               out of Capital as provided for in paragraph (d)) make the
               following payments or retain moneys in the following order of
               priority.

               (i)       FIRST - an amount equal to any Interest Adjustment
                         required to be paid to an Approved Seller and then
                         outstanding (the Trustee acknowledges and agrees that
                         it has no entitlement to the moneys comprising the
                         Interest Adjustment).

               (ii)      SECOND - payment of any Taxes payable in relation to
                         the Trust (not including any GST covered in paragraph
                         (f) or paragraph (g)).

               (iii)     THIRD - subject to sub-paragraph (a)(ii) and paragraph
                         (c), payment (in the following order of priority) of:

                         (A)  pari passu and rateably, as between themselves,
                              payments of:

                              (1)  the Trustee's Fee for the Collection Period
                                   (as adjusted in accordance with paragraph
                                   (g)); and

                              (2)  any fees payable to the Note Trustee under
                                   the Transaction Documents for the Collection
                                   Period;

                         (B)  pari passu and rateably, as between themselves,
                              payments of:

                              (1)  any fees payable, pari passu and rateably, to
                                   the Paying Agents under the Transaction
                                   Documents for the Collection Period; and

                              (2)  any fees payable to the Calculation Agent
                                   under the Transaction Documents for the
                                   Collection Period;

                         (C)  the Expenses (other than the Trustee's Fee, any
                              fees payable to the Note Trustee, the Paying
                              Agents or the Calculation Agent and the Trust
                              Manager's Fee) in relation to the Collection
                              Period;

                         (D)  the Expenses (other than the Trustee's Fee, any
                              fees payable to the Note Trustee, the Paying
                              Agents or the Calculation Agent and the Trust
                              Manager's Fee) which the Trust Manager or the
                              Trustee

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                              reasonably anticipates will be incurred prior to
                              the next Payment Date; and

                         (E)  the Expenses (other than the Trustee's Fee, any
                              fees payable to the Note Trustee, the Paying
                              Agents or the Calculation Agent and the Trust
                              Manager's Fee) not covered by sub-paragraphs (C)
                              or (D) which have already been incurred prior to
                              the Payment Date but which have not previously
                              been paid or reimbursed.

               (iv)      FOURTH - payment to the Trust Manager of the Trust
                         Manager's Fee for the Collection Period.

               (v)       FIFTH - pari passu and rateably as between themselves:


                         (A)  payment to the Interest Rate Swap Provider of any
                              amounts payable under the Interest Rate Swap other
                              than any Break Costs in respect of the termination
                              of the Interest Rate Swap;

                         (B)  payment of any Interest for the Interest Period
                              for the Class A1 Notes ending on that Payment Date
                              to the Class A1 Noteholders;

                         (C)  subject to clause 6.12, payment to the Currency
                              Swap Provider of:

                              (1)  the A$ Interest Amount for that Payment Date
                                   (and, if that Payment Date is a Quarterly
                                   Payment Date, any reciprocal payment by the
                                   Currency Swap Provider is thereafter to be
                                   applied in accordance with clause 6.8(a)(i)
                                   towards payment of Interest on the Class A2
                                   Notes); and

                              (2)  any Break Costs payable under the Currency
                                   Swap other than in respect of the termination
                                   of the Currency Swap where the Currency Swap
                                   Provider is the Defaulting Party.

               (vi)      SIXTH - payment of any Interest for the Interest Period
                         for the Class B Notes ending on that Payment Date to
                         the Class B Noteholders.

               (vii)     SEVENTH- where any part of Capital has previously been
                         applied by the Trustee in accordance with paragraph (d)
                         by the application by the Trustee for the purposes of
                         replenishment of the Assets of the Trust of an amount
                         equal to the amount of Capital so applied.

               (viii)    EIGHTH- subject to compliance with the Prescribed
                         Minimum Level of Liquid Authorised Investments set out
                         in clause 6.4(c) (and the restrictions contained in
                         paragraph (d)), payment, pari passu and rateably, of
                         any Break Costs payable to:

                         (A)  the Interest Rate Swap Provider in respect of the
                              termination of the Interest Rate Swap; and

                         (B)  the Currency Swap Provider in respect of the
                              termination of the Currency Swap where the
                              Currency Swap Provider is the Defaulting Party.

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               (ix)      NINTH - subject to compliance with the Prescribed
                         Minimum Level of Liquid Authorised Investments set out
                         in clause 6.4(d) (and the restrictions contained in
                         paragraph (d)), payment of any Approved Seller's Fee.

               (x)       TENTH - subject to compliance with the Prescribed
                         Minimum Level of Liquid Authorised Investments set out
                         in clause 6.4(e) (and the restriction contained in
                         paragraph (d)), payment of the balance (if any) to each
                         holder of a Residual Income Unit, pro rata.

         (b)   In the event that for any reason whatsoever the Trustee does not
               have sufficient cash to make all of the payments as provided in
               paragraph (a) then the amount available to be paid shall be
               distributed in the order of priority of distribution as referred
               to in paragraph (a), and:

               (i)       in the case of the payment of Interest to Class A
                         Noteholders under paragraph (a)(v), the proportion of
                         any amount available to be paid to each such Noteholder
                         shall be the proportion which the Principal Amount of
                         the Notes of that Class held by that Noteholder bears
                         to the Total Principal Amount of all Notes of that
                         Class; and

               (ii)      in the case of the payment of Interest to Class B
                         Noteholders under paragraph (a)(vi), the proportion of
                         any amount available to be paid to each Class B
                         Noteholder shall be the proportion which the Principal
                         Amount of the Class B Notes held by that Class B
                         Noteholder bears to the Total Principal Amount of all
                         Class B Notes.

         (c)   In the event that:

               (i)       the Trustee receives a payment under clause 6.5(a)(iii)
                         for Expenses which the Trustee reasonably anticipates
                         will be incurred prior to the next Payment Date; and

               (ii)      all or any part of such Expenses are not actually
                         incurred prior to that next Payment Date,

               then the following provisions shall apply:

               (iii)     the Trustee shall repay into the Assets of the Trust on
                         that next Payment Date such excess amount which was not
                         actually incurred; or

               (iv)      if the Trustee fails to repay the amount in accordance
                         with sub-paragraph (c)(iii), then such amount shall be
                         set-off against the amount which would otherwise be
                         payable under clause 6.5(a) to the Trustee with respect
                         to Expenses on that next Payment Date.

         (d)   If, during any Financial Year, the amount equal to the aggregate
               of the Income accrued for a Collection Period and the proceeds of
               disposal of any Liquid Authorised Investments to be applied, in
               accordance with clause 6.4, under clause 6.5(a) on the
               corresponding Payment Date is less than the aggregate of the
               amounts payable by the Trustee under clause 6.5(a) for that
               Collection Period, then the Trustee shall (at the direction of
               the Trust Manager) apply Capital in payment of those amounts in
               order of priority set out in clause 6.5(a) (except for

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               any Break Costs to any Swap Provider under clause 6.5(a)(viii),
               Approved Seller's Fee or Beneficiary Distribution which may only
               be paid from Income) to the extent available to do so.

         (e)   If any Approved Seller's Fee is not paid in full on a relevant
               Payment Date, then the unpaid balance shall bear interest at a
               rate determined by the Trust Manager and advised to the Trustee
               from time to time, such interest to be calculated on a daily
               balance from the due date up to and including the date of actual
               payment.

         (f)   Any GST which applies or may apply in respect of any services
               provided pursuant to this Series Notice or the other Transaction
               Documents by the Trust Manager in relation to the Trust will be
               paid by the Trust Manager from the Trust Manager's Fee or from
               the Trust Manager's own resources.

         (g)   In relation to any supply by the Trustee under the Transaction
               Documents of goods or services in relation to the Trust, the fee
               payable will be adjusted to take into account any change after 1
               July 2000 in the rate of GST payable pursuant to the A New Tax
               System (Goods and Services Tax Imposition - General) Act 1999.

         (h)   Interest to which any Noteholder may be entitled in respect of a
               Note for an Interest Period shall only fall due for payment by
               the Trustee to the Noteholder upon the applicable Payment Date.

6.6      REPAYMENTS OF PRINCIPAL AMOUNT AND REDEMPTION OF NOTES

         (a)   (i)       All Mortgage Principal Repayments which are received by
                         the Trustee in each Collection Period, except to the
                         extent the Trust Manager directs the Trustee in writing
                         that such moneys be applied or retained for Liquidity
                         Purposes in accordance with the provisions of this
                         Series Notice, and any Surplus Liquidity for the
                         corresponding Payment Date must, prior to the
                         enforcement of the Security Trust Deed, be deposited or
                         paid by the Trustee (at the direction of the Trust
                         Manager, such direction to be given on or before the
                         date which is 2 Business Days before the relevant
                         Payment Date) on the corresponding Payment Date in the
                         following order of priority.

                         (A)  FIRST - payments to be made in accordance with
                              clause 6.5(d).

                         (B)  SECOND - to Class A1 Noteholders (in the
                              proportion as specified in sub-paragraph (ii)) in
                              payment of the Principal Amount of the Class A1
                              Notes until such time as all Class A1 Notes have
                              been redeemed in full.

                         (C)  THIRD - subject to clause 6.12, to the Currency
                              Swap Provider under the Currency Swap of the A$
                              Equivalent of the Currency Swap Notional Amount
                              for that Payment Date (and, if that Payment Date
                              is a Quarterly Payment Date, any reciprocal
                              payment by the Currency Swap Provider is
                              thereafter to be applied in accordance with clause
                              6.8(a)(ii) towards payment of the Principal Amount
                              of the Class A2

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                              Notes (in the proportion as specified in sub-
                              paragraph (ii)) until such time as all Class A2
                              Notes have been redeemed in full.

                         (D)  FOURTH - to Class B Noteholders (in the proportion
                              as specified in sub-paragraph (ii)) in payment of
                              the Principal Amount of the Class B Notes until
                              such time as all Class B Notes have been redeemed
                              in full.

                         (E)  FIFTH - payment of the balance (if any) as a
                              distribution to the holder of the Residual Capital
                              Unit.

               (ii)      The proportion of any amount available to be paid to
                         any Noteholder in respect of any Class of Notes will be
                         the proportion which the Principal Amount of the Note
                         in respect of that Class of Notes held by that
                         Noteholder bears to the Total Principal Amount of all
                         Notes in respect of that Class of Notes.

         (b)   On any Payment Date when the Total Principal Amount of all Notes
               in all Classes does not exceed 10% of the Initial Principal
               Amount of all Notes the Trustee must, if so directed in writing
               by the Trust Manager on or before the date which is 2 Business
               Days before that Payment Date, repay the whole of the Principal
               Amount of all Notes together with any outstanding Interest in
               relation to those Notes subject to the following conditions:

               (i)       the Trust Manager having provided to:

                         (A)  each relevant Noteholder, the Note Trustee and the
                              Trustee, 30 days prior notice; and

                         (B)  each Designated Rating Agency, 30 days prior
                              written notice,

                          of the Trust Manager's intention to direct the Trustee
                          to redeem the relevant Notes under this paragraph;

               (ii)      the Trustee having sufficient cash to make such
                         repayment (upon which the Trustee may rely conclusively
                         on a certification from the Trust Manager);

               (iii)     the Trustee retaining such amount as the Trust Manager
                         or the Trustee reasonably determines will be necessary
                         to satisfy any outstanding or anticipated Expenses or
                         payment to any Swap Provider under a Hedge Agreement;
                         and

               (iv)      the repayment being made in the order of priority set
                         out in clause 6.6(a).

         (c)   On any Payment Date on or after a Step-Up Margin Date the Trustee
               must, if so directed by the Trust Manager on or before the date
               which is 2 Business Days before that Payment Date, repay the
               whole of the Principal Amount of any Class of Notes together with
               any outstanding Interest in relation to those Notes subject to
               the following conditions:

               (i)       the Trust Manager having provided to:

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                         (A)  each relevant Noteholder, the Note Trustee and the
                              Trustee, 30 days prior notice; and

                         (B)  each Designated Rating Agency, 30 days prior
                              written notice,

                          of the Trust Manager's intention to direct the Trustee
                          to redeem the relevant Notes under this paragraph;

               (ii)      the Trust Manager receiving from each Designated Rating
                         Agency written confirmation that the repayment will not
                         result in a downgrade or withdrawal of the rating of
                         any other Notes;

               (iii)     the Trustee having sufficient cash to make such
                         repayment (upon which the Trustee may rely conclusively
                         on a certification from the Trust Manager);

               (iv)      the Trustee retaining such amount as the Trust Manager
                         or the Trustee reasonably determines will be necessary
                         to satisfy any outstanding or anticipated Expenses,
                         payment to any Noteholder in respect of a Note (other
                         than a Note in respect of which the Principal Amount
                         and Interest are to be so repaid) or payment to any
                         Swap Provider under a Hedge Agreement; and

               (v)       the repayment being made in the order of priority set
                         out in clause 6.6(a).

               The Trust Manager may give a direction described in paragraph (c)
               in respect of any one Class of Notes, with a particular Step-Up
               Margin Date notwithstanding that it has not given a similar
               direction in relation to any other Class with the same Step-Up
               Margin Date, provided that in no circumstance may the Trust
               Manager give a direction described in paragraph (c) in relation
               to Class B Noteholders unless:

               (1)       there are at that time no Class A Noteholders
                         outstanding; or

               (2)       the Trust Manager at the same time gives or has given a
                         direction described in paragraph (c) in relation to all
                         Class A Notes then outstanding.

         (d)   If the Trust Manager satisfies the Trustee and the Note Trustee
               immediately prior to giving the notice referred to below that:

               (i)       on the next Payment Date the Trustee or a Paying Agent
                         would be required to deduct or withhold from any
                         payment:

                         (A)  of principal or interest in respect of the Notes;
                              or

                         (B)  to the Currency Swap Provider under the Currency
                              Swap,

                         any amount for or on account of any present or future
                         taxes, duties, assessments or governmental charges of
                         whatever nature imposed, levied, collected, withheld or
                         assessed by any Government Agency; or

               (ii)      a Government Agency requires the deduction or
                         withholding from any payment by an Obligor in respect
                         of a Purchased Loan of any amount for or on account of
                         any taxes, duties, assessments or governmental charges
                         of

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                         whatever nature imposed, levied, collected, withheld or
                         assessed by that Government Agency,

               the Trustee must, when so directed by Noteholders representing at
               least 75% of the outstanding Principal Amount of the Notes
               (provided that the Trustee will be in a position on such Payment
               Date to discharge (and the Trust Manager will so certify to the
               Trustee and the Note Trustee) all its liabilities in respect of
               the Notes (at their relevant Principal Amount) and any amounts
               which would be required under the Security Trust Deed to be paid
               in priority or pari passu with the Notes if the security for the
               Notes were being enforced), having given not more than 60 nor
               less than 45 days notice to the Noteholders, redeem all, but not
               some only, of the Notes at their relevant Principal Amount
               together with accrued interest to (but excluding) the date of
               redemption on the next Payment Date, provided that the redemption
               is made in the order of priority set out in paragraph (a).

         (e)   If the Trust Manager satisfies the Trustee and the Note Trustee
               immediately prior to giving the notice referred to below that on
               the next Payment Date the Currency Swap Provider would be
               required to deduct or withhold from any payment under the
               Currency Swap any amount for or on account of any present or
               future taxes, duties, assessments or governmental charges of
               whatever nature imposed, levied, collected, withheld or assessed
               by any Government Agency, the Trustee must, when so directed by
               the Trust Manager (in its sole discretion) (provided that the
               Trustee will be in a position on such Payment Date to discharge
               (and the Trust Manager will so certify to the Trustee and the
               Note Trustee) all its liabilities in respect of the Notes (at
               their relevant Principal Amount) and any amounts which would be
               required under the Security Trust Deed to be paid in priority or
               pari passu with the Notes if the security for the Notes were
               being enforced), having given not more than 60 nor less than 45
               days notice to the Noteholders, redeem all, but not some only, of
               the Notes at their relevant Principal Amount together with
               accrued interest to (but excluding) the date of redemption on the
               next Payment Date, provided that the redemption is made in the
               order of priority set out in paragraph (a).

         (f)   A Noteholder shall not be entitled to receive any amounts other
               than:

               (i)       the Interest payable on, and

               (ii)      the Principal Amount of,

               Notes held by that Noteholder.

         (g)   The Trustee may not recover any Beneficiary Distribution from a
               Beneficiary once it is paid to that Beneficiary except where
               there has been an error in the relevant calculation of the
               Beneficiary Distribution.

6.7      PAYMENTS INTO US$ ACCOUNT

         (a)   The Trustee must direct the Currency Swap Provider to pay all
               amounts denominated in US$ payable to the Trustee by the Currency
               Swap Provider under the Currency Swap into the US$ Account or to
               the Principal Paying Agent under the Agency Agreement.

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         (b)   If the Trustee, the Trust Manager or the Servicer receives any
               amount denominated in US$ from the Currency Swap Provider under
               the Currency Swap it will promptly pay that amount to the credit
               of the US$ Account.

6.8      PAYMENTS OUT OF US$ ACCOUNT

         (a)   The Trustee must, or must require that the Paying Agents on its
               behalf, at the direction of the Trust Manager, pay all amounts
               credited to the US$ Account by the Currency Swap Provider or
               under clause 6.7(b) as follows (and in accordance with the Note
               Trust Deed and the Agency Agreement) (in no order of priority):

               (i)       as contemplated in clause 6.5(a)(v)(C), pari passu in
                         relation to Class A2 Notes as payments of Interest on
                         those Class A2 Notes;

               (ii)      as contemplated in clause 6.6(a)(i)(C), pari passu to
                         Class A2 Noteholders in payment of the Principal Amount
                         of the Class A2 Notes until such time as all Class A2
                         Notes have been redeemed in full;

               (iii)     as contemplated in clause 6.6(b), pari passu to Class
                         A2 Noteholders in relation to Class A2 Notes as payment
                         of redemption amounts;

               (iv)      as contemplated in clause 6.6(c), pari passu to Class
                         A2 Noteholders in relation to Class A2 Notes as payment
                         of redemption amounts;

               (v)       as contemplated in clause 6.6(d), pari passu to Class
                         A2 Noteholders in relation to Class A2 Notes as payment
                         of redemption amounts;

               (vi)      as contemplated in clause 6.6(e), pari passu to Class
                         A2 Noteholders in relation to Class A2 Notes as payment
                         of redemption amounts; and

               (vii)     as contemplated in clause 4.4(b)(iii), pari passu to
                         Class A2 Noteholders in relation to Class A2 Notes as
                         payment of redemption amounts.

6.9      ROUNDING OF AMOUNTS

         In making the calculations required or contemplated by this clause 6,
         the Servicer or the Trust Manager (as the case may be) shall round
         calculations to four decimal places, except that all monetary amounts
         shall be rounded down to the nearest cent or as otherwise required in
         this Series Notice.

6.10     PRESCRIPTION

         Despite any other provision of this Series Notice and the Master Trust
         Deed, Condition 8 of the Class A2 Notes applies to all amounts payable
         in relation to any Class A2 Note.

6.11     REPLACEMENT OF CURRENCY SWAP

         (a)   If the Currency Swap is terminated, the Trustee must, at the
               direction of the Trust Manager, enter into one or more currency
               swaps which replace the Currency Swap (in a form reasonably
               satisfactory to the Trustee) (collectively a REPLACEMENT CURRENCY
               SWAP) but only on the following conditions:

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               (i)       the Settlement Amount (as defined in the Currency Swap)
                         payable (if any) by the Trustee to the Currency Swap
                         Provider will be paid in full when due in accordance
                         with this Series Notice and the Currency Swap;

               (ii)      the Designated Ratings Agencies confirm that the
                         Replacement Currency Swap will not cause a reduction or
                         withdrawal of the rating of the Class A2 Notes; and

               (iii)     the liability of the Trustee under the Replacement
                         Currency Swap is limited to at least the same extent
                         that its liability is limited under the Currency Swap.

         (b)   If the conditions in (a) are satisfied, the Trustee must, at the
               direction of the Trust Manager, enter into the Replacement
               Currency Swap and if it does so it must direct the Replacement
               Currency Swap Provider to pay any upfront premium to enter into
               the Replacement Currency Swap due to the Trustee directly to the
               Currency Swap Provider in satisfaction of and to the extent of
               the Trustee's obligation to pay the Settlement Amount (as defined
               in the Currency Swap) as referred to in (a) and to the extent
               that such premium is not greater than or equal to the Settlement
               Amount (as defined in the Currency Swap), the balance must be
               satisfied by the Trustee as an Expense of the Trust.

         (c)   If the conditions in (a) are satisfied and the Trustee has
               entered into the Replacement Currency Swap, the Trustee must
               direct the Currency Swap Provider to pay any Settlement Amount
               (as defined in the Currency Swap) payable by the Currency Swap
               Provider to the Trustee on termination of the Currency Swap
               directly to the Replacement Currency Swap Provider as payment and
               to the extent of any premium payable by the Trustee to enter into
               the Replacement Currency Swap, in satisfaction of and to the
               extent of the Currency Swap Provider's obligation to pay that
               part of the Settlement Amount (as defined in the Currency Swap)
               to the Trustee.

6.12     CURRENCY SWAP DOWNGRADE

         If and for so long as the Currency Swap Guarantor has:

         (a)   a short term credit rating from S&P of less than A-1+; or

         (b)   a short term credit rating from Moody's of less than P-1 or a
               long term credit rating from Moody's of less than A3,

         the Trust Manager must direct the Trustee to, and the Trustee must,
         apply any amounts payable under clauses 6.5(a)(v)(C) and 6.6(a)(i)(C)
         on a Payment Date in accordance with the Currency Swap.

6.13     PAYMENT PRIORITIES FOLLOWING AN EVENT OF DEFAULT:  SECURITY TRUST DEED

         Following an Event of Default as defined in the Security Trust Deed,
         the priority of payments with respect to the Trust will be governed by
         that deed.

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7.       MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND REPRESENTATIONS,
         WARRANTIES AND UNDERTAKINGS
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7.1      COMPLETION OF DETAILS IN RELATION TO MASTER TRUST DEED

         (a)   (TRUST MANAGER'S FEE) For the purpose of clause 18 of the Master
               Trust Deed, the fee payable to the Trust Manager in respect of
               the Trust for each Collection Period will be an amount
               calculated:

               (i)       on the aggregate Initial Principal Amount of all Notes
                         outstanding on the first day of that Collection Period
                         minus the aggregate of Principal Payments made in
                         respect of the Notes on or before that date;

               (ii)      at the rate of 0.25% per annum or as otherwise agreed
                         by the Trust Manager and the Trustee from time to time;
                         and

               (iii)     on the actual number of days in the Collection Period
                         divided by 365 days,

               and shall accrue due from day to day.

         (b)   (TRUSTEE'S FEE) For the purpose of clause 22.1 of the Master
               Trust Deed, the fee payable to the Trustee in respect of the
               Trust for each Collection Period will be an amount as agreed
               between the Trustee and the Trust Manager from time to time,
               subject to clause 6.5(g), which fee shall not include the Trust
               Manager's Fee or any Approved Seller's Fee.

         (c)   (APPROVED SELLER'S FEE)

               For the purpose of clause 8.12 of the Master Trust Deed, the fee
               payable to each relevant Approved Seller in respect of the Trust
               for each Collection Period will be an amount as agreed between
               the Approved Seller and the Trust Manager from time to time,
               which fee may include an entitlement to interest in the event of
               late payment but which fee shall not include any amount
               attributable to:

               (i)       any Taxes;

               (ii)      any Trustee's Fee;

               (iii)     any other Expenses (other than the Trust Manager's
                         Fee);

               (iv)      any payment to the Trust Manager of the Trust Manager's
                         Fee;

               (v)       any net amounts payable to any Swap Provider as
                         required under any Hedge Agreement;

               (vi)      any payment of Interest to Noteholders; and

               (vii)     any amount by way of replenishment of the Assets of the
                         Trust.

         (d)   (FEE CHANGES TO TAKE ACCOUNT OF GST) Subject to clause 6.5(f),
               none of the above fees in this clause 7.1 are to be increased by
               reference to any applicable GST unless:

               (i)       the Trustee, the Trust Manager and the recipient of the
                         relevant fee agree (that agreement not to be
                         unreasonably withheld); and

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               (ii)      the increase will not result in the downgrading or
                         withdrawal of the rating assigned to any Notes by any
                         Designated Rating Agency.

7.2      AMENDMENTS TO MASTER TRUST DEED

         The Master Trust Deed is amended for the purpose of the Trust as
         follows:

         (a)   CLAUSE 1 - DEFINITIONS AND INTERPRETATION

               (i)       For the purposes of the definition of AUTHORISED
                         INVESTMENTS in clause 1.1 of the Master Trust Deed:

                         (A)  delete the words "an Approved Bank" in paragraph
                              (b) and replace it with the words "a bank rated
                              A-1+ by S&P and P-1 by Moody's (an AUTHORISED
                              BANK)";

                         (B)  delete the words "Approved Bank" in paragraph (c)
                              and replace them with the words "Authorised Bank";

                         (C)  replace the wording in sub-paragraph (i) before
                              sub-paragraph (i)(A) with "unless otherwise
                              advised in writing by each Designated Rating
                              Agency";

                         (D)  replace sub-paragraph (i)(A) and (i)(B) with a
                              sub-paragraph (i)(A) as follows:

                              "(A) each proposed investment falling within
                                   categories (b), (c) and (d) must have a
                                   credit rating issued by S&P of A-1+ and by
                                   Moody's of P-1 or by S&P of AAA and by
                                   Moody's of Aaa;

                         (E)  re-label sub-paragraph (i)(C) to be (i)(B) and
                              insert at the end of the sub-paragraph the words "
                              and by Moody's of Aaa"; and

                         (F)  delete the words in sub-paragraph (ii)(A) after
                              "it was acquired".

               (ii)      For the purposes of the definition of EXPENSES in
                         clause 1.1 of the Master Trust Deed:

                         (A)  insert ", DTC" in paragraph (t) after "Stock
                              Exchange";

                         (B)  in paragraph (t), delete the word "and' after the
                              semi-colon;

                         (C)  replace the comma at the end of paragraph (u) with
                              "; and"; and

                         (D)  add a new paragraph (v) at the end as follows:

                              "(u) any fees or expenses payable to a Paying
                                   Agent or Calculation Agent,".

               (iii)     For the purposes of the definition of INSOLVENCY EVENT
                         in clause 1.1 of the Master Trust Deed, replace "or a
                         Mortgage Insurer" with ", a Mortgage Insurer, a Title
                         Insurer or any other corporation" before "(each a
                         RELEVANT CORPORATION)".

               (iv)      For the purposes of the definition of RELATED SECURITY
                         in clause 1.1 of the Master Trust Deed:

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                         (A)  re-letter the existing subparagraph (d) as
                              subparagraph (e); and

                         (B)  insert as a new subparagraph (d) "any Title
                              Insurance Policy in relation to a Mortgage
                              securing the loan and any amounts received by the
                              Trustee (or a Servicer on its behalf) under any
                              Title Insurance Policy.".

               (v)       Insert the following definition in clause 1.1 of the
                         Master Trust Deed:

                         TITLE INSURANCE POLICY means any title insurance
                         policy specified as a TITLE INSURANCE POLICY in the
                         Series Notice for that Trust.

               (vi)      Insert the following definition in clause 1.1 of the
                         Master Trust Deed:

                         TITLE INSURER means any title insurer specified as a
                         TITLE INSURER in the Series Notice for that Trust.

         (b)   CLAUSE 6 - ORIGINATION

               For the purposes of clause 6(a) of the Master Trust Deed, insert
               the words "or the Trust Manager" after "Note Issue Direction".

         (c)   CLAUSE 8 - ACQUISITION FROM APPROVED SELLER

               (i)       The following provisions replace clause 8.1 of the
                         Master Trust Deed.

                         Where:

                         (A)  a Note Issue Direction directs that the Trustee
                              issues Notes to fund; or

                         (B)  there is an investment proposal or direction by
                              the Trust Manager (in accordance with the
                              Transaction Documents) for,

               (ii)      the acquisition of Authorised Investments from an
                         Approved Seller under a Sale Notice under clause 8.3 of
                         the Master Trust Deed and the Trustee implements the
                         direction or proposal, the Trustee shall use the
                         proceeds of the relevant issue of Notes for the purpose
                         of the acquisition in accordance with clause 8 of the
                         Master Trust Deed.

               (iii)     For the purposes of clause 8.4(a) of the Master Trust
                         Deed:

                         (A)  insert in clause 8.4(a)(ii) before "the Trust
                              Manager", the words "(where clause 8.1(i)
                              applies)"; and

                         (B)  each of the following is a condition precedent to
                              the giving of the Sale Notice:

                              (CERTIFIED COPIES) The Trustee has received
                              certified copies of the forms of each Mortgage
                              Insurance Policy and Title Insurance Policy, and
                              the forms of the Loan Agreements, relating to the
                              Purchased Loans.

                              (RELEASE) The Trustee has received evidence that
                              the Purchased Loans and related Loan Rights will
                              be released from any Security Interest as of the
                              Closing Date.

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               (iv)      For the purposes of clause 8.7(b) of the Master Trust
                         Deed and clauses 6.6(b) to (d) (inclusive), the
                         following provisions apply:

                         (A)  On the date on which a redemption of Notes under
                              clause 6.6(b), (c) or (d) is to occur, the Trust
                              Manager may direct the Trustee to offer to sell
                              the Loans held by the Trustee to an Other Trust or
                              any other person in accordance with the Master
                              Trust Deed and any relevant Series Notice.

                         (B)  The Trustee as trustee of the Trust will do all
                              things reasonably necessary to give effect to the
                              disposal of the Loans held by the Trustee to that
                              Other Trust or other person (as the case may be)
                              in accordance with the Master Trust Deed and any
                              relevant Series Notice.

                         (C)  In the case of a disposal to an Other Trust, the
                              Trust Manager may only give the direction referred
                              to in sub-paragraph (iv)(A) to the extent that
                              funds are available to the Other Trust to acquire
                              those assets.

               (v)       For the purposes of clause 8.8 of the Master Trust
                         Deed:

                         (A)  in relation to sub-paragraph (a)(i):

                              (1)  delete the words "after a Note Issue Date";
                                   and

                              (2)  replace the words "corresponding Note Issue
                                   Direction" with "relevant Sale Notice";

                         (B)  in relation to sub-paragraph (a)(ii):

                              (1)  delete the words "after the Note Issue Date"
                                   and the words "as soon as possible";

                              (2)  insert the words "or Sale Notice" after "in
                                   that Series Notice";

                              (3)  insert the words "Series Notice or" before
                                   "Sale Notice in respect of"; and

                              (4)  replace the words "corresponding Note Issue
                                   Direction" with "relevant Sale Notice"; and

                         (C)  in relation to paragraph (b):

                              (1)  delete the words "on or" and "after a Note
                                   Issue Date";

                              (2)  replace the words "corresponding Note Issue
                                   Direction" with "relevant Sale Notice"; and

                              (3)  replace the words "the Note Issue Date" with
                                   "the relevant Closing Date" (where it appears
                                   twice).

         (d)   CLAUSE 11 - LIMITS ON RIGHTS OF NOTEHOLDERS AND BENEFICIARY

               For the purposes of clause 11.1 of the Master Trust Deed:

               (i)       in relation to paragraph (h), insert ", Security
                         Trustee" after "Trustee";

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               (ii)      in relation to paragraph (k), insert "or an Approved
                         Seller" after "Trust Manager";

               (iii)     replace paragraph (l) with the following:

                         "(l) (take proceedings) take any proceedings of any
                              nature whatsoever in any court or otherwise or to
                              obtain any remedy of any nature (including against
                              the Trustee, the Trust Manager, the Security
                              Trustee or the Servicer or any former Trustee,
                              Trust Manager, Security Trustee or Servicer or in
                              respect of any Trust or any Asset of any Trust)
                              provided that it shall be entitled to compel the
                              Trustee, the Trust Manager, the Security Trustee
                              and the Servicer to comply with their respective
                              duties and obligations under the Transaction
                              Documents"; and

               (iv)      replace paragraph (m) with the following:

                         "(m) (recourse to personal assets) any recourse
                              whatsoever to the Trustee, the Security Trustee or
                              the Trust Manager in their personal capacity,
                              except to the extent of any fraud, negligence or
                              wilful default on the part of the Trustee or the
                              Trust Manager or as provided in the relevant
                              Transaction Documents in relation to the Security
                              Trustee."

         (e)   CLAUSE 12 - PROCEDURE FOR ISSUE OF NOTES

               (i)       For the purposes of clause 12.1 of the Master Trust
                         Deed, the Note Issue Direction for the Notes may be
                         issued by the Trust Manager on or at any time prior to
                         the Note Issue Date for the Notes.

               (ii)      For the purposes of clause 12.6(a) of the Master Trust
                         Deed, the certification by the Trust Manager may occur
                         on or at any time prior to the Note Issue Date for the
                         Notes.

         (f)   CLAUSE 13 - TRANSFERS OF NOTES

               The following provisions replace clause 13.3 of the Master Trust
               Deed:

               "(a)      Notes can only be transferred if:

                         (i)  the amount payable on acceptance of the offer by
                              the transferee is a minimum amount of $500,000
                              (disregarding any amount payable to the extent to
                              which it is to be paid out of money lent by the
                              person offering the Notes or an associate (as
                              defined in Division 2 of Part 1.2 of the
                              Corporations Act)); or

                         (ii) the offer or invitation to the transferee by the
                              Noteholder in relation to such Notes does not
                              otherwise require disclosure under Part 6D.2 of
                              the Corporations Act and the Corporations
                              Regulations made under the Corporations Act.

               (b)       Prior to purchasing any Notes, purchasers should
                         consult counsel with respect to the availability and
                         conditions of exemption from the restriction on resale
                         or transfer.".

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         (g)   CLAUSE 15 - THE REGISTER

               (i)       For the purposes of clause 15.3(a) of the Master Trust
                         Deed, the Trustee and the Trust Manager agree that the
                         Register with respect to the Trust may be kept at the
                         Trustee's principal office in Sydney.

               (ii)      For the purposes of clause 15.5 of the Master Trust
                         Deed, the Trustee may:

                         (A)  without prior notice to the Noteholders close the
                              Register:

                              (1)  in relation to any Note, each period from the
                                   close of business (Sydney time) on the date
                                   which is 5 Business Days before each Payment
                                   Date for that Note to close of business on
                                   that Payment Date; or

                              (2)  when required for the Auditor to conduct any
                                   audit in relation to the Trust; or

                         (B)  with prior notice to the Registered Noteholders,
                              close the Register for other periods not exceeding
                              30 days (or such other period of time as agreed
                              between the Trustee and the Trust Manager, with
                              the approval of an Extraordinary Resolution of
                              Registered Noteholders) in aggregate in any
                              calendar year.

         (h)   CLAUSE 17 - THE TRUST MANAGER

               Reference in clause 17.20(e) to "the Designated Rating Agency' is
               amended to be reference to "each Designated Rating Agency".

         (i)   CLAUSE 19 - RETIREMENT, REMOVAL AND REPLACEMENT OF TRUST MANAGER

               (i)       Each reference in clause 19 to "the Designated Rating
                         Agency", "the Trusts" and "Series Notices" is amended
                         to be a reference to "each Designated Rating Agency",
                         "the Trust" and "Series Notice" respectively.

               (ii)      Clause 19.3 is amended by adding as a final sentence:
                         "In this clause `materially prejudice' includes
                         withdrawal, qualification or downgrade of the rating
                         assigned to a Note by any Designated Rating Agency".

         (j)   CLAUSE 20 - TRUSTEE'S POWERS

               For the purposes of clause 20.4 of the Master Trust Deed:

               (i)       insert "in relation to the Registered Notes," at the
                         beginning of sub-paragraph (b)(iii);

               (ii)      insert a new sub-paragraph (b)(iv) as follows:

                         "(iv)    in relation to Class A2 Notes, to a Paying
                                  Agent (in respect of which the Trustee is not
                                  liable for its acts or omissions)"; and

               (iii)     replace "or Austraclear" in sub-paragraph (d)(i) with
                         ", Austraclear or a Paying Agent".

         (k)   CLAUSE 23 - REMOVAL, RETIREMENT AND REPLACEMENT OF TRUSTEE

               Each reference in clause 23 of the Master Trust Deed to "the
               Designated Rating Agency" is amended to be reference to "each
               Designated Rating Agency".

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         (l)   CLAUSE 26 - BANK ACCOUNTS

               Clause 26.1(d)(i) of the Master Trust Deed is amended by adding
               "or P-2 or below by Moody's" after the words "A-1 (S&P) or
               below".

         (m)   CLAUSE 27 - AUDITOR

               Each reference in clause 27 to "the Designated Rating Agency" is
               amended to be reference to "each Designated Rating Agency".

         (n)   CLAUSE 32 - TRUSTEE'S AND TRUST MANAGER'S POWERS, LIABILITY AND
               INDEMNITY GENERALLY

               (i)       The following provisions replace clause 32.16 of the
                         Master Trust Deed.

                         "(a) The Trustee enters into the Transaction Documents
                              and issues the Notes only in its capacity as
                              trustee of the Trust and in no other capacity. A
                              liability incurred by the Trustee acting in its
                              capacity as trustee of the Trust arising under or
                              in connection with the Transaction Documents or
                              the Trust or in respect of the Notes is limited to
                              and can be enforced against the Trustee only to
                              the extent to which it can be satisfied out of the
                              Assets of the Trust out of which the Trustee is
                              actually indemnified for the liability. This
                              limitation of the Trustee 's liability applies
                              despite any other provision of the Transaction
                              Documents and extends to all liabilities and
                              obligations of the Trustee in any way connected
                              with any representation, warranty, conduct,
                              omission, agreement or transaction related to the
                              Transaction Documents or the Trust.

                         (b)  The parties other than the Trustee may not sue the
                              Trustee in any capacity other than as trustee of
                              the Trust or seek the appointment of a receiver
                              (except in relation to the Assets of the Trust),
                              liquidator, administrator or similar person to the
                              Trustee or prove in any liquidation,
                              administration or arrangements of or affecting the
                              Trustee (except in relation to the Assets of the
                              Trust).

                         (c)  The provisions of this clause 32.16 do not apply
                              to any obligation or liability of the Trustee to
                              the extent that it is not satisfied because under
                              a Transaction Document or by operation of law
                              there is a reduction in the extent of the
                              Trustee's indemnification out of the Assets of the
                              Trust as a result of the Trustee 's fraud,
                              negligence, or wilful default.

