<PAGE>
                                                                   Exhibit 10.37
[MALLESONS STEPHEN JAQUES LOGO]
                                                                  EXECUTION COPY




                  Deed of Debenture Trust

                  Dated 7 March 2003

                  Burns, Philp & Company Limited (ABN 65 000 000 359)
                  The entities listed in schedule 1
                  J.P. Morgan Australia Limited (ABN 52 002 888 011)



                  MALLESONS STEPHEN JAQUES
                  Level 28
                  Rialto
                  525 Collins Street
                  Melbourne   Vic   3000
                  T +61 3 9643 4000
                  F +61 3 9643 5999
                  DX 101 Melbourne
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Clause                                                                    Page
<S>   <C>   <C>                                                           <C>
1     DEFINITIONS AND INTERPRETATION                                         2

      1.1   Definitions                                                      2
      1.2   Interpretation                                                  11
      1.3   Headings                                                        12
      1.4   Issue of Debentures                                             12

2     DECLARATION OF TRUST                                                  12

      2.1   Declaration of trust                                            12
      2.2   Vesting Date                                                    12
      2.3   Name of Trust                                                   12
      2.4   Not used                                                        13
      2.5   Nomination of Beneficiary and Transaction Document              13
      2.6   Security Trustee consent                                        13

3     GENERAL POWERS, RIGHTS AND DUTIES OF SECURITY TRUSTEE                 13

      3.1   Rights and specific indemnities                                 13
      3.2   Delegation                                                      13
      3.3   Directions to Security Trustee                                  14
      3.4   Meetings of Beneficiaries                                       14
      3.5   Retirement of Security Trustee                                  14
      3.6   Removal of Security Trustee                                     14
      3.7   Security Trustee may appoint successor                          14
      3.8   Transfer of rights                                              14
      3.9   Acts of Security Trustee binding                                15
      3.10  Notices to Beneficiaries                                        15
      3.11  Security Trustee's discretions                                  15
      3.12  Determinations of Security Trustee                              15
      3.13  Advisers                                                        15
      3.14  Liability of Security Trustee                                   15
      3.15  Parent Indemnity                                                16
      3.16  Indemnity out of Trust Fund                                     16
      3.17  Indemnity exception                                             16
      3.18  Extent of liability                                             16
      3.19  Appointment of Co-Trustee                                       17
      3.20  Retirement of Co-Trustee; Removal                               17
      3.21  Reference to Security Trustee                                   17
      3.22  Perfection and Maintenance of Security Interest                 18
      3.23  Notice of transfer                                              18
      3.24  Assumptions as to Authenticity                                  18

4     DISTRIBUTION OF RECOVERED MONEY                                       18

      4.1   Interest bearing account                                        18
      4.2   Suspense account                                                18
      4.3   Interest earned on suspense account                             19
      4.4   Distribution                                                    19
</TABLE>


                                                                          page 1
<PAGE>
<TABLE>
<CAPTION>
Clause                                                                    Page
<S>   <C>   <C>                                                           <C>
5     INTER-CREDITOR TERMS                                                  19

      5.1   Share of Recovered Money                                        19
      5.2   Disposal or dealing with Secured Property                       20
      5.3   Benefit of entitlement                                          20
      5.4   Notice of future financial accommodation                        20
      5.5   Continuance of rights, powers and remedies                      20
      5.6   Assignment or transfer of a Security                            21
      5.7   Enforcement and exercise of powers                              21
      5.8   Benefit of Beneficiaries                                        21
      5.9   Marshalling                                                     21
      5.10  Treatment of amounts representing contingencies                 21

6     CREATION AND ISSUE OF DEBENTURES AND DECLARATION OF TRUST             22

      6.1   Issue of Debentures                                             22
      6.2   Place for subscription                                          23
      6.3   Conditions of issue of Debentures                               23
      6.4   Cancellation                                                    23
      6.5   Annual Return                                                   23
      6.6   Register of Debenture Holders                                   23
      6.7   Conclusiveness of Register                                      24
      6.8   Transfers of Debentures                                         25
      6.9   Master Debenture                                                25
      6.10  Register available for inspection                               26

7     ACKNOWLEDGMENT OF INDEBTEDNESS                                        26

      7.1   Status of Debenture                                             26
      7.2   Undertaking to pay                                              26

8     DETERMINATION OF BENEFICIARY'S DEBT                                   27

      8.1   Details of Beneficiary's Debt                                   27

9     NOTICES                                                               27

      9.1   Notices                                                         27
      9.2   Notice takes effect                                             27
      9.3   Taken to be received                                            27

10    MISCELLANEOUS                                                         28

      10.1  Certificate                                                     28
      10.2  Waiver and variation                                            28
      10.3  Exclusion of moratorium                                         28
      10.4  Time of the essence                                             28
      10.5  Further assurances                                              28
      10.6  Inconsistency in remedies                                       28
      10.7  Security Trustee Fees                                           28
      10.8  No merger of security                                           29
      10.9  Principal obligations                                           29
      10.10 Continuing indemnities                                          29
      10.11 Non-avoidance                                                   30
      10.12 Cumulative rights                                               30
</TABLE>



                                                                          page 2
<PAGE>
<TABLE>
<CAPTION>
Clause                                                                    Page
<S>   <C>   <C>                                                           <C>
      10.13 Assignments                                                     30
      10.14 Liability for Taxes and expenses                                30

11    GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS                    31

      11.1  Governing law                                                   31
      11.2  Submission to jurisdiction                                      31
      11.3  Service of process                                              31

12    COUNTERPARTS                                                          31

      12.1  Counterparts                                                    31

SCHEDULE 1 -  INITIAL BORROWERS                                             32

SCHEDULE 2 -  NOTICES                                                       33

SCHEDULE 3 -  NOMINATION OF TRANSACTION DOCUMENTS                           34

SCHEDULE 4 -  FORM OF CO-TRUSTEE ACCESSION DEED                             35

SCHEDULE 5 -  FORM OF MASTER DEBENTURE                                      37
</TABLE>


                                                                          page 3
<PAGE>
THIS DEED OF DEBENTURE TRUST

      is made on           2003 between the following parties:

      1.    BURNS, PHILP & COMPANY LIMITED ABN 65 000 000 359 ("PARENT")

      2.    THE ENTITIES LISTED IN SCHEDULE 1 (each an "INITIAL BORROWER")

      3.    J.P. MORGAN AUSTRALIA LIMITED ABN 52 002 888 011 ("SECURITY
            TRUSTEE")

RECITALS

      A.    Each Borrower will be under a liability to repay money to be
            received by it in respect of Debentures issued by that Borrower.

      B.    The Security Trustee enters into this deed for itself and as trustee
            for the Beneficiaries from time to time under this deed.

      C.    The Security Trustee will hold among other things all its right,
            title and interest in, to and under the Securities on trust for the
            Beneficiaries on the terms and conditions of this deed.

      D.    The Security Trustee enters into this deed to protect the interests
            of the Beneficiaries.

THIS DEED WITNESSES

      that in consideration of, among other things, the mutual promises
      contained in this deed and payment by the Security Trustee to each other
      party to this deed of the sum of $10 (receipt of which is hereby
      acknowledged), the parties agree:

1     DEFINITIONS AND INTERPRETATION

      1.1   DEFINITIONS

            In this deed:

            A DOLLARS, AUSTRALIAN DOLLARS AND A$ means the lawful currency of
            Australia.

            ACTUAL FRAUD means an intentional act or omission by the Security
            Trustee which the Security Trustee knows is contrary to the
            interests of the Beneficiaries or is indifferent as to whether it is
            contrary to their interests or not.

            AUTHORISED OFFICER means:

            (a)   in the case of the Security Trustee, a director, secretary or
                  an officer whose title contains the words "manager",
                  "vice-president", "treasurer", "secretary" or a person
                  performing the functions of any of them; and

            (b)   in the case of the Parent or a Borrower, a person appointed by
                  the Parent or a Borrower to act as an Authorised Officer for
                  the purpose of this deed.

            BENEFICIARY means each of:

            (a)   a Debenture Holder;


                                                                               2
<PAGE>
            (b)   any other person who the Parent has nominated as a Beneficiary
                  for the purposes of this deed and in respect of whom a
                  document has been nominated as a Transaction Document for the
                  purposes of paragraph (b) of the definition of "Transaction
                  Document" in this deed in accordance with clauses 2.5 and 2.6
                  of this deed.

            BENEFICIARY'S DEBT means in the case of any Beneficiary, the total
            of all amounts which are then due for payment, or which or may
            become due for payment by a Group Party to the Beneficiary, in
            connection with any Transaction Document in respect of which that
            Beneficiary is a Beneficiary.

            BORROWER means an Initial Borrower or a New Borrower.

            BRIDGE SENIOR FUNDING AGREEMENT means the agreement dated 4 March
            2003 between the Parent, the entities listed in schedule 1 to that
            agreement, Credit Suisse First Boston, Melbourne Branch, BOS
            International (Australia) Limited, Rabo Australia Limited and
            Australia and New Zealand Banking Group Limited (as arrangers),
            Credit Suisse First Boston, Melbourne Branch (as facility agent) and
            the financial institutions listed in schedule 2 to that agreement.

            BRIDGE TERM DEBENTURE means an obligation of a Borrower to a person
            in respect of indebtedness of the Borrower to that person in
            relation to a debenture subscribed for by that person under the
            Bridge Term Facility Agreement and issued under clause 6.1(a) of
            this deed, or assigned or novated to that person pursuant to the
            Bridge Senior Funding Agreement, this deed and the Bridge Term
            Master Debenture, such indebtedness being on the terms and
            conditions set out in this deed and the Bridge Term Master Debenture
            and recorded in and evidenced by registration in the Register.

            BRIDGE TERM DEBENTURE HOLDER means, at any time, any person who at
            the time has entered onto the Register as holding a Bridge Term
            Debenture.

            BRIDGE TERM FACILITY AGREEMENT means the agreement dated 4 March
            2003 between the Parent, the entities listed in schedule 1 to that
            agreement, Credit Suisse First Boston, Melbourne Branch (as facility
            agent) and the financial institutions listed in schedule 2 to that
            agreement.

            BRIDGE TERM MASTER DEBENTURE means the Master Debenture in the form
            of schedule 5 issued under clause 6.9(a).

            BUSINESS DAY means a day (other than a Saturday or Sunday) on which
            banks are open for business in Sydney and Melbourne.

            CONTROLLER:

            (a)   in relation to a Group Party which is incorporated or
                  registered in Australia, has the meaning given to the word
                  "controller" in the Corporations Act, and includes any
                  Receiver; and

            (b)   in relation to a Group Party which is incorporated or
                  registered in any jurisdiction other than Australia, means a
                  receiver, receiver and manager or similar official appointed
                  under a Security.

            CORPORATIONS ACT means the Corporations Act 2001 (Cth) of Australia.

            CO-TRUSTEE ACCESSION DEED means a deed substantially in the form of
            schedule 4 to this deed.


                                                                               3
<PAGE>
            DEBENTURE means:

            (a)   a Bridge Term Debenture;

            (b)   a Term Debenture;

            (c)   a Revolving Debenture;

            (d)   a US Debenture;

            (e)   a Term B2 Debenture; or

            (f)   a Further Debenture.

            DEBENTURE HOLDER means, at any time, any person who at that time is
            entered on the Register as holding a Debenture, and who has rights
            against a Borrower under, and has the benefit of, a Master
            Debenture.

            EQUIVALENT AMOUNT means, in respect of any Paid Up Amount of a
            Debenture denominated in a currency (PUA CURRENCY) which is
            different from the currency of the Face Value Amount of that
            Debenture (FVA CURRENCY), the amount of FVA Currency that would
            purchase that Paid Up Amount in that PUA Currency at the relevant
            Spot Rate for that day.

            EURO means the lawful currency of the member states of the European
            Union that adopted a single currency in accordance with the Treaty
            establishing the European Community, as amended by the Treaty on
            European Union.

            EXCLUDED TAX means a Tax on net income in any jurisdiction, other
            than:

            (a)   a Tax that is calculated on or by reference to the gross
                  amount of any payment derived by a party under a Transaction
                  Document or the transactions that a Transaction Document
                  contemplates (unless the Tax is imposed because the party has
                  not given its tax file number to the person who made the
                  payment or because the party has not complied with an
                  applicable certification, information, documentation or other
                  reporting requirement under applicable law); or

            (b)   a Tax that is imposed because a party is regarded as being
                  subject to tax in a jurisdiction solely because it is a party
                  to a Transaction Document or solely because it is
                  participating in the transactions that a Transaction Document
                  contemplates (or both).

            FACE VALUE AMOUNT means in relation to:

            (a)   a Bridge Term Debenture, the amount recorded in the Register
                  as being the face value amount for that Bridge Term Debenture;
                  and

            (b)   a Term Debenture, the amount recorded in the Register as being
                  the face value amount for that Term Debenture; and

            (c)   a Revolving Debenture, the amount recorded in the Register as
                  being the face value amount for that Revolving Debenture; and

            (d)   a US Debenture, the amount recorded in the Register as being
                  the face value amount for that US Debenture; and

            (e)   a Term B2 Debenture, the amount recorded in the Register as
                  being the face value amount for that Term B2 Debenture; and


                                                                               4
<PAGE>
            (f)   a Further Debenture, the amount recorded in the Register as
                  being the face value amount for that Further Debenture.

            FURTHER ASSURANCE means any document including, without limitation,
            a Security Interest, given by a Group Party to the Security Trustee
            to provide more effective security to the Security Trustee over the
            Secured Property for the payment of amounts which are secured by a
            Security or to enable the Security Trustee to exercise its rights in
            connection with a Security.

            FURTHER DEBENTURE means an obligation of a Borrower to a person in
            respect of indebtedness of the Borrower to that person in relation
            to a debenture (other than a Bridge Term Debenture, Term Debenture,
            Revolving Debenture, US Debenture or Term B2 Debenture) subscribed
            for by that person and issued under clause 6.1(g) of this deed, or
            assigned or novated to that person pursuant to the relevant Further
            Subscription Agreement, this deed and the relevant Further Master
            Debenture, such indebtedness being on the terms and conditions set
            out in this deed and the relevant Further Master Debenture and
            recorded in and evidenced by registration in the Register.

            FURTHER DEBENTURE HOLDER means, at any time, any person who at the
            time is entered on the Register as holding a Further Debenture.

            FURTHER MASTER DEBENTURE means a master debenture in the form of
            schedule 5 issued under clause 6.9(f).

            FURTHER SUBSCRIPTION AGREEMENT means any document under which a
            Beneficiary subscribes or agrees to subscribe for a Further
            Debenture.

            GROSS NEGLIGENCE means an act or omission of the Security Trustee
            where the Security Trustee is indifferent to obvious risk of loss to
            the Beneficiaries.

            GROUP PARTY means the Parent and any Subsidiary from time to time
            which is a party to a Transaction Document.

            MAJORITY DEBENTURE HOLDERS has the same meaning as the term
            "Majority Financiers" in the Security Trust Deed.

            MASTER DEBENTURE means:

            (a)   the Bridge Term Master Debenture; and

            (b)   the Term Master Debenture; and

            (c)   the Revolving Master Debenture; and

            (d)   the US Master Debenture; and

            (e)   the Term B2 Master Debenture; and

            (f)   a Further Master Debenture.

            NEW BORROWER means a person who has executed a deed, in form and
            substance satisfactory to the Security Trustee, under which it
            agrees to be bound under this deed as a Borrower.

            PAID UP AMOUNT means in relation to:

            (a)   a Bridge Term Debenture, the aggregate of all amounts paid up
                  by a Bridge Term Debenture Holder with respect to its Bridge
                  Term Debenture in


                                                                               5
<PAGE>
                  accordance with the Bridge Term Facility Agreement, as
                  recorded in the Register; and

            (b)   a Term Debenture, the aggregate of all amounts paid up by a
                  Term Debenture Holder with respect to its Term Debenture in
                  accordance with the Term A Facility Agreement, as recorded in
                  the Register; and

            (c)   a Revolving Debenture, the aggregate of all amounts paid up by
                  a Revolving Debenture Holder with respect to its Revolving
                  Debenture in accordance with the Revolving Facility Agreement,
                  as recorded in the Register; and

            (d)   a US Debenture, the aggregate of all amounts paid up by a US
                  Debenture Holder with respect to its US Debenture in
                  accordance with the US Subscription Agreement, as recorded in
                  the Register; and

            (e)   a Term B2 Debenture, the aggregate of all amounts paid up by a
                  Term B2 Debenture Holder with respect to its Term B2 Debenture
                  in accordance with the Term B2 Subscription Agreement, as
                  recorded in the Register; and

            (f)   a Further Debenture, the aggregate of all amounts paid up by a
                  Further Debenture Holder with respect to its Further Debenture
                  in accordance with its related Further Subscription Agreement,
                  as recorded in the Register.

            POWER means any right, power, authority, discretion or remedy
            conferred on the Security Trustee or a Controller by any Transaction
            Document or any applicable law.

            PRIORITY 1 BENEFICIARY means a Beneficiary whose Beneficiary's Debt
            arises under a Priority 1 Transaction Document.

            PRIORITY 1 BENEFICIARY'S DEBT means the Beneficiary's Debt of a
            Priority 1 Beneficiary which arises under a Priority 1 Transaction
            Document.

            PRIORITY 1 BENEFICIARY'S PROPORTION means on a Recovered Moneys
            Distribution Date the proportion expressed as a percentage (rounded,
            if necessary, to the nearest two decimal places) which a Priority 1
            Beneficiary's Debt bears to the aggregate of all Priority 1
            Beneficiaries Debts on that Recovered Moneys Distribution Date.

            PRIORITY 1 TRANSACTION DOCUMENT means:

            (a)   the Bridge Senior Funding Agreement;

            (b)   the Bridge Term Facility Agreement;

            (c)   the TLA Senior Funding Agreement;

            (d)   the Term A Facility Agreement;

            (e)   the Revolving Facility Agreement;

            (f)   the US Subscription Agreement;

            (g)   the Term B2 Subscription Agreement;

            (h)   each Bridge Term Master Debenture, Term Master Debenture,
                  Revolving Master Debenture, US Master Debenture and Term B2
                  Master Debenture;


                                                                               6
<PAGE>
            (i)   each other Transaction Document nominated by the Parent in
                  accordance with clause 2.5 and designated as such in such
                  nomination.

            PRIORITY 2 BENEFICIARY means a Beneficiary whose Beneficiary's Debt
            arises under a Priority 2 Transaction Document.

            PRIORITY 2 BENEFICIARY'S DEBT means the Beneficiary's Debt of a
            Priority 2 Beneficiary which arises under a Priority 2 Transaction
            Document.

            PRIORITY 2 BENEFICIARY'S PROPORTION means on a Recovered Moneys
            Distribution Date the proportion expressed as a percentage (rounded,
            if necessary, to the nearest two decimal places) which a Priority 2
            Beneficiary's Debt bears to the aggregate of all Priority 2
            Beneficiaries Debts on that Recovered Moneys Distribution Date.

            PRIORITY 2 TRANSACTION DOCUMENT means each Transaction Document
            nominated by the Parent in accordance with clause 2.5 and designated
            as such in such nomination.

            PRIORITY 3 BENEFICIARY means a Beneficiary whose Beneficiary's Debt
            arises under a Priority 3 Transaction Document.

            PRIORITY 3 BENEFICIARY'S DEBT means the Beneficiary's Debt of a
            Priority 3 Beneficiary which arises under a Priority 3 Transaction
            Document.

            PRIORITY 3 BENEFICIARY'S PROPORTION means on a Recovered Moneys
            Distribution Date the proportion expressed as a percentage (rounded,
            if necessary, to the nearest two decimal places) which a Priority 3
            Beneficiary's Debt bears to the aggregate of all Priority 3
            Beneficiaries Debts on that Recovered Moneys Distribution Date.

            PRIORITY 3 TRANSACTION DOCUMENT means each Transaction Document
            nominated by the Parent in accordance with clause 2.5 and designated
            as such in such nomination.

            PRIORITY 4 BENEFICIARY means a Beneficiary whose Beneficiary's Debt
            arises under a Priority 4 Transaction Document.

            PRIORITY 4 BENEFICIARY'S DEBT means the Beneficiary's Debt of a
            Priority 4 Beneficiary which arises under a Priority 4 Transaction
            Document.

            PRIORITY 4 BENEFICIARY'S PROPORTION means on a Recovered Moneys
            Distribution Date the proportion expressed as a percentage (rounded,
            if necessary, to the nearest two decimal places) which a Priority 4
            Beneficiary's Debt bears to the aggregate of all Priority 4
            Beneficiaries Debts on that Recovered Moneys Distribution Date.

            PRIORITY 4 TRANSACTION DOCUMENT means each Transaction Document
            nominated by the Parent in accordance with clause 2.5 and designated
            as such in such nomination.

            RECEIVER means a receiver or receiver and manager appointed under a
            Security.

            RECOVERED MONEY means the aggregate amount received in accordance
            with clause 4 which has not been distributed under this deed.

            RECOVERED MONEY DISTRIBUTION DATE means a day on which Recovered
            Money is available for distribution in accordance with clause 4.4.


                                                                               7
<PAGE>
            REGISTER means a register of Debenture Holders maintained by the
            Security Trustee under this deed.

            REVOLVING DEBENTURE means an obligation of a Borrower to a person in
            respect of indebtedness of the Borrower to that person in relation
            to a debenture subscribed for by that person under the Revolving
            Facility Agreement and issued under clause 6.1(c) of this deed, or
            assigned or novated to that person pursuant to the TLA Senior
            Funding Agreement, this deed and the Revolving Master Debenture,
            such indebtedness being on the terms and conditions set out in this
            deed and the Revolving Master Debenture and recorded in and
            evidenced by registration in the Register.

            REVOLVING DEBENTURE HOLDER means, at any time, any person who at the
            time is entered on the Register as holding a Revolving Debenture.

            REVOLVING FACILITY AGREEMENT means the agreement dated 16 January
            2003 (as amended and restated) made between the Parent, the entities
            listed in schedule 1 to that agreement, Credit Suisse First Boston,
            Melbourne Branch (as facility agent) and the financial institutions
            listed in schedule 2 to that agreement.

            REVOLVING MASTER DEBENTURE means the master debenture in the form of
            schedule 5 issued under clause 6.9(c).

            SECURED PROPERTY means all property secured under any Security.

            SECURITY means the benefit of any Security Interest which forms part
            of the Trust Fund.

            SECURITY INTEREST means:

            (a)   any bill of sale (as defined in any statute), mortgage,
                  charge, lien, pledge, hypothecation, title retention
                  arrangement, trust or power, as or in effect as security for
                  the payment of a monetary obligation or the observance of any
                  other obligation; and

            (b)   any guarantee or indemnity.

            SECURITY TRUST DEED means the security trust deed dated 28 July 1998
            between the Parent and J.P. Morgan Australia Limited (formerly Chase
            Securities Australia Limited).

            SPOT RATE means, on any day, the rate determined by the Security
            Trustee, in accordance with its usual practice and in the interbank
            market selected by it, to be the rate at which it is able to
            purchase one currency by payment in another currency (whether
            directly or indirectly through one or more intermediate currencies)
            at or about 11.00am (local time) in the place of that market):

            (a)   in the case of Euro, 2 Target Business Days before that Day;
                  and

            (b)   in the case of any other currency, 2 Business Days (in the
                  place of that market) before that day,

            for delivery on that day.

            STATEMENT has the meaning given to that term in clause 9.1(a)(1).

            SUBSCRIPTION AGREEMENT means each of:

            (a)   the Bridge Term Facility Agreement;


                                                                               8
<PAGE>
            (b)   the Term A Facility Agreement;

            (c)   the Revolving Facility Agreement;

            (d)   the US Subscription Agreement;

            (e)   the Term B2 Subscription Agreement; and

            (f)   any Further Subscription Agreement.

            SUBSIDIARY of any person means any corporation, partnership, joint
            venture, trust or of which (or in which):

            (a)   (in the case of corporation)

                  (1)   more than 50% of the issued and outstanding voting share
                        capital;

                  (2)   more than 50% of the issued and outstanding share
                        capital (excluding any part of that issued share capital
                        that carries no right to participate beyond a specified
                        amount in a distribution of either profits or capital);
                        or

                  (3)   the power to appoint or control the appointment of more
                        than 50% of the board of directors (irrespective of
                        whether, at the time, share capital of any other class
                        or classes of such corporation shall or might have
                        voting power upon the occurrence of any contingency);

            (b)   in the case of a partnership or joint venture not being a
                  corporation) more than 50% of the interest in the capital or
                  profits of such partnership or joint venture; or

            (c)   in the case of a trust or estate) more than 50% of the
                  beneficial interest in such trust or estate,

            is at the time directly or indirectly owned or controlled by such
            person, by such person and one or more of its other Subsidiaries or
            by one or more of such person's other Subsidiaries.

            TARGET BUSINESS DAY means a day on which the TARGET System is
            operating.

            TARGET SYSTEM means the Trans-European Automated Real-Time Gross
            Settlement Express Transfer (TARGET) System or any successor system.

            TAX means a tax, levy, impost, duty, charge, deduction or
            withholding, however it is described, that is imposed by a law or a
            Government Agency, together with any related interest, penalty, fine
            or other charge.

            TERM A FACILITY AGREEMENT means the agreement dated 16 January 2003
            (as amended and restated) made between the Parent, the entities
            listed in schedule 1 to that agreement, Credit Suisse First Boston,
            Melbourne Branch (as facility agent) and the financial institutions
            listed in schedule 2 to that agreement.

            TERM B2 DEBENTURE means the obligations of the Term B2 Debenture
            Issuer to a person in respect of indebtedness of that Borrower to
            that person in relation to a debenture subscribed for by that person
            under the Term B2 Subscription Agreement and issued under clause
            6.1(e) of this deed, or assigned or novated to that person pursuant
            to the Term B2 Subscription Agreement, this deed and the Term B2
            Master Debenture, such indebtedness being on the terms and
            conditions


                                                                               9
<PAGE>
            set out in this deed and the Term B2 Master Debenture and recorded
            in and evidenced by registration in the Register.

            TERM B2 DEBENTURE HOLDER means, at any time, any person who at the
            time is entered on the Register as holding the Term B2 Debenture.

            TERM B2 DEBENTURE ISSUER means BPCUS1 Inc.

            TERM B2 MASTER DEBENTURE means the master debenture in the form of
            schedule 5 issued under clause 6.9(e).

            TERM B2 SUBSCRIPTION AGREEMENT means the agreement entitled "Term B2
            Subscription Agreement" to be entered into between Burns Philp Inc.
            and the Term B2 Debenture Issuer.

            TERM DEBENTURE means an obligation of the Borrowers to a person in
            respect of indebtedness of a Borrower to that person in relation to
            a debenture subscribed for by that person under the Term A Facility
            Agreement and issued under clause 6.1(b) of this deed, or assigned
            or novated to that person pursuant to the TLA Senior Funding
            Agreement, this deed and the Term Master Debenture, such
            indebtedness being on the terms and conditions set out in this deed
            and the Term Master Debenture and recorded in and evidenced by
            registration in the Register.

            TERM DEBENTURE HOLDER means, at any time, any person who at the time
            is entered on the Register as holding a Term Debenture.

            TERM MASTER DEBENTURE means the master debenture in the form of
            schedule 5 issued under clause 6.9(b).

            TLA SENIOR FUNDING AGREEMENT means the agreement dated 16 January
            2003 (as amended and restated) made between the Parent, the entities
            listed in schedule 1 to that agreement, Credit Suisse First Boston,
            Melbourne Branch, BOS International (Australia) Limited and Credit
            Agricole Indosuez Australia Limited (as arrangers), Credit Suisse
            First Boston, Melbourne Branch (as facility agent) and the financial
            institutions listed in schedule 2 to that agreement.

            TRANSACTION DOCUMENTS means:

            (a)   this deed;

            (b)   any other document nominated by the Parent as a Transaction
                  Document and each document nominated by the Parent as a
                  Priority 1, Priority 2, Priority 3 or Priority 4 Transaction
                  Document for the purposes of, and in accordance with, this
                  deed until such time as the Parent and the Security Trustee
                  agree that any such document is no longer to be a Transaction
                  Document;

            (c)   each Debenture and each Subscription Agreement and Treasury
                  Transaction to which a Beneficiary is a party; and

            (d)   any other instrument by which the Parent or any other entity
                  grants any Security Interest to the Security Trustee for the
                  benefit of the Beneficiaries.

            TRUST means the trust constituted by this deed.

            TRUST FUND means the amount held by the Security Trustee under
            clause 2.1 together with the benefit of this deed and any other
            property which the Security Trustee acquires to hold on the trusts
            of this deed and shall include, without


                                                                              10
<PAGE>
            limitation, the Security Trustee's right, title and interest in each
            Transaction Document which the Security Trustee executes or receives
            the benefit of after the date of this deed in its capacity as
            trustee of the Trust and any property which represents the proceeds
            of sale of any such property or proceeds of enforcement of any
            Transaction Document.

            US DEBENTURE means the obligations of the US Debenture Issuer to a
            person in respect of indebtedness of that Borrower to that person in
            relation to a debenture subscribed for by that person under the US
            Subscription Agreement and issued under clause 6.1(d) of this deed,
            or assigned or novated to that person pursuant to the US
            Subscription Agreement, this deed and the US Master Debenture, such
            indebtedness being on the terms and conditions set out in this deed
            and the US Master Debenture and recorded in and evidenced by
            registration in the Register.

            US DEBENTURE HOLDER means, at any time, any person who at the time
            is entered on the Register as holding the US Debenture.

            US DEBENTURE ISSUER means BPCUS1 Inc.

            US MASTER DEBENTURE means the master debenture in the form of
            schedule 5 issued under clause 6.9(d).

            US SUBSCRIPTION AGREEMENT means the agreement entitled "Term B
            Subscription Agreement" to be entered into between Burns Philp Inc.
            and the US Debenture Issuer.

            VESTING DATE means the earlier of:

            (a)   the eightieth anniversary of the date of this deed; and

            (b)   the date upon which all Securities have been fully and finally
                  discharged according to their terms (or, if discharged at
                  different times, the date on which the last is fully and
                  finally discharged) and all Recovered Moneys distributed in
                  accordance with this deed.

            WILFUL DEFAULT means an act or omission of the Security Trustee
            where the Security Trustee knows it is committing, and intends to
            commit, a breach of its duty as Security Trustee or outside its
            powers, or is indifferent as to whether that act or omission is or
            is not a breach of duty or within its powers.

      1.2   INTERPRETATION

            In this deed unless the contrary intention appears:

            (a)   a reference to this deed or another instrument includes any
                  variation or replacement of any of them;

            (b)   a reference to a statute, ordinance, code or other law
                  includes regulations and other instruments under it and
                  consolidations, amendments, re-enactments or replacements of
                  any of them;

            (c)   the singular includes the plural and vice versa;

            (d)   the word "person" includes a firm, body corporate, an
                  unincorporated association or an authority;

            (e)   a reference to a person includes a reference to the person's
                  executors, administrators, successors, substitutes (including,
                  without limitation, persons taking by novation) and assigns;


                                                                              11

<PAGE>
            (f)   an agreement, representation or warranty in favour of two or
                  more persons is for the benefit of them jointly and severally;

            (g)   an agreement, representation or warranty on the part of two or
                  more persons binds them jointly and severally;

            (h)   a reference to any thing (including, without limitation, any
                  amount) is a reference to the whole and each part of it and a
                  reference to a group of persons is a reference to all of them
                  collectively, to any two or more of them collectively and to
                  each of them individually;

            (i)   if an act prescribed under this deed to be done by a party on
                  or by a given day is done after 4.00pm on that day, it is to
                  be taken to be done on the following day;

            (j)   a time of day shall be construed as a reference to Sydney
                  time;

            (k)   any amount, limit or threshold amount, shall be construed as
                  including the equivalent therefore in any other currency on
                  the date such amount or limit requires to be determined;

            (l)   where pursuant to this deed an amount of interest is to be
                  calculated in respect of any amount for any period, such
                  calculation shall be made so as to include the first day of
                  such period and to exclude the last.

      1.3   HEADINGS

            Headings are inserted for convenience and do not affect the
            interpretation of this deed.

      1.4   ISSUE OF DEBENTURES

            References in the Transaction Documents to the issue of Debentures
            are references to the issue of the Master Debenture to which those
            Debentures relate and to the recording in the Register of the
            details of those Debentures and the Debenture Holders of those
            Debentures.

2     DECLARATION OF TRUST

      2.1   DECLARATION OF TRUST

            The Security Trustee declares that it holds the sum of A$10 (ten
            Australian dollars) and will hold the Trust Fund on trust at any
            time for the persons who are Beneficiaries at that time.

      2.2   VESTING DATE

            The trust established under this deed commences on the date of this
            deed and unless determined earlier is to end on the Vesting Date.

      2.3   NAME OF TRUST

            The trust established under this deed is to be known as the "BPC
            Security Trust No. 2".


                                                                              12
<PAGE>
      2.4   NOT USED

      2.5   NOMINATION OF BENEFICIARY AND TRANSACTION DOCUMENT

            The Parent may nominate a person to be a Beneficiary under this deed
            or a document as a Transaction Document for the purposes of
            paragraph (b) of the definition of "Transaction Document" in clause
            1.1 by delivering to the Security Trustee a notice in the form of
            schedule 3.

      2.6   SECURITY TRUSTEE CONSENT

            The Parent agrees not to nominate a person as a Beneficiary or a
            document as a Transaction Document for the purposes of paragraph (b)
            of the definition of "Transaction Document" in clause 1.1 except:

            (a)   where the person is a Debenture Stockholder (as defined in the
                  Security Trust Deed) and the document is a Transaction
                  Document (as defined in the Security Trust Deed); or

            (b)   where the person is or is to be a Debenture Holder and the
                  document is a Debenture and/or the related Subscription
                  Agreement that has been or is to be provided as security to or
                  for the benefit (directly or indirectly) of a person and in
                  respect of a document as described in paragraph (a); or

            with the prior written consent of the Security Trustee (acting upon
            the instructions of the Majority Debenture Holders).

3     GENERAL POWERS, RIGHTS AND DUTIES OF SECURITY TRUSTEE

      3.1   RIGHTS AND SPECIFIC INDEMNITIES

            (a)   The Security Trustee agrees to exercise the rights, remedies,
                  powers and discretions and perform the obligations which are
                  delegated to or conferred on it by the Transaction Documents.
                  However, the Security Trustee is not bound to exercise any
                  right, remedy, power or discretion or perform any obligation
                  under the Transaction Documents unless it is first indemnified
                  to its reasonable satisfaction so far as is permitted by law,
                  by the persons requiring it to act, against all costs, charges
                  and expenses and liability to be incurred in so acting.

            (b)   The Security Trustee has no obligations except those expressly
                  set out or referred to in the Transaction Documents and
                  without limitation the Security Trustee is not obliged to:

                  (1)   undertake any investigation as to the existence of any
                        property which purports to be Secured Property of or the
                        title to any Secured Property;

                  (2)   get in any title documents under its control;

                  (3)   obtain any valuation of any Secured Property;

                  (4)   stamp or register any Transaction Document.

      3.2   DELEGATION

            The Security Trustee may employ agents and attorneys including,
            without limitation, an agent to maintain the Register.


                                                                              13
<PAGE>
      3.3   DIRECTIONS TO SECURITY TRUSTEE

            Wherever in this deed or a Transaction Document the Security Trustee
            is given a discretion, power or right to do or to consent to the
            doing of any thing under this deed, the Security Trustee must do or
            consent to the doing of that thing, or refrain from doing or consent
            to the doing of that thing, as the case may be if so directed by the
            Majority Debenture Holders.

      3.4   MEETINGS OF BENEFICIARIES

            The Security Trustee may at any time convene a meeting of all
            Beneficiaries or all Debenture Holders for any purpose and in any
            such manner as the Security Trustee deems fit.

      3.5   RETIREMENT OF SECURITY TRUSTEE

            The Security Trustee may retire at any time without assigning any
            reason upon giving at least 30 days prior written notice to the
            Parent and all Debenture Holders of its intention to do so. However,
            the Security Trustee cannot retire until a replacement Security
            Trustee has been appointed, the Security Trustee has complied with
            its obligations in clause 3.8 and the replacement Security Trustee
            has executed the documents required to be executed in that clause.

      3.6   REMOVAL OF SECURITY TRUSTEE

            The Security Trustee may be removed from office under this deed by a
            written direction from the Majority Debenture Holders.

            Any such direction must give at least 30 days notice to the Security
            Trustee. A copy of the direction must be given to the Parent and all
            Debenture Holders at the same time it is given to the Security
            Trustee. However, subject to clause 3.7, the Security Trustee cannot
            be removed until a replacement Security Trustee is appointed in
            accordance with this deed.

      3.7   SECURITY TRUSTEE MAY APPOINT SUCCESSOR

            If a replacement Security Trustee has not been appointed by the
            effective date in the notice referred to in clause 3.5 or the
            direction referred to in clause 3.6, the Security Trustee may
            appoint a replacement Security Trustee by deed and that appointment
            is effective without the approval of the Parent or of any Debenture
            Holders.

            If the Security Trustee has made all reasonable endeavours to
            appoint a replacement Security Trustee, and no such replacement
            Security Trustee was able or willing to act as such on terms
            acceptable to the Security Trustee, the Security Trustee may
            nevertheless retire with immediate effect and transfer to one or
            more Debenture Holders selected by the Security Trustee the rights,
            benefits, powers and property held by the outgoing Security Trustee
            in connection with this deed. Such Debenture Holder shall thereupon
            be the Security Trustee until a replacement Security Trustee is
            approved.

      3.8   TRANSFER OF RIGHTS

            If a replacement Security Trustee is appointed, the outgoing
            Security Trustee must execute all documents and do all things
            reasonably within its power to transfer to the replacement Security
            Trustee all rights, benefits, power and property held by the
            outgoing Security Trustee in connection with this deed. The
            replacement


                                                                              14
<PAGE>
            Security Trustee must execute all documents and do all other things
            reasonably within its power to assume the obligations, duties and
            burdens of the outgoing Security Trustee in connection with this
            deed.

      3.9   ACTS OF SECURITY TRUSTEE BINDING

            Any act, matter or thing done or document signed by the Security
            Trustee acting properly within its rights, powers, duties and
            obligations under this deed shall be binding on every Beneficiary.

      3.10  NOTICES TO BENEFICIARIES

            Promptly upon receipt of a notice or other written communication
            from any person under or in connection with this deed or any
            Transaction Document, the Security Trustee may, subject to any
            relevant confidentiality obligations, send to each Beneficiary a
            copy of that notice or written communication.

      3.11  SECURITY TRUSTEE'S DISCRETIONS

            Subject to clause 3.3, the Security Trustee shall as regards all the
            powers, authorities and discretions vested by this deed in it, have
            absolute and uncontrolled discretion as to the exercise thereof in
            all respects and, the Security Trustee shall not be in any way
            responsible for any costs, damages, claims, obligations or
            inconvenience that may result from the exercise or non-exercise
            thereof except to the extent that it is caused by the Security
            Trustee's Actual Fraud, Wilful Default or Gross Negligence.

      3.12  DETERMINATIONS OF SECURITY TRUSTEE

            In the case of any matter requiring an opinion or determination of
            or exercise of any right, remedy, power or discretion or performance
            of any obligation by the Security Trustee, the Security Trustee may
            seek a written direction of the Majority Debenture Holders in
            accordance with clause 3.3 as to the relevant matter and shall be
            under no obligation to act until it has received a written direction
            instructing the Security Trustee to do so.

      3.13  ADVISERS

            The Security Trustee may in relation to this deed or the rights or
            the powers conferred by this deed act on the advice or information
            received from any properly qualified adviser of any kind appropriate
            to the particular case including without limitation any lawyer,
            accountant, auditor, actuary, surveyor, engineer, architect,
            stockbroker or valuer, whether obtained by the Security Trustee or
            by any other persons or otherwise and the Security Trustee shall not
            be liable for any loss caused by doing so whether or not the advice
            or information is correct other than as provided in clause 3.17.

      3.14  LIABILITY OF SECURITY TRUSTEE

            The Security Trustee shall not be liable to any Debenture Holder or
            to any party to this deed or otherwise be responsible for:

            (a)   any loss or damage occurring as a result of it exercising,
                  failing to exercise or purporting to exercise any right or
                  power under any Transaction Document; or

            (b)   the default of any agent of the Security Trustee, whether or
                  not the employment or appointment of the agent was necessary
                  or expedient; or


                                                                              15
<PAGE>
            (c)   any mistake or omission made by the Security Trustee; or

            (d)   any other matter or thing done in relation to any Transaction
                  Document or any other document contemplated in any Transaction
                  Document; or

            (e)   any action or omission of the Security Trustee in accordance
                  with or consistent with the instructions or directions of the
                  Debenture Holders; or

            (f)   acting on any resolution purporting to have been passed at any
                  meeting of Debenture Holders at which minutes were made and
                  signed even though it may subsequently be found that there was
                  some defect in the constitution of the meeting or the passing
                  of the resolution or for any other reason the resolution was
                  ineffective and not binding on any of those Debenture Holders
                  whom it purports to bind or the Security Trustee; or

            (g)   monies subscribed by any Debenture Holder or the due
                  application for Debentures,

            unless and to the extent that any resultant loss or damage is caused
            by the Actual Fraud, Wilful Default or Gross Negligence of the
            Security Trustee.

      3.15  PARENT INDEMNITY

            Without limiting any other indemnity to which the Security Trustee
            is entitled, and subject to clause 3.17, the Parent indemnifies the
            Security Trustee against any cost, expense, loss or liability
            incurred by the Security Trustee as a result of the Security Trustee
            complying with directions properly given to it in accordance with
            the Transaction Documents by the Debenture Holders in respect of the
            Trust Fund. The Parent must pay or reimburse the Security Trustee on
            demand for all reasonable expenses payable in connection with this
            indemnity.

      3.16  INDEMNITY OUT OF TRUST FUND

            Without limiting any other indemnity to which the Security Trustee
            is entitled, and subject to clause 3.17, the Security Trustee will
            be indemnified out of the Trust Fund against any cost, expense, loss
            or liability properly incurred by the Security Trustee in connection
            with it acting as trustee of the Trust. The Security Trustee will
            not be obliged to act in relation to the enforcement of any
            Transaction Document or other document contemplated in this deed
            unless it is put in funds to the extent to which it may become
            liable in relation to the enforcement (including costs and
            expenses).

      3.17  INDEMNITY EXCEPTION

            The indemnity given in clauses 3.15 and 3.16 will not apply to the
            extent that the relevant cost, expense, loss or liability arises as
            a result of the Security Trustee's Actual Fraud, Wilful Default or
            Gross Negligence.

      3.18  EXTENT OF LIABILITY

            Except in the case of Actual Fraud, Wilful Default or Gross
            Negligence on the part of the Security Trustee, the Security Trustee
            is not liable to any person in relation to the Trust, nor shall any
            such person be entitled to enforce any rights against the Security
            Trustee, to any greater extent than the Security Trustee is actually
            indemnified from the Trust Fund.

            If any such person does not recover all moneys owing to it under
            such liabilities or rights, it may not seek to recover the shortfall
            by bringing proceedings against the


                                                                              16
<PAGE>
            Security Trustee in its personal capacity or applying to have the
            Security Trustee wound up or proving in the winding up of the
            Security Trustee (except in relation to the assets of the Trust). To
            avoid doubt this paragraph does not apply in the case of Actual
            Fraud, Wilful Default or Gross Negligence.

      3.19  APPOINTMENT OF CO-TRUSTEE

            (a)   If, at any time or times, in order to conform with any law of
                  any jurisdiction in which any Group Party shall then own or
                  hold any property that constitutes Secured Property, the
                  Security Trustee shall be advised by counsel satisfactory to
                  it that it is necessary or prudent in the interest of the
                  Beneficiaries so to do, the Security Trustee shall execute and
                  deliver any and all instruments and agreements necessary or
                  proper to appoint another trust company, bank or banking
                  association, or one or more persons or entities, approved by
                  the Security Trustee, either to act as co-trustee or
                  co-trustees hereunder, jointly with the Security Trustee, or
                  to act as separate trustee or trustees hereunder, and the
                  trust company, bank or banking association or the person,
                  persons or other entity so appointed shall be such co-trustee
                  or co-trustees, or separate trustee or trustees, with such
                  powers, duties and discretion as shall be specified in the
                  said instruments or agreements of appointment, executed as
                  aforesaid.

            (b)   The parties to this deed hereby acknowledge and agree that the
                  Security Trustee may appoint JPMorgan Chase Bank as a
                  co-trustee or a separate trustee subject to executing and
                  delivering any and all instruments and agreements necessary or
                  proper to appoint JPMorgan Chase Bank to act as co-trustee or
                  as a separate trustee.

            (c)   The appointment of an entity as co-trustee or as a separate
                  trustee under paragraphs (a) or (b) of this clause may be
                  effected (without anything further to be done under those
                  paragraphs) by the entity executing a Co-Trustee Accession
                  Deed and doing all other things (including executing and
                  delivering any instrument or agreement) which the Security
                  Trustee may reasonably require. Any entity appointed pursuant
                  to this paragraph shall be severally liable in respect of its
                  obligations as co-trustee or as a separate trustee.

            (d)   Where a co-trustee is appointed pursuant to clause 3.19, the
                  Trust Fund may be held either in whole or in part by one or
                  more of the co-trustees or as tenants in common.

      3.20  RETIREMENT OF CO-TRUSTEE; REMOVAL

            Each co-trustee or separate trustee appointed pursuant to the
            provisions of clause 3.19 may retire and may be removed and
            successors to such trustees may be appointed in the same manner as
            the Security Trustee may retire or be removed or a successor to the
            Security Trustee appointed as provided in this deed.

      3.21  REFERENCE TO SECURITY TRUSTEE

            The references to the Security Trustee in clauses 3.1-5.10
            (inclusive) and clauses 9.1-10.14 (inclusive) of this deed shall
            apply to a co-trustee appointed under clause 3.19 as if those
            references were to the co-trustee.


                                                                              17
<PAGE>
      3.22  PERFECTION AND MAINTENANCE OF SECURITY INTEREST

            Despite any other provision in a Transaction Document and subject to
            a direction by the Majority Debenture Holders (provided the Security
            Trustee is indemnified in accordance with clause 3.1(a)), the
            Security Trustee shall not be responsible for the validity,
            perfection, priority or enforceability of any lien or Security
            Interest and shall have no obligation to take any action to procure
            or maintain such validity, perfection, priority or enforceability.
            The Parent shall, and shall ensure that each Group Party shall, at
            its expense, prepare, give, execute, deliver, file and/or record any
            notice, financing statement, continuation statement, public deed,
            instrument or agreement necessary to preserve, continue, perfect or
            validate any Security Interest granted under the Transaction
            Documents or pursuant to the Transaction Documents with respect to
            such Security Interest, including, but without limitation, taking
            all such actions as may be necessary to prepare, execute and file
            under the "UCC" of New York financing statements, continuation
            statements and other documents in connection with such security
            interests. The Parent shall, at its expense, furnish the Security
            Trustee, no later than 30 days following 28 July each year with an
            opinion of counsel specifying the action taken or required to be
            taken by the Parent and the Group Parties to comply with this clause
            3.22 since the date of this deed or the last such opinion of counsel
            and stating that all required action has been taken, or stating that
            no action is necessary.

      3.23  NOTICE OF TRANSFER

            The Security Trustee may treat each Beneficiary as the holder of the
            Beneficiary's rights under the Transaction Documents until the
            Security Trustee has received an instrument of transfer in the form
            required by the relevant Subscription Agreement or other Transaction
            Document or any other form of transfer or novation approved by the
            Security Trustee.

      3.24  ASSUMPTIONS AS TO AUTHENTICITY

            The Security Trustee and each of its officers, employees and agents
            is not required to ascertain or enquire as to the authenticity or
            accuracy of any notice, certificate, statement, report or other
            document delivered or given to it for the purposes of or in
            connection with this document, and is entitled to rely upon and is
            not obliged to verify the same unless there is a manifest error on
            the face of any such document.

4     DISTRIBUTION OF RECOVERED MONEY

      4.1   INTEREST BEARING ACCOUNT

            If at any time the Security Trustee receives money under a
            Transaction Document then the money must be placed into an interest
            bearing account with a bank or financial institution which is rated
            AA- or better by Standard & Poors or which bears a rating of
            similar status and then distributed by the Security Trustee in
            accordance with clause 4.4.

      4.2   SUSPENSE ACCOUNT

            Unless the Majority Debenture Holders decide otherwise, money
            referred to in clause 4.1 does not form part of the Recovered Money
            on a Recovered Money Distribution Date if any Transaction Document
            permits the money to be placed to


                                                                              18
<PAGE>
            the credit of a suspense account in order to preserve rights to
            prove in the bankruptcy or liquidation of any person.

      4.3   INTEREST EARNED ON SUSPENSE ACCOUNT

            Any suspense account to which money is placed under clause 4.2 is to
            be an interest bearing account selected reasonably by the Security
            Trustee. Interest earned on the account is to be treated as
            Recovered Money.

      4.4   DISTRIBUTION

            Unless otherwise provided in a Transaction Document or in any other
            instrument contemplated in a Transaction Document, Recovered Money
            is to be distributed by the Security Trustee as soon as practicable
            after the Security Trustee receives it as follows:

            (a)   first, to the extent that the Recovered Money represents money
                  recovered under a Security which provides for the appointment
                  of a Receiver, in the order provided for under the Security up
                  to and including the category of satisfying the remuneration
                  of the Receiver (as defined in that Security);

            (b)   secondly, towards satisfaction of all costs, charges and
                  expenses incurred by the Security Trustee in or incidental to
                  the exercise or performance or attempted exercise or
                  performance of any of the rights, powers or remedies conferred
                  under any Transaction Document;

            (c)   thirdly, towards satisfaction of any other expenses or
                  outgoings in connection with any receivership under or the
                  enforcement of any Transaction Document;

            (d)   fourthly, towards payment to the Security Trustee of any fees,
                  or money due to it in its capacity as agent under any
                  Transaction Document;

            (e)   fifthly, towards payment to each Beneficiary in accordance
                  with clause 5.1 of this deed;

            (f)   sixthly, to the extent that the Security secures the payment
                  of other amounts, towards payment to the persons entitled to
                  those amounts and, if more than one, in a proportion for each
                  person equal to the proportion that the amount owed to that
                  person bears to the aggregate amount owed to all those
                  persons; and

            (g)   seventhly, to each Group Party which is a party to that
                  Security.

5     INTER-CREDITOR TERMS

      5.1   SHARE OF RECOVERED MONEY

            On each Recovered Money Distribution Date each Beneficiary is
            entitled to share in the Recovered Money available for distribution
            to the Beneficiaries on that Recovered Money Distribution Date in
            the following order of priority and to the following extent:

            (a)   firstly, to Priority 1 Beneficiaries where any outstanding
                  Priority 1 Beneficiary's Debt exists, to the extent of each
                  Priority 1 Beneficiary's Proportion applicable on that
                  Recovered Money Distribution Date;


                                                                              19
<PAGE>
                  (b)   secondly, to Priority 2 Beneficiaries where any
                        outstanding Priority 2 Beneficiary's Debt exists, to the
                        extent of each Priority 2 Beneficiary's Proportion
                        applicable on that Recovered Money Distribution Date;

                  (c)   thirdly, to Priority 3 Beneficiaries where any
                        outstanding Priority 3 Beneficiary's Debt exists, to the
                        extent of each Priority 3 Beneficiary's Proportion
                        applicable on that Recovered Money Distribution Date;

                  (d)   fourthly, to Priority 4 Beneficiaries where any
                        outstanding Priority 4 Beneficiary's Debt exists, to the
                        extent of each Priority 4 Beneficiary's Proportion
                        applicable on that Recovered Money Distribution Date.

      5.2   DISPOSAL OR DEALING WITH SECURED PROPERTY

            The entitlements set out in this deed operate in respect of the
            money received from the disposal of, or other dealing with, the
            Secured Property or the Trust Fund whether or not the disposal or
            dealing occurs as a consequence of the enforcement of a Security.

      5.3   BENEFIT OF ENTITLEMENT

            The entitlements set out in this clause 5 apply despite anything
            which might otherwise affect those entitlements including, without
            limitation:

            (a)   a fluctuation in the amount secured by a Security from time to
                  time;

            (b)   any rule of law or equity;

            (c)   a notice received by a Beneficiary or the Security Trustee
                  under a Security;

            (d)   a notice received by a Beneficiary or the Security Trustee of
                  a Security Interest;

            (e)   the order of execution or registration of a Security or
                  anything in a Security;

            (f)   the fact that a Beneficiary's Debts are not yet payable;

            (g)   the order in which accommodation is provided or liabilities
                  (whether actual or contingent) are incurred;

            (h)   the variation or release of a Security or monetary obligation;

            (i)   any failure to enforce a Security, chose in action or
                  judgment.

      5.4   NOTICE OF FUTURE FINANCIAL ACCOMMODATION

            A Beneficiary need not give written notice to the other
            Beneficiaries of financial accommodation provided which constitutes
            a Beneficiary's Debts.

      5.5   CONTINUANCE OF RIGHTS, POWERS AND REMEDIES

            This deed does not affect:

            (a)   the rights, powers and remedies of the Beneficiaries in
                  connection with the Secured Property; or

            (b)   the Parent's and Group Parties' obligations in connection with
                  the Beneficiaries' Debts.

            except to the extent specifically provided for in this deed.


                                                                              20
<PAGE>
      5.6   ASSIGNMENT OR TRANSFER OF A SECURITY

            The Security Trustee may not transfer, assign or otherwise deal with
            a Security unless:

            (a)   the transfer, assignment or dealing occurs in connection with
                  the enforcement of a Security; or

            (b)   the transferee, assignee or other person obtaining an interest
                  in that Security has entered into a deed with the Parent and
                  the Security Trustee in which it agrees to be bound by those
                  provisions of this deed which relate to the transferring,
                  assigning or otherwise dealing with that Security and has
                  delivered the deed to the Parent and the Security Trustee; or

            (c)   the transfer, assignment or other dealing is directed by the
                  Majority Debenture Holders or approved under any Transaction
                  Document.

      5.7   ENFORCEMENT AND EXERCISE OF POWERS

            If a Security becomes enforceable, then the Security Trustee must if
            directed by the Majority Debenture Holders:

            (a)   determine the appropriate action to be taken to remedy the
                  default or recover the amounts secured by that Security;

            (b)   account and distribute the Recovered Money in accordance with
                  this deed.

      5.8   BENEFIT OF BENEFICIARIES

            All rights, powers and remedies exercisable by the Security Trustee
            under a Security must be exercised for the benefit and advantage of
            the Beneficiaries except the Security Trustee may in its absolute
            discretion, despite any other provision in any Transaction Document,
            exercise or enforce any of its rights or remedies against, or take,
            commence or continue any suit, action or other proceedings against,
            a Group Party in respect of the Parent's obligations to pay fees and
            expenses to the Security Trustee (including fees payable under
            clause 10.7).

      5.9   MARSHALLING

            The Security Trustee need not resort to any Security Interest it
            holds for the payment of amounts secured under a Security held by it
            before the Security Trustee resorts to any other Security Interest
            it holds for the payment of the same amounts.

      5.10  TREATMENT OF AMOUNTS REPRESENTING CONTINGENCIES

            If the Security Trustee receives an amount as part of its
            entitlement under this deed on account of an amount contingently
            owing or which may reasonably be foreseen to become owing and it
            transpires by the time when any right to make a claim in respect of
            such an amount has expired that no such claim has been made, then
            the Security Trustee must if directed by the Majority Debenture
            Holders as soon as practicable pay an amount equivalent to such
            amount to any Beneficiary which has an entitlement for payment under
            this deed in the following order of payment priority:

            (a)   firstly, Priority 1 Beneficiaries;

            (b)   secondly, Priority 2 Beneficiaries;


                                                                              21
<PAGE>
            (c)   thirdly, Priority 3 Beneficiaries; and

            (d)   fourthly, Priority 4 Beneficiaries,

6     CREATION AND ISSUE OF DEBENTURES AND DECLARATION OF TRUST

      6.1   ISSUE OF DEBENTURES

            (a)   The Borrowers may at any time create and issue Bridge Term
                  Debentures to any person in accordance with the Bridge Term
                  Facility Agreement and this deed.

            (b)   The Borrowers may at any time create and issue Term Debentures
                  to any person in accordance with the Term A Facility Agreement
                  and this deed.

            (c)   The Borrowers may at any time create and issue Revolving
                  Debentures to any person in accordance with the Revolving
                  Facility Agreement and this deed.

            (d)   The US Debenture Issuer may at any time create and issue US
                  Debentures to any person in accordance with the US
                  Subscription Agreement and this deed.

            (e)   The Term B2 Debenture Issuer may at any time create and issue
                  Term B2 Debentures to any person in accordance with the Term
                  B2 Subscription Agreement and this deed.

            (f)   Without limiting clauses 6.1 (a), (b), (c), (d) or (e),
                  Debentures may be issued to the Security Trustee in its
                  personal capacity despite the fact that it enters into this
                  deed as trustee for the Debenture Holders and other
                  Beneficiaries.

            (g)   Except for Debentures issued in accordance with clauses
                  6.1(a), (b), (c), (d) or (e), Debentures can only be issued:

                  (1)   to a Debenture Stockholder (as defined in the Security
                        Trust Deed) pursuant to a Transaction Document (as
                        defined in the Security Trust Deed); or

                  (2)   to any other person where the Debenture is to be
                        provided as security to or for the benefit (directly or
                        indirectly) of a Debenture Stockholder (as defined in
                        the Security Trust Deed) in respect of a Transaction
                        Document (as defined in the Security Trust Deed); or

                  (3)   with the consent of the Security Trustee (acting upon
                        the instructions of the Majority Debenture Holders).

            (h)   No Debenture Holder is entitled to enforce a Security against
                  a Group Party other than through the Security Trustee.

            (i)   By subscribing for Debentures a Debenture Holder covenants to
                  be bound by and subject to all the provisions of this deed and
                  the relevant Master Debenture which relates to or affect the
                  rights and obligations of a Debenture Holder.

            (j)   No Debenture Holder is responsible for the obligations of the
                  Security Trustee or any other Debenture Holder.


                                                                              22
<PAGE>
            (k)   Subject to this deed and the other Transaction Documents, the
                  issue of Debentures to any Debenture Holder confers on that
                  Debenture Holder the benefits of all covenants, warranties and
                  indemnities given by the Group Parties in favour of, or for
                  the benefit of, the Debenture Holders under this deed and the
                  Securities.

      6.2   PLACE FOR SUBSCRIPTION

            Each Debenture Holder must subscribe for and pay up all amounts in
            respect of Debentures in the Australian Capital Territory or in the
            United States of America or such other place outside Australia as
            agreed between the Security Trustee and the Borrowers.

      6.3   CONDITIONS OF ISSUE OF DEBENTURES

            (a)   Whenever a Borrower proposes to issue any Debentures it must
                  notify the Security Trustee of the proposed Debenture Holder.

            (b)   Following the issue of Debentures, the Borrower must notify
                  the Security Trustee of the name of the Borrower, the Face
                  Value Amount of the Debentures issued, the name of the
                  relevant Debenture Holder, the currency and amount of the Paid
                  Up Amount of each Debenture and any other details or
                  information about the Debentures issued and the relevant
                  Debenture Holder which is described in clause 6.6.

            (c)   Promptly following any change in the Face Value Amount or Paid
                  Up Amount of any Debenture the Borrowers must notify the
                  Security Trustee of the amount of the change in the Face Value
                  Amount or Paid Up Amount and the new Face Value Amount or Paid
                  Up Amount.

      6.4   CANCELLATION

            (a)   A Debenture of a Debenture Holder cannot be cancelled or
                  redeemed unless:

                  (1)   all of the Beneficiary's Debt of that Debenture Holder
                        has been fully and finally repaid and satisfied; or

                  (2)   that Debenture Holder consents to the cancellation or
                        redemption of that Debenture.

            (b)   The Borrowers must immediately cancel any Debenture which they
                  redeem and must notify the Security Trustee of the
                  cancellation within 5 Business Days.

      6.5   ANNUAL RETURN

            Each Borrower will comply with each undertaking given by it in
            relation to the lodging of returns or statements as to the issue of
            Debentures under this deed, including its undertaking provided to
            the New South Wales Office of State Revenue under section 226 of the
            Duties Act 1997 (NSW) and to the Victorian State Revenue Office
            under section 172 of the Duties Act 2000 (Vic).

      6.6   REGISTER OF DEBENTURE HOLDERS

            (a)   The Security Trustee must keep, or cause to be kept, a
                  Register of Debentures. The Register shall be maintained in
                  Canberra or such other place outside Australia as the Security
                  Trustee approves. The Security


                                                                              23
<PAGE>
                  Trustee shall inscribe, or cause to be inscribed, in that
                  Register (to the extent that it has been notified of the
                  relevant information):

                  (1)   the names and addresses of the persons to whom
                        Debentures have been issued or transferred from time to
                        time;

                  (2)   the place where the person to whom a Debenture was
                        initially issued subscribed for that Debenture;

                  (3)   the date at which the name of each person was entered in
                        the Register as a Debenture Holder;

                  (4)   the date at which any Debenture Holder ceased to hold
                        any Debenture;

                  (5)   the date of any issue of Debentures to Debenture
                        Holders;

                  (6)   for each Debenture, whether it is a Bridge Term
                        Debenture, Term Debenture, a Revolving Debenture, a US
                        Debenture, a Term B2 Debenture or a Further Debenture;

                  (7)   for each Debenture Holder, the currency and amount of
                        the Face Value Amount of the Debentures issued to it, as
                        varied from time to time;

                  (8)   for each Debenture Holder, the Borrower or Borrowers,
                        currency, and amount of the Paid Up Amount of the
                        Debentures, as varied from time to time;

                  (9)   for each Debenture Holder, where the Paid Up Amount of
                        the Debenture is in a currency which is different from
                        the currency of the Face Value Amount of that Debenture,
                        the Equivalent Amount in respect of that Debenture;

                  (10)  the issue date and maturity date of each Debenture; and

                  (11)  any other information in relation to the Debentures of a
                        Debenture Holder which the Security Trustee considers
                        appropriate to record on the Register, or which the
                        Borrowers or that Debenture Holder reasonably requires
                        the Security Trustee to record in the Register.

            (b)   The Security Trustee undertakes to carry out all of its duties
                  and functions, and to comply with obligations, (including,
                  without limitation, in relation to the transfer, redemption,
                  cancellation and issue of Debentures, and the maintenance and
                  updating of the Register) as contemplated by each Master
                  Debenture, each Subscription Agreement and each of the other
                  Transaction Documents.

      6.7   CONCLUSIVENESS OF REGISTER

            (a)   Subject to clauses 6.7(a)(2) and 6.8(b):

                  (1)   the Register is conclusive as to the identity of
                        Debenture Holders and prevails in the event of any
                        inconsistency with any register kept by a Borrower or
                        any other person;

                  (2)   a person whose name is entered on the Register as the
                        holder of Debentures will remain a Debenture Holder for
                        the purposes of this


                                                                              24
<PAGE>
                        deed until removal of that name by the Security Trustee
                        with the consent of the Debenture Holder regardless of
                        whether or not:

                        (A)   the Debentures are or prove to have been void or
                              invalid or were improperly issued; and

                        (B)   the Debentures have been redeemed, repaid or
                              cancelled;

                  (3)   the Debenture Holders whose names appear for the time
                        being in the Register are to be regarded as the
                        beneficial owners of the Debentures which are registered
                        in their respective names. Except as required by law, in
                        respect of any Debenture issued as contemplated by
                        clause 2.6(b) or as otherwise specified by the Parent,
                        each of the Security Trustee and each Borrower must not
                        recognise (even when having notice) any other interests
                        in any Debentures;

                  (4)   the Register, in the absence of manifest error, will be
                        conclusive as to the Paid Up Amount and the Face Value
                        Amount of each Debenture and as to whether the Debenture
                        is a Bridge Term Debenture, Term Debenture, Revolving
                        Debenture, US Debenture or Term B2 Debenture or Further
                        Debenture.

            (b)   Any Debenture issued or held in contravention of this deed is
                  of no force or effect even if its details are entered in the
                  Register.

      6.8   TRANSFERS OF DEBENTURES

            (a)   Each Debenture is issued on the conditions that:

                  (1)   it may not be assigned, transferred or in any manner
                        negotiated in Victoria;

                  (2)   it may not be transferred to a person incorporated or
                        resident in Victoria; and

                  (3)   it may only be transferred to a person to whom the
                        relevant Subscription Agreement permits a transfer of
                        that Debenture (other than a person incorporated or
                        resident in Victoria),

                  provided any such transfer is effected in compliance with any
                  other applicable provision of the Transaction Documents.

            (b)   Notwithstanding clause 6.8(a), a Debenture may be disposed of
                  or dealt with in accordance with Condition 5 of the Master
                  Debenture under which the relevant Debenture is issued.

            (c)   Any transfer of Debentures in breach of clause 6.8(a) or (b)
                  is of no force or effect even if its details are entered in
                  the Register.

            (d)   The Security Trustee must register the transfer of a Debenture
                  made in accordance with this deed and the relevant
                  Subscription Agreement.

      6.9   MASTER DEBENTURE

            (a)   The relevant Borrowers must issue for the benefit of each
                  Bridge Term Debenture Holder a Bridge Term Master Debenture in
                  respect of the Bridge Term Debentures.


                                                                              25
<PAGE>

            (b)   The relevant Borrowers must issue for the benefit of each Term
                  Debenture Holder a Term Master Debenture in respect of the
                  Term Debentures.

            (c)   The relevant Borrowers must issue for the benefit of each
                  Revolving Debenture Holder a Revolving Master Debenture in
                  respect of the Revolving Debentures.

            (d)   The US Debenture Issuer must issue for the benefit of each US
                  Debenture Holder a US Master Debenture in respect of the US
                  Debentures.

            (e)   The Term B2 Debenture Issuer must issue for the benefit of
                  each Term B2 Debenture Holder a Term B2 Master Debenture in
                  respect of the Term B2 Debentures.

            (f)   The relevant Borrower must issue for the benefit of the
                  relevant Debenture Holder a Master Debenture in substantially
                  the form of schedule 5 in respect of any Debenture (other than
                  a Bridge Term Debenture, Term Debenture, Revolving Debenture,
                  US Debenture or Term B2 Debenture) issued under clause 6.1(g).

            (g)   Each Master Debenture must be executed by the Borrowers under
                  their common seal or by the signature of its duly authorised
                  attorney and delivered to the Security Trustee or as otherwise
                  provided in the relevant Subscription Agreement.

      6.10  REGISTER AVAILABLE FOR INSPECTION

            The Security Trustee must ensure that the Register is open for
            inspection by the Debenture Holders during normal business hours and
            must keep the Debenture Holders informed as to the location of the
            Register.

7     ACKNOWLEDGMENT OF INDEBTEDNESS

      7.1   STATUS OF DEBENTURE

            Each Borrower acknowledges that each Debenture constitutes a
            separate direct, unconditional and unsubordinated indebtedness of
            the Borrower to the relevant Debenture Holder.

      7.2   UNDERTAKING TO PAY

            Each Borrower unconditionally and irrevocably undertakes to the
            Security Trustee for the benefit of each Debenture Holder to:

            (a)   pay to each Debenture Holder, in accordance with each Master
                  Debenture and the relevant Subscription Agreement all
                  principal, interest and other amounts owing represented by
                  that Master Debenture; and

            (b)   perform all of its other obligations in respect of each Master
                  Debenture in accordance with its terms and the terms of the
                  relevant Subscription Agreement,

            provided that, following notice being given by the Security Trustee
            acting on the instructions of the Majority Debenture Holders
            following a Security becoming enforceable, all payments of the above
            amounts will be made to the Security Trustee for the account of the
            Debenture Holders.

                                                                              26
<PAGE>
8     DETERMINATION OF BENEFICIARY'S DEBT

      8.1   DETAILS OF BENEFICIARY'S DEBT

            (a)   The Security Trustee may at any time request a Beneficiary to
                  provide, whereupon the Beneficiary must within a reasonable
                  time provide:

                  (1)   a statement signed by an authorised officer of the
                        Beneficiary (STATEMENT) setting out the Beneficiary's
                        Debt of that Beneficiary at the date of the Statement or
                        as at any other date requested by the Security Trustee;

                  (2)   such information as the Security Trustee may reasonably
                        request in respect of the calculation of the amounts
                        referred to in clause 8.1(a)(1).

            (b)   The information provided under clause 8.1(a) must include full
                  details of how the Beneficiary has calculated the amounts
                  referred to in clause 8.1(a)(1).

            (c)   As between the Security Trustee and the Beneficiaries, the
                  Security Trustee may rely on a Statement as sufficient
                  evidence, unless the contrary is proved, of its contents and
                  the respective amounts of Beneficiary Debt owing to the
                  Beneficiary as at the date set out in the Statement.

9     NOTICES

      9.1   NOTICES

            A notice, approval, consent or other communication in connection
            with this deed:

            (a)   may be given by an Authorised Officer of the relevant party;
                  and

            (b)   must be in writing; and

            (c)   must be left at the address of the addressee or sent by
                  prepaid ordinary post (airmail if posted to or from a place
                  outside Australia) to the address of the addressee or sent by
                  facsimile to the facsimile number of the addressee which is
                  specified in schedule 2 or if the addressee notifies another
                  address or facsimile number then to that address or facsimile
                  number.

      9.2   NOTICE TAKES EFFECT

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

      9.3   TAKEN TO BE RECEIVED

            A letter or facsimile is taken to be received:

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

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

                                                                              27
<PAGE>
10    MISCELLANEOUS

      10.1  CERTIFICATE

            A certificate signed by a Beneficiary about a matter (including,
            without limitation, an applicable rate of interest) or about a sum
            payable to the Beneficiary in connection with this deed is
            sufficient evidence of the matter or sum stated in the certificate
            unless the matter or sum is proved to be false and the Security
            Trustee may rely on such a certificate without making further
            enquiry by the Parent or the Security Trustee.

      10.2  WAIVER AND VARIATION

            A provision of or a right created under this deed may not be waived
            or varied except in writing signed by the party or parties to be
            bound.

      10.3  EXCLUSION OF MORATORIUM

            To the extent not excluded by law, a provision of any legislation
            which at any time directly or indirectly:

            (a)   lessens or otherwise varies or affects in favour of a Group
                  Party any obligations under this deed or any Transaction
                  Document; or

            (b)   stays, postpones or otherwise prevents or prejudicially
                  affects the exercise by the Security Trustee or any
                  Beneficiary or any Receiver of any Power,

            is negatived and excluded from this deed and all relief and
            protection conferred on the Security Trustee or any Beneficiary or
            Receiver by or under that legislation is also negatived and
            excluded.

      10.4  TIME OF THE ESSENCE

            Time is of the essence of this deed in respect of an obligation of
            the Parent or a Borrower to pay money.

      10.5  FURTHER ASSURANCES

            At the Security Trustee's request the Parent and each Borrower must,
            at the Parent's expense:

            (a)   execute any Further Assurance and do everything necessary or
                  appropriate to bind it under and to give effect to, this deed;
                  and

            (b)   use its best endeavours to cause relevant third parties to do
                  likewise.

      10.6  INCONSISTENCY IN REMEDIES

            If there is an inconsistency between the rights, powers and remedies
            provided in this deed and the rights, powers and remedies provided
            by law independently of this deed, then the rights, powers and
            remedies provided in this deed prevail. Otherwise, the rights,
            powers and remedies provided in this deed are cumulative with and
            not exclusive of the rights, powers and remedies provided by law
            independently of this deed.

      10.7  SECURITY TRUSTEE FEES

            The Parent agrees to pay to the Security Trustee from time to time
            such fees, expenses and compensation for all services rendered by it
            under the Transaction

                                                                              28
<PAGE>
            Documents in such amounts as shall have been agreed upon in writing
            by the Parent and the Security Trustee from time to time.

      10.8  NO MERGER OF SECURITY

            (a)   Nothing in this deed merges, extinguishes, postpones, lessens
                  or otherwise prejudicially affects:

                  (1)   any Security Interest in favour of the Security Trustee
                        or any Beneficiary at any time;

                  (2)   any indemnity in favour of the Security Trustee or any
                        Beneficiary contained in any Transaction Document; or

                  (3)   any right, power, authority, discretion or remedy which
                        the Security Trustee or any Beneficiary may have against
                        a Group Party or any other person at any time.

            (b)   No other Security Interest or Transaction Document held by the
                  Security Trustee or any Beneficiary in any way prejudicially
                  affects any right, power, authority, discretion or remedy of
                  the Security Trustee or any Beneficiary under this deed.

      10.9  PRINCIPAL OBLIGATIONS

            This deed is:

            (a)   a principal obligation and is not ancillary or collateral to
                  any other Security Interest or other obligation however
                  created; and

            (b)   independent of, and unaffected by any other Security Interest
                  or other obligation however created which the Security Trustee
                  or any Beneficiary may hold at any time in respect of the
                  Beneficiaries' Debt.

      10.10 CONTINUING INDEMNITIES

            (a)   Each indemnity contained in this deed, is a continuing
                  obligation despite:

                  (1)   any settlement of account; or

                  (2)   the occurrence of any other thing,

                  and remains in full force and effect until:

                  (3)   the Beneficiary's Debt of all Beneficiaries have been
                        paid or satisfied in full; and

                  (4)   each Transaction Document has been finally discharged.

            (b)   Each indemnity in this deed, is an additional, separate and
                  independent obligation and no one indemnity limits the
                  generality of any other indemnity.

                                                                              29
<PAGE>
      10.11 NON-AVOIDANCE

            The provisions of this deed are not affected by anything which, but
            for this provision, might have that effect, including:

            (a)   the respective times and dates upon which, or the order in
                  which, any of the Transaction Documents were executed,
                  delivered or registered;

            (b)   the respective times and dates upon which, or the order in
                  which, the debts and monetary liabilities comprising all or
                  any part of any of the Beneficiaries' Debts are incurred or
                  become due;

            (c)   the enforcement or attempted enforcement of, or the exercise
                  or attempted exercise of any other Power under, any of the
                  Transaction Documents;

            (d)   the repayment from time to time of all or any part of any of
                  the Beneficiaries' Debts;

            (e)   the fluctuation (including the reduction and subsequent
                  increase) from time to time of all or any part of any of the
                  Beneficiaries' Debts;

            (f)   a Beneficiary being or not being from time to time obliged to:

                  (1)   perform its obligations under any Transaction Document
                        at the request of, or for the benefit of any Group
                        Party;

                  (2)   do anything which may cause moneys to become due by any
                        Group Party to that Beneficiary;

            (g)   that all or any part of the Beneficiaries' Debt are contingent
                  or prospective;

            (h)   the appointment of a liquidator, Controller, trustee in
                  bankruptcy or other similar officer to a Group Party or to all
                  or any part of the assets of a Group Party;

            (i)   the liquidation or bankruptcy of a Group Party;

            (j)   a person becoming or ceasing to be a Beneficiary or a Group
                  Party; or

            (k)   any provision of any statute or any rule of law or equity to
                  the contrary.

      10.12 CUMULATIVE RIGHTS

            The Powers are cumulative and do not exclude any other right, power,
            authority, discretion or remedy of the Security Trustee or any
            Controller.

      10.13 ASSIGNMENTS

            (a)   A Debenture Holder may assign its rights under this deed to a
                  permitted transferee of its Debenture in accordance with
                  clause 6.8 but not otherwise.

            (b)   The Parent or a Borrower may only assign or transfer any of
                  its rights or obligations under this deed with the prior
                  written consent of the Security Trustee.

      10.14 LIABILITY FOR TAXES AND EXPENSES

      The Parent must indemnify the Security Trustee against, and must pay the
      Security Trustee on demand the amount of, all Taxes (other than Excluded
      Taxes) and reasonable expenses incurred in connection with:

                                                                              30
<PAGE>
      (a)   the negotiation, preparation, execution, stamping and registration
            of each Transaction Document to which it is party;

      (b)   the transactions that each Transaction Document to which it is a
            party contemplates; and

      (c)   any amendment to, or any consent, approval, waiver, release or
            discharge of or under, any Transaction Document to which it is a
            party, including legal expenses in all applicable jurisdictions on a
            full indemnity basis, travel costs, printing, telecommunications,
            stamp duties and other out-of-pocket expenses, and expenses incurred
            in engaging consultants.

11    GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS

      11.1  GOVERNING LAW

            This deed is governed by the law in force in the Australian Capital
            Territory.

      11.2  SUBMISSION TO JURISDICTION

            Each party irrevocably and unconditionally submits to the
            non-exclusive jurisdiction of the courts of the Australian Capital
            Territory and courts of appeal from them. Each party waives any
            right it has to object to an action being brought in those courts
            including, without limitation, by claiming that the action has been
            brought in an inconvenient forum or that those courts do not have
            jurisdiction.

      11.3  SERVICE OF PROCESS

            Without preventing any other mode of service, any document in an
            action (including, without limitation, any writ of summons or other
            originating process or any third or other party notice) may be
            served on any party by being delivered to or left for that party at
            its address for service of notices under clause 6.

12    COUNTERPARTS

      12.1  COUNTERPARTS

            This deed may consist of a number of counterparts and the
            counterparts taken together constitute one and the same instrument.

                                                                              31
<PAGE>
SCHEDULE 1 - INITIAL BORROWERS

<TABLE>
<CAPTION>
                                                                                                         JURISDICTION OF
     NAME OF INITIAL BORROWER                                 ADDRESS                                    INCORPORATION
     ------------------------                                 -------                                    ---------------
<S>                                                           <C>                                        <C>
     Burns Philp Treasury (Australia) Limited ACN 003         Level 23                                   Australia
     731 986                                                  56 Pitt Street
                                                              SYDNEY  NSW  2000
                                                              AUSTRALIA

     Burns Philp Deutschland GmbH                             Wandsbeker Zollstrasse 59                  Germany
     (Reg. No. HRB 65911)                                     22041 HAMBURG
                                                              GERMANY

     Burns Philp Inc. (Fed 10#22-272392)                      c/- The Corporation Trust Company          United States of America
                                                              County of New Castle
                                                              1209 Orange Street
                                                              WILMINGTON  DE 19801
                                                              UNITED STATES OF AMERICA

     Burns Philp (New Zealand) Limited (AK 112484)            54 Ponsonby Road                           New Zealand
                                                              AUCKLAND
                                                              NEW ZEALAND

     Burns Philp Food Limited                                 31 Arlie Street                            Canada
                                                              Lasalle
                                                              QUEBEC  H8R1Z8
                                                              CANADA

     BPC1 Pty Limited ACN 101 665 918                         Level 23                                   Australia
                                                              56 Pitt Street
                                                              SYDNEY  NSW  2000
                                                              AUSTRALIA

s     BPCUS1 Inc.                                              c/- The Corporation Trust Company          United States of America
                                                              County of New Castle
                                                              1209 Orange Street
                                                              WILMINGTON  DE 19801
                                                              UNITED STATES OF AMERICA
</TABLE>

                                                                              32
<PAGE>
SCHEDULE 2 - NOTICES

                                       PARENT AND BORROWERS
                                       Address:             Level 23
                                                            56 Pitt Street
                                                            Sydney NSW 2000

                                       Facsimile Number:    612 9247 3272

                                       SECURITY TRUSTEE

                                       Address:             Level 32
                                                            Grosvenor Place
                                                            225 George Street
                                                            Sydney  NSW 2000

                                       Facsimile Number:    612 9247 4913

                                                                              33
<PAGE>
SCHEDULE 3 - NOMINATION OF TRANSACTION DOCUMENTS

To:         The Security Trustee

From:       Burns, Philp & Company Limited

NOMINATION OF [BENEFICIARY/TRANSACTION DOCUMENT]

We refer to clause [2.5] of the Deed of Debenture Trust dated [ ] 2003 between
us. We nominate:

      (a)   [[ ] as a Beneficiary under the Deed of Debenture Trust;]

      (b)   the document described in the Schedule below (a copy or written
            description of which is attached to this notice), as amended,
            supplemented, replaced or novated from time to time, as a Priority [
            ] Transaction Document for the purposes of the definition of
            TRANSACTION DOCUMENT in the Deed of Debenture Trust.

Please acknowledge receipt of this nomination by signing and returning the
attached copy of this notice.

SCHEDULE

[Describe document nominated as a Transaction Document].


Signed for and on behalf of Burns, Philp & Company Limited


                                                                              34
<PAGE>
SCHEDULE 4 - FORM OF CO-TRUSTEE ACCESSION DEED

            THIS DEED POLL is made on [ ] 20[ ] by [ ] of [ ] ("CO-TRUSTEE").

            RECITALS

                  A.    Under a deed entitled "Deed of Debenture Trust" dated [
                        ] between Burns, Philp & Company Limited, the entities
                        listed in schedule 1 to that deed and J.P. Morgan
                        Australia Limited ("DEBENTURE TRUST DEED") a person may
                        become a Security Trustee by execution of a deed in the
                        form of this deed.

                  B.    The Co-Trustee wants to become a Security Trustee under
                        the Security Trust Deed.

            THIS DEED POLL WITNESSES as follows:

            1.    INTERPRETATION

            1.1   Terms and expressions defined in the Debenture Trust Deed have
                  the same meaning as in this deed poll.

            1.2   The following words have these meanings in this deed poll,
                  unless the contrary intention appears:

                        "EXISTING SECURITY TRUSTEE" means the Security Trustee
                        which is a signatory (or has otherwise become a party)
                        to the Debenture Trust Deed and has not been released
                        from that document.

            2.    RIGHTS AND OBLIGATIONS OF TRUSTEE

                  For valuable consideration including, among other things the
                  payment by the Security Trustee to the Co-Trustee of $10.00
                  (receipt of which is acknowledged), the Co-Trustee severally
                  with the Security Trustee irrevocably and unconditionally
                  agrees to be bound by the terms and conditions of the
                  Debenture Trust Deed subject to clause 3.3.

            3.    STATUS OF TRUSTEE

                  3.1   Subject to clause 3.3 the Co-Trustee irrevocably
                        acknowledges and confirms that it becomes a "SECURITY
                        TRUSTEE" as defined in, and for all purposes under, the
                        Debenture Trust Deed as if named in and as a party to
                        the Debenture Trust Deed from [the date of this
                        deed/[date]], and accordingly is bound by the Debenture
                        Trust Deed as a Security Trustee on and from that date.

                  3.2   Subject to clause 3.3 the Co-Trustee acknowledges that,
                        unless otherwise agreed by the Security Trustee and any
                        other co-trustee, it shall, without limitation, be
                        severally liable (and will not be indemnified by the
                        Security Trustee or any other co-trustee) under and in
                        connection with this deed.

                  3.3   [Insert any limitations, restrictions or other
                        specification of the co-trustee's rights and obligations
                        under the Debenture Trust Deed, as determined by
                        considerations specific to non-Australian
                        jurisdictions.]

                                                                              35
<PAGE>
            4.    GOVERNING LAW

                  This deed poll is governed by the laws of the Australian
                  Capital Territory.

            5.    BENEFIT OF DEED POLL

                  This deed poll is given in favour of and for the benefit of
                  the Parent, the Borrowers, the Security Trustee and the
                  Beneficiaries, the Existing Security Trustee, and persons
                  claiming through the Parent, the Borrowers, the Security
                  Trustee, the Beneficiaries or an Existing Security Trustee and
                  their respective successors and permitted assigns.

            EXECUTED as a deed poll.

                                                                              36
<PAGE>


SCHEDULE 5 - FORM OF MASTER DEBENTURE

[BRIDGE TERM/ TERM/REVOLVING/US/ TERM B2/FURTHER MASTER DEBENTURE] (MASTER
DEBENTURE)

Serial Number [ ]

[ ] (the BORROWERS)


<TABLE>
<CAPTION>
Name Address and
Account Details
for each Debenture      Name of
Holder                 Borrower    Issue Date     Face Value Amount      Paid Up Amount         Maturity Date
------                 --------    ----------     -----------------      --------------         -------------
<S>                    <C>         <C>           <C>                    <C>                   <C>
As recorded on the       [*]         [*]         In respect of each     In respect of each    (a)   In respect
Register                                         Debenture issued in    Debenture issued            of each
                                                 relation to this       in relation to              Debenture
                                                 Master Debenture,      this Master                 issued in
                                                 the Face Value         Debenture, the              relation to
                                                 Amount for that        Paid Up Amount for          this Master
                                                 Debenture as           that Debenture as           Debenture,
                                                 recorded on the        recorded in the             the Maturity
                                                 Register               Register                    Date for
                                                                                                    that
                                                                                                    Debenture as
                                                                                                    recorded in
                                                                                                    the Register; or

                                                                                             (b)    such other
                                                                                                    date on
                                                                                                    which the
                                                                                                    Paid Up
                                                                                                    Amount is
                                                                                                    payable in
                                                                                                    accordance
                                                                                                    with the
                                                                                                    Facility
                                                                                                    Agreement.
</TABLE>


THIS MASTER DEBENTURE is constituted by the Deed of Debenture Trust (the
DEBENTURE TRUST DEED) dated [*] between Burns, Philp & Company Limited, the
Initial Borrowers listed in schedule 1 to that deed and J.P. Morgan Australia
Limited (the SECURITY TRUSTEE)]. It is issued with the benefit of and subject to
the Debenture Trust Deed, the [Bridge Term Facility Agreement/Term A Facility
Agreement/Revolving Facility Agreement/US Subscription Agreement/Term B2
Subscription Agreement/Further Subscription Agreement] dated [**] between [ ]
(FACILITY AGREEMENT) and the conditions endorsed on this Master Debenture.

THIS IS TO CERTIFY that:

(a)      each person whose name and address is recorded in the Register as the
         registered holder of a [Bridge Term/Term/Revolving/US/Term B2/Further]
         Debenture subscribed for under the Facility Agreement is a Debenture
         Holder for the purposes of this Master Debenture (a DEBENTURE HOLDER);

(b)      each [Bridge Term/Term/Revolving/US/Term B2/Further] Debenture
         subscribed for under the Facility Agreement is a Debenture for the
         purposes of this Master Debenture (a DEBENTURE);


                                                                              37
<PAGE>
(c)      this Master Debenture evidences at any time the indebtedness of each
         Borrower to each Debenture Holder in respect of the Paid Up Amount of
         each Debenture issued by that Borrower and held by that Debenture
         Holder at that time;

(d)      each Borrower promises (subject to clause 7.2 of the Debenture Trust
         Deed) to pay to each Debenture Holder the aggregate of all Paid-Up
         Amounts of each Debenture issued by that Borrower and held by that
         Debenture Holder (together with interest and other amounts) at the
         times and in the amounts and calculated as provided in the Facility
         Agreement and any other relevant Transaction Documents;

(e)      the Borrower shall make all payments in relation this Master Debenture
         in immediately available funds without set-off or counterclaim;

(f)      subject to clause [ ] of the [Bridge Senior Funding Agreement/TLA
         Senior Funding Agreement/Facility Agreement], Debentures of a Debenture
         Holder may be assigned or transferred in whole or in part without the
         consent of the Security Trustee;

(g)      each Borrower incurs obligations under this Master Debenture in
         consideration of each Debenture Holder subscribing for or accepting a
         novation or transfer of Debentures;

(h)      terms defined in the Debenture Trust Deed and the Facility Agreement
         have the same meaning when used in this Master Debenture, unless
         otherwise defined; and

(i)      this Master Debenture is subject to the following conditions.


CONDITIONS

1        TRANSFER

         (a)      A Debenture Holder may, subject to clause [ ] of the [Bridge
                  Senior Funding Agreement/TLA Senior Funding Agreement/Facility
                  Agreement], transfer all or part of its Debentures provided
                  the transferee is not incorporated or resident in Victoria, by
                  an instrument of transfer.

         (b)      Each transfer by a Debenture Holder of all or part of its
                  Debentures must be carried out in accordance with clause 6.8
                  of the Debenture Trust Deed and clause [ ] of the [Bridge
                  Senior Funding Agreement/TLA Senior Funding Agreement/Facility
                  Agreement].

2        BOTH PARTIES TO SIGN TRANSFER

         Every instrument of transfer must be signed by the Security Trustee,
         the transferor and transferee in New South Wales, the Australian
         Capital Territory or otherwise outside Victoria. The transferor is
         taken to remain the Debenture Holder of the relevant Debentures to
         which the transfer relates until the name of the transferee is entered
         in the Register in respect of those Debentures.

3        REGISTRATION REQUIREMENTS FOR TRANSFERS

         (a)      Every instrument of transfer must be:

                (1)  delivered to the place of the Register for
                     registration; and

                (2)  accompanied by any evidence reasonably required
                     by the Borrowers to prove the title of the transferor
                     or his right to transfer the relevant Debentures.


                                                                              38
<PAGE>
         (b)      If the Security Trustee and the Borrowers are satisfied that a
                  transfer complies with paragraph (a):

                  (1)      in the case of transfer of all the transferor's
                           Debentures the Security Trustee will substitute the
                           transferee's name for the transferor's name in the
                           Register as Debenture Holder entitled to the
                           Debentures compromised in the transfer;

                  (2)      in the case of a partial transfer of the transferor's
                           Debentures, the Security Trustee will update the
                           Register with the transferor's new Debenture
                           entitlement and the transferee's remaining Debenture
                           entitlement and it will record in the Register the
                           transferee's name as the Debenture Holder entitled to
                           the Debentures compromised in the transfer.

         (c)      Subject to the Debenture Trust Deed, the contents of the
                  Register is conclusive as to the identity of Debenture
                  Holders.

4        RETENTION OF TRANSFERS

         The Borrowers shall retain all instruments of transfer which are
         registered for a period of 7 years (either in their original form or in
         a micro-film copy) after receipt.

5        VICTORIAN PURCHASER

         If a Debenture Holder (DISPOSING DEBENTURE HOLDER) wants to dispose of
         all or part of its Debentures to a person who is incorporated or
         resident in Victoria (VICTORIAN DEBENTURE HOLDER) the following
         provisions will apply:

         (a)      the Debenture Holder will notify the Security Trustee and the
                  Borrowers of the Debentures being disposed of;

         (b)      the disposal must be effected by way of novation or
                  substitution in accordance with the [Bridge Senior Funding
                  Agreement/TLA Senior Funding Agreement/Facility Agreement];

         (c)      the Debenture Holder will deliver the relevant novation or
                  substitution documentation in accordance with the [Bridge
                  Senior Funding Agreement/TLA Senior Funding Agreement/Facility
                  Agreement] for the relevant Debentures and the relevant
                  commitment of the Debenture Holder to the Security Trustee;
                  and

         (d)      simultaneously with delivery of the relevant novation or
                  substitution documentation under paragraph 5(c), the Security
                  Trustee will amend the Register to reflect the revised
                  entitlements to Debentures of the Disposing Debenture Holder
                  and the Victorian Debenture Holder based on the commitment of
                  the Disposing Debenture Holder which is novated to the
                  Victorian Debenture Holder in accordance with the relevant
                  novation or substitution documentation.

6        REPLACEMENT CERTIFICATE

         (a)      If this Master Debenture is worn out or defaced then on its
                  production to the Borrowers, the Borrowers may cancel it and
                  may issue a new Master Debenture in its place.

         (b)      If:

                  (1)      this Master Debenture is lost or if the Borrowers do
                           not receive satisfactory proof of destruction of this
                           Master Debenture; and


                                                                              39
<PAGE>
                  (2)      the Borrowers receive an undertaking and/or security
                           on terms as to evidence and indemnity and the payment
                           of out-of-pocket expenses of the Borrowers in
                           investigating evidence as the Borrowers require,

                  the Borrowers shall issue a new Master Debenture.

         (c)      An entry as to the issue of the new Master Debenture and
                  indemnity (if any) shall be made in the Register. The new
                  Master Debenture shall indicate that it is issued as a
                  replacement certificate.

7        REDEMPTION

         (a)      Any money paid by a Borrower to a Debenture Holder under or in
                  connection with this Master Debenture will be applied in
                  reduction of the Beneficiary's Debt owing to that Debenture
                  Holder which is secured by this Master Debenture.

         (b)      The Borrowers shall not redeem this Master Debenture unless
                  and until all Beneficiary's Debt owing to each of the
                  Debenture Holders has been paid in full or the Debenture
                  Holders otherwise agree.

9        GOVERNING LAW AND JURISDICTION

         (a)      This Master Debenture is governed by the laws of New South
                  Wales.

         (c)      Each Borrower irrevocably submits to the non-exclusive
                  jurisdiction of the courts of New South Wales.

         (d)      Each Borrower irrevocably waives any objection to the venue of
                  any legal process on the basis that the process has been
                  brought in an inconvenient forum.

         (e)      Each Borrower irrevocably waives any immunity in respect of
                  its obligations under this deed that it may acquire from the
                  jurisdiction of any court or any legal process for any reason
                  including the service of notice, attachment before judgment,
                  attachment in aid of execution or execution.

         [Note - If preparing US or Term B2 Master Debenture, delete clause 9
         above, and insert as a new clause 9:

         "This Master Debenture, and all Debentures issued hereunder, shall be
         governed by the law of the State of New York, and each Debenture issued
         hereunder shall constitute a security governed by Article 8 of the
         Uniform Commercial Code of the State of New York ("UCC"). The
         undersigned Borrower hereby specifies the law of the State of New York
         as the law governing the matters specified in Sections 8-110(a)(2)
         through (5) of the UCC, with the intent that New York constitute the
         "issuer's jurisdiction," as specified in Section 8-110(d) of the UCC,
         with respect to the undersigned Borrower for purposes of Article 8 and
         Article 9 of the UCC."]


EXECUTED and delivered as a Deed Poll.


                                                                              40
<PAGE>
DATED THIS    DAY OF         2003


BORROWERS

SIGNED, SEALED AND DELIVERED
for
[ ]

under power of attorney dated [ ]

by:


------------------------
Signature of attorney


------------------------
 Name of attorney
 and witnessed by:


------------------------
 Signature of witness


------------------------
 Name of witness


------------------------
 Occupation


------------------------
 City/town of residence


                                                                              41
<PAGE>
EXECUTION PAGE

    SIGNED, SEALED AND DELIVERED  by Helen Golding

    as attorney for BURNS, PHILP & COMPANY LIMITED
    under power of attorney dated 20 February 2003

    in the presence of:

    /s/ Elizabeth Vuong
    ------------------------
    Signature of witness

                                            /s/ Helen Golding
                                            ------------------------------------
                                            By executing this deed the attorney
    Elizabeth Vuong                         states that the attorney has
    ------------------------                received no notice of revocation
    Name of witness (block letters)         of the power of attorney


    SIGNED, SEALED AND
    DELIVERED  by Helen Golding

    as attorney for BURNS PHILP TREASURY
    (AUSTRALIA) LIMITED under power of attorney
    dated 20 February 2003

    in the presence of:

    /s/ Elizabeth Vuong
    ------------------------
    Signature of witness

                                            /s/ Helen Golding
                                            ------------------------------------
                                            By executing this deed the attorney
    Elizabeth Vuong                         states that the attorney has
    ------------------------                received no notice of revocation
    Name of witness (block letters)         of the power of attorney


                                                                              42
<PAGE>
    SIGNED, SEALED AND DELIVERED  by Helen Golding

    as attorney for BURNS PHILP
    DEUTSCHLAND GMBH under
    power of attorney dated 19 February 2003

    in the presence of:

    /s/ Elizabeth Vuong
    ------------------------
    Signature of witness

                                            /s/ Helen Golding
                                            ------------------------------------
                                            By executing this deed the attorney
    Elizabeth Vuong                         states that the attorney has
    ------------------------                received no notice of revocation
    Name of witness (block letters)         of the power of attorney


    SIGNED, SEALED AND DELIVERED  by Helen Golding

    as attorney for BURNS PHILP INC
    under power of attorney dated 20 February 2003

    in the presence of:

    /s/ Elizabeth Vuong
    ------------------------
    Signature of witness

                                            /s/ Helen Golding
                                            ------------------------------------
                                            By executing this deed the attorney
    Elizabeth Vuong                         states that the attorney has
    ------------------------                received no notice of revocation
    Name of witness (block letters)         of the power of attorney


                                                                              43
<PAGE>
    SIGNED, SEALED AND DELIVERED  by Helen Golding

    as attorney for BURNS PHILP
    (NEW ZEALAND) LIMITED
    under power of attorney dated 20 February 2003

    in the presence of:

    /s/ Elizabeth Vuong
    ------------------------
    Signature of witness

                                            /s/ Helen Golding
                                            ------------------------------------
                                            By executing this deed the attorney
    Elizabeth Vuong                         states that the attorney has
    ------------------------                received no notice of revocation
    Name of witness (block letters)         of the power of attorney


    SIGNED, SEALED AND DELIVERED  by Helen Golding

    as attorney for BURNS PHILP
    FOOD LIMITED under power of
    attorney dated 20 February 2003

    in the presence of:

    /s/ Elizabeth Vuong
    ------------------------
    Signature of witness

                                            /s/ Helen Golding
                                            ------------------------------------
                                            By executing this deed the attorney
    Elizabeth Vuong                         states that the attorney has
    ------------------------                received no notice of revocation
    Name of witness (block letters)         of the power of attorney


                                                                              44
<PAGE>
    SIGNED, SEALED AND DELIVERED  by Helen Golding

    as attorney for BPC1 PTY
    LIMITED under power
    of attorney dated 20 February 2003

    in the presence of:

    /s/ Elizabeth Vuong
    ------------------------
    Signature of witness

                                            /s/ Helen Golding
                                            ------------------------------------
                                            By executing this deed the attorney
    Elizabeth Vuong                         states that the attorney has
    ------------------------                received no notice of revocation
    Name of witness (block letters)         of the power of attorney


    SIGNED, SEALED AND DELIVERED  by Helen Golding

    as attorney for BPCUS1 INC under
    power of attorney dated 20 February 2003

    in the presence of:

    /s/ Elizabeth Vuong
    ------------------------
    Signature of witness

                                            /s/ Helen Golding
                                            ------------------------------------
                                            By executing this deed the attorney
    Elizabeth Vuong                         states that the attorney has
    ------------------------                received no notice of revocation
    Name of witness (block letters)         of the power of attorney


                                                                              45
<PAGE>
   SIGNED, SEALED AND DELIVERED  by Paul Roffey

    as attorney J.P. MORGAN
    AUSTRALIA LIMITED under
    power of attorney dated 28 October 1998

    in the presence of:

    /s/ Margaret Luby
    ------------------------
    Signature of witness

                                            /s/ Paul Roffey
                                            ------------------------------------
                                            By executing this deed the attorney
    Margaret Luby                           states that the attorney has
    ------------------------                received no notice of revocation
    Name of witness (block letters)         of the power of attorney


                                                                              46