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SELLER LOAN AGREEMENT
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PERPETUAL TRUSTEES CONSOLIDATED LIMITED
(Trustee)

ST.GEORGE BANK LIMITED
(Approved Seller)

CRUSADE MANAGEMENT LIMITED
(Manager)




Crusade Global Trust No. 1 of 2001




ALLEN ALLEN & HEMSLEY
The Chifley Tower
2 Chifley Square
Sydney  NSW  2000
Australia
Tel  61  2 9230 4000
Fax  61  2 9230 5333






(C) Copyright Allen Allen & Hemsley 2001


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SELLER LOAN AGREEMENT                                      ALLEN ALLEN & HEMSLEY
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TABLE OF CONTENTS

1.       DEFINITIONS AND INTERPRETATION                                        1

         1.1      Definitions                                                  1

         1.2      Master Trust Deed definitions                                2

         1.3      Interpretation                                               2

         1.4      Determination, statement and certificate

                  sufficient evidence                                          2

         1.5      Transaction Document                                         3

         1.6      Limited to Trust                                             3

         1.7      Trustee as trustee                                           3

         1.8      Knowledge of Trustee                                         3

         1.9      Unsecured loan                                               3

2.       PURPOSE                                                               3

3.       DRAWINGS                                                              4

         3.1      Advance                                                      4

         3.2      Making of Advance                                            4

4.       INTEREST AND FEES                                                     4

5.       REPAYMENT                                                             4

6.       PAYMENTS                                                              4

         6.1      Manner                                                       4

         6.2      Payment to be made on Business Day                           5

7.       CONDITIONS PRECEDENT                                                  5

8.       REPRESENTATIONS AND WARRANTIES                                        5

         8.1      Representations and warranties                               5

         8.2      Reliance on representations and warranties                   6

9.       UNDERTAKINGS                                                          6

         9.1      General undertakings                                         6

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         9.2      Undertakings relating to Trust                               7

         9.3      Term of undertakings                                         7

10.      CONTROL ACCOUNTS                                                      7

11.      WAIVERS, REMEDIES CUMULATIVE                                          7

12.      SEVERABILITY OF PROVISIONS                                            8

13.      SURVIVAL OF REPRESENTATIONS                                           8

14.      INDEMNITY AND REIMBURSEMENT OBLIGATION                                8

15.      MORATORIUM LEGISLATION                                                8

16.      CONSENTS AND OPINIONS                                                 8

17.      ASSIGNMENTS                                                           9

18.      NOTICES                                                               9

19.      AUTHORISED SIGNATORIES                                                9

20.      GOVERNING LAW AND JURISDICTION                                       10

21.      COUNTERPARTS                                                         10

22.      ACKNOWLEDGEMENT BY TRUSTEE                                           10

23.      LIMITED RECOURSE                                                     10

         23.1     General                                                     10


         23.2     Liability of Trustee limited to its right to

                  indemnity                                                   10

         23.3     Unrestricted remedies                                       11


         23.4     Restricted remedies                                         12

24.      APPROVED SELLER'S OBLIGATIONS                                        12

25.      SUCCESSOR TRUSTEE                                                    12

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SELLER LOAN AGREEMENT                                      ALLEN ALLEN & HEMSLEY
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ANNEXURE A                                                                    14

         DRAWDOWN NOTICE                                                      14


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SELLER LOAN AGREEMENT                                      ALLEN ALLEN & HEMSLEY
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DATE                                                        2001.
-------------



PARTIES
-------------

1.              PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) of
                Level 3, 39 Hunter Street, Sydney, New South Wales 2000 in its
                capacity as trustee of the Crusade Global Trust No. 1 of 2001
                (the TRUSTEE);

2.              ST.GEORGE BANK LIMITED (ABN 92 055 513 070) incorporated in New
                South Wales of 4-16 Montgomery Street, Kogarah, New South Wales
                2217 (the APPROVED SELLER); and

3.              CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated in
                the Australian Capital Territory of 4-16 Montgomery Street,
                Kogarah, New South Wales 2217 (the MANAGER).


RECITALS
-------------

A               The Trustee is the trustee of the Crusade Global Trust No. 1 of
                2001 and proposes to issue Notes pursuant to the Master Trust
                Deed.

B               The Manager has arranged for the Approved Seller to provide the
                Trustee with a loan of [A$2,000,000] for the purchase of
                Receivables by the Trustee.

C               The Approved Seller has agreed to provide the loan to the
                Trustee on the terms and conditions contained in this agreement.

--------------------------------------------------------------------------------
IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION

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

1.1      DEFINITIONS

         In this agreement the following definitions apply unless the context
         requires otherwise, or unless otherwise defined.

         ADVANCE means the advance made or to be made under this agreement.

         DRAWDOWN NOTICE means a notice under clause 3.1.

         LIMIT means [A$2,000,000].

         MASTER TRUST DEED means the deed entitled "Master Trust Deed" between,
         among others, the Trustee and the Manager dated 14 March 1998.

         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         on or before the date of this agreement issued under the Master Trust
         Deed in relation to the Trust.

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         PRINCIPAL OUTSTANDING means, at any time, the total principal amount of
         the Advance at that time.

         SECURED MONEYS has the meaning given in the Security Trust Deed.

         SECURITY TRUST DEED means the Security Trust Deed dated on or before
         the date of this agreement between, among others, the Trustee, the
         Manager and P.T. Limited.

         SUPPLEMENTARY TERMS NOTICE means the Supplementary Terms Notice issued
         by the Manager on or about the date of this agreement under the Master
         Trust Deed.

         TRUST means the Crusade Global Trust No. 1 of 2001
         constituted under the Master Trust Deed on the terms
         of the Supplementary Terms Notice.

         TRUST DOCUMENT means:

         (a)      this agreement;

         (b)      the Master Trust Deed;

         (c)      the Notice of Creation of Trust;

         (d)      the Supplementary Terms Notice;

         (e)      the Custodian Agreement;

         (f)      the Security Trust Deed;

         (g)      the Servicing Agreement;

         (h)      the Note Trust Deed;

         (i)      the Agency Agreement; and

         (j)      the Support Facilities.

         TRUSTEE means the trustee of the Trust at the date of this agreement or
         any person which becomes a successor trustee under clause 20 of the
         Master Trust Deed.

1.2      MASTER TRUST DEED DEFINITIONS

         Words and expressions which are defined in the Master Trust Deed (as
         amended by the Supplementary Terms Notice) and the Supplementary Terms
         Notice (including in each case by reference to another agreement) have
         the same meanings when used in this agreement, unless the context
         otherwise requires or unless otherwise defined in this agreement.

1.3      INTERPRETATION

         Clause 1.2 of the Master Trust Deed applies to this agreement as if set
         out in full, except that references to THIS DEED are references to THIS
         AGREEMENT.

1.4      DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

         Except where otherwise provided in this agreement any determination,
         statement or certificate by the Approved Seller or an Authorised
         Signatory of


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SELLER LOAN AGREEMENT                                      ALLEN ALLEN & HEMSLEY
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         the Approved Seller provided for in this agreement is sufficient
         evidence unless proven wrong.

1.5      TRANSACTION DOCUMENT

         This agreement is a TRANSACTION DOCUMENT for the purposes of the Master
         Trust Deed.

1.6      LIMITED TO TRUST

         The rights and obligations of the parties under this agreement relate
         only to the Trust, and do not relate to any other Trust (as defined in
         the Master Trust Deed). Without limitation, the Approved Seller has no
         obligation under this agreement to provide financial accommodation to
         the Trustee as trustee of any other such Trust.

1.7      TRUSTEE AS TRUSTEE

         In this agreement, except where provided to the
         contrary;

         (a)      a reference to the Trustee is a reference to the Trustee in
                  its capacity as trustee of the Trust and in no other capacity;
                  and

         (b)      a reference to the undertaking, property, assets, business or
                  money of the Trustee is a reference to the undertaking,
                  property, assets, business or money of the Trustee in its
                  capacity referred to in paragraph (a).

1.8      KNOWLEDGE OF TRUSTEE

         In relation to the Trust, the Trustee will be considered to have
         knowledge or notice of or be aware of any matter or thing if the
         Trustee has knowledge, notice or awareness of that matter or thing by
         virtue of the actual notice or awareness of the officers or employees
         of the Trustee who have day to day responsibility for the
         administration of the Trust.

1.9      UNSECURED LOAN

         The Approved Seller acknowledges that the Advance is an unsecured loan,
         and does not have the benefit of any Security Interest under the
         Security Trust Deed.

2.       PURPOSE
--------------------------------------------------------------------------------

         The Manager directs the Trustee to, and the Trustee shall, apply the
         proceeds of the Advance to purchase Receivables specified in any Sale
         Notice and for no other purpose.

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SELLER LOAN AGREEMENT                                      ALLEN ALLEN & HEMSLEY
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3.       DRAWINGS

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3.1      ADVANCE

         (a)      Subject to this agreement, the Manager may direct the Trustee
                  to request the Advance by giving to the Trustee a duly
                  completed but unsigned Drawdown Notice by no later than 10 am
                  on the Closing Date (Sydney time).

         (b)      The Drawdown Notice must be:

                  (i)      in writing;

                  (ii)     in or substantially in the form of Annexure A; and

                  (iii)    signed by the Trustee.

                  The Trustee must sign and return the Drawdown Notice to the
                  Manager by no later than 2 pm on the Closing Date (Sydney
                  time).

         (c)      The amount requested in a Drawdown Notice must not exceed the
                  Limit.

3.2      MAKING OF ADVANCE

         (a)      Subject to the terms of this agreement, the Advance shall be
                  made available by the Approved Seller applying that amount to
                  the purchase price for Receivables under a Sale Notice.

4.       INTEREST AND FEES
--------------------------------------------------------------------------------

         No interest or fees are payable by the Trustee in relation to the
         Advance or this agreement.

5.       REPAYMENT
--------------------------------------------------------------------------------

         The Trustee shall, at the direction of the Manager, repay the Principal
         Outstanding on the Business Day immediately following the date on which
         the Secured Moneys are fully and finally repaid, but only to the extent
         that amounts are available for that purpose under clause 5.7 of the
         Supplementary Terms Notice. That payment shall be in full and final
         settlement of the obligations of the Trustee under this agreement.

6.       PAYMENTS
--------------------------------------------------------------------------------

61.      MANNER

         The Trustee shall make all payments under this agreement:

         (a)      by cheque, electronic funds transfer or other agreed methods,
                  provided to the Approved Seller at its address for service of
                  notices

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SELLER LOAN AGREEMENT                                      ALLEN ALLEN & HEMSLEY
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                  or by transfer of immediately available funds to the account
                  specified by the Approved Seller;

         (b)      without set-off, counterclaim or other deduction, except any
                  compulsory deduction for Tax; and

         (c)      in accordance with, and only at the directions of the Manager,
                  the Master Trust Deed, the Security Trust Deed and the
                  Supplementary Terms

                  Notice.

6.2      PAYMENT TO BE MADE ON BUSINESS DAY

         If any payment is due on a day which is not a Business Day, the due
         date will be the next Business Day.

7.       CONDITIONS PRECEDENT
----------------------------------------------------------------

         The right of the Trustee to give the initial Drawdown Notice and the
         obligations of the Approved Seller under this agreement are subject to
         the condition precedent that the Approved Seller receives all of the
         following in form and substance satisfactory to the Approved Seller:

         (a)      (TRUST DOCUMENTS) from the Manager a certified copy of each
                  duly executed and (where relevant) stamped Trust Document;

         (b)      (MASTER TRUST DEED CONDITIONS PRECEDENT) from the Manager
                  evidence that the conditions precedent referred to in clause 6
                  of the Master Trust Deed have been satisfied; and

         (c)      (NOTES) evidence that the Notes have been issued.

8.       REPRESENTATIONS AND WARRANTIES
----------------------------------------------------------------

8.1      REPRESENTATIONS AND WARRANTIES

         The Trustee (in its capacity as trustee of the Trust) makes the
         following representations and warranties (so far as they relate to the
         Trust).

         (a)      (DOCUMENTS BINDING) This agreement constitutes (or will, when
                  executed and delivered, constitute) its legal, valid and
                  binding obligations (subject to laws generally affecting
                  creditors' rights and to general principles of equity).

         (b)      (TRANSACTIONS PERMITTED) The execution of this agreement did
                  not and will not contravene any applicable law or
                  authorisation which affects the Trustee in its capacity as
                  trustee of the Trust.

         (c)      (OTHER DEFAULT) It has no actual knowledge of any default by
                  it or the Manager under either:

                  (i)      the Master Trust Deed; or

                  (ii)     any law, authorisation, agreement or obligation
                           applicable to the Assets of the Trust,

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SELLER LOAN AGREEMENT                                      ALLEN ALLEN & HEMSLEY
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                  which has not been remedied or waived in writing.

                  (d)      (TRUST) The Trust has been validly created and is in
                           existence at the date of this agreement.

                  (e)      (SOLE TRUSTEE) It is the sole trustee of the Trust at
                           the date of this agreement.

                  (f)      (REMOVAL) No notice has been given to it and to its
                           knowledge no resolution has been passed or direction
                           or notice has been given, removing it as trustee of
                           the Trust.

8.2      RELIANCE ON REPRESENTATIONS AND WARRANTIES

         The Trustee acknowledges that the Approved Seller has entered into the
         Trust Documents in reliance on the representations and warranties in
         this clause.

9.       UNDERTAKINGS
----------------------------------------------------------------

9.1      GENERAL UNDERTAKINGS

         Each of the Trustee and the Manager undertake to the Approved Seller as
         follows in relation to the Trust, except to the extent that the
         Approved Seller consents.

         (a)      (AUTHORISATIONS) It will ensure that each Authorisation
                  (which, in the case of the Trustee, is limited to any
                  Authorisation relating to the Trustee in its capacity as
                  trustee of the Trust and not to the Trust generally) required
                  for:

                  (i)      the execution, delivery and performance by it of the
                           Trust Documents to which it is expressed to be a
                           party and the transactions contemplated by those
                           documents;

                  (ii)     the validity and enforceability of those documents;
                           and

                  (iii)    the carrying on by it of its business as now
                           conducted or contemplated,

                  is obtained and promptly renewed and maintained in full force
                  and effect. It will pay all applicable fees for them. It will
                  provide copies promptly to the Approved Seller when they are
                  obtained or renewed.

         (b)      (NEGATIVE PLEDGE) It will not create or allow to exist a
                  Security Interest over the Assets of the Trust other than:

                  (i)      under the Trust Documents; or

                  (ii)     a lien arising by operation of law in the ordinary
                           course of day-to-day trading and not securing
                           indebtedness in respect of financial accommodation
                           where it duly pays the indebtedness secured by that
                           lien other than indebtedness contested in good faith.

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         (c)      (COMPLY WITH OBLIGATIONS) It will duly and punctually comply
                  with its obligations under the Trust Documents.

         (d)      (NOTICE TO APPROVED SELLER) It will notify the Approved Seller
                  as soon as it becomes actually aware of any proposal by a
                  Government Agency to acquire compulsorily any Assets of the
                  Trust.

9.2      UNDERTAKINGS RELATING TO TRUST

         Each of the Trustee, as trustee of the Trust, and the Manager severally
         undertakes to the Approved Seller as follows, except to the extent that
         the Approved Seller consents.

         (a)      (AMENDMENT TO MASTER TRUST DEED) It will not consent to any
                  amendment to the Master Trust Deed, the Supplementary Terms
                  Notice or any other Trust Document which would change:

                  (i)      the basis upon which the amount of the Advance to be
                           made is calculated;

                  (ii)     Clause 5.7 of the Supplementary Terms Notice; or

                  (iii)    the basis of calculation or order of application of
                           any amount to be paid or applied under clause 5 of
                           the Supplementary Terms Notice unless the change
                           would not be adverse to the Approved Seller in
                           respect of the Advance.

         (b)      (RESETTLEMENT) It will not take any action that will result in
                  a resettlement, setting aside or transfer of any asset of the
                  Trust other than a transfer which complies with the Master
                  Trust Deed, the Supplementary Terms Notice and the other Trust
                  Documents.

         (c)      (NO ADDITIONAL TRUSTEE) It will act continuously as trustee or
                  manager (as the case may be) of the Trust in accordance with
                  the Master Trust Deed until the Trust has been terminated or
                  until it has retired or been removed in accordance with the
                  Master Trust Deed.

9.3      TERM OF UNDERTAKINGS

         Each undertaking in this clause continues from the date of this
         agreement until all moneys actually or contingently owing under this
         agreement are fully and finally repaid or cease to be outstanding.

10.      CONTROL ACCOUNTS
----------------------------------------------------------------

         The accounts kept by the Approved Seller constitute sufficient
         evidence, unless proven wrong, of the amount at any time due from the
         Trustee under this agreement.

11.      WAIVERS, REMEDIES CUMULATIVE
----------------------------------------------------------------

         (a)      No failure to exercise and no delay in exercising any right,
                  power or remedy under this agreement operates as a waiver. Nor
                  does any single or partial exercise of any right, power or
                  remedy preclude any other or further exercise of that or any
                  other right, power or remedy.

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         (b)      The rights, powers and remedies provided to the Approved
                  Seller in this agreement are in addition to, and do not
                  exclude or limit, any right, power or remedy provided by law.

12.      SEVERABILITY OF PROVISIONS
----------------------------------------------------------------

         Any provision of this agreement which is prohibited or unenforceable in
         any jurisdiction is ineffective as to that jurisdiction to the extent
         of the prohibition or unenforceability. That does not invalidate the
         remaining provisions of this agreement nor affect the validity or
         enforceability of that provision in any other jurisdiction.

13.      SURVIVAL OF REPRESENTATIONS
----------------------------------------------------------------

         All representations and warranties in this agreement survive the
         execution and delivery of this agreement and the provision of advances
         and accommodation.

14.      INDEMNITY AND REIMBURSEMENT OBLIGATION

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

         Unless stated otherwise, each indemnity, reimbursement or similar
         obligation in this agreement:

         (a)      is a continuing obligation;

         (b)      is a separate and independent obligation;

         (c)      is payable on demand; and

         (d)      survives termination or discharge of this agreement.

15.      MORATORIUM LEGISLATION
----------------------------------------------------------------

         To the full extent permitted by law all legislation which at any time
         directly or indirectly:

         (a)      lessens, varies or affects in favour of the Trustee any
                  obligation under a Trust Document; or

         (b)      delays, prevents or prejudicially affects the exercise by the
                  Approved Seller of any right, power or remedy conferred by
                  this agreement,

         is excluded from this agreement.

16.      CONSENTS AND OPINIONS

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

         Except where expressly stated the Approved Seller may give or withhold,
         or give conditionally, approvals and consents, may be satisfied or
         unsatisfied,

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SELLER LOAN AGREEMENT                                      ALLEN ALLEN & HEMSLEY
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         may form opinions, and may exercise its rights, powers and remedies, at
         its absolute discretion.

17.      ASSIGNMENTS
----------------------------------------------------------------

         Neither party may assign or transfer any of its rights or obligations
         under this agreement without the prior written consent of the other
         party or if the rating of the Notes would be withdrawn or reduced as a
         result of the assignment, except for the creation of a charge by the
         Trustee under the Security Trust Deed.

18.      NOTICES
----------------------------------------------------------------

         All notices, requests, demands, consents, approvals, agreements or
         other communications to or by a party to this agreement:

         (a)      must be in writing;

         (b)      must be signed by an Authorised Signatory of the sender; and

         (c)      will be taken to be duly given or made:

                  (i)      (in the case of delivery in person or by post) when
                           delivered, received or left at the address of the
                           recipient shown in this agreement or to any other
                           address which it may have notified the sender;

                  (ii)     (in the case of facsimile transmission) on receipt of
                           a transmission report confirming successful
                           transmission; and

                  (iii)    (in the case of a telex) on receipt by the sender of
                           the answerback code of the recipient at the end of
                           transmission,

                  but if delivery or receipt is on a day on which business is
                  not generally carried on in the place to which the
                  communication is sent or is later than 4.00 pm (local time),
                  it will be taken to have been duly given or made at the
                  commencement of business on the next day on which business is
                  generally carried on in that place.

19.       AUTHORISED SIGNATORIES
----------------------------------------------------------------

         The Trustee irrevocably authorises the Approved Seller to rely on a
         certificate by persons purporting to be its directors and/or
         secretaries as to the identity and signatures of its Authorised
         Signatories. The Trustee warrants that those persons have been
         authorised to give notices and communications under or in connection
         with this agreement.

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20.      GOVERNING LAW AND JURISDICTION
----------------------------------------------------------------

         This agreement is governed by the laws of New South Wales. The Trustee
         submits to the non-exclusive jurisdiction of courts exercising
         jurisdiction there.

21.      COUNTERPARTS
----------------------------------------------------------------

         This agreement may be executed in any number of counterparts. All
         counterparts together will be taken to constitute one instrument.

22.      ACKNOWLEDGEMENT BY TRUSTEE
----------------------------------------------------------------

         The Trustee confirms that:

         (a)      it has not entered into this agreement in reliance on, or as a
                  result of, any statement or conduct of any kind of or on
                  behalf of the Approved Seller (including any advice, warranty,
                  representation or undertaking); and

         (b)      the Approved Seller is not obliged to do anything (including
                  disclose anything or give advice),

         except as expressly set out in this agreement.

23.      LIMITED RECOURSE
----------------------------------------------------------------

23.1     GENERAL

         Clause 30 of the Master Trust Deed applies to the obligations and
         liabilities of the Trustee and the Manager under this agreement.

23.2     LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT TO INDEMNITY

         (a)      The Trustee enters into this agreement only in its capacity as
                  trustee of the Trust and in no other capacity (except where
                  the Transaction Documents provide otherwise). Subject to
                  paragraph (c) below, a liability arising under or in
                  connection with this agreement or the Trust can be enforced
                  against the Trustee only to the extent to which it can be
                  satisfied out of the assets and property of the Trust which
                  are available to satisfy the right of the Trustee to be
                  exonerated or indemnified for the liability. This limitation
                  of the Trustee's liability applies despite any other provision
                  of this agreement and extends to all liabilities and
                  obligations of the Trustee in any way connected with any
                  representation, warranty, conduct, omission, agreement or
                  transaction related to this agreement or the Trust.

         (b)      Subject to paragraph (c) below, no person (including any
                  Relevant Party) may take action against the Trustee in any
                  capacity other than as trustee of the Trust or seek the
                  appointment of a receiver (except under the Security Trust
                  Deed), or a liquidator, an administrator or

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         any      similar person to the Trustee or prove in any liquidation,
                  administration or arrangements of or affecting the Trustee.

         (c)      The provisions of this clause 23.2 shall not apply to any
                  obligation or liability of the Trustee to the extent that it
                  is not satisfied because under a Transaction Document or by
                  operation of law there is a reduction in the extent of the
                  Trustee's indemnification or exoneration out of the Assets of
                  the Trust as a result of the Trustee's fraud, negligence, or
                  Default.

         (d)      It is acknowledged that the Relevant Parties are responsible
                  under this agreement or the other Transaction Documents for
                  performing a variety of obligations relating to the Trust. No
                  act or omission of the Trustee (including any related failure
                  to satisfy its obligations under this agreement) will be
                  considered fraud, negligence or Default of the Trustee for the
                  purpose of paragraph (c) above to the extent to which the act
                  or omission was caused or contributed to by any failure by any
                  Relevant Party or any person who has been delegated or
                  appointed by the Trustee in accordance with the Transaction
                  Documents to fulfil its obligations relating to the Trust or
                  by any other act or omission of a Relevant Party or any such
                  person.

         (e)      In exercising their powers under the Transaction Documents,
                  each of the Trustee, the Security Trustee and the Noteholders
                  must ensure that no attorney, agent, delegate, receiver or
                  receiver and manager appointed by it in accordance with this
                  agreement or any other Transaction Documents has authority to
                  act on behalf of the Trustee in a way which exposes the
                  Trustee to any personal liability and no act or omission of
                  any such person will be considered fraud, negligence, or
                  Default of the Trustee for the purpose of paragraph (c) above.

         (f)      In this clause, RELEVANT PARTIES means each of the Manager,
                  the Servicer, the Custodian, the Calculation Agent, each
                  Paying Agent, the Note Trustee and the provider of any Support
                  Facility.

         (g)      Nothing in this clause limits the obligations expressly
                  imposed on the Trustee under the Transaction Documents.

23.3     UNRESTRICTED REMEDIES

         Nothing in clause 23.2 limits the Approved Seller in:

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

         (b)      obtaining declaratory relief; or

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

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23.4     RESTRICTED REMEDIES

         Except as provided in clause 23.3, the Approved Seller shall not:

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

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

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

         (d)      (EXECUTION) levy or enforce any distress or other execution
                  to, on, or against any assets of the Trustee;

         (e)      (COURT APPOINTED RECEIVER) apply for the appointment by a
                  court of a receiver to any of the assets of the Trustee;

         (f)      (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
                  set-off or counterclaim against the Trustee; or

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

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

24.      APPROVED SELLER'S OBLIGATIONS
----------------------------------------------------------------

         The Trustee shall have no recourse to the Approved Seller in relation
         to this agreement beyond its terms, and the Approved Seller's
         obligations under this agreement are separate from, and independent to,
         any obligations the Approved Seller may have to the Trustee for any
         other reason (including under any other Trust Document).

25.      SUCCESSOR TRUSTEE
----------------------------------------------------------------

         The Approved Seller shall do all things reasonably necessary to enable
         any successor Trustee appointed under clause 20 of the Master Trust
         Deed to become the Trustee under this agreement.

EXECUTED in Sydney.

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

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SELLER LOAN AGREEMENT                                      ALLEN ALLEN & HEMSLEY
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SIGNED by                             )
PERPETUAL TRUSTEES                    )
CONSOLIDATED LIMITED                  )
by its attorney under the Power of    )
Attorney dated                        )
the presence of:                      )
                                          ----------------------------------
                                          Signature

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Witness                                   Print name

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Print name



SIGNED on behalf of                   )
ST.GEORGE BANK LIMITED                )
by its attorney under the Power of    )
Attorney dated                        )
in the presence of:                   )
                                          ----------------------------------
                                          Signature

---------------------------------         ----------------------------------
Witness                                   Print name

---------------------------------
Print name



SIGNED on behalf of                   )
CRUSADE MANAGEMENT                    )
LIMITED                               )
by its attorney under the Power of    )
Attorney dated                        )
in the presence of:                   )
                                          ----------------------------------
                                          Signature

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Witness                                   Print name

---------------------------------
Print name



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SELLER LOAN AGREEMENT                                      ALLEN ALLEN & HEMSLEY
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ANNEXURE A

DRAWDOWN NOTICE
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To:     St.George Bank Limited

        SELLER LOAN AGREEMENT - DRAWDOWN NOTICE NO. [*]

We refer to the Seller Loan Agreement dated on or about [*] 2001 (the FACILITY
AGREEMENT).

Under clause 3.1 of the Facility Agreement we give you irrevocable notice as
follows:

(1)      we wish to draw on the Closing Date;

(2)      the principal amount of the Advance is A$[*]; [NOTE: AMOUNT TO COMPLY
         WITH THE LIMITS IN CLAUSE 3.]

(3)      we request that the proceeds be remitted to account number [*] at [*];

(4)      to the best of our knowledge and, relying on the information provided
         by the Manager, the proceeds of the advance will be used for the
         purposes contemplated in the Facility Agreement;

(5)      all representations and warranties under clause 8 of the Facility
         Agreement are true as though they had been made at the date of this
         Drawdown Notice and the Drawdown Date specified above in respect of the
         facts and circumstances then subsisting.

Definitions in the Facility Agreement apply in this Drawdown Notice.

PERPETUAL TRUSTEES CONSOLIDATED LIMITED

By:                [Authorised Signatory]

DATED

Verified by Crusade Management Limited

By:      [Authorised Signatory]

Dated

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