                         (d)  It is acknowledged that the Relevant Parties are
                              responsible under the Transaction Documents for
                              performing a variety of obligations relating to
                              the Trust. No act or omission of the Trustee
                              (including any related failure to satisfy its
                              obligations or breach of representation or
                              warranty under the Transaction Documents) will be
                              considered fraud, negligence or wilful default of
                              the Trustee for the purpose of paragraph (c) of
                              this clause 32.16 to the extent to which the act
                              or omission was caused or contributed to by any

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                              failure by the Relevant Parties (other than a
                              person whose acts or omissions the Trustee is
                              liable for in accordance with the Transaction
                              Documents) to fulfil its obligations relating to
                              the Trust or by any other act or omission of the
                              Relevant Parties (other than a person whose acts
                              or omissions the Trustee is liable for in
                              accordance with the Transaction Documents)
                              regardless of whether or not that act or omission
                              is purported to be done on behalf of the Trustee.

                         (e)  No attorney, agent, receiver or receiver and
                              manager appointed in accordance with a Transaction
                              Document has authority to act on behalf of the
                              Trustee in a way which exposes the Trustee to any
                              personal liability and no act or omission of any
                              such person will be considered fraud, negligence
                              or wilful default of the Trustee for the purpose
                              of paragraph (c) of this clause 32.16, provided
                              (in the case of any person selected and appointed
                              by the Trustee) that the Trustee has exercised
                              reasonable care in the selection of such persons.

                         (f)  In this clause 32.16, RELEVANT PARTY means each of
                              the Trust Manager, the Servicer, the Calculation
                              Agent, each Paying Agent, the Note Trustee and any
                              Support Facility Provider."

               (ii)      (A)  Subject to sub-paragraph (B), the following
                              provisions replace clause 32.18 of the Master
                              Trust Deed.

                              "(a) (INDEMNITY FROM THE TRUST) Without prejudice
                                   to the right of indemnity given by law to
                                   trustees, and without limiting any other
                                   provision of a Transaction Document, the
                                   Trustee will be indemnified out of the Assets
                                   of the Trust, free of any set off or
                                   counterclaim, against all Penalty Payments
                                   which the Trustee is required to pay
                                   personally or in its capacity as trustee of
                                   the Trust and arising in connection with the
                                   performance of its duties or exercise of its
                                   powers under this deed or a Transaction
                                   Document in relation to the Trust.

                              (b)  (PRESERVATION OF RIGHT AND INDEMNITY) The
                                   Trustee's right to be indemnified in
                                   accordance with paragraph (a), applies
                                   notwithstanding any allegation that the
                                   Trustee has incurred such Penalty Payment as
                                   a result of its negligence, fraud or wilful
                                   default or any other act or omission which
                                   may otherwise disentitle the Trustee to be so
                                   indemnified. However, the Trustee is not
                                   entitled to that right of indemnity to the
                                   extent that there is a determination by a
                                   relevant court of negligence, fraud or wilful
                                   default by the Trustee (provided that, until
                                   such determination, the Trustee is entitled
                                   to that right of indemnity or

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                                   reimbursement but must, upon such
                                   determination, repay to the Trust any amount
                                   paid to it under this clause). The Trustee
                                   may in accordance with the Transaction
                                   Documents rely on others in relation to
                                   compliance with the Consumer Credit
                                   Legislation.

                              (c)  (OVERRIDING) This clause 32.18 overrides any
                                   other provision of the Master Trust Deed or
                                   any Series Notice.

                              (d)  (NOMINATED CREDIT PROVIDER) Subject to the
                                   limitation of indemnity in paragraph (e), in
                                   jurisdictions where a provision identical to
                                   s169A of the Consumer Credit (Victoria) Code
                                   1996 is not in operation, for so long as such
                                   a provision is not in operation, the Trustee,
                                   the Trust Manager and the Servicer agree
                                   that:

                                   (A)       the Servicer shall be the
                                             "nominated credit provider" for the
                                             purposes of regulation 75 of any
                                             Consumer Credit Legislation in
                                             relation to the Trust; and

                                   (B)       the Servicer shall not cease to be
                                             the "nominated credit provider"
                                             until such time as:

                                             (1)  the Servicer is removed from
                                                  the office of Servicer; and

                                             (2)  another person (other than the
                                                  Trustee) becomes the
                                                  "nominated credit provider" in
                                                  relation to the Trust.

                              (e)  (INDEMNITY FROM SERVICER) The Servicer
                                   indemnifies the Trustee in relation to the
                                   Trust, free of any set off or counterclaim,
                                   against all Penalty Payments which the
                                   Trustee is required to pay personally or in
                                   its capacity as trustee of the Trust and
                                   arising in connection with the performance of
                                   its duties or exercise of its powers under
                                   this deed in relation to the Trust, except to
                                   the extent that such Penalty Payments arose
                                   as a result of the fraud, negligence or
                                   wilful default of the Trustee.

                              (f)  (ACCEPTABLE INSURANCE POLICY)

                                   (i)       To further and better secure the
                                             obligations of the Servicer under
                                             this clause 32.18, the Servicer
                                             shall effect an Acceptable
                                             Insurance Policy.

                                   (ii)      If the Servicer is obliged to
                                             indemnify the Trustee under this
                                             clause 32.18, the Servicer will
                                             promptly make a claim under the
                                             Acceptable Insurance Policy and do
                                             all things reasonably required to
                                             obtain payment of that claim.

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                                   (iii)     The Servicer shall provide the
                                             Trustee with evidence of the
                                             renewal of the Acceptable Insurance
                                             Policy within seven days of the
                                             date of renewal of the Acceptable
                                             Insurance Policy.

                                   (iv)      Upon the Acceptable Insurance
                                             Policy lapsing or becoming void for
                                             any reason whatsoever, the Servicer
                                             shall immediately:

                                             (A)  notify the Trustee that the
                                                  Acceptable Insurance Policy
                                                  has lapsed or become void; and

                                             (B)  effect alternative
                                                  arrangements acceptable to the
                                                  Trustee and obtain
                                                  confirmation from each
                                                  Designated Rating Agency that
                                                  the rating of the Notes rated
                                                  by it will not be adversely
                                                  affected.

                              (g)  (CALLING UPON INDEMNITY) The Trustee will
                                   call upon the indemnity under paragraph (e)
                                   before it calls on the indemnity in paragraph
                                   (a). If any such claim is not satisfied
                                   within 3 Business Days of the claim being
                                   made, the Trustee may (without prejudice to
                                   its rights under any indemnity under
                                   paragraph (e)) exercise its right of
                                   indemnity referred to in paragraph (a).

                              (h)  (GRANTING INDEMNITY) The Trustee agrees that
                                   it will not grant an indemnity to any other
                                   person within the terms of paragraph (iv) of
                                   the definition of Penalty Payment without the
                                   prior written consent of the Servicer."

                         (B)  The definition of Penalty Payment in clause 32.18
                              of the Master Trust Deed shall apply.

7.3      AMENDMENTS TO INVESTMENT MANAGEMENT AGREEMENT

         The Investment Management Agreement is amended for the purposes of the
         Trust as follows.

         (a)   Interstar Securitisation Management Pty Limited accedes to the
               Investment Management Agreement and each of the Servicer, the
               Trustee and Interstar Securitisation Management Pty Limited
               agree, acknowledge and confirm that:

               (i)       as trust manager of the Interstar Millennium Series
                         2002-1G Trust, Interstar Securitisation Management Pty
                         Limited will be bound by the duties and obligations
                         imposed on the "Trust Manager" (as that term is defined
                         in the Investment Management Agreement) by the
                         Investment Management Agreement in all respects as if
                         it had originally been named as

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                         a party to the Investment Management Agreement as the
                         trust manager;
                         and

               (ii)      as trust manager of the Interstar Millennium Series
                         2002-1G Trust, Interstar Securitisation Management Pty
                         Limited shall be entitled to the benefit of any rights
                         or powers conferred on the "Trust Manager" (as that
                         term is defined in the Investment Management Agreement)
                         under the Investment Management Agreement as if it had
                         originally been named a party to the Investment
                         Management Agreement as the trust manager.

         (b)   CLAUSE 1.3 - LIABILITY OF CHARGOR LIMITED TO ITS RIGHT OF
               INDEMNITY

               Clause 1.3 of the Investment Management Agreement is deleted
               and replaced with the following.

               "(a)      Clause 32 of the Master Trust Deed (as amended by the
                         Notice of Creation of Trust and the Series Notice)
                         applies to the obligations and liabilities of the
                         Trustee and the Trust Manager under this agreement.

               (b)       Without limiting the generality of clause 1.3(a),
                         clause 32.16 of the Master Trust Deed (as amended by
                         the Notice of Creation of Trust and the Series Notice)
                         is incorporated into this agreement as if set out in
                         full, except that any reference to DEED is replaced by
                         a reference to AGREEMENT and any reference to TRUST
                         refers to each Relevant Trust.

               (c)       Nothing in this clause 1.3 limits a party in:

                         (i)       obtaining an injunction or other order to
                                   restrain any breach of this agreement by any
                                   party;

                         (ii)      obtaining declaratory relief; or

                         (iii)     in relation to its rights under the Security
                                   Trust Deed.

               (d)       Except as provided in paragraphs (a) and (b) and
                         subject to paragraph (c), no party shall:

                         (i)       (STATUTORY DEMAND) issue any demand under
                                   s459E(1) of the Corporations Act (or any
                                   analogous provision under any other law)
                                   against the Trustee;

                         (ii)      (WINDING UP) apply for the winding up or
                                   dissolution of the Chargor;

                         (iii)     (EXECUTION) levy or enforce any distress or
                                   other execution to, on, or against any assets
                                   of the Trustee (other than the Trust Assets);

                         (iv)      (COURT APPOINTED RECEIVER) apply for the
                                   appointment by a court or a receiver to any
                                   of the assets of the Trustee (other than the
                                   Trust Assets);

                         (v)       (JUDGMENT) obtain a judgment for the payment
                                   of money or damages by the Trustee;

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                         (v)       (SET-OFF OR COUNTERCLAIM) exercise or seek to
                                   exercise any set-off or counterclaim against
                                   the Trustee (other than in respect of the
                                   Trust Assets); or

                         (vi)      (ADMINISTRATOR) appoint, or agree to the
                                   appointment of, any administrator to the
                                   Trustee,

                          or take proceedings for any of the above and each
                          party waives its rights to make those applications and
                          take those proceedings.

         (c)   CLAUSE 2 - APPOINTMENT OF SERVICER

               In clause 2.3(d) of the Investment Management Agreement, add "or
               Title Insurer in relation to a Title Insurance Policy" after
               "any law firm".

         (d)   CLAUSE 4 - UNDERTAKINGS

               (i)       In clause 4.1(c)(ii) of the Investment Management
                         Agreement, add "or Title Insurer (as the case may be)"
                         after "the Mortgage Insurer".

               (ii)      In clause 4.1(c)(iii) of the Investment Management
                         Agreement, add "or Title Insurer (as the case may be)"
                         after "the Mortgage Insurer".

               (iii)     Add the following clause 4.1(c)(iv) in the Investment
                         Management Agreement: "promptly notify the Title
                         Insurer (if any) of that default in accordance with the
                         provisions of the relevant Title Insurance Policy, if
                         required".

               (iv)      Relabel clause 4.1(d)(i)(B) of the Investment
                         Management Agreement as clause 4.1(d)(i)(C).

               (v)       Add the following clause 4.1(d)(i)(B) in the Investment
                         Management Agreement: "Title Insurance Policies; and".

               (vi)      In clause 4.1(d)(ii) of the Investment Management
                         Agreement, add ", Title Insurance Policy" after
                         "Mortgage Insurance Policy".

               (vii)     In clause 4.1(d)(iii) of the Investment Management
                         Agreement, add ", Title Insurance Policy" after
                         "Mortgage Insurance Policy".

               (viii)    Clause 4.1(f) of the Investment Management Agreement is
                         amended by inserting the words " and provided that the
                         variation, amendment or modification does not result in
                         the downgrade or withdrawal of rating of the Notes".

               (ix)      Replace 4.1(h) of the Investment Management Agreement
                         to read as follows:

                         "set the Investment Rate as 0.25% higher than the
                         percentage rate of return which it determines in its
                         absolute discretion would be required to be set on the
                         Authorised Investments held by the Trustee, in order to
                         ensure that the Trustee has sufficient cash available
                         at all times to enable the Trustee to pay all payments
                         of Interest in respect of the Trust and otherwise
                         comply with all of the Trustee's duties and obligations
                         under the Transactions

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                         Documents as and when they fall due, including payment
                         of any Approved Seller's Fee as and when it falls due".

         (e)   CLAUSE 6 - SERVICER FEES

               In clause 6.2(a) of the Investment Management Agreement, add "or
               Title Insurance Policy" after "Mortgage Insurance Policy".

7.4      ADDITIONAL REPRESENTATIONS AND WARRANTIES - APPROVED SELLER AND TRUSTEE

         Each of the Approved Sellers and the Trustee makes the following
         additional representations and warranties in respect of itself only to
         the Trust Manager, to each Noteholder and to the Security Trustee (who
         holds the benefit of the representations and warranties for the
         Mortgagees (as defined in the Security Trust Deed):

         (a)   it is not in default under this deed or the Investment Management
               Agreement (to which it is a party) in a manner which has or may
               have an Adverse Effect;

         (b)   it has no immunity from the jurisdiction of a court or from legal
               process;

         (c)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) the Approved
               Seller holds sole beneficial ownership as at the relevant Closing
               Date of the Loans referred to in the Sale Notice given by it;

         (d)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) the Approved
               Seller holds such beneficial interest in the Authorised
               Investments (other than the Loans referred to in paragraph (c))
               which form part of the Assets of the Trust as is validly
               transferred to it unless it has disposed of that interest in
               accordance with the provisions of the Transaction Documents;

         (e)   (in relation to the Trustee only) the Trustee has not resettled,
               set aside or transferred any property of the Trust other than in
               accordance with the Transaction Documents;

         (f)   (in relation to the Trustee only) the Trustee has not terminated
               the Trust nor has any event of which it is aware for the vesting
               of the assets of the Trust occurred;

         (g)   (in relation to the Trustee only) the Trustee is not aware that
               an Event of Default as defined in the Security Trust Deed is
               subsisting;

         (h)   (in relation only to any Approved Seller who is the trustee of a
               trust) as at the relevant Closing Date, beneficial title in the
               Authorised Investments referred to in the Sale Notice given by
               it, or otherwise to be transferred by it, will be transferred to
               the Trustee.

         (i)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) the sale,
               transfer and assignment of the Approved Seller's interest in the
               Purchased Loans, will not constitute a breach of any Relevant
               Document or the Approved Seller's obligations or a default by the
               Approved Seller under any Security Interest;

         (j)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) the Approved
               Seller holds in its possession or control all

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               Relevant Documents that relate to the Purchased Loans and the
               related Loan Securities necessary to register and enforce the
               provisions of and the security created by the relevant Loan
               Securities;

         (k)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) the Approved
               Seller is solvent, is able to pay its debts as and when they
               become due and payable and has no notice of, nor taken any steps
               in relation to, any application or order for its winding up or
               the appointment of a receiver or liquidator to it or any of its
               assets;

         (l)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) at the time each
               Purchased Loan and each Related Security was entered into it
               complied in all material respects with the Approved Seller's
               underwriting and operations procedures, as agreed with the
               Servicer;

         (m)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) each Purchased
               Loan and Loan Security and each Related Security was entered into
               by the Approved Seller in good faith;

         (n)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) at the time each
               Purchased Loan and each Loan Security and each Related Security
               was entered into at any time prior to the Closing Date, the
               Approved Seller had not received any notice of any insolvency,
               bankruptcy or liquidation of the Obligor(s) or any guarantors or
               security providers (except that if a Loan is in Arrears but
               complies with the Eligibility Criteria, the fact that it is in
               Arrears is not in and of itself notice of insolvency) or any
               notice that any such person did not have the legal capacity to
               enter into the relevant Mortgage;

         (o)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) as at the
               Cut-Off Date, none of the Purchased Loans and none of the Loan
               Securities and no Related Security had been waived or altered,
               except in writing and as part of the Relevant Documents;

         (p)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) all information
               provided by the Approved Seller to the Trustee in connection with
               the Loans, the Loan Securities and the Related Securities was,
               when given, true and accurate in all material respects and not
               misleading or deceptive and did not omit to state a material fact
               necessary in order to make the statements therein in light of the
               circumstances in which they were made not misleading or
               deceptive; and

         (q)   (in relation to the Approved Sellers only, other than any
               Approved Seller who is the trustee of any trust) as at the
               Cut-Off Date, the Approved Seller was not aware of any
               circumstance or event that may materially and adversely affect:

               (i)       the value or enforceability of any Loan, Loan Security
                         or Related Security; or

               (ii)      the ability of the Approved Seller to perform its
                         obligations under the Transaction Documents.

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7.5      ADDITIONAL REPRESENTATIONS AND WARRANTIES - TRUST MANAGER

         Each of the Servicer and the Trust Manager makes the following
         representations and warranties to the Trustee, to each Noteholder and
         to the Security Trustee (who holds the benefit of the representations
         and warranties for the Mortgagees (as defined in the Security Trust
         Deed):

         (a)   to its knowledge, no litigation, arbitration or administrative
               proceedings are taking place, pending or threatened against it
               which, if adversely determined, has or may have an Adverse
               Effect;

         (b)   it is not in default under any Transaction Document to which it
               is a party in a manner which has or may have an Adverse Effect;

         (c)   to the best of its knowledge and belief the Loans which are
               subject to the provisions of the Consumer Credit Legislation
               comply with the Consumer Credit Legislation; and

         (d)   it is not aware of any act or circumstance that would permit a
               Mortgage Insurer or a Title Insurer to reduce or avoid any claim
               under its Mortgage Insurance Policy or Title Insurance Policy (as
               the case may be).

7.6      ADDITIONAL UNDERTAKINGS - TRUSTEE

         The Trustee undertakes to the Servicer, the Trust Manager, to each
         Noteholder and to the Security Trustee (who holds the benefit of the
         undertakings for the Mortgagees (as defined in the Security Trust Deed)
         that:

         (a)   it will comply with the Luxembourg Stock Exchange listing rules
               to the extent they relate to it;

         (b)   it will treat the Noteholders of the same Class equally and will
               treat Noteholders of different Classes fairly;

         (c)   it will not deal in any way with any person except at arm's
               length in the ordinary course of business for valuable commercial
               consideration;

         (d)   it will not advance money or make available financial
               accommodation to or for the benefit of any person or give a
               guarantee or security interest in connection with an obligation
               or liability of any person except as permitted under the
               Transaction Documents;

         (e)   it will not take any action in respect of a Mortgage which action
               is contrary to the terms of the Mortgage Insurance Policy
               covering that Mortgage unless it is approved by the relevant
               Mortgage Insurer (the Trustee is entitled to rely without enquiry
               on a certificate from the Servicer to the effect that the
               relevant Mortgage Insurer has given its consent);

         (f)   provided that the Trustee has been provided with a copy of the
               form of the relevant Title Insurance Policy and has agreed in
               writing with the Servicer that this paragraph (e) will apply to
               all Title Insurance Policies issued in that agreed form, it will
               not take any action in respect of a Mortgage which action is
               contrary to the terms of any Title Insurance Policy covering that
               Mortgage unless it is approved by

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               the relevant Title Insurer (the Trustee is entitled to rely
               without enquiry on a certificate from the Servicer to the effect
               that the relevant Title Insurer has given its consent);

         (g)   it shall not:

               (i)       amend or vary, or consent to any amendment or variation
                         of,

               (ii)      avoid, release, surrender, terminate, rescind,
                         discharge (other than by performance) or accept the
                         repudiation of, or

               (iii)     expressly or impliedly waive, or extend or grant time
                         or indulgence of, any provision of or obligation under,

               any Transaction Document where to do so would have an Adverse
               Effect (the Trustee is entitled to rely without enquiry on a
               certificate from the Trust Manager to the effect that any such
               action will not have an Adverse Effect);

         (h)   it shall not amend or vary the form which will be used for any
               Mortgage which it acquires or settles in any manner which would
               have an Adverse Effect (the Trustee is entitled to rely without
               enquiry on a certificate from the Servicer to the effect that any
               amendment or variation of the form used for any Mortgage will not
               have an Adverse Effect);

         (i)   it will not resettle, set aside or transfer any asset held under
               the Trust other than a transfer which complies with the
               Transaction Documents (the Trustee is entitled to rely without
               enquiry on a certificate from the Trust Manager to the effect
               that any such transfer complies with this deed);

         (j)   except as contemplated by clause 23 of the Master Trust Deed, the
               Trustee will not do anything which would cause or enable its
               removal, nor will it retire, as trustee of the Trust; and

         (k)   the Trustee will not permit any person to act or be appointed as
               trustee of the Trust jointly with the Trustee.

7.7      ADDITIONAL UNDERTAKINGS - TRUST MANAGER AND SERVICER

         Each of the Trust Manager and the Servicer undertakes to the Trustee,
         to each Noteholder and to the Security Trustee (who holds the benefit
         of the undertakings for the Mortgagees (as defined in the Security
         Trust Deed) to:

         (a)   comply with the Luxembourg Stock Exchange listing rules and,
               where it has the power to do so, to give the Trustee such
               directions as are necessary to ensure that the Trustee complies
               with the Luxembourg Stock Exchange listing rules;

         (b)   upon being so directed by the Trustee, rectify any books of
               account which the Trustee reasonably believes to be incorrect or
               inadequate in any respect;

         (c)   ensure that the Authorised Investments yield an amount (expressed
               as a percentage per annum) equal to or greater than the then
               current Investment Rate;

         (d)   deliver to the Trustee all documents necessary to enable the
               Trustee to have each and every Authorised Investment registered
               in the name of the Trustee or in the name of such other person or
               persons as approved by the Trustee;

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         (e)   not deal in any way with any person except at arm's length in the
               ordinary course of business for valuable commercial
               consideration;

         (f)   not advance money or make available financial accommodation to or
               for the benefit of any person or give a guarantee or Security
               Interest in connection with an obligation or liability of any
               person except as permitted under the Transaction Documents;

         (g)   not cease or materially change its business,

         (h)   not take any action in respect of a Loan which action is contrary
               to the terms of the Mortgage Insurance Policy covering that Loan
               unless it is approved by the relevant Mortgage Insurer;

         (i)   not take any action in respect of a Loan which action is contrary
               to the terms of any Title Insurance Policy covering that Loan
               unless it is approved by the relevant Title Insurer;

         (j)   not:

               (i)       amend or vary, or consent to any amendment or variation
                         of,

               (ii)      avoid, release, surrender, terminate, rescind,
                         discharge (other than by performance) or accept the
                         repudiation of, or

               (iii)     expressly or impliedly waive, or extend or grant time
                         or indulgence of, any provision of or obligation under,

               any Transaction Document, where to do so would have an Adverse
               Effect;

         (k)   take such steps as are reasonably available to it to ensure that
               a Mortgage Insurer is not relieved from its liability under its
               Mortgage Insurance Policy;

         (l)   take such steps as are reasonably available to it to ensure that
               a Title Insurer is not relieved from its liability under any of
               its Title Insurance Policies;

         (m)   where it is required to make any calculation, give any notice or
               do any thing in order to enable the Trustee to perform its
               obligations under any Transaction Document - make that
               calculation, give that notice or do that thing;

         (n)   co-operate with the Trustee in respect of the establishment and
               maintenance by the Trustee of a compliance system relating to the
               Assets of the Trust and any Mortgage made by it which is
               reasonable in scope having regard to industry standards and
               criteria for the purposes of establishing a system for ensuring
               that the Trustee's obligations and liabilities under or in
               connection with the Assets of the Trust and those Mortgages are
               fully discharged and that the Trustee is informed of significant
               issues relating to any of them;

         (o)   take such actions as are necessary to enforce or enable the
               Trustee to enforce the rights of the Trustee under any
               Transaction Document;

         (p)   ensure that:

               (i)       the aggregate amount of all Gold Commitments at any
                         time does not comprise more than 20% of the value of
                         the Assets of the Trust; and

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               (ii)      the aggregate of the amounts outstanding under the
                         following Loans (as referred to in schedule 2):

                         (1)  Interstar "Fix'n Float" Access Account Loans; and

                         (2)  Interstar "IO Fixed" Access Account Loans,

               which form part of the Assets of the Trust does not comprise more
               than 25% of the value of the Assets of the Trust;

               (iii)     subject to any other provisions, there will be no
                         restriction on the percentage of the Assets of the
                         Trust which may comprise:

                         (A)  Interstar "Premium" Access Account Loans; and

                         (B)  Interstar "IO Float" Access Account Loans,

               as referred to in schedule 2;

               (iv)      during any period when a fixed lower or acceptable rate
                         of interest (as opposed to the higher or default rate
                         of interest) is applicable under any Interstar "Fix'n
                         Float" Access Account Loan or any Interstar "IO Fixed"
                         Access Account Loan (as referred to in schedule 2) such
                         rate of interest will not be less than the aggregate
                         of:

                         (A)  the weighted average Interest Rate of all Class B
                              Notes then issued;

                         (B)  the Expenses Margin; and

                         (C)  0.25%;

               (q)       procure payment of any stamp duty payable in respect of
                         transfers to the Trustee of Authorised Investments by
                         Perpetual Trustees Victoria Limited as trustee of any
                         trust (other than a Trust as defined in the Master
                         Trust Deed); and

               (r)       in the event that it becomes aware of the Trustee
                         failing to pay any Interest in relation to Class B
                         Notes within 10 Business Days of the Payment Date on
                         which the Interest was due to be paid, promptly notify
                         each Designated Rating Agency.

7.8      ADDITIONAL REPRESENTATIONS AND WARRANTIES (LOANS) - SERVICER

         The Servicer makes the following representations and warranties to the
         Trust Manager, the Trustee, to each Noteholder and to the Security
         Trustee (who holds the benefit of the representations and warranties
         for the Mortgagees (as defined in the Security Trust Deed) in relation
         to a Sale Notice containing an offer in relation to which the Trust
         Manager has directed the Trustee to accept and the Loans, Loan Rights
         and Related Securities referred to in that Sale Notice (or the Loans
         originated in accordance with clause 9(b)(ii) or otherwise transferred
         to the Trustee by Perpetual Trustees Victoria Limited as trustee of a
         trust in accordance with the Master Trust Deed).

         (a)   (ELIGIBLE LOAN) As at the Cut-Off Date, each Loan which is
               specified in that Sale Notice (or so originated or transferred)
               is an Eligible Loan. In relation to any related Loan Security
               that is required to be registered with any Government Agency and
               which is not registered at the Cut-Off Date, it will be
               registered.

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         (b)   (LOAN SECURITIES) It has not done, or omitted to do, anything
               which would prevent each Loan, Loan Security and Related Security
               which is specified in that Sale Notice (or so originated or
               transferred) from being valid, binding and enforceable against
               the relevant Obligor(s) in all material respects except to the
               extent that it is affected by laws relating to creditors rights
               generally, or doctrines of equity.

         (c)   (OWNERSHIP) In relation to each Loan Security which is specified
               in that Sale Notice (or the relevant Trust Manager's direction or
               transfer procedure), it has not done, or omitted to do anything
               which would prevent the relevant Obligor from being the sole
               legal owner of the relevant Mortgaged Property and registered as
               the sole proprietor of the relevant Mortgaged Property.

         (d)   (INSURANCE) As at the relevant Closing Date (or the date
               specified in the relevant Trust Manager's direction), each Loan
               which is specified in the Sale Notice (or the relevant Trust
               Manager's direction or transfer procedure) is the subject of a
               valid, binding and enforceable Mortgage Insurance Policy from a
               Mortgage Insurer for the scheduled term of that Loan. In the case
               of the assignment of Loans, the assignment of each such Loan to
               the Trustee is not contrary to the relevant Mortgage Insurance
               Policy. The Servicer has not done or omitted to do anything which
               might prejudicially affect or limit the rights of the Trustee
               under or in respect of a Mortgage Insurance Policy to the extent
               that those rights relate to that Loan or the related Loan
               Security. On transfer to the Trustee of beneficial title to a
               Purchased Loan (or on origination of a Loan), the Trustee will
               have the benefit of the relevant Mortgage Insurance Policy for
               that Loan.

         (e)   (SOLVENCY OF MORTGAGE INSURERS AND TITLE INSURERS) The officers
               of the Servicer who have responsibility for the transactions
               contemplated by the Transaction Documents do not have actual
               notice that any Mortgage Insurer under any Mortgage Insurance
               Policy or any Title Insurer under any Title Insurance Policy in
               relation to a Loan is insolvent or will be unable to pay a valid
               claim.

         (f)   (SELECTION PROCESS) There is no fraud, dishonesty, material
               misrepresentation or negligence on the part of the Servicer in
               connection with the selection and offer to the Trustee of any
               Loans or related Loan Securities which are specified in that Sale
               Notice (or the relevant Trust Manager's direction or the transfer
               procedure).

         (g)   (NO RESCISSION, ETC) As at the Cut-Off Date, none of the Loans or
               Loan Securities which are specified in that Sale Notice (or the
               relevant Trust Manager's direction or the transfer procedure)
               were satisfied, cancelled, discharged or rescinded and the
               Mortgaged Property relating to each relevant Loan and Loan
               Security had not been released from the security of the relevant
               Loan Securities.

         (h)   (INTEREST RATE) Except as may be provided in a Loan Agreement or
               Loan Security which is specified in the Sale Notice (or the
               relevant Trust Manager's direction or the transfer procedure),
               and subject to applicable laws, the Servicer has not done, or
               omitted to do anything which would render the interest rate for
               each such Loan subject to any limitation, or to any consent,
               additional memoranda or other writing required from the relevant
               Obligor to give effect to a change in that rate and any

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               change in that rate will be effective on notice being given to
               that Obligor in accordance with the terms of the relevant Loan or
               Loan Security.

         (i)   (ASSIGNABILITY) In the case of the assignment of Loans, all
               consents required in relation to the assignment of the Loans and
               the related Loan Rights specified in that Sale Notice (or the
               relevant Trust Manager's direction or the transfer procedure)
               have been obtained. Those Loans and Loan Rights are assignable.

         (j)   (ORDINARY COURSE OF BUSINESS) Between the relevant Cut-Off Date
               and the relevant Closing Date (or the date specified in the
               relevant Trust Manager's direction), the Servicer dealt with the
               Loans and the Loan Securities specified in the Sale Notice (or
               the relevant Trust Manager's direction or the transfer procedure)
               in the ordinary course of its business.

7.9      REPETITION OF REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

         The representations, warranties and undertakings set out in clauses
         7.4, 7.5, 7.6, 7.7 and 7.8 will be deemed to be repeated on each date
         upon which Notes are issued.

8.       TRANSFERS TO OTHER TRUST
--------------------------------------------------------------------------------

         The Trust Manager may, from time to time, direct the Trustee to
         transfer a Loan held by the Trustee to any Other Trust. That transfer:

         (a)   must be in accordance with clause 7 of the Master Trust Deed and
               the Series Notice for that Other Trust (as the case may be);

         (b)   must be for a consideration equal to the Unpaid Balance of that
               Loan;

         (c)   must not involve the transfer of a Loan which is in Arrears; and

         (d)   may only be made if there are funds available to that Other Trust
               to enable that Other Trust to pay the necessary consideration for
               the transfer.

         The Trustee must comply with that direction.

9.       PREFUNDING
--------------------------------------------------------------------------------

         (a)   If on a Note Issue Date, the Purchase Price for the Purchased
               Loans is less than the amount received in Australian dollars by
               the Trustee from the proceeds of the issue of the Notes, the
               Trustee shall (at the direction of the Trust Manager) retain the
               difference between the two amounts to the extent it is not
               invested in Liquid Authorised Investments in accordance with this
               Series Notice (the PREFUNDING AMOUNT) in the Prefunding Account.
               The Prefunding Amount must not, at any time, exceed the A$
               Equivalent of [US$250,000,000].

         (b)   The Trustee must, at the direction of the Trust Manager (at the
               Trust Manager's option), apply any or all of the Prefunding
               Amount to:

               (i)       acquire Loans:

                         (A)  from an Approved Seller by the Approved Seller
                              delivering to the Trustee (on or before the
                              Prefunding End Date) a Sale Notice in

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                              relation to those Loans in accordance with clause
                              8 of the Master Trust Deed (as amended by this
                              Series Notice); or

                         (B)  from Perpetual Trustees Victoria Limited as
                              trustee of a trust (on or before the Prefunding
                              End Date) in accordance with the Master Trust
                              Deed; or

               (ii)      originate Loans in accordance with the procedures in
                         the ordinary course of the Servicer's business (before
                         the Prefunding End Date),

               provided that each Loan so acquired or originated:

               (iii)     complies with the Eligibility Criteria; and

               (iv)      would not result in the downgrade or withdrawal of
                         rating of any Note by a Designated Rating Agency.

         (c)   On the Prefunding End Date, the balance of the Prefunding Amount
               that has not been applied under paragraph (b) shall be applied as
               Mortgage Principal Repayments in accordance with clause 6.6 of
               this Series Notice.

         (d)   The Trustee shall maintain the Prefunding Account as an interest
               bearing account in accordance with the Transaction Documents
               (including clause 26 of the Master Trust Deed). The Trust Manager
               shall not direct the Trustee to, and the Trustee shall not make
               any withdrawal from, the Prefunding Account except for the
               following purposes:

               (i)       to apply the Prefunding Account in accordance with
                         paragraphs (b) and (c) above;

               (ii)      to transfer the credit balance of the Prefunding
                         Account in accordance with clause 26.1(d) of the Master
                         Trust Deed; and

               (iii)     to pay Taxes payable in respect of the Prefunding
                         Account.

10.      BENEFICIARY
--------------------------------------------------------------------------------

10.1     ISSUE OF UNITS

         (a)   The beneficial interest in the Trust will be constituted by the
               issue of:

               (i)       a single residual capital unit (the RESIDUAL CAPITAL
                         UNIT); and

               (ii)      such numbers of residual income units (each, a RESIDUAL
                         INCOME UNIT) as the Trustee may issue from time to time
                         in accordance with this clause 10.1 and clause 10.3.

               The holders of the Residual Capital Unit and the Residual Income
               Units (each, a UNIT) hold the beneficial interest in the Trust in
               accordance with the Master Trust Deed and this Series Notice.

         (b)   The Trustee must, on payment by the relevant Beneficiary of the
               issue price of the Unit specified below, issue a Unit by
               registering that Beneficiary's name in the register kept under
               this clause 10. A failure by the Trustee to issue a Unit does not

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               affect the Beneficiary's rights as beneficiary of the Trust under
               the Master Trust Deed and this Series Notice.

10.2     RESIDUAL CAPITAL UNIT

         (a)   The holder of the Residual Capital Unit is Interstar Securities
               (Australia) Pty Limited.

         (b)   The issue price of the Residual Capital Unit is the amount of
               $10, paid by Interstar Securities (Australia) Pty Limited under
               the Notice of Creation of Trust on establishment of the Trust.

         (c)   The beneficial interest held by the holder of the Residual
               Capital Unit is limited to the Trust and each Asset of the Trust
               (other than any Asset of the Trust held on trust for the holders
               of Residual Income Units under clause 10.3) subject to and in
               accordance with the Master Trust Deed and this Series Notice.

         (d)   The holder of the Residual Capital Unit has the right to receive
               on the termination of the Trust the entire beneficial interest of
               the Trust subject to rights of holders of Residual Income Units.
               The Residual Capital Unit may not be redeemed at any other time
               or in any other way.

         (e)   The Residual Capital Unit is not transferable.

10.3     RESIDUAL INCOME UNIT

         (a)   A person may, with the consent of the Trust Manager and (where
               there is at that time any existing holder of a Residual Income
               Unit) that holder (each of whose consent may be given or withheld
               in their absolute discretion), become the holder of a Residual
               Income Unit by paying the subscription price for the Residual
               Income Unit.

         (b)   The issue price of a Residual Income Unit will be the amount
               agreed between the Trust Manager and the person applying for the
               Residual Income Unit.

         (c)   The beneficial interest held by the holder of the Residual Income
               Unit is limited to that holder's Income Percentage of the amounts
               (if any) standing to the credit of the Collection Account which
               represents Distributable Income under clause 29 of the Master
               Trust Deed.

         (d)   The holder of the Residual Income Unit has the right to receive
               distributions in respect of the Trust under the Master Trust Deed
               and this Series Notice only to the extent that Distributable
               Income is available for distribution under the Master Trust Deed
               and this Series Notice.

         (e)   Each Residual Income Unit is transferable in accordance with
               clause 10.5.

10.4     REGISTER

         (a)   The entitlement of any person to a Unit will be evidenced by
               registration in the register maintained under this clause 10.4
               (for the purposes of this clause 10 and the definition of INCOME
               PERCENTAGE only, the REGISTER).

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         (b)   The Trustee will keep the Register at its registered office in a
               form that it considers appropriate and will enter the following
               particulars.

               (i)       The name and address of the holder of each Unit.

               (ii)      The date on which the name of the holder of each Unit
                         is entered in the Register.

               (iii)     The date on which the holder of a Unit ceases to be
                         registered as the holder of that Unit.

               (iv)      The subscription moneys initially paid for each Unit,
                         and the aggregate subscription moneys of all Units from
                         time to time.

               (v)       Any other details which the Trustee may consider
                         necessary or desirable.

         (c)   The holder of a Unit shall promptly notify the Trustee of any
               change of name or address and the Trustee will alter the Register
               accordingly.

         (d)   Without limiting clause 10.1, the interest of any holder in a
               Unit will be constituted by registration in the register.

10.5     TRANSFER OF UNITS

         (a)   (i)       Subject to clause 10.2(c), the holder of a Unit may
                         transfer the Unit by instrument in writing in any form
                         approved by the Trustee. No fee will be charged on the
                         transfer of a Unit.

               (ii)      An instrument of transfer shall be executed by or on
                         behalf both of the transferor and the transferee.

               (iii)     A transferor of a Unit remains the holder of the Unit
                         transferred until the transfer is registered and the
                         name of the transferee is entered in the register in
                         respect of the Unit.

         (b)   The instrument of transfer of a Unit must be left for
               registration at the address where the Register is kept on which
               the Unit to which the transfer relates are registered. It must be
               left together with any information that the Trustee properly
               requires to show the right of the transferor to make the
               transfer.

         (c)   The Trustee must notify each Designated Rating Agency and the
               Trust Manager of any transfer of units under this clause 10.5.

10.6     LIMIT ON RIGHTS

         Each Beneficiary is subject to, and bound by, the provisions of the
         Master Trust Deed (including clause 9.1 and 11.1).

11.      NOTE TRUSTEE
--------------------------------------------------------------------------------

11.1     CAPACITY

         The Note Trustee is a party to this Series Notice in its capacity as
         trustee for the Class A2 Noteholders from time to time under the Note
         Trust Deed.

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11.2     EXERCISE OF RIGHTS

         (a)   The rights, remedies and discretions of the Class A2 Noteholders
               under the Transaction Documents including all rights to vote or
               give instructions to the Security Trustee and to enforce
               undertakings or warranties under the Transaction Documents,
               except as otherwise provided in the Note Trust Deed or the
               Security Trust Deed, may only be exercised by the Note Trustee on
               behalf of the Class A2 Noteholders in accordance with the Note
               Trust Deed and the Security Trust Deed.

         (b)   The Class A2 Noteholders, except as otherwise provided in the
               Note Trust Deed or the Security Trust Deed, may only exercise
               enforcement rights in respect of the Mortgaged Property in
               accordance with the Transaction Documents.

11.3     REPRESENTATION AND WARRANTY

         The Note Trustee represents and warrants to each other party to this
         Series Notice that it has the power under the Note Trust Deed to enter
         into the Transaction Documents to which it is a party and to exercise
         the rights, remedies and discretions of, and to vote on behalf of, the
         Class A2 Noteholders.

11.4     PAYMENTS

         Any payment to be made to the Class A2 Noteholders under the
         Transaction Documents may be made to the Principal Paying Agent or the
         Note Trustee (as the case may be) in accordance with the Agency
         Agreement and the Note Trust Deed.

12.      TAX REFORM
--------------------------------------------------------------------------------

12.1     TAXATION OF TRUSTS AND CONSOLIDATED GROUPS

         The parties acknowledge that:

         (a)   the Commonwealth Government has withdrawn draft legislation under
               which non-fixed trusts would have been taxed as companies from 1
               July 2001 but has indicated its intention to take steps to avoid
               tax abusive use of trusts which may include taxing some trusts as
               companies;

         (b)   on 16 May 2002, the New Business Tax System (Consolidation) Bill
               (No. 1) 2002 (THE BILL) was introduced into the Federal
               Parliament. Under the Bill, if the Trust becomes a member of a
               consolidated group of companies and trusts for tax purposes (A
               CONSOLIDATED TAX GROUP), the Trustee could be liable for a share
               of a tax-related liability of the head company of that
               consolidated tax group (a GROUP TAX LIABILITY) if:

               (i)       the head company of the consolidated tax group does not
                         pay that group tax liability by the time it becomes due
                         and payable; and

               (ii)      that group tax liability is not covered by a tax
                         sharing agreement (which the Trustee is not a party to)
                         which is consistent with regulations made, or
                         guidelines published by the Commissioner of Taxation,
                         concerning the

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                         allocation of group tax liabilities of a consolidated
                         tax group amongst certain members of that group or
                         which is otherwise accepted by the Commissioner of
                         Taxation as allocating the group tax liabilities of the
                         consolidated tax group amongst those members on a
                         reasonable basis (A VALID TAX SHARING AGREEMENT); and

         (c)   it is in the interest of all parties, including the Trustee, the
               Noteholders and the Beneficiary, that:

               (i)       the Trustee always be in a position to pay any tax
                         liability when due;

               (ii)      the payment of tax by the Trustee must not affect the
                         amount of principal or interest payable on the Notes or
                          the timing of such payments; and

               (iii)     the rating of the Notes be maintained.

12.2     AMENDING BILL - TAXATION OF TRUSTS

         If and when an amending Bill is introduced into the Federal Parliament
         (the AMENDING BILL), and the result of that amending Bill if it becomes
         law will be that the Trustee will become liable to pay tax on the net
         income of the Trust (as described in clause 12.1(a)),then:

         (a)   the Trust Manager shall promptly consult with the Trustee and
               each Designated Rating Agency to determine what changes, if any,
               are necessary to the cashflow methodology in clause 6 to achieve
               the objective referred to in clause 12.1(c) (the OBJECTIVE); and

         (b)   within one month of the amending Bill being introduced into the
               Federal Parliament (or such longer time as the Trustee and each
               Designated Rating Agency permit) the Trust Manager shall provide
               a written recommendation to the Trustee and use its best
               endeavours to provide a draft deed amending this Series Notice
               that, if executed, will achieve the Objective.

         If and when the amending Bill becomes law and upon the Trustee being
         notified that the draft deed amending this Series Notice will achieve
         the Objective (and in this regard the Trustee may rely (amongst others)
         upon advice of tax lawyers) and each of the other parties to this
         Series Notice being reasonably satisfied that it will not be adversely
         affected by the proposed amendments to this Series Notice, each party
         to this Series Notice shall execute that amendment deed.

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         If the Trust Manager and the Trustee cannot agree to amend the Series
         Notice, they will proceed with unwinding the transaction.

12.3     GROUP TAX LIABILITIES

         If the Trust becomes a member of a consolidated tax group and the head
         company of that consolidated tax group does not at that time, or at any
         subsequent time, provide evidence to the satisfaction of the Trustee
         (which may rely upon the advice of tax lawyers, amongst others) that
         the tax liabilities of the consolidated group are covered by a valid
         tax sharing agreement, then:

         (a)   the Trustee shall, as soon as is practicable, take steps to
               ensure that the Trust ceases to be a member of that consolidated
               group, which may include issuing additional Residual Income Units
               in the Trust in accordance with clause 10.3 to an entity which is
               not a member of the consolidated tax group;

         (b)   the Trust Manager shall promptly consult with the Trustee and
               each Designated Rating Agency to determine what changes, if any,
               are necessary to the cashflow methodology in clause 6 to achieve
               the Objective; and

         (c)   within one month of such consultations commencing, (or such
               longer time as the Trustee and each Designated Rating Agency may
               permit) the Trust Manager shall provide a written recommendation
               to the Trustee and use its best endeavours to provide a draft
               deed amending this Series Notice that, if executed, will achieve
               the Objective.

         Upon the Trustee being notified that the draft deed amending this
         Series Notice will achieve the Objective (and in this regard the
         Trustee may rely upon advice of tax lawyers, amongst others) and each
         of the other parties to this Series Notice being reasonably satisfied
         that it will not be adversely affected by the proposed amendments to
         this Series Notice, each party to this Series Notice shall execute that
         amendment deed.

         If the Trust Manager and the Trustee cannot agree to amend this Series
         Notice, or that amendments to this Series Notice are not necessary,
         they will proceed with unwinding the transaction.

12.4     EVIDENCE OF TAX SHARING AGREEMENT

         The Trust Manager shall procure that the head company of a consolidated
         tax group of which the Trust becomes a member will:

         (a)   ensure that the group tax liabilities of that consolidated tax
               group are covered by a valid tax sharing agreement; and

         (b)   provide evidence of such a tax sharing agreement being in place
               for the purposes of clause 12.3:

               (i)       at the time the Trust becomes a member of the
                         consolidated tax group; and

               (ii)      on each occasion that there is any alteration,
                         amendment or replacement of a tax sharing agreement
                         covering the tax liabilities of the consolidated tax
                         group.

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12.5     OBJECTIVE

         Provided that the Trustee and each Designated Rating Agency receive
         written advice from an experienced and reputable tax lawyer or tax
         accountant to the effect that if the cashflow methodology, as amended
         under clause 12.2 or 12.3, is followed the Objective will be met, and
         each Designated Rating Agency confirms in writing that the change in
         Tax law or the amendment under clauses 12.2 or 12.3 (as the case may
         be) will not give rise to the downgrade or withdrawal of the rating of
         any Note rated by it:

         (a)   the Trustee shall not be obliged to obtain the consent of any
               Noteholder, Creditor or Beneficiary to the amendment; and

         (b)   subject to its terms, the amendment shall be effective when
               executed, and may:

               (i)       permit the Trustee to accumulate a reserve out of
                         moneys that would otherwise be payable to the
                         Beneficiary; and/or

               (ii)      provide for Tax to be paid out of moneys that would
                         otherwise have been payable to the Beneficiary.

12.6     BENEFICIARY

         Without limiting clause 12.5, in formulating a proposal to meet the
         Objective, the Trust Manager shall have regard to the impact of any
         change to the cashflow methodology to the Beneficiary, and shall
         consider proposals made by the Beneficiary that will enable the Trustee
         to meet the Objective.

13.      ATTORNEYS
--------------------------------------------------------------------------------

         Each attorney executing this deed states that he or she has no notice
         of revocation or suspension of his or her power of attorney.

14.      GOVERNING LAW
--------------------------------------------------------------------------------

         This Series Notice is governed by the laws of New South Wales. Each
         party submits to the non-exclusive jurisdiction of courts exercising
         jurisdiction there.


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15.      ANCILLIARY FACILITIES

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

15.1     ANCILLARY FACILITIES

         (a)   Notwithstanding any other provision of the Transaction Documents
               in relation to the Trust (including the Master Trust Deed, the
               Security Trust Deed and the Servicing Agreement), the Trust
               Manager, the Servicer and the Trustee may:

               (i)       enter into and perform;

               (ii)      carry out any transaction contemplated by; and

               (iii)     pay any amount payable or incurred under,

               any Ancillary Facility Document.

         (b)   Without limiting the generality of paragraph (a):

               (i)       the Trustee may mix, join or co-mingle all or any part
                         of the Assets of the Trust with any other assets,
                         investments or other property held or owned by the
                         Trustee (in its capacity as trustee or custodian of any
                         other trust or custodial program) in:

                         (A)  entering into and performing;

                         (B)  carrying out any transaction contemplated by; and

                         (C)  paying any amount payable or incurred under,

                          any Ancillary Facility Document provided that, except
                          in the case of the powers in paragraphs (vii) and
                          (viii), Moody's has first confirmed in writing that
                          nothing in this paragraph (i) will adversely affect
                          Moody's rating of any Notes;

               (ii)      the Trustee has the power to pay or to contribute
                         towards payment of any amount payable or liability
                         incurred by the Trustee arising out of, or in
                         connection with, any Ancillary Facility even though the
                         amount payable or liability incurred:

                         (A)  does not relate specifically to the Trust; and/or

                         (B)  relates to a number of trusts or custodial
                              arrangements which includes the Trust,

                          provided that, except in the case of the powers in
                          paragraphs (vii) and (viii), Moody's has first
                          confirmed in writing that nothing in this paragraph
                          (ii) will adversely affect Moody's rating of any
                          Notes;

               (iii)     the Trustee has the power to pay any fees, charges,
                         commissions, disbursements or any other outgoings to
                         any person arising out of, or in connection with, the
                         Authorised Investments or any Ancillary Facility;

               (iv)      an Obligor under a Purchased Loan shall be entitled to
                         make any repayment under the relevant Loan Agreement or
                         Mortgage (including any Additional Repayment) utilising
                         any payment method as approved by the

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                         Trust Manager from time to time including any payment
                         by way of cheque, paperless direct credit entry or the
                         payment method known as "BPAY";

               (v)       the Trust Manager, the Servicer and the Trustee may
                         give any indemnity in respect of any debt or other
                         obligation owing to any person arising out of, or in
                         connection with, the Authorised Investments or any
                         Ancillary Facility, including the power to make any
                         payment pursuant to any such obligation, in accordance
                         with the Ancillary Facility Documents; and

               (vi)      the Security Trustee confirms that the entry into and
                         performance of any Ancillary Facility Document, the
                         carrying out of any transaction contemplated by any
                         Ancillary Facility Document, and the payment of any
                         amount payable or incurred under any Ancillary Facility
                         Document, by the Trust Manager, the Servicer or the
                         Trustee does not constitute any Event of Default under
                         the Security Trust Deed,

               and the Trustee has power:

               (vii)     to deposit moneys into a joint account in which the
                         money of Other Trusts are or may be deposited; and

               (viii)    permit the drawing by a Borrower of any moneys from
                         that joint account, notwithstanding that the Borrower
                         is a Borrower in respect of one trust only, and the
                         moneys are commingled with moneys of Other Trusts.

         (c)   The Trustee and the Trust Manager agree that the Ancillary
               Facility Documents will apply in respect of the Trust.

15.2     RECORD KEEPING OBLIGATIONS OF TRUST MANAGER

         In addition to and without limiting any obligations under any Finance
         Document, the Trust Manager:

         (a)   must keep proper records and accounts in relation to funds in any
               Drawings Account, drawings by the relevant Borrower or Mortgagor
               (as defined in the Ancillary Facility Documents) made using any
               of the facilities or functionality provided by NAB under the
               Ancillary Facility Documents and fees charged to any Drawings
               Account, and shall make those records and accounts available to
               any party on request; and

         (b)   undertakes for the benefit of the Trustee to:

               (i)       comply with all its obligations under the Ancillary
                         Facility Documents and undertakes to use its best
                         endeavours to ensure that each of the matters referred
                         to in clauses 4.20 and 5.8 of the Ancillary Facility
                         Document which is the Cheque Deposit and Direct
                         Paperless Entry Facilities Agreement is complied with
                         irrespective of whether it has an obligation to NAB to
                         do so; and

               (ii)      ensure that no Facilities Cheque or Direct Paperless
                         Entry (as defined in the Ancillary Facility Documents)
                         which it instructs or allows NAB to accept, honour or
                         pay will:

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                         (A)  result in a Borrower or Mortgagor (as defined in
                              the Ancillary Facility Documents) redrawing more
                              than can properly be redrawn in accordance with
                              the terms of that Borrowers' or Mortgagor's Loan
                              Agreement; or

                         (B)  result in a debit to the Drawings Account in an
                              amount which, taking into account all other
                              transactions on the Drawings Account, exceeds the
                              amount in the Drawings Account which is referrable
                              to the Trust which holds the Loan under which the
                              Facilities Cheque or Direct Paperless Entry was
                              drawn or authorised.

         (c)   In this clause 15.2, DRAWINGS ACCOUNT means:

               (i)       any account referred to in the Ancillary Facility
                         Documents as a Trust Drawings Account or a Nominated
                         Account; or

               (ii)      any other account which the parties agree is to be a
                         Drawings Account.










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SCHEDULE 1

         An Eligible Loan means a Loan which, as at the Cut-Off Date for that
         Loan has the following characteristics:

         (a)   is denominated and payable only in Australian dollars in
               Australia;

         (b)   the interest rate applicable to the Loan must be either:

               (i)       a variable rate based upon any determinant as may be
                         considered appropriate by the Servicer in its absolute
                         discretion;

               (ii)      a fixed rate provided that a Loan shall only
                         incorporate a fixed rate of interest where:

                         (A)  the fixed rate does not apply for a continuous
                              period exceeding five years from:

                              (1)  the settlement date of the Loan where the
                                   Loan bears a fixed rate of interest from the
                                   date it is settled; or

                              (2)  the date on which the Loan starts to bear a
                                   fixed rate of interest, where that Loan
                                   either:

                                   (a)  bears a floating rate of interest and is
                                        converting to a fixed rate of interest;
                                        or

                                   (b)  bears a fixed rate of interest which is
                                        scheduled to convert to a floating rate
                                        of interest but (with the approval of
                                        the relevant Mortgage Insurer) the
                                        relevant Obligor has elected to pay a
                                        new fixed rate of interest; and

                         (B)  the fixed rate cash flows are swapped to a
                              floating rate pursuant to an Interest Rate Swap
                              and the floating rate payable by the Swap Provider
                              is set on the same dates as the Interest Rate is
                              set on Notes; or

               (iii)     a combination of a variable rate (as described in
                         sub-paragraph (b)(i)) as to part of the Loan Amount and
                         a fixed rate (as described in sub-paragraph (b)(ii)) as
                         to the balance of the Loan Amount;

         (c)   is secured by a Mortgage that constitutes a first ranking
               mortgage over freehold land or Crown leasehold land in Australia
               which is or will be registered under Real Property Legislation
               and satisfies the following criteria:

               (i)       the amount secured or to be secured by the Mortgage
                         must not exceed $1,500,000;

               (ii)      in respect of a Mortgage:

                         (A)  to secure a Loan for a principal amount:



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                              (1)  not exceeding $300,000 - the Loan to Value
                                   Ratio in respect of that Loan must not exceed
                                   95%; and

                              (2)  exceeding $300,000 but not exceeding $500,000
                                   - the Loan to Value Ratio in respect of that
                                   Loan must not exceed 90%;

                         (B)  to secure a Loan exceeding $500,000 but not
                              exceeding $1,000,000 - the Subject Property must
                              constitute a single property within the
                              metropolitan areas of Sydney, Melbourne, Brisbane,
                              Adelaide or Perth and the Loan to Value Ratio in
                              respect of that Loan must not exceed 80%;

                         (C)  to secure a Loan exceeding $1,000,000 but not
                              exceeding $1,250,000 - the Subject Property must
                              constitute a single property within the
                              metropolitan areas of Melbourne or Sydney and the
                              Loan to Value Ratio in respect of that Loan must
                              not exceed 75%; and

                         (D)  to secure a Loan exceeding $1,250,000 - the
                              Subject Property must constitute a single property
                              within the metropolitan areas of Melbourne or
                              Sydney and the Loan to Value Ratio in respect of
                              that Loan must not exceed 65%.

               (iii)     the Subject Property has a completed residential
                         dwelling erected thereon;

               (iv)      the improvements on the Subject Property are insured
                         against such risks (including fire and general
                         insurance) as the Servicer deems in its absolute
                         discretion should be the subject of insurance cover and
                         the insurance policy in respect of such cover must be
                         endorsed with the name of the Trustee as mortgagee;

               (v)       the Subject Property is valued by a valuer approved of
                         by the Servicer unless:

                         (A)  the Loan to Value Ratio does not exceed 80%;

                         (B)  the Loan Amount does not exceed:

                              (1)  $250,000 when secured over a single property
                                   within the metropolitan area of Sydney;

                              (2)  $200,000 when secured over a single property
                                   within any other city and metropolitan areas
                                   of Australia; or

                              (3)  $150,000 when secured over a single property
                                   within any other areas of Australia; and

                         (C)  the predominant purpose of the Loan is the
                              purchase of the Subject Property; and

               (vi)      all security documents have been:

                         (A)  prepared by law firms or Title Insurers appointed
                              by and acting for the relevant Approved Seller and
                              the Servicer or, where Loans are

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                              originated by the Trustee, acting for the Trustee
                              and the Servicer; and

                         (B)  prepared in accordance with applicable Consumer
                              Credit Legislation;

         (d)   which, together with all other Loans held by the Trustee, has the
               following characteristics:

               (i)       at least 90% of the aggregate Subject Property of all
                         Loans must be located in metropolitan areas of the
                         capital cities and major regional centres of Australia;
                         and

               (ii)      not more than 15% of the aggregate Loan Amount of the
                         Loans shall comprise individual Loans each with a Loan
                         Amount exceeding $500,000 and secured by a Mortgage
                         over a single property;

         (e)   (i)       the relevant Approved Seller is the beneficial owner of
                         each Loan and Mortgage at the time of the equitable
                         assignment;

               (ii)      the Trustee will be the beneficial owner of each Loan
                         and Mortgage after that assignment (free of any
                         encumbrances);

               (iii)     the Loan and Mortgage are valid and enforceable;

               (iv)      all applicable stamp duties have been paid on the
                         Mortgage;

               (v)       the Loan and Mortgage will form part of the Assets of
                         the Trust;

               (vi)      the whole of the right, title and interest of the
                         mortgagee under the Mortgage will be acquired by the
                         Trustee;

               (vii)     the Loan has been serviced and managed in accordance
                         with the requirements of the Servicer's policy and
                         procedures manual;

               (viii)    the Mortgage Insurance Policy and any Title Insurance
                         Policy in relation to the Loan and the related Mortgage
                         does not restrict the assignment to the Trustee;

               (ix)      the Loan is not in Arrears over 30 days at the Cut-Off
                         Date;

               (x)       the Loan is subject to monthly, fortnightly or weekly
                         payments which fully amortise the Loan over its term;

               (xi)      the Loan Agreement and the Mortgage comply in all
                         material respects with all applicable laws (including
                         any Consumer Credit Legislation);

               (xii)     the Loan Agreement and the Mortgage are assignable by
                         the relevant Approved Seller in equity without prior
                         consent being required from, or notice of the
                         assignment needing to be given to, the mortgagor, the
                         Obligor or any other person; and

               (xiii)    the Loan Agreement and the Mortgage have been duly
                         authorised and are in full force and effect and
                         constitute legal, valid and binding obligations of the
                         relevant Obligor and mortgagor enforceable against that
                         Obligor and

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                         mortgagor in accordance with its terms and is not
                         subject to any dispute, offset or counterclaim;

         (f)   is covered by a valid, binding and enforceable Mortgage Insurance
               Policy;

         (g)   has an Obligor (and where the Servicer so requires, a guarantor)
               that is a natural person or a corporation;

         (h)   was approved and (if relevant) originated by the Servicer in the
               ordinary course of its business;

         (i)   the relevant Obligor in respect of which is required to repay the
               Loan by no later than [*]; and

         (j)   does not require (nor does the relevant Loan Agreement require)
               the Trustee to provide any Redraws or other advances once the
               initial funding has been provided under the relevant Loan
               Agreement.




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SCHEDULE 2

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
NAME OF LOAN                                     GENERAL CHARACTERISTICS OF LOAN
---------------------------------------------------------------------------------------------------------------
<S>                                              <C>
Interstar "Premium" Access Account               Amortising principal and interest repayment ("P&I") loans
                                                 with an interest rate variable at the discretion of the
                                                 Servicer and incorporating limited "redraw" facilities that
                                                 will be available to borrowers only at the sole discretion
                                                 of the Servicer.
---------------------------------------------------------------------------------------------------------------
Interstar "Fix'n Float" Access Account           Amortising "P&I" loans with an interest rate fixed for a
                                                 specific initial period of up to five years after which the
                                                 interest rate converts to a variable rate at the discretion
                                                 of the Servicer.
---------------------------------------------------------------------------------------------------------------
Interstar "IO Float" Access Account              Non-amortising loans requiring interest only repayments by
                                                 the borrowers for a specific initial period of up to ten
                                                 years with an interest rate variable at the discretion of
                                                 the Servicer.  At the expiration of the initial period the
                                                 loans convert to the standard amortising "P&I" loans with an
                                                 interest rate variable at the discretion of the Servicer.
---------------------------------------------------------------------------------------------------------------
Interstar "IO Fixed" Access Account              Non-amortising loans requiring interest only repayments by
                                                 the borrowers for a specific initial period of up to five
                                                 years with an interest rate fixed for this initial period.
                                                 At the expiration of the initial period the loans convert to
                                                 the standard amortising "P&I" loans with an interest rate
                                                 variable at the discretion of the Servicer.
---------------------------------------------------------------------------------------------------------------
Interstar "Gold" Access Account                  Amortising line of credit "P&I" loans with an interest rate
                                                 variable at the discretion of the Servicer, and
                                                 incorporating facilities that allow borrowers to:

                                                 (a)      draw funds up to a predetermined amortising limit;

                                                 (b)      repay some or all of those funds; and

                                                 (c)      redraw those funds again up to the then-current
                                                          amortised limit subject always to such right to
                                                          redraw funds being at the absolute discretion of
                                                          the Servicer,

                                                 during the life of the loan facility.
---------------------------------------------------------------------------------------------------------------
</TABLE>


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<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
NAME OF LOAN                                     GENERAL CHARACTERISTICS OF LOAN
---------------------------------------------------------------------------------------------------------------
<S>                                              <C>
Interstar "Split" Access Account                 A combined facility which:

                                                 (a)      as to a specified dollar proportion of the facility
                                                          has the general characteristics of one type of Loan
                                                          as referred to above; and

                                                 (b)      as to the remaining dollar proportion of the
                                                          facility has the general characteristics of another
                                                          type of Loan as referred to above.
---------------------------------------------------------------------------------------------------------------
</TABLE>








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EXECUTED as a deed.

Each attorney executing this deed states that he has no notice of revocation or
suspension of his power of attorney.

TRUSTEE

SIGNED SEALED AND DELIVERED for
PERPETUAL TRUSTEES VICTORIA LIMITED by its
attorney in the presence of:



-------------------------------------      -------------------------------------
Witness Signature                          Attorney Signature


-------------------------------------      -------------------------------------
Print Name                                 Print Name

TRUST MANAGER

SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITISATION MANAGEMENT PTY LIMITED
by its attorney in the presence of:


-------------------------------------      -------------------------------------
Witness Signature                          Attorney Signature

-------------------------------------      -------------------------------------
Print Name                                 Print Name




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SERVICER

SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITIES (AUSTRALIA) PTY LIMITED by its
attorney in the presence of:


-------------------------------------      -------------------------------------
Witness Signature                          Attorney Signature

-------------------------------------      -------------------------------------
Print Name                                 Print Name


SECURITY TRUSTEE

SIGNED SEALED AND DELIVERED for
PERPETUAL TRUSTEE COMPANY LIMITED by its
attorney in the presence of:


-------------------------------------      -------------------------------------
Witness Signature                          Attorney Signature

-------------------------------------      -------------------------------------
Print Name                                 Print Name



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APPROVED SELLERS

SIGNED SEALED AND DELIVERED for INTERSTAR
NOMINEES (B) PTY LIMITED by its attorney in
the presence of:


-------------------------------------      -------------------------------------
Witness Signature                          Attorney Signature

-------------------------------------      -------------------------------------
Print Name                                 Print Name



SIGNED SEALED AND DELIVERED for INTERSTAR
NOMINEES (N) PTY LIMITED by its attorney
in the presence of:


-------------------------------------      -------------------------------------
Witness Signature                          Attorney Signature

-------------------------------------      -------------------------------------
Print Name                                 Print Name



SIGNED SEALED AND DELIVERED for INTERSTAR
NOMINEES (R) PTY LIMITED by its attorney in
the presence of:


-------------------------------------      -------------------------------------
Witness Signature                          Attorney Signature

-------------------------------------      -------------------------------------
Print Name                                 Print Name


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NOTE TRUSTEE, CALCULATION AGENT, PRINCIPAL PAYING AGENT AND NOTE REGISTRAR


SIGNED SEALED AND DELIVERED for THE BANK
OF NEW YORK, NEW YORK BRANCH by its
attorney in the presence of:



-------------------------------------      -------------------------------------
Witness Signature                          Attorney Signature

-------------------------------------      -------------------------------------
Print Name                                 Print Name



LUXEMBOURG PAYING AGENT

SIGNED SEALED AND DELIVERED for THE BANK
OF NEW YORK (LUXEMBOURG) S.A. by its
attorney in the presence of:



-------------------------------------      -------------------------------------
Witness Signature                          Attorney Signature

-------------------------------------      -------------------------------------
Print Name                                 Print Name



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