EXHIBIT 13.6


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                            REPORT OF FOREIGN ISSUER
                      PURSUANT TO RULE 13A-16 OR 15D-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


Date of Report October 8, 2003

                           CRUSADE MANAGEMENT LIMITED,
              as manager of the Crusade Global Trust No. 1 of 2001
        ----------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


             LEVEL 11, 55 MARKET STREET, SYDNEY, NSW 2000, AUSTRALIA
        -----------------------------------------------------------------
                    (Address of principal executive offices)

         Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                         Form 20-F [X]       Form 40-F

         Indicate  by check  mark  whether  the  registrant  by  furnishing  the
information contained in this Form is also thereby furnishing the information to
the Commission  pursuant to Rule 12g3-2(b) under the Securities  Exchange Act of
1934.

                             Yes [ ]            No [X]

         If "Yes" is marked,  indicate  below the file  number  assigned  to the
registrant in connection with Rule 12g3-2(b): 82-______________________________.

<PAGE>

ITEM 5.  OTHER EVENTS

         On September 26, 2003,  Perpetual  Trustees  Consolidated  Limited (the
"Trustee"),  Crusade Management Limited (the "Manager"),  St.George Bank Limited
(as "Approved Seller",  "Servicer" and  "Indemnifier"),  St.George Custodial Pty
Limited (the "Custodian"),  P.T. Limited (the "Security Trustee") and Wilmington
Trust Company (the "Note Trustee") entered into the Amended  Supplementary Terms
Notice, attached hereto as Exhibit 4.2/A.

         Due to changes to Australian Taxation Law, amendments have needed to be
made to the  Crusade  Trust  No.  1 of 2001  Supplementary  Terms  Notice  dated
February 27, 2001.  The changes do not alter the rights or  entitlements  of any
Class  of   Noteholder.   The  changes  in  Taxation  Law  groups  wholly  owned
subsidiaries  of an entity into a single entity for tax  purposes.  The existing
Trust structure with the beneficiary, Crusade Management Limited, a wholly owned
subsidiary of St.George Bank Limited,  could have come  contingently  liable for
tax liabilities of the St.George  Group. To avoid this situation,  the Trust has
been  unitized.  The existing  beneficiary  taking a "Residual  Income Unit" and
while a party  external to the  St.George  Group being  transferred  a "Residual
Capital  Unit".  By doing so, the Trust can no longer be  consolidated  into the
St.George Group for tax purposes.

         Capitalized terms not defined herein have the meanings assigned them in
the Amendment Deed Supplementary Terms Notice.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)  Financial Statements of Business Acquired.

                  Not Applicable.

         (b)  Pro Forma Financial Information.

                  Not Applicable.

         (c)  Exhibits.

                  EXHIBIT NO.             DOCUMENT DESCRIPTION
                  -----------             --------------------

                  4.2/A             Amendment Deed Supplementary Terms Notice
                                    dated September 26, 2003.



                                       2
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf,  as Trust
Manager  for the  Crusade  Global  Trust  No.  1 of  2001,  by the  undersigned,
thereunto duly authorized.



                                    Crusade Management Limited,
                                    as Trust Manager for the Crusade Global
                                    Trust No. 1 of 2001
                                    --------------------------------------------
                                    (Registrant)



Dated: October 3, 2003              By:    /S/  ROGER DESMARCHELIER
                                       -----------------------------------------
                                    Name:   Roger Desmarchelier
                                    Title:  Executive Manager




                                       3
<PAGE>


                                  EXHIBIT INDEX

-----------  -------------------------------------------------------------------
EXHIBIT NO.  DOCUMENT DESCRIPTION
-----------  -------------------------------------------------------------------

4.2/A        Amendment Deed Supplementary Terms Notice dated September 26, 2003.






                                       4
<PAGE>


                                  EXHIBIT 4.2/A

                                                                  Amendment Deed
                                                      Supplementary Terms Notice






                                         PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                                       (Trustee)

                                                      CRUSADE MANAGEMENT LIMITED
                                                                       (Manager)

                                                          ST.GEORGE BANK LIMITED
                                                               (Approved Seller)

                                                          ST.GEORGE BANK LIMITED
                                                                      (Servicer)

                                                          ST.GEORGE BANK LIMITED
                                                                   (Indemnifier)

                                                 ST.GEORGE CUSTODIAL PTY LIMITED
                                                                     (Custodian)

                                                                    P.T. LIMITED
                                                              (Security Trustee)

                                                        WILMINGTON TRUST COMPANY
                                                                  (Note Trustee)


                                              Crusade Global Trust No. 1 of 2001


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



                                       (C) Copyright Allens Arthur Robinson 2003
<PAGE>

Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------



TABLE OF CONTENTS

1.       DEFINITIONS AND INTERPRETATION                                 1
         1.1      Definitions                                           1
         1.2      Interpretation                                        2

2.       AMENDMENTS                                                     2

3.       CONFIRMATION                                                   2

4.       EFFECTIVE DATE                                                 2

5.       GOVERNING LAW AND JURISDICTION                                 2

6.       COUNTERPARTS                                                   2

ANNEXURE A                                                              7



                                                                        Page (i)
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Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------


DATE                                                2003
--------

PARTIES
--------
1.       PERPETUAL TRUSTEES  CONSOLIDATED  LIMITED (ABN 81 004 029 841) of Level
         7, 39 Hunter  Street,  Sydney,  New South Wales 2000 in its capacity as
         trustee of Crusade Global Trust No. 1 of 2001 (TRUSTEE)

2.       CRUSADE  MANAGEMENT  LIMITED  (ABN 90 072 715  916) of 4-16  Montgomery
         Street, Kogarah, Sydney, New South Wales 2217 (MANAGER)

3.       ST GEORGE BANK LIMITED (ABN 92 055 513 070) of 4-16 Montgomery  Street,
         Kogarah, New South Wales 2217 (APPROVED SELLER)

4.       ST GEORGE BANK LIMITED (ABN 92 055 513 070) of 4-16 Montgomery  Street,
         Kogarah, New South Wales 2217 (SERVICER)

5.       ST GEORGE BANK LIMITED (ABN 92 055 513 070) of 4-16 Montgomery  Street,
         Kogarah, New South Wales 2217 (INDEMNIFIER)

6.       ST  GEORGE  CUSTODIAL  PTY  LIMITED  (ABN  87 003  347  411) of 4-16
         Montgomery Street, Kogarah, New South Wales 2217 (CUSTODIAN)

7.       P.T LIMITED (ABN 67 004 454 666) of Level 7, 39 Hunter  Street  Sydney,
         New South Wales 2000 (SECURITY TRUSTEE)

8.       WILMINGTON  TRUST  COMPANY of Rodney  Square  North,  1100 North Market
         Street Wilmington Delaware 19890-0001 (NOTE TRUSTEE)


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

A        The parties  are parties to the  Supplementary  Terms  Notice  dated 11
         September  2001 (the  SUPPLEMENTARY  TERMS  NOTICE) in  relation to the
         Crusade Global Trust No 1 of 2001 (the RELEVANT TRUST).

B        The parties wish to amend the Supplementary  Terms Notice in the manner
         set out in this deed.


1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------
1.1      DEFINITIONS

         Words and expressions  defined in the  Supplementary  Terms Notice have
         the same  meaning  when used in this deed unless the context  otherwise
         requires or unless otherwise defined in this deed.


                                                                          Page 1
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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------


1.2      INTERPRETATION

         Clause 2 of the  Supplementary  Terms Notice applies as if incorporated
         in this deed and as if  references  to the  Supplementary  Terms Notice
         were references to this deed.


2.       AMENDMENTS
--------------------------------------------------------------------------------
         The  Supplementary  Terms  Notice  is  amended  to  read  as set out in
         Annexure A.


3.       CONFIRMATION
--------------------------------------------------------------------------------

         The Manager:
         (a)      confirms  that it has  complied  with  clause 33 of the Master
                  Trust Deed in respect of the amendments  contemplated  by this
                  deed on the basis  that the  amendments  to the  supplementary
                  Terms Notice made by this deed are  appropriate  and expedient
                  as a consequence  of  amendments to the Income Tax  Assessment
                  Act 1997 (Cth) and are  desirable  to enable the  provision of
                  the  supplementary  Terms  Notice  to  be  more  conveniently,
                  advantageously and economically administered.

         (b)      advises the Trustee and the Note Trustee that those amendments
                  are appropriate as a consequence of an amendment to statute or
                  regulation or altered  requirements of a Government  Agency or
                  are otherwise desirable.


4.       EFFECTIVE DATE
--------------------------------------------------------------------------------

         This  deed  takes  effect,  and the  parties  agree  to be bound by the
         Supplementary  Terms  Notice as amended by this deed,  from the date of
         this deed or such other date as the parties may agree.


5.       GOVERNING LAW AND JURISDICTION
--------------------------------------------------------------------------------

         This  deed is  governed  by the laws of New  South  Wales.  Each of the
         parties submits to the non-exclusive  jurisdiction of courts exercising
         jurisdiction there.


6.       COUNTERPARTS
--------------------------------------------------------------------------------

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



                                                                          Page 2
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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------

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




TRUSTEE

SIGNED SEALED AND DELIVERED for PERPETUAL
TRUSTEES CONSOLIDATED LIMITED by its attorney
under power of attorney in the presence of:

----------------------------------------        --------------------------------
Witness Signature                               Attorney Signature

----------------------------------------        --------------------------------
Print Name                                      Print Name



MANAGER

SIGNED SEALED AND DELIVERED for CRUSADE
MANAGEMENT LIMITED by its attorney under
power of attorney in the presence of:

----------------------------------------        --------------------------------
Witness Signature                               Attorney Signature

----------------------------------------        --------------------------------
Print Name                                      Print Name




                                                                          Page 3
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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------


APPROVED SELLER

SIGNED SEALED AND DELIVERED for ST GEORGE
BANK LIMITED by its attorney under power of
attorney in the presence of:


----------------------------------------        --------------------------------
Witness Signature                               Attorney Signature

----------------------------------------        --------------------------------
Print Name                                      Print Name



SERVICER

SIGNED SEALED AND DELIVERED for ST GEORGE
BANK LIMITED by its attorney under power of
attorney in the presence of:


----------------------------------------        --------------------------------
Witness Signature                               Attorney Signature

----------------------------------------        --------------------------------
Print Name                                      Print Name




INDEMNIFIER

SIGNED SEALED AND DELIVERED for ST GEORGE
BANK LIMITED by its attorney under power of
attorney in the presence of:


----------------------------------------        --------------------------------
Witness Signature                               Attorney Signature

----------------------------------------        --------------------------------
Print Name                                      Print Name



                                                                          Page 4
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CUSTODIAN

SIGNED SEALED AND DELIVERED for ST GEORGE  CUSTODIAL PTY LIMITED by its attorney
under power of attorney in the presence of:



----------------------------------------        --------------------------------
Witness Signature                               Attorney Signature

----------------------------------------        --------------------------------
Print Name                                      Print Name




SECURITY TRUSTEE

SIGNED SEALED AND DELIVERED for P.T.
LIMITED by its attorney  under power of attorney
in the presence of:


----------------------------------------        --------------------------------
Witness Signature                               Attorney Signature

----------------------------------------        --------------------------------
Print Name                                      Print Name




NOTE TRUSTEE

SIGNED SEALED AND DELIVERED for WILMINGTON
TRUST COMPANY by its attorney under power of
attorney in the presence of:



----------------------------------------        --------------------------------
Witness Signature                               Attorney Signature

----------------------------------------        --------------------------------
Print Name                                      Print Name




                                                                          Page 5
<PAGE>


Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
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                                                                          Page 6
<PAGE>

Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------


ANNEXURE A





                                                      Supplementary Terms Notice


                                         PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                                       (Trustee)

                                                      CRUSADE MANAGEMENT LIMITED


                                              Crusade Global Trust No. 1 of 2001






                                                          ALLENS ARTHUR ROBINSON
                                                               The Chifley Tower
                                                                2 Chifley Square
                                                                 Sydney NSW 2000
                                                                       Australia
                                                           Tel   61  2 9230 4000
                                                            Fax  61  2 9230 5333



                                       (C) Copyright Allens Arthur Robinson 2003





                                                                          Page 7
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<TABLE>
<CAPTION>

TABLE OF CONTENTS
<S>     <C>      <C>                                                                                     <C>

ANNEXURE A                                                                                                 7

1.       INTRODUCTION                                                                                      5

2.       DEFINITIONS AND INTERPRETATION                                                                    5
         2.1      Definitions                                                                              5
         2.2      Interpretation                                                                          27
         2.3      Limitation of liability                                                                 28
         2.4      Knowledge of Trustee                                                                    29

3.       DIRECTION AND TRUST BACK                                                                         29

4.       NOTES                                                                                            29
         4.1      Conditions of Notes                                                                     29
         4.2      Summary of conditions of Notes                                                          33
         4.3      Issue of Notes                                                                          34
         4.4      Trustee's Covenant to Noteholders and the Note Trustee                                  34
         4.5      Repayment of Notes on Payment Dates                                                     34
         4.6      Final Redemption                                                                        35
         4.7      Period During Which Interest Accrues                                                    35
         4.8      Calculation of Interest                                                                 36
         4.9      Step-Up Margin                                                                          36
         4.10     Aggregate receipts                                                                      36

5.       CASHFLOW ALLOCATION METHODOLOGY                                                                  36
         5.1      Total Available Funds                                                                   38
         5.2      Excess Available Income - Reimbursement of Charge Offs and Principal Draws              39
         5.3      Excess Distribution                                                                     39
         5.4      Initial Principal Distributions                                                         40
         5.5      Principal Distributions prior to Stepdown Date                                          41
         5.6      Principal distributions after Stepdown Date                                             42
         5.7      Final Maturity Date                                                                     42
         5.8      Redraws                                                                                 43
         5.9      Determination Date - Payment Shortfall                                                  43
         5.10     Allocating Liquidation Losses                                                           44
         5.11     Insurance claims                                                                        44
         5.12     Payments before Payment Date                                                            44
         5.13     Charge Offs                                                                             45
         5.14     Payments into US$ Account                                                               45
         5.15     Payments out of US$ Account                                                             46
         5.16     Rounding of amounts                                                                     46
         5.17     Manager's Report                                                                        46
         5.18     Payment Priorities Following an Event of Default:  Security Trust Deed                  46
         5.19     Prescription                                                                            46
         5.20     Accounting Procedures:  Principal & Interest                                            46
         5.21     Replacement of Currency Swap                                                            46
         5.22     Notice of calculations                                                                  47
         5.23     Bond Factors                                                                            47


                                                                                                     Page (i)
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--------------------------------------------------------------------------------


         5.24     Loan Offset Interest                                                                    48

6.       MASTER TRUST DEED AND SERVICING AGREEMENT                                                        48
         6.1      Completion of details in relation to Master Trust Deed                                  48
         6.2      Amendments to Master Trust Deed                                                         49
         6.3      Amendments to the Servicing Agreement                                                   86

7.       CALL AND TAX REDEMPTION                                                                          87
         7.1      Call                                                                                    87
         7.2      Tax Event                                                                               87

8.       SUBSTITUTION OF PURCHASED RECEIVABLES                                                            88
         8.1      Approved Seller substitution                                                            88
         8.2      Other substitutions                                                                     88
         8.3      Selection criteria                                                                      89

9.       APPLICATION OF THRESHOLD RATE                                                                    90
         9.1      Calculation of Threshold Rate                                                           90
         9.2      Setting Threshold Rate                                                                  90
         9.3      Loan Offset Deposit Accounts                                                            90

10.      TITLE PERFECTION EVENTS 96

11.      BENEFICIARY                                                                                      90
         11.1     Acknowledgment of Units                                                                 91
         11.2     Residual Capital Unit                                                                   91
         11.3     Residual Income Unit                                                                    91
         11.4     Unit Register                                                                           92

12.      NOTE TRUSTEE                                                                                     93
         12.1     Capacity                                                                                93
         12.2     Exercise of rights                                                                      93
         12.3     Representation and warranty                                                             93
         12.4     Payments                                                                                93
         12.5     Payment to be made on Business Day                                                      93

13.      SECURITY TRUST DEED                                                                              93

14.      CUSTODIAN AGREEMENT                                                                              93

15.      MANAGER'S DIRECTIONS TO BE IN WRITING                                                            94

16.      UNDERTAKINGS BY SELLER AND SERVICER 99

17.      TAX REFORM                                                                                       94
         17.1     Taxation of trusts and consolidated groups                                              94
         17.2     Amending Bill - taxation of trusts                                                      95
         17.3     Group tax liabilities                                                                   95
         17.4     Evidence of tax sharing agreement                                                       95
         17.5     Objective                                                                               96
         17.6     Residual Income Beneficiary                                                             97

SCHEDULE 1                                                                                               101




                                                                                                   Page (ii)
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Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------


SCHEDULE 2                                                                                               102
         Application for A$ Notes                                                                        102
         Crusade Global Trust No. 1 of 2001                                                              104

SCHEDULE 3                                                                                               104
         Note Acknowledgment                                                                             104
         Crusade Global Trust No.1 of 2001                                                               104

SCHEDULE 4                                                                                               106
         Note Transfer and Acceptance                                                                    106
         Crusade Global Trust No.1 of 2001                                                               106





                                                                                                  Page (iii)
</TABLE>

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








                                                                          Page 4
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1.       INTRODUCTION
--------------------------------------------------------------------------------

         This Supplementary  Terms Notice is issued on 27 February 2001 pursuant
         and  subject to the Master  Trust Deed dated 14 March 1998 (the  MASTER
         TRUST DEED) between:

         PERPETUAL TRUSTEES  CONSOLIDATED  LIMITED (ABN 81 004 029 841) of Level
         7, 39 Hunter  Street,  Sydney,  New South Wales 2000 in its capacity as
         trustee of Crusade Global Trust No. 1 of 2001 (the TRUSTEE);

         CRUSADE  MANAGEMENT  LIMITED  (ABN 90 072 715  916) of 4-16  Montgomery
         Street, Kogarah, New South Wales 2217 as Manager (the MANAGER);

         ST.GEORGE BANK LIMITED (ABN 92 055 513 070) of 4-16 Montgomery  Street,
         Kogarah,  New South Wales 2217 in its  capacity as  Servicer,  Approved
         Seller and Indemnifier (ST.GEORGE);

         ST.GEORGE CUSTODIAL PTY LIMITED (ABN 87 003 347 411) of 4-16 Montgomery
         Street, Kogarah, New South Wales 2217 (the CUSTODIAN);

         P.T.  LIMITED (ABN 67 004 454 666) of Level 7, 39 Hunter Street Sydney,
         New South Wales 2000 (the SECURITY TRUSTEE); and

         WILMINGTON  TRUST  COMPANY of Rodney  Square  North,  1100 North Market
         Street,  Wilmington  Delaware  19890-0001  (the NOTE TRUSTEE) which has
         agreed to act as note  trustee in relation to Notes issued by the Trust
         under the Note Trust  Deed and in  accordance  with this  Supplementary
         Terms Notice.

         This Supplementary Terms Notice is issued by the Manager and applies in
         respect of Crusade Global Trust No. 1 of 2001.

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

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

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

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


2.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------
2.1      DEFINITIONS

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

         In  this  Supplementary  Terms  Notice,  and for  the  purposes  of the
         definitions  in the Master  Trust Deed,  the  following  terms have the
         following  meanings  unless  the  contrary  intention  appears.   These



                                                                          Page 5
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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------


         definitions apply only in relation to the Crusade Global Trust No. 1 of
         2001,  and do not apply to any other  Trust (as  defined  in the Master
         Trust Deed).

         A$ CLASS A INTEREST  AMOUNT means,  for any  Quarterly  Payment Date in
         relation  to a  Confirmation  for US$ Notes,  the amount in  Australian
         dollars which is calculated:

         (a)      on a daily  basis  at  AUD-BBR-BBSW,  as  defined  in the ISDA
                  Definitions, as at the first day of the Interest Period ending
                  on  (but  excluding)  that  Payment  Date  with  a  designated
                  maturity  of 90 days (or,  in the case of the  first  Interest
                  Period,  the rate will be determined  by linear  interpolation
                  calculated by reference to the duration of that first Interest
                  Period) plus the relevant Spread;

         (b)      on the A$ Equivalent  of the aggregate of the Invested  Amount
                  of those  Class A Notes as at the  first  day of the  Interest
                  Period ending on (but excluding) that Payment Date; and

         (c)      on the basis of the  actual  number  of days in that  Interest
                  Period and a year of 365 days.

         A$ EQUIVALENT means:

         (a)      in relation to an amount  denominated  or to be denominated in
                  US$, the amount converted to (and denominated in) A$ at the A$
                  Exchange Rate; or

         (b)      in relation to an amount  denominated  or to be denominated in
                  A$, the amount of A$.

         A$ EXCHANGE  RATE means,  on any date,  the rate of exchange (set as at
         the  commencement  of a Currency Swap)  applicable  under that Currency
         Swap for the exchange of United States dollars for Australian dollars.

         A$ NOTEHOLDER means a Noteholder of an A$ Note.

         A$ NOTE means a Class A-3 Note, a Class B Note or a Class C Note.

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

         AMENDMENT DEED means the Amendment Deed  Supplementary  Terms Notice of
         that name dated on or about 30  September  2003  between the parties to
         this Supplementary Terms Notice.

         AGENCY  AGREEMENT means the Agency Agreement dated on or about the date
         of this Deed between the Trustee,  the Manager,  the Note Trustee,  the
         Principal Paying Agent, the other Paying Agents, the Note Registrar and
         the Calculation Agent.

         ARREARS  subsist in  relation to a  Receivable  at any time if, at that
         time, the principal  outstanding  under that Receivable is greater than
         the scheduled principal balance for that Receivable.

         ARREARS PERCENTAGE means, for any Payment Date:

         (a)      the  aggregate  Unpaid  Balance of all  Purchased  Receivables
                  which are in Arrears by 60 consecutive  days or more as at the
                  end  of  the  Collection  Period  immediately  preceding  that
                  Payment Date;

         divided by

         (b)      the aggregate  Unpaid Balance of all Purchased  Receivables as
                  at the end of the Collection Period immediately preceding that
                  Payment Date,


                                                                          Page 6
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         expressed as a percentage.

         ASSET has the meaning in the Master Trust Deed and includes any Loan or
         any  Mortgage  specified  in a Sale  Notice  or any  Mortgage,  Related
         Security or other rights with respect  thereto which is acquired by the
         Trustee for the Trust,  or any  Authorised  Investment  acquired by the
         Trustee.

         AUTHORISED SIGNATORY means:

         (a)      in relation to the Note Trustee,  any duly authorised  officer
                  of the Note  Trustee and any other duly  authorised  person of
                  the Note Trustee;

         (b)      in relation to the Principal Paying Agent, any duly authorised
                  officer  of the  Principal  Paying  Agent and any  other  duly
                  authorised person of the Principal Paying Agent; and

         (c)      in  relation to the  Calculation  Agent,  any duly  authorised
                  officer of the Calculation Agent and any other duly authorised
                  person of the Calculation Agent.

         AVAILABLE  INCOME  means,  in  relation  to the Trust  for any  Monthly
         Collection Period, the total of the following:

         (a)      the Finance Charge  Collections for the Trust for that Monthly
                  Collection Period; plus

         (b)      to the extent not included in paragraph (a):

                  (i)      any amount received by or on behalf of the Trustee in
                           relation to that Monthly  Collection  Period on or by
                           the Monthly  Payment Date  immediately  following the
                           end of that Monthly Collection Period with respect to
                           net  receipts  under  any  Interest  Hedge;

                  (ii)     any interest  income  received by or on behalf of the
                           Trustee  during  that  Monthly  Collection  Period in
                           respect of moneys credited to the Collection  Account
                           in relation to the Trust;

                  (iii)    amounts in the nature of interest  otherwise  paid by
                           the Approved  Seller,  the Servicer or the Manager to
                           the Trustee in respect of Collections held by it;

                  (iv)     all  other  amounts  received  by or on behalf of the
                           Trustee  in  respect  of the  Assets in the nature of
                           income; and

                  (v)      all  amounts  received by or on behalf of the Trustee
                           in  the  nature  of  income   during   that   Monthly
                           Collection  Period  from any  provider  of a  Support
                           Facility  (other  than a Redraw  Facility  Agreement)
                           under that  Support  Facility  and which the  Manager
                           determines  should be  accounted  for in respect of a
                           Finance Charge Loss,

         but  excluding  interest  credited  to a  Support  Facility  Collateral
         Account.

         Available Income, for any Quarterly  Collection Period, means the total
         of the above  amounts for the three  Monthly  Collection  Periods  that
         comprise that Quarterly Collection Period.

         BANK means:

         (a)      for  the  purposes  of  paragraph  (a)  of the  definition  of
                  BUSINESS  DAY  and  the  definition  of  US$  ACCOUNT::

                  (i)      a corporation  authorised  under the Banking Act 1959
                           (Cth)  to  carry  on  general  banking   business  in
                           Australia  or a  corporation  formed or  incorporated
                           under  an
                                                                          Page 7
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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
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                           Act of the  Parliament of an Australian  Jurisdiction
                           to carry on the general business of banking;

                  (ii)     a person  authorised  under the Banking Act 1987 (UK)
                           to carry on a deposit taking business; or

                  (iii)    a banking  institution or trust company  organised or
                           doing business under the laws of the United States of
                           America  or any of its  states;  and


         (b)      in any other case, a corporation  authorised under the Banking
                  Act  1959  (Cth)  to  carry on  general  banking  business  in
                  Australia or a corporation formed or incorporated under an Act
                  of the  Parliament of an Australian  Jurisdiction  to carry on
                  the general business of banking.

         BASIS  SWAP  means,  in  relation  to the  master  interest  rate  swap
         agreement dated on or about the date of this Supplementary Terms Notice
         made between the Trustee in its  capacity as trustee of the Trust,  the
         Manager,  St.George as principal  floating rate payer and Credit Suisse
         First Boston International as standby floating rate payer, on the terms
         of  the  ISDA  Master   Agreement  (with  amendments   thereto),   each
         Transaction (as defined in that  agreement)  entered into in accordance
         with that  agreement in relation to the interest rate risk arising from
         a Floating Rate Loan.

         BBSW REFERENCE BANK means any financial institution authorised to quote
         on the Reuters Screen BBSW Page.

         BENEFICIARY means, in relation to the Trust, the Manager.

         BOND  FACTOR  means a Class A Bond  Factor,  a Class B Bond Factor or a
         Class C Bond Factor.

         BOOK-ENTRY  NOTE means a book-entry  note issued or to be issued by the
         Trustee  in  registered  form  under  clause 3.1 of the Note Trust Deed
         representing  Class A-1 Notes or Class A-2 Notes  substantially  in the
         form of schedule 1 to the Note Trust Deed.

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

         BUSINESS DAY means:

         (a)      in relation to the Note Trust Deed, the Agency Agreement,  any
                  US$ Note,  (including  any  Condition)  and any payment of US$
                  under a Currency Swap, any day, other than a Saturday,  Sunday
                  or public  holiday,  on which  Banks are open for  business in
                  London, Sydney, and New York, or as otherwise specified in the
                  relevant  Condition;  and

         (b)      in relation to any A$ Notes,  any other  Transaction  Document
                  and any payments of A$, any day, other than a Saturday, Sunday
                  or public  holiday,  on which  Banks are open for  business in
                  London, Sydney and New York;

         CALCULATION  AGENT  means  Deutsche  Bank  Trust  Company  America  (as
         successor to) Bankers Trust Company.

         CARRYOVER  CHARGE OFF means,  in relation  to the Trust at any time,  a
         Carryover  Class A Charge  Off,  or a  Carryover  Class B Charge Off, a
         Carryover Class C Charge Off or a Carryover Redraw Charge Off.
                                                                        Page 8
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Amendment Deed
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         CARRYOVER  CLASS A CHARGE OFF  means,  on any  Quarterly  Determination
         Date,  in relation to a Class A Note,  the  aggregate of Class A Charge
         Offs  in  relation  to  that  Class  A Note  prior  to  that  Quarterly
         Determination  Date and which  have not been  reinstated  under  clause
         5.2(a)(ii)(A) or 5.2(a)(ii)(B).

         CARRYOVER  CLASS B CHARGE OFF  means,  on any  Quarterly  Determination
         Date,  in relation to a Class B Note,  the  aggregate of Class B Charge
         Offs prior to that Quarterly Determination Date and which have not been
         reinstated under clause 5.2(a)(iv).

         CARRYOVER  CLASS C CHARGE OFF  means,  on any  Quarterly  Determination
         Date,  in relation to a Class C Note,  the  aggregate of Class C Charge
         Offs prior to that Quarterly Determination Date and which have not been
         reinstated under clause 5.2(a)(v).

         CARRYOVER REDRAW CHARGE OFF means, on any Quarterly Determination Date,
         the   aggregate  of  Redraw   Charge  Offs  prior  to  that   Quarterly
         Determination  Date  and  which  have  not  been  repaid  under  clause
         5.2(a)(ii)(C).

         CLASS where used in relation to the Notes, means each class constituted
         by the Class A-1 Notes,  the Class A-2 Notes,  the Class A-3 Notes, the
         Class B Notes  and the  Class C Notes and  where  used in  relation  to
         Noteholders means the holders of Notes in the relevant Class or Classes
         of Notes.

         CLASS A BOND FACTOR  means,  in  relation to a Quarterly  Determination
         Date  for a Class  of  Class A Notes,  the  aggregate  of the  Invested
         Amounts   for  that   Class  of  Class  A  Notes  for  that   Quarterly
         Determination  Date, less all Class A Principal  Payments to be made on
         the next  Quarterly  Payment  Date  divided  by the  aggregate  Class A
         Initial  Invested  Amounts for that Class of Class A Notes expressed to
         seven decimal places.

         CLASS A CHARGE OFF means,  in relation to a Class A Note, the amount of
         any  reduction in the Class A Stated  Amount for that Note under clause
         5.13(c)(i).

         CLASS A INITIAL INVESTED AMOUNT means, in relation to any Class A Note,
         the Initial Invested Amount of that Class A Note.

         CLASS A INTEREST  means in  relation  to a Class A Note,  all  interest
         accrued  on that  Class A Note in  respect  of an  Interest  Period  in
         accordance with clause 4.8.

         CLASS A NOTE means a Class A-1 Note, Class A-2 Note or Class A-3 Note.

         CLASS A-1 NOTE means a Note  issued as a Class A-1 Note by the  Trustee
         with the  characteristics  of a Class A-1 Note under this Supplementary
         Terms Notice and includes any relevant  Book-Entry Note (or any part or
         interest in) and any relevant Definitive Note.

         CLASS A-1 PROPORTION means, on any date, the aggregate  Invested Amount
         of all Class A-1 Notes at that date divided by the  aggregate  Invested
         Amount of all Class A Notes.

         CLASS A-2 NOTE means a Note  issued as a Class A-2 Note by the  Trustee
         with the  characteristics  of a Class A-2 Note under this Supplementary
         Terms Notice and includes any relevant  Book-Entry Note (or any part or
         interest in) and any relevant Definitive Note.

         CLASS A-2 PROPORTION means, on any date, the aggregate  Invested Amount
         of all Class A-2 Notes at that date divided by the  aggregate  Invested
         Amount of all Class A Notes.

         CLASS A-3 NOTE means a Note  issued as a Class A-3 Note by the  Trustee
         with the  characteristics  of a Class A-3 Note under this Supplementary
         Terms Notice.
                                                                        Page 9
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Amendment Deed
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         CLASS A-3 NOTEHOLDER means a Noteholder of a Class A-3 Note.

         CLASS A-3 PROPORTION means, on any date, the aggregate  Invested Amount
         of all Class A-3 Notes at that date divided by the  aggregate  Invested
         Amount of all Class A Notes.

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

         CLASS A PRINCIPAL  DISTRIBUTION  AMOUNT means,  on any Payment Date, an
         amount equal to the lesser of:

         (a)      the Principal  Collections  remaining for distribution on that
                  Payment   Date  after   payment  of  the   Initial   Principal
                  Distribution; and

         (b)      the greater of:

                  (i)      the A$ Equivalent of the aggregate Invested Amount of
                           the Class A Notes at the beginning of the  Collection
                           Period  ending  immediately  before that Payment Date
                           minus the product of:

                          (A)      95.74%; and

                          (B)      the aggregate Unpaid Balance of the Purchased
                                   Receivables  housing loans as of the last day
                                   of that Collection Period; and

                  (ii) zero.

         CLASS A PRINCIPAL  PAYMENT  means each  payment to the US$  Noteholders
         under clause 5.15,  following a payment under clauses  5.5(b),  5.5(c),
         5.6(b)(i) or 5.6(b)(ii) or each payment to Class A-3 Noteholders  under
         clauses 5.5(d) or 5.6(b)(ii).

         CLASS A STATED AMOUNT means, on a Quarterly  Determination  Date and in
         relation to a Class A Note, an amount equal to:

         (a)      the Class A Initial Invested Amount for that Note; less

         (b)      the  aggregate of all Class A Principal  Payments  made before
                  that  Determination  Date with  respect  to that Class A Note;
                  less

         (c)      Carryover  Class A Charge  Offs (if any) made in  relation  to
                  that Class A Note; less

         (d)      Class A Principal  Payments (if any) to be made in relation to
                  that Class A Note on the next Payment  Date;  less

         (e)      Class A Charge  Offs (if any) to be made in  relation  to that
                  Class A Note on the next Payment Date; plus

         (f)      the amount (if any) of the Excess  Available Income applied in
                  reinstating  the  Stated  Amount  of that  Class A Note  under
                  clause 5.2(a)(ii) on that Determination Date.

         CLASS B BOND FACTOR  means,  on a  Quarterly  Determination  Date,  the
         aggregate  of the  Invested  Amounts  for all  Class B Notes  for  that
         Quarterly  Determination Date less all Class B Principal Payments to be
         made on the next Quarterly  Payment Date divided by the aggregate Class
         B Initial  Invested  Amounts for all Class B Notes  expressed  to seven
         decimal places.

         CLASS B CHARGE OFF means,  in relation to a Class B Note, the amount of
         any  reduction in the Class B Stated  Amount for that Note under clause
         5.13(b).
                                                                        Page 10
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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------

         CLASS B INITIAL INVESTED AMOUNT means, in relation to any Class B Note,
         the Initial Invested Amount of that Class B Note.

         CLASS B INTEREST  means,  in relation to a Class B Note,  all  interest
         accrued  on that  Class B Notes in  respect  of an  Interest  Period in
         accordance with clause 4.8.

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

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

         CLASS B PRINCIPAL  DISTRIBUTION  AMOUNT means,  on any Payment Date, an
amount equal to the lesser of:

         (a)      the Principal  Collections  remaining for distribution on that
                  Payment   Date  after   payment  of  the   Initial   Principal
                  Distributions and the Class A Principal  Distribution  Amount;
                  and

         (b)      the greater of:

                  (i)      the  aggregate  Invested  Amount on the Class A Notes
                           (after taking into account the payment of the Class A
                           Principal  Distribution  Amount on that Payment Date)
                           plus the  aggregate  Invested  Amount  of the Class B
                           Notes  at  the  beginning  of the  Collection  Period
                           ending immediately before that Payment Date minus the
                           product of:

                           (A)      99.50% and

                           (B)      the   aggregate   Unpaid   Balance   of  the
                                    Purchased  Receivables as of the last day of
                                    that Collection Period; and

                  (ii) zero.

         CLASS B PRINCIPAL PAYMENT means each payment to the Class B Noteholders
under clauses 5.5(e) or 5.6(c).

         CLASS B STATED AMOUNT means, on a Quarterly  Determination  Date and in
         relation to a Class B Note, an amount equal to:


         (a)      the Class B Initial Invested Amount for that Note; less

         (b)      the  aggregate of all Class B Principal  Payments  made before
                  that  Determination  Date with  respect  to that Class B Note;
                  less

         (c)      Carryover  Class B Charge  Offs (if any) made in  relation  to
                  that Class B Note;  less

         (d)      Class B Principal  Payments (if any) to be made in relation to
                  that Class B Note on the next Payment  Date;  less

         (e)      Class B Charge  Offs (if any) to be made in  relation  to that
                  Class B Note on the next Payment Date; plus

         (f)      the amount (if any) of the Excess  Available Income applied in
                  reinstating  the  Stated  Amount  of that  Class B Note  under
                  clause 5.2(a)(iv) on that Determination Date.

         CLASS C BOND FACTOR  means,  on a  Quarterly  Determination  Date,  the
         aggregate  of the  Invested  Amounts  for all  Class C Notes  for  that
         Quarterly  Determination Date less all Class C Principal

                                                                        Page 11
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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------

         Payments to be made on the next  Quarterly  Payment Date divided by the
         aggregate  Class C  Initial  Invested  Amounts  for  all  Class C Notes
         expressed to seven decimal places.

         CLASS C CHARGE OFF means,  in relation to a Class C Note, the amount of
         any  reduction in the Class C Stated  Amount for that Note under clause
         5.13(a).

         CLASS C INITIAL INVESTED AMOUNT means, in relation to any Class C Note,
         the Initial Invested Amount of that Class C Note.

         CLASS C  INTEREST  means in  relation  to a Class C Note  all  interest
         accrued  on that  Class C Note in  respect  of an  Interest  Period  in
         accordance with clause 4.8.

         CLASS C NOTE means a Note issued as a Class C Note by the Trustee  with
         the  characteristics of a Class C Note under this  Supplementary  Terms
         Notice.

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

         CLASS C PRINCIPAL  DISTRIBUTION  AMOUNT means,  on any Payment Date, an
         amount equal to the lesser of:

         (a)      the Principal  Collections  remaining for distribution on that
                  Payment   Date  after   payment  of  the   Initial   Principal
                  Distributions,  the Class A Principal  Distribution Amount and
                  the Class B Principal Distribution Amount; and

         (b)      the greater of:

                  (i)     the  aggregate  Invested  Amount  of the Class A Notes
                          (after  taking into account the payment of the Class A
                          Principal  Distribution  Amount on that Payment  Date)
                          plus the  aggregate  Invested  Amount  of the  Class B
                          Notes  (after  taking into  account the payment of the
                          Class B Principal  Distribution Amount on that Payment
                          Date) plus the aggregate  Invested Amount of the Class
                          C Notes  at the  beginning  of the  Collection  Period
                          ending  immediately before that Payment Date minus the
                          product of:

                          (A)      100.00%; and

                          (B)      the aggregate Unpaid Balance of the Purchased
                                   Receivables  as  of  the  last  day  of  that
                                   Collection Period; and

                  (ii) zero.

         CLASS C PRINCIPAL PAYMENT means each payment to the Class C Noteholders
         under clause 5.5(f) or 5.6(d).

         CLASS C STATED AMOUNT means, on a Quarterly  Determination  Date and in
         relation to a Class C Note, an amount equal to:

         (a)      the Class C Initial Invested Amount for that Note; less

         (b)      the  aggregate of all Class C Principal  Payments  made before
                  that  Determination  Date with  respect  to that Class C Note;
                  less

         (c)      Carryover  Class C Charge  Offs (if any) made in  relation  to
                  that Class C Note; less

         (d)      Class C Principal  Payments (if any) to be made in relation to
                  that Class C Note on the next Payment Date; less

                                                                        Page 12
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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------

         (e)      Class C Charge  Offs (if any) to be made in  relation  to that
                  Class C Note on the next Payment Date; plus

         (f)      the amount (if any) of the Excess  Available Income applied in
                  reinstating  the  Stated  Amount  of that  Class C Note  under
                  clause 5.2(a)(v) on that Determination Date.

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

         CLOSING DATE means,  in relation to the Trust, 28 February 2001 or such
         later date as may be agreed between the Trustee and the Note Manager.

         COLLECTION  ACCOUNT  means,  in relation to the Trust,  the  Australian
         dollar  account  number 8371 56971 BSB 012--003 with  Australia and New
         Zealand  Banking  Group (ABN 11 005 357 522), at its office at Cnr Pitt
         and Hunter Streets,  Sydney or any other account opened under clause 13
         of this  Supplementary  Terms  Notice or clause 21 of the Master  Trust
         Deed and maintained by the Trustee with an Approved Bank,  under clause
         21 of the Master Trust Deed.

         COLLECTION  PERIOD  means a Monthly  Collection  Period or a  Quarterly
         Collection Period.

         COLLECTIONS  means,  in  relation  to the Trust  for a period,  Finance
         Charge Collections and Principal Collections for that period.

         COMMON  DEPOSITORY means Cede & Co, as depository for DTC, or any other
         common depository for DTC or any Clearing Agency appointed from time to
         time to hold any Book-Entry Note.

         CONDITIONS  means the  Conditions for the US$ Notes in the form set out
         in schedule 3 to the Note Trust Deed (but, so long as the US$ Notes are
         represented  by Book-Entry  Notes,  with the deletion of any provisions
         which are  applicable  only to the Definitive  Notes),  as the same may
         from time to time be modified  in  accordance  with this  Supplementary
         Terms  Notice  and  the  Note  Trust  Deed.   Any   reference  in  this
         Supplementary  Terms Notice to a particular numbered Condition shall be
         construed accordingly.

         CONFIRMATION  means, in respect of the Currency Swap, any  Confirmation
         (as defined in the Currency Swap).

         CSFB means Credit Suisse First Boston Corporation.

         CURRENCY  SWAP  means,  in  relation  to the master  interest  rate and
         currency  exchange  agreement  dated  on or  about  the  date  of  this
         Supplementary  Terms  Notice  between  the  Trustee in its  capacity as
         trustee  of  the  Trust,  the  Manager,   Credit  Suisse  First  Boston
         International  as  principal  currency  swap  provider  and the Standby
         Currency Swap Provider as standby currency swap provider,  on the terms
         of  the  ISDA  Master   Agreement  (with  amendments   thereto),   each
         Transaction (as defined in that  agreement)  entered into in accordance
         with that  agreement  under which the principal or standby (as the case
         may be) swap  provider,  agrees to pay  certain  amounts  in US$ to the
         Trustee  in  exchange  for  certain  amounts  in A$ or any other  Hedge
         Agreement on similar terms which,  if entered into,  will not result in
         the downgrading of, or withdrawal of the ratings for, any Notes.

         CUSTODIAN AGREEMENT means the agreement so entitled dated 19 March 1998
         between the Trustee, the Manager and the Custodian.

                                                                        Page 13
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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
--------------------------------------------------------------------------------


         CUSTODIAN  FEE  means  the fee  payable  under  clause  6.1(d)  of this
         Supplementary Terms Notice and CLAUSE 6.1 of the Custodian Agreement.

         CUT-OFF  DATE  means,  in respect  of each  Receivable  and  Receivable
         Security, close of business, 16 February 2001.

         DEFINITIVE  NOTE means a note in  definitive  form  (whether  bearer or
         registered)  issued or to be issued in respect  of any US$ Note  under,
         and in the  circumstances  specified  in,  clause 3.3 of the Note Trust
         Deed, and includes any  replacement  for a Definitive Note issued under
         Condition 11.

         DESIGNATED RATING AGENCY means S&P, Moody's or Fitch.

         DETERMINATION  DATE means a Monthly  Determination  Date or a Quarterly
         Determination Date.

         DTC means the Depository Trust Company.

         EFFECTIVE DATE means the date of the Amendment Deed.

         ELIGIBILITY CRITERIA means the criteria set out in the schedule to this
         Supplementary  Terms  Notice,   subject  to  the  Trustee  and  Manager
         receiving  confirmation  from the Designated  Rating  Agencies that the
         criteria will not adversely affect the Rating.

         ENFORCEMENT  EXPENSES  means  the costs and  expenses  incurred  by the
         Approved  Seller or the Servicer in connection  with the enforcement of
         any Purchased  Receivables or the related Receivable Rights referred to
         in clause 6.2(a) of the Servicing Agreement.

         EXCESS AVAILABLE INCOME means, for a Quarterly  Collection  Period, the
         amount (if any) by which the Total  Available  Funds for the  Quarterly
         Collection   Period  exceeds  the  Total  Payments  for  the  Quarterly
         Collection Period.

         EXCESS  DISTRIBUTION  means,  in  relation  to a  Quarterly  Collection
         Period,  the amount (if any) by which the Excess  Available  Income for
         that  Quarterly  Collection  Period  exceeds the amounts  applied under
         clause  5.2 on each  Determination  Date  relating  to  that  Quarterly
         Collection Period.

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

         FINAL MATURITY DATE means the date specified in clause 4.2(i).

         FINANCE CHARGE  COLLECTIONS means, for a Monthly Collection Period, the
         aggregate of:


         (a)      the  aggregate of all amounts  received by or on behalf of the
                  Trustee  during that Monthly  Collection  Period in respect of
                  interest,  fees and  other  amounts  in the  nature  of income
                  payable under or in respect of the Purchased  Receivables  and
                  the  related  Receivable  Rights,  to the extent not  included
                  within any other paragraph of this definition,  including:

                  (i)      any Liquidation Proceeds on account of interest;

                  (ii)     any payments by the Approved Seller to the Trustee on
                           the  repurchase of a Purchased  Receivable  under the
                           Master  Trust Deed  during  that  Monthly  Collection
                           Period which are attributable to interest;

                  (iii)    any  Break  Payments  received  during  that  Monthly
                           Collection  Period;

                  (iv)     any amount  received by the Trustee from the Approved
                           Seller under clause 5.24 with respect to that Monthly
                           Collection Period attributable to interest; and

                                                                        Page 14
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Supplementary Terms Notice                          Allens Arthur Robinson[logo]
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                  (v)      any interest on  Collections  payable by the Approved
                           Seller  under  clause  5.2(b)(ii)  of  the  Servicing
                           Agreement  (as  amended by this  Supplementary  Terms
                           Notice).

         (b)      all amounts in respect of interest,  fees and other amounts in
                  the nature of income,  received by or on behalf of the Trustee
                  during that Monthly Collection Period including:

                  (i)      from the Approved Seller, in respect of any breach of
                           a representation,  warranty or undertaking  contained
                           in the Master Trust Deed or this Supplementary  Terms
                           Notice;

                  (ii)     from the Approved  Seller under any obligation  under
                           the  Master  Trust Deed or this  Supplementary  Terms
                           Notice to indemnify or reimburse  the Trustee for any
                           amount;

                  (iii)    from the  Servicer  in  respect  of any  breach  of a
                           representation,  warranty or undertaking contained in
                           the Servicing Agreement;

                  (iv)     from the  Servicer  under  any  obligation  under the
                           Servicing  Agreement to  indemnify  or reimburse  the
                           Trustee for any  amount;

                  (v)      from the  Custodian  in  respect  of any  breach of a
                           representation,  warranty or undertaking contained in
                           the  Custodian  Agreement;

                  (vi)     from the  Custodian  under any  obligation  under the
                           Custodian  Agreement to  indemnify  or reimburse  the
                           Trustee  for any amount;

                  (vii)    from the  Indemnifier  under the Indemnity in respect
                           of any losses  arising from a breach by the Custodian
                           of its  obligations  under the  Custodian  Agreement;

                  (viii)   from the Trustee in its personal  capacity in respect
                           of  any  breach  of  a  representation,  warranty  or
                           undertaking in respect of which it is not entitled to
                           be indemnified out of the Assets of the Trust, or any
                           indemnity  from the Trustee in its personal  capacity
                           contained in the Transaction Documents; and

                  (ix)     from  the  Manager  in  respect  of any  breach  of a
                           representation,   warranty  or   undertaking  of  the
                           Manager  in  respect  of a breach  of which it is not
                           entitled to be  indemnified  out of the Assets of the
                           Trust,  or any indemnity from the Manager,  contained
                           in the Transaction Documents,

                  in each case  which are  determined  by the  Manager  to be in
                  respect of interest,  fees and other  amounts in the nature of
                  income payable under the Purchased Receivables and the related
                  Receivable Rights; and

         (c)      Recoveries in the nature of income received by or on behalf of
                  the Trustee during that Monthly Collection Period;

         less:

         (d)      the  Government  Charges  collected  by or on  behalf  of  the
                  Trustee  for  that  Monthly  Collection  Period;  and

         (e)      the aggregate of all bank fees and charges due to the Servicer
                  or the Approved  Seller as agreed by them and  consented to by
                  the Trustee  (that  consent not to be  unreasonably

                                                                        Page 15
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Supplementary Terms Notice                          Allens Arthur Robinson[logo]
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                  withheld)from  time  to time  and  collected  by the  Approved
                  Seller or the Servicer during that Monthly Collection Period.

         For a Quarterly  Collection  Period,  it means the  aggregate  of those
         amounts relating to the three Monthly  Collection Periods that comprise
         that Quarterly Collection Period.

         FINANCE  CHARGE LOSS  means,  for a Quarterly  Collection  Period,  the
         amount of any Liquidation Loss referred to in clause 5.10(a).

         FIXED RATE LOAN means,  at any time,  any  Purchased  Receivable  which
         bears a fixed rate of interest at that time.

         FLOATING RATE LOAN means, at any time, any Purchased  Receivable  which
         bears a variable  rate set, as  permitted  by the  relevant  Receivable
         Agreement, at the discretion of the Approved Seller.

         GOVERNMENT  CHARGES means, for any Collection  Period, the aggregate of
         all amounts  collected by the  Servicer or the Approved  Seller in that
         Collection  Period in  respect  of the  Purchased  Receivables  and the
         related  Receivable Rights  representing  financial  institutions duty,
         bank accounts debit tax or similar Taxes.

         HEDGE  AGREEMENT in relation to the Trust  includes any Interest  Hedge
         and the Currency Swap.

         HOUSING LOAN PRINCIPAL  means,  in relation to a Purchased  Receivable,
         the principal amount of that Purchased Receivable from time to time.

         INCOME  DISTRIBUTION  DATE means,  for the purposes of the Master Trust
         Deed, each Payment Date.

         INDEMNIFIER means St.George.

         INDEMNITY  means  the  deed  of  indemnity  between  the  Trustee,  the
         Indemnifier,  the Manager and the Custodian  dated on or about the date
         of this Supplementary Terms Notice.

         INFORMATION  MEMORANDUM means the Prospectus  relating to the Trust and
         the US$ Notes and the Information Memorandum dated on or about the date
         of this  Supplementary  Terms  Notice  relating to the Trust and the A$
         Notes.

         INITIAL  INVESTED AMOUNT means, in respect of a Note, the amount stated
         as the Initial Invested Amount for that Note in clause 4.2(e).

         INITIAL  PRINCIPAL  DISTRIBUTION  means any  distribution  of Principal
         Collections in accordance with clause 5.4(c).

         INTEREST means Class A Interest, Class B Interest or Class C Interest.

         INTEREST HEDGE means the Basis Swap or an Interest Rate Swap.

         INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed,
         each Quarterly Payment Date.

         INTEREST PERIOD means:

         (a)      in relation to the first Interest Period of a Note, the period
                  commencing on (and  including)  the Closing Date and ending on
                  (but excluding) the first  Quarterly  Payment Date; and

         (b)      in  relation  to  the  final  Interest   Period,   the  period
                  commencing on (and including) the Quarterly Payment Date prior
                  to the day on which all amounts due on such Notes are redeemed
                  in full in  accordance  with  the  Transaction  Documents  and
                  ending  on (but


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                   excluding)  such day;  provided  that if the Stated Amount of
                   any  Note on the due  date  for  redemption  is not  zero and
                   payment of principal due is  improperly  withheld or refused,
                   the final Interest Period shall end on the day on which:

                  (i)      the monies in respect of that Note have been received
                           by the Note Trustee or the Principal Paying Agent and
                           notice to that  effect has been  given in  accordance
                           with  the  relevant  Condition;  or

                  (ii)     the  Stated  Amount of that Note has been  reduced to
                           zero provided that Interest shall thereafter begin to
                           accrue  from  (and  including)  any date on which the
                           Stated Amount of that Note becomes greater than zero;
                           and

         (c)      in  relation  to  each  other  Interest  Period,  each  period
                  commencing  on (and  including)  a Quarterly  Payment Date and
                  ending on (but excluding) the next Quarterly Payment Date.

         INTEREST RATE means, in relation to:

         (a) a Class A-1 Note and an Interest Period:

                  (i)     up  to,  and  including  the  Quarterly  Payment  Date
                          falling in January  2002,  LIBOR in  relation  to that
                          Interest  Period  minus the  relevant  Margin  for the
                          Class A-1 Notes;

                  (ii)    from but excluding the Quarterly  Payment Date falling
                          in January  2002,  LIBOR in relation to that  Interest
                          Period  plus the  relevant  Margin  for the  Class A-1
                          Notes;

         (b)      a Class A-2 Note and an Interest Period,  LIBOR in relation to
                  that  Interest  Period plus the relevant  Margin for the Class
                  A-2 Notes;

         (c)      an A$ Note and an Interest  Period,  the Three Month Bank Bill
                  Rate  on the  first  day of  that  Interest  Period  plus  the
                  relevant Margin for the relevant A$ Note.

         INTEREST RATE SWAP means, in relation to the master  agreement dated on
         or about the date of this  Supplementary  Terms Notice made between the
         Trustee as trustee of the Trust,  the  Manager,  St.George as principal
         floating  rate payer and Credit  Suisse First Boston  International  as
         standby  floating rate payer, on the terms of the ISDA Master Agreement
         (with  amendments  thereto),  each  Transaction  (as  defined  in  that
         agreement)  entered into in accordance  with that agreement in relation
         to the interest  rate risk  arising from a Receivable  which is a Fixed
         Rate Loan.

         INVESTED AMOUNT means,  on a Determination  Date in relation to a Note,
         the  Initial  Invested  Amount of that  Note  minus  the  aggregate  of
         Principal  Payments  made in  respect  of the  Note on or  before  that
         Determination Date.

         ISDA means the International  Swaps and Derivatives  Association,  Inc.
         (formerly the International Swaps Dealers Association Inc).

         ISDA  DEFINITIONS  means the 2000  Definitions  as amended from time to
         time published by the International Swaps and Derivatives  Association,
         Inc.

         ISDA MASTER  AGREEMENT means the June 1992  Multicurrency-Cross  border
         edition of the Master Agreement published by ISDA, any schedule forming
         part of that Agreement and the relevant addenda to it.

         JOINT LEAD MANAGER means CSFB or St.George Bank Limited.

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         LIBOR means, in relation to any Interest  Period,  the rate of interest
         determined by the Calculation Agent as follows.

         (a)      On the  second  Business  Day  before  the  beginning  of each
                  Interest  Period (each an INTEREST  DETERMINATION  DATE),  the
                  rate  "USD-LIBOR-BBA"  as the applicable  Floating Rate Option
                  under the ISDA  Definitions  being the rate  applicable to any
                  Interest Period for three-month  (or, in the case of the first
                  Interest  Period,  the  rate  will  be  determined  by  linear
                  interpolation  calculated by reference to the duration of that
                  first Interest Period) deposits in US Dollars which appears on
                  the Telerate Page 3750 as of 11.00am,  London time, determined
                  on the Interest  Determination  Date by the Calculation Agent.

         (b)      If such rate does not appear on the  Telerate  Page 3750,  the
                  rate for that  Interest  Period will be  determined  as if the
                  Trustee   and   the    Calculation    Agent   had    specified
                  "USD-LIBOR-Reference  Banks" as the  applicable  Floating Rate
                  Option under the ISDA Definitions. "USD-LIBOR-Reference Banks"
                  means that the rate for an Interest  Period will be determined
                  on the basis of the rates at which  deposits in US Dollars are
                  offered by the REFERENCE  BANKS (being four major banks in the
                  London interbank market agreed to by the Calculation Agent and
                  the Currency Swap Provider) at approximately  11.00am,  London
                  time, on the Interest Determination Date to prime banks in the
                  London  interbank  market for a period of three months (or, in
                  the  case of the  first  Interest  Period,  the  rate  will be
                  determined by linear interpolation  calculated by reference to
                  the duration of that first Interest Period)  commencing on the
                  first  day  of the  Interest  Period  and in a  Representative
                  Amount (as defined in the ISDA  Definitions).  The Calculation
                  Agent will request the principal  London office of each of the
                  Reference  Banks to  provide a  quotation  of its rate.  If at
                  least  two such  quotations  are  provided,  the rate for that
                  Interest Period will be the arithmetic mean of the quotations.
                  If fewer than two  quotations  are provided as requested,  the
                  rate for that Interest  Period will be the arithmetic  mean of
                  the rates  quoted by not less than two major banks in New York
                  City,  selected by the Calculation Agent and the Currency Swap
                  Provider,  at  approximately  11.00am,  New York City time, on
                  that  Interest  Determination  Date for loans in US Dollars to
                  leading  European  banks for a period of three  months (or, in
                  the  case of the  first  Interest  Period,  the  rate  will be
                  determined by linear interpolation  calculated by reference to
                  the duration of that first Interest Period)  commencing on the
                  first  day  of the  Interest  Period  and in a  Representative
                  Amount.

         (c)      If no such rates are available in New York City, then the rate
                  for such Interest Period shall be the most recently determined
                  rate in accordance with this paragraph.

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

         LIQUIDATION LOSS means, for a Collection Period, the amount (if any) by
         which the Unpaid Balance of a Purchased  Receivable  (together with the
         Enforcement  Expenses  relating  to the  Purchased  Receivable  and the
         related Receivable Rights) exceeds the Liquidation Proceeds in relation
         to the Purchased Receivable for that Collection Period.

         LIQUIDATION  PROCEEDS means, in relation to a Purchased  Receivable and
         the related  Receivable  Rights which have been or are being  enforced,
         all amounts  recovered in respect of the  enforcement

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         of the Purchased Receivable and the related Receivable Rights (but does
         not include the proceeds of any Mortgage Insurance Policy).

         LOAN OFFSET DEPOSIT ACCOUNT means any deposit account  maintained by an
         Obligor under a Purchased  Receivable with the Approved Seller where an
         amount  equal to the  interest  which  would  otherwise  accrue on that
         account  is offset  against  moneys  owed by that  Obligor  under  that
         Purchased  Receivable,  in  accordance  with  the  relevant  Receivable
         Agreement.

         LOAN OFFSET  INTEREST  AMOUNT means, in relation to any Obligor under a
         Purchased Receivable, the amount of any interest which would be payable
         by the  Approved  Seller to that  Obligor  on amounts  standing  to the
         credit of the Obligor's  Loan Offset Deposit  Account,  if interest was
         payable on that account.

         LVR means in relation to a Loan, the  outstanding  amount of that Loan,
         plus any other amount  secured by any Mortgage for that Loan or related
         Loans,  at the date of  determination  divided by the  aggregate  value
         (determined  at the time the  Mortgage  was  granted) of the  Mortgaged
         Property subject to the related Mortgage for that Loan,  expressed as a
         percentage.

         MARGIN means,  in relation to any Note, the Margin for that Note agreed
         between  the  Manager  and the Joint Lead  Managers  (in the case of A$
         Notes)  and the  Note  Manager  (in the  case  of the US$  Notes),  and
         notified by the Manager to the Trustee  under clause 4.2(d) in relation
         to that Note, as it may be modified under clause 4.9.

         MODIFIED  FOLLOWING BUSINESS DAY CONVENTION has the meaning given to it
         in the ISDA Definitions.

         MONTHLY COLLECTION PERIOD means, in relation to a Monthly Payment Date,
         the  calendar  month which  precedes  the  calendar  month in which the
         Monthly Payment Date occurs. The first Monthly Collection Period is the
         period from (but  excluding)  the Cut-Off  Date to (and  including)  31
         March 2001. The last Monthly  Collection Period is the period from (but
         excluding) the last day of the calendar month that precedes the date on
         which the Trust is terminated under clause 3.5 of the Master Trust Deed
         to (and including) that date.

         MONTHLY  DETERMINATION  DATE  means,  in  relation  to the  Trust for a
         Monthly  Collection  Period, the date which is 2 Business Days prior to
         the Monthly  Payment Date following the end of that Monthly  Collection
         Period.

         MONTHLY PAYMENT DATE means, in relation to a Monthly Collection Period,
         the 20th day of the calendar month that follows that Monthly Collection
         Period, subject to adjustment in accordance with the Modified Following
         Business Day Convention.

         MORTGAGE  INSURER  means  St.George  Insurance  Pte Ltd,  PMI  Mortgage
         Insurance Limited, GE Mortgage Insurance Pty Ltd or the Commonwealth of
         Australia.

         MORTGAGE  SHORTFALL means, in relation to a Purchased  Receivable,  the
         amount  (if a positive  number)  equal to the  Principal  Loss for that
         Purchased Receivable minus the aggregate of:

         (a)      the total amount  recovered and recoverable in respect of that
                  Purchased  Receivable  under the relevant  Mortgage  Insurance
                  Policy, determined to be attributable to principal; and

         (b)      the total amount recovered and recoverable by the Trustee from
                  the  Approved  Seller or the  Servicer (as the case may be) in
                  respect  of that  Purchased  Receivable  (by way of damages or
                  otherwise)  under or in respect of the Master Trust Deed, this
                  Supplementary  Terms


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                           Notice or the  Servicing  Agreement  (as the case may
                           be),  determined by the Manager to be attributable to
                           principal.

         For the purposes of this definition,

         (c)      an  amount  shall  be  regarded  as not  recoverable  upon the
                  earlier of:

                  (i)      a determination  being made, in the case of paragraph
                           (a),  by the  Manager,  and in the case of  paragraph
                           (b), by the Trustee,  in each case upon the advice of
                           such  suitably   qualified  expert  advisers  as  the
                           Manager  or the  Trustee  (as the case may be) thinks
                           fit,  that  there  is no such  amount,  or that  such
                           amount  is  not  likely  to be  recovered  (including
                           because the relevant  Mortgage  Insurance  Policy has
                           been  terminated,  the relevant  Mortgage  Insurer is
                           entitled  to  reduce  the  amount of the claim or the
                           Mortgage Insurer defaults in payment of a claim); and

                  (ii)     the date which is two years  after the  Determination
                           Date  upon  which  the  relevant  Principal  Loss was
                           determined under clause 5.10; and

         (d)      a Mortgage  Shortfall  arises on the date upon which there are
                  no further  amounts  referred to in (a) and (b) recoverable in
                  respect of the relevant Purchased Receivable.

         NOTE means a Class A Note,  a Class B Note or Class C Note  referred to
in clause 4, and includes:

         (a)      the Conditions relating to a US$ Note; and

         (b)      any interest in a Book-Entry  Note as an account holder with a
                  Clearing Agency.

         NOTEHOLDER means, at any time, the person who:

         (a)      in relation to an A$ Note, is registered as the holder of that
                  Note at that time;

         (b)      in relation to a Definitive Note, is the registered  holder of
                  that  Note (in the case of  registered  Definitive  Notes)  or
                  bearer of that Note (in the case of bearer  Definitive  Notes)
                  at  that  time;  or

         (c)      in relation  to a Note which is  represented  by a  Book-Entry
                  Note, is the registered holder of that Note at that time,

         except  that for the  purposes  of  payments  in respect of  Book-Entry
         Notes,  the right to those  payments  shall be vested,  as against  the
         Trustee and the Note Trustee in respect of the Trust, by payment to the
         Clearing  Agency in  accordance  with and  subject to their  respective
         Conditions  and the provisions of this  Supplementary  Terms Notice and
         the Note  Trust  Deed.  The  words  holder  and  holders  shall  (where
         appropriate) be construed accordingly.

         NOTE MANAGER means the CSFB.

         NOTE REGISTER  means the register kept by the Note Registrar to provide
         for the  registration  and  transfer  of US$ Notes under the Note Trust
         Deed.

         NOTE  REGISTRAR  means Bankers Trust Company  Corporate  Trust & Agency
         Services,  123  Washington  Street,  New York,  New York,  10006 or any
         successor  note  registrar  approved in writing by the Note Trustee and
         appointed under the Agency Agreement.

         NOTE TRUST DEED means the deed so  entitled  dated on or about the date
         of this  Supplementary  Terms  Notice  between  the Note  Trustee,  the
         Trustee and the Manager.

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

         OPTIONAL REDEMPTION DATE means the earlier of:

         (a)      the first  Quarterly  Payment Date  falling on or  immediately
                  after the date on which  the  aggregate  Stated  Amount of all
                  Notes is less  than or equal to 10% of the  aggregate  Initial
                  Invested Amount of all Notes; and

         (b)      the Quarterly Payment Date falling in April 2008.

         PAYMENT DATE means a Monthly Payment Date or a Quarterly Payment Date.

         PAYMENT  SHORTFALL  means,  in relation to any Collection  Period,  the
         amount (if any) by which  Total  Payments  for that  Collection  Period
         exceed the Available Income for that Collection Period.

         PREMISES means the area labelled  "Crusade  Global Trust No. 1 of 2001"
         located in a secure area on Lower Ground Floor,  St.George House,  4-16
         Montgomery  Street,  Kogarah,  New  South  Wales  2217 (or  such  other
         premises  as the  Custodian  proposes,  and the  Trustee  agrees  to in
         writing).

         PRINCIPAL  AMORTISATION  DATE  means,  in  relation  to a Note  for the
         purposes of the Master Trust Deed, each Quarterly Payment Date.

         PRINCIPAL  CHARGE OFF means,  in relation to any  Quarterly  Collection
         Period,  the aggregate of all Mortgage  Shortfalls  for that  Quarterly
         Collection Period.

         PRINCIPAL COLLECTIONS means, for a Collection Period, the aggregate of:

         (a)      all amounts received by or on behalf of the Trustee from or on
                  behalf of Obligors under the Purchased Receivables during that
                  Collection Period in respect of principal,  in accordance with
                  the terms of the Purchased  Receivables,  including  principal
                  prepayments;

         (b)      all other  amounts  received  by or on  behalf of the  Trustee
                  under  or  in  respect  of  principal   under  the   Purchased
                  Receivables  and the  related  Receivable  Rights  during that
                  Collection Period including:

                  (i)      any  Liquidation  Proceeds  on account of  principal;

                  (ii)     any payments by the Approved Seller to the Trustee on
                           the  repurchase of a Purchased  Receivable  under the
                           Master  Trust Deed  during  that  Monthly  Collection
                           Period which are attributable to principal; and

                  (iii)    any amount  received by the Trustee from the Approved
                           Seller under clause 5.24 with respect to that Monthly
                           Collection Period attributable to principal,

         (c)      all amounts  received  by or on behalf of the  Trustee  during
                  that Collection Period from any provider of a Support Facility
                  (other  than the  Currency  Swap but  including  any  Mortgage
                  Insurance  Policy)  under that Support  Facility and which the
                  Manager  determines  should be  accounted  for in respect of a
                  Principal Loss;

         (d)      all amounts  received  by or on behalf of the  Trustee  during
                  that Collection Period:

                  (i)      from the Approved Seller, in respect of any breach of
                           a  representation,  warranty  or  undertaking  of the
                           Approved Seller contained in the Master Trust Deed or
                           this Supplementary Terms Notice;


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                  (ii)     from the Approved  Seller under any obligation of the
                           Approved  Seller  under the Master Trust Deed or this
                           Supplementary  Terms Notice to indemnify or reimburse
                           the Trustee for any amount;

                  (iii)    from the  Servicer,  in  respect of any breach of any
                           representation,   warranty  or   undertaking  of  the
                           Servicer contained in the Servicing Agreement;

                  (iv)     from  the  Servicer   under  any  obligation  of  the
                           Servicer  under the Servicing  Agreement to indemnify
                           or reimburse the Trustee for any amount;

                  (v)      from the  Custodian  in  respect  of any  breach of a
                           representation,   warranty  or   undertaking  of  the
                           Custodian contained in the Custodian Agreement;

                  (vi)     from  the  Custodian  under  any  obligation  of  the
                           Custodian under the Custodian  Agreement to indemnify
                           or reimburse the Trustee for any amount;

                  (vii)    from the  Indemnifier  under the Indemnity in respect
                           of any losses  arising from a breach by the Custodian
                           of  its   obligations   contained  in  the  Custodian
                           Agreement;

                  (viii)   from the Trustee in its personal  capacity in respect
                           of  any  breach  of  a  representation,  warranty  or
                           undertaking  of the Trustee in respect of which it is
                           not entitled to be  indemnified  out of the Assets of
                           the Trust;

                  (ix)     from the Trustee in its personal  capacity  under any
                           obligation  of  the  Trustee  under  the  Transaction
                           Documents to indemnify or reimburse the Trust for any
                           amount;

                  (x)      from  the  Manager  in  respect  of any  breach  of a
                           representation,   warranty  or   undertaking  of  the
                           Manager  contained  in the  Transaction  Documents of
                           which it is not entitled to be indemnified out of the
                           Assets of the Trust; and

                  (xi)     from the Manager under any  obligation of the Manager
                           under  the  Transaction  Documents  to  indemnify  or
                           reimburse the Trust for any amount,

                  in each case,  which are  determined  by the  Manager to be in
                  respect of principal  payable under the Purchased  Receivables
                  and the related Receivable Rights;

         (e)      any  amounts  in the  nature of  principal  received  by or on
                  behalf of the Trustee during that  Collection  Period pursuant
                  to the sale of any Asset  (including  the A$ Equivalent of any
                  amount received by the Trustee on the issue of the Notes which
                  was not used to purchase a Purchased  Receivable  or Purchased
                  Receivable  Security,  and which  the  Manager  determines  is
                  surplus to the  requirements of the Trust);

         (f)      any amount of Excess  Available  Income to be applied to pay a
                  Principal  Charge Off or a Carryover  Charge Off;  and

         (g)      any Excess  Available Income to be applied under clause 5.2 to
                  Principal Draws made on a previous Payment Date,

         less any  amounts  paid by the Trustee to replace a  Receivable  of the
         Trust in accordance with clause 8.

         PRINCIPAL  DRAW  means,  for a Monthly  Collection  Period,  the amount
         calculated  under  clause 5.9 in  relation to that  Monthly  Collection
         Period.

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         PRINCIPAL  ENTITLEMENT means, in relation to a Note for the purposes of
         the Master Trust Deed,  at any time prior to the Final  Maturity  Date,
         the  Invested  Amount  of such  Note at such  time  and,  on the  Final
         Maturity Date or the date on which the Note is fully redeemed under the
         Transaction Documents, the Stated Amount of such Note at such date.

         PRINCIPAL LOSS means, for a Quarterly  Collection Period, the amount of
         any Liquidation Loss for that Quarterly  Collection  Period referred to
         in clause 5.10(b).

         PRINCIPAL  PAYING AGENT means Bankers Trust Company or any successor as
         Principal Paying Agent under the Agency Agreement.

         PRINCIPAL  PAYMENT  means  a  Class  A  Principal  Payment,  a  Class B
         Principal Payment or a Class C Principal Payment.

         PROPERTY  RESTORATION  EXPENSES means costs and expenses incurred by or
         on behalf  of the  Trustee,  or by the  Servicer  under  the  Servicing
         Agreement,  in repairing,  maintaining  or restoring to an  appropriate
         state of repair and condition any Mortgaged Property,  in exercise of a
         power  conferred  on  the  mortgagee   under  the  relevant   Purchased
         Receivable and Relevant Documents.

         PURCHASED  RECEIVABLE  means each Loan  specified  in a Sale Notice and
         purchased  by the  Trustee,  unless the  Trustee  has ceased to have an
         interest in that Loan.

         PURCHASED  RECEIVABLE  SECURITY means each Mortgage specified in a Sale
         Notice and  acquired by the  Trustee,  unless the Trustee has ceased to
         have an interest in that Mortgage.

         QUARTERLY  COLLECTION  PERIOD means in relation to a Quarterly  Payment
         Date, the 3 Monthly  Collection Periods that precede the calendar month
         in  which  the  Quarterly  Payment  Date  falls.  The  first  Quarterly
         Collection  Period is the period from (and excluding) the Cut-Off Date,
         to (and including) 31 March 2001. The last Quarterly  Collection Period
         ends on (and includes) the date on which the Trust is terminated  under
         clause 3.5 of the Master Trust Deed.

         QUARTERLY  DETERMINATION  DATE  means,  in  relation to the Trust for a
         Quarterly Collection Period, the date which is 2 Business Days prior to
         the  Quarterly  Payment  Date  following  the  end  of  that  Quarterly
         Collection Period.

         QUARTERLY PAYMENT DATE has the meaning given in clause 4.2(h).

         RATING means the rating specified in clause 4.2(f).

         RECEIVABLE  means, in relation to the Trust, the rights of the Approved
         Seller or the Trustee (as the case may require)  under or in respect of
         Loans  constituted  upon acceptance of the Approved  Seller's  standard
         loan offer for any of its mortgage  loan  products (or any variation of
         those  products  after a Sale  Notice is or was given) as varied by the
         Approved  Seller's  standard  letter of  variation  if any (unless that
         variation  would  make  that  Receivable   cease  to  comply  with  the
         Eligibility Criteria).

         RECORD DATE means:

         (a)      with respect to a Payment Date for any A$ Note, 4.00pm (Sydney
                  time) on the second Business Day before that Payment Date;

         (b)      with  respect to the  Payment  Date for any  Book-Entry  Note,
                  close of  business  on the second  Business  Day  before  that
                  Payment Date; and


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         (c)      with respect to the Payment Date for any Definitive  Note, the
                  last day of the calendar month before that Payment Date.

         RECOVERY means any amount  received by the Servicer under or in respect
         of a Purchased Receivable and the related Receivable Rights at any time
         after a Finance  Charge Loss or Principal Loss has arisen in respect of
         that  Purchased  Receivable,  provided  that  amount  is not  otherwise
         payable to a Mortgage Insurer under a Mortgage Insurance Policy.

         REDRAW means, in relation to any Collection  Period, an amount provided
         to an Obligor by the Approved  Seller under a Purchased  Receivable  in
         that  Collection  Period  in  respect  of  any  principal   prepayments
         previously  made to the Obligor's  loan account in accordance  with the
         terms of the Obligor's Purchased Receivable.

         REDRAW  CHARGE  OFF means the  amount of any  reduction  in the  Redraw
         Principal  Outstanding under the Redraw Facility Agreement under clause
         5.13.

         REDRAW  FACILITY  AGREEMENT  means,  in  relation  to  the  Trust,  the
         agreement so entitled dated on or about the date of this  Supplementary
         Terms Notice between the Trustee,  the Manager and the Redraw  Facility
         Provider.

         REDRAW FACILITY PROVIDER means, in relation to the Trust, St.George.

         REDRAW  PRINCIPAL  OUTSTANDING  has the  meaning  given  in the  Redraw
         Facility Agreement.

         REDRAW RETENTION AMOUNT has the meaning given in clause 5.8(c).

         REDRAW SHORTFALL means the total amount (if any) of Redraws made by the
         Approved  Seller  for  which it has not been  reimbursed  which  remain
         outstanding after:

         (a)      applying Principal  Collections towards reimbursement of those
                  Redraws under clause 5.4; and

         (b)      without  duplication,  drawing on the Redraw  Retention Amount
                  (if any).

         RESIDUAL CAPITAL UNIT has the meaning given on clause 11.1

         RESIDUAL INCOME UNIT has the meaning given in clause 11.1

         REMITTANCE  DATE means the day which is two (2) Business  Days before a
         Payment Date.

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

         SECOND STEP-UP MARGIN has the meaning given in clause 4.9(b).

         SECURITY  TRUST DEED means the agreement so entitled  dated 21 February
         2001  between  the  Trustee,  the  Manager,  the Note  Trustee  and the
         Security Trustee.

         SECURITY  TRUSTEE'S  FEE means the fee payable under clause 11.2 of the
         Security Trust Deed.

         SELLER LOAN AGREEMENT means the agreement so entitled dated on or about
         the  date of this  Supplementary  Terms  Notice  between  the  Approved
         Seller, the Trustee and the Manager.

         SERVICING AGREEMENT means the agreement so entitled dated 19 March 1998
         between the Trustee, the Manager and the Servicer.


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         SERVICING  FEE  means  the fee  payable  under  clause  6.1(c)  of this
         Supplementary Terms Notice and CLAUSE 6.1 of the Servicing Agreement.

         SPREAD  has the  meaning  given  in the  Currency  Swap in  respect  of
         payments by the Trustee under the Currency Swap.

         STEPDOWN DATE means the Payment Date falling in April 2004.

         STANDBY  CURRENCY SWAP PROVIDER  means,  initially,  DLJ  International
         Capital and  thereafter any other person who is or becomes a party to a
         Currency Swap as Standby  Currency Swap Provider in accordance with the
         provisions of the Currency Swap.

         STATED  AMOUNT  means in  relation  to the  Class A Notes,  the Class A
         Stated  Amount,  in relation  to the Class B Notes,  the Class B Stated
         Amount and in relation to the Class C Notes, the Class C Stated Amount.

         STEP-UP MARGIN has the meaning given in clause 4.9(a).

         SUBSCRIPTION  AGREEMENT  means the  Underwriting  Agreement dated on or
         about the date of this Supplementary  Terms Notice between the Trustee,
         the  Manager,  St.  George  Bank  Limited  and  CSFB,  in  relation  to
         subscription for the Notes.

         SUPPORT  FACILITY means each Support Facility (as defined in the Master
         Trust Deed) which relates to the Trust and includes the Indemnity.

         SUPPORT  FACILITY  COLLATERAL  ACCOUNT means,  in relation to a Support
         Facility, each Collateral Account as defined in that Support Facility.

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

         THREE  MONTH  BANK BILL RATE on any date means the rate  calculated  by
         taking the simple  average of the rates  quoted on the  Reuters  Screen
         BBSW Page at approximately  10.00am,  Sydney time, on each of that date
         and the preceding  two Business Days (each a CALCULATION  DAY) for each
         BBSW  Reference  Bank so quoting (but not fewer than five) as being the
         mean buying and selling  rate for a bill (which for the purpose of this
         definition  means a bill of  exchange  of the  type  specified  for the
         purpose of quoting on the Reuters  Screen BBSW Page)  having a tenor of
         90 days  (or,  where  the  relevant  date is the first day of the first
         Interest  Period,  the rate will be determined by linear  interpolation
         calculated by reference to the duration of that first Interest  Period)
         eliminating the highest and lowest mean rates and taking the average of
         the remaining mean rates and then (if necessary) rounding the resultant
         figure upwards to four decimal places.  If on any Calculation Day fewer
         than five BBSW Reference  Banks have quoted rates on the Reuters Screen
         BBSW  Page,  the rate for that  date  shall be  calculated  as above by
         taking the rates  otherwise  quoted by five of the BBSW Reference Banks
         on application by the parties for such a bill of the same tenor.  If in
         respect  of any  Calculation  Day the  rate  for that  date  cannot  be
         determined in accordance  with the foregoing  procedures  then the rate
         for that  Calculation Day shall mean such rate as is agreed between the
         Manager  and  St.George  having  regard  to  comparable   indices  then
         available.

         THRESHOLD  RATE  means,  at any time,  0.25% per annum plus the minimum
         rate of interest  that must be set on all Purchased  Receivables  where
         permitted  under  the  relevant  Receivable  Agreement  which  will  be
         sufficient  (assuming  that all  relevant  parties  comply  with  their
         obligations at all times under

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         the Transaction  Documents,  the Purchased  Receivables and the related
         Receivable  Rights),  when  aggregated  with the income produced by the
         rate  of  interest  on  all  other  Purchased   Receivables  and  other
         Authorised Investments,  to ensure that the Trustee will have available
         to  it  sufficient   Collections  to  enable  it  to  comply  with  its
         obligations  under the Transaction  Documents  relating to the Trust as
         they fall due  (including  the repayment of any Principal  Draws by the
         Final Maturity Date of all Notes).

         TITLE  PERFECTION EVENT means, in relation to the Trust, the events set
         out in clause 10.

         TOTAL AVAILABLE FUNDS means, for a Collection Period, the aggregate of:

         (a)      the Available Income for that Collection  Period;  and

         (b)      any  Principal  Draw which the Trustee is required to allocate
                  under  clause  5.9 on or  before  the  Payment  Date  for that
                  Collection Period.

         TOTAL INVESTED AMOUNT means, at any time, the sum of:

         (a)      all  Invested  Amounts  of all  US$  Notes;  and

         (b)      the US$ Equivalent of all Invested Amounts of all A$ Notes,

         at that time.

         TOTAL PAYMENTS means, in relation to a Collection  Period,  all amounts
         paid by the Trustee under clause 5.1 on the Payment Date in relation to
         that Collection Period.

         TOTAL STATED AMOUNT means, at any time, the sum of the aggregate of the
         Stated Amounts of all US$ Notes and the aggregate of the US$ Equivalent
         of the Stated Amounts of all Class A-3 Notes, all Class B Notes and all
         Class C Notes at that time.

         TRANSACTION  has the meaning given to it under the relevant ISDA Master
         Agreement.

         TRANSACTION DOCUMENT means each Transaction Document (as defined in the
         Master  Trust  Deed) to the extent  that it  relates to the Trust,  the
         Notes or the Seller Loan Agreement.

         TRIGGER EVENT will subsist on any Payment Date if:

         (a)      both:

                  (i)     the  average  of the  Arrears  Percentages  for the 12
                          Monthly Collection Periods immediately  preceding that
                          Payment  Date (or,  where  that  payment  Date  occurs
                          within 12 months of the Closing  Date,  for the period
                          commencing  on the Closing Date and ending on the last
                          day of the  Collection  Period  immediately  preceding
                          that Payment Date) (the RELEVANT  PERIOD)  exceeds 4%;
                          and

                  (ii)    the  aggregate  Mortgage  Shortfalls  for the Relevant
                          Period exceeds 10% of the aggregate  Initial  Invested
                          Amount of the Class B Notes and the Class C Notes; or

         (b)      on that Payment Date,  the Total Stated Amount of all Notes is
                  equal to or less  than  10% of the  aggregate  of the  Initial
                  Invested Amount of all Notes and the Trustee does not exercise
                  the call option under clause 7.1.

         TRUST means the Crusade  Global Trust No. 1 of 2001  constituted  under
         the Master Trust Deed and the Notice of Creation of Trust.


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         TRUST EXPENSES  means,  in relation to a Collection  Period (and in the
         following order of priority):

         (a)      first,  Taxes  payable  in  relation  to the  Trust  for  that
                  Collection Period;

         (b)      second,  any  other  Expenses  relating  to the Trust for that
                  Collection  Period  which  are  not  covered  by  (c)  to  (i)
                  (inclusive) below;

         (c)      third,  pari  passu  the  Trustee's  Fee for  that  Collection
                  Period,  the Security Trustee's Fee for that Collection Period
                  and any fee payable to the Note  Trustee  under the Note Trust
                  Deed for that Collection Period;

         (d)      fourth, the Servicing Fee for that Collection Period;

         (e)      fifth, the Manager's Fee for that Collection Period;

         (f)      sixth, the Custodian Fee for that Collection Period;

         (g)      seventh,  pari  passu  any  fee  or  expenses  payable  to the
                  Principal  Paying  Agent,  any other  Paying  Agent,  the Note
                  Registrar or the Calculation Agent under the Agency Agreement;

         (h)      eighth,  any costs,  charges  or  expenses  (other  than fees)
                  incurred  by, and any  liabilities  owing under any  indemnity
                  granted  to,  any Note  Manager,  the  Manager,  the  Security
                  Trustee, the Servicer, the Note Trustee, a Paying Agent or the
                  Calculation   Agent  in   relation  to  the  Trust  under  the
                  Transaction Documents, for that Collection Period; and

         (i)      ninth, any amounts payable to the Currency Swap Provider under
                  clause 5.21,

         all of the amounts in paragraphs (a) to (i) (inclusive)  being EXPENSES
         for the purposes of the Master Trust Deed.

         US$ ACCOUNT  means,  in relation to the Trust,  the US$ account  opened
         with  the  Principal  Paying  Agent or any  other  account  opened  and
         maintained outside  Australia,  with the Principal Paying Agent so long
         as the Principal Paying Agent is an Approved Bank.

         US$ EQUIVALENT means:

         (a)      in relation to an amount  denominated  or to be denominated in
                  Australian dollars,  that amount converted to (and denominated
                  in) US$ at the US$  Exchange  Rate;  or

         (b)      in relation to an amount denominated in US$ the amount of US$.

         US$ EXCHANGE RATE means,  on any date,  the rate of exchange (set as at
         the  commencement of the Currency Swap)  applicable  under the Currency
         Swap for the exchange of Australian dollars for United States dollars.

         US$ NOTE means a Class A-1 Note or a Class A-2 Note.

         US$ NOTEHOLDER means a Noteholder of a US$ Note.

2.2      INTERPRETATION

         Clause  1.2  of  the  Master  Trust  Deed  is  incorporated  into  this
         Supplementary  Terms  Notice  as if set out in  full,  except  that any
         reference  to DEED is replaced by a reference  to  SUPPLEMENTARY  TERMS
         NOTICE and any  reference to UNITED STATES  DOLLARS,  USD and US$ is to
         currency of the United States of America.

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2.3      LIMITATION OF LIABILITY

         (a)      GENERAL

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

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


                  (i)      The  Trustee  enters  into this  Supplementary  Terms
                           Notice  only in its  capacity as trustee of the Trust
                           and  in  no  other   capacity   (except   where   the
                           Transaction Documents provide otherwise).  Subject to
                           paragraph  (iii) below, a liability  arising under or
                           in connection with this Supplementary Terms Notice or
                           the Trust is limited to and 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
                           Supplementary   Terms   Notice  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
                           Supplementary Terms Notice or the Trust.

                  (ii)     Subject  to   paragraph   (iii)   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 any similar person to
                           the   Trustee   or   prove   in   any    liquidation,
                           administration  or  arrangements  of or affecting the
                           Trustee.

                  (iii)    The  provisions of this clause 2.3 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.

                  (iv)     It is  acknowledged  that the  Relevant  Parties  are
                           responsible  under this Deed 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  Deed)  will  be  considered
                           fraud,  negligence  or Default of the Trustee for the
                           purpose  of  paragraph  (iii)  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.

                  (v)      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 Supplementary
                           Terms Notice or any other  Transaction  Documents has
                           authority  to act on behalf of the  Trustee  in a way
                           which  exposes the Trustee to any personal

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

                           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 (iii) above.

                  (vi)     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.

                  (vii)    Nothing  in  this  clause   limits  the   obligations
                           expressly   imposed   on  the   Trustee   under   the
                           Transaction Documents. 2.4 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.

3.       DIRECTION AND TRUST BACK
--------------------------------------------------------------------------------

         (a)      A Trust  Back,  entitled  CRUSADE  GLOBAL  TRUST BACK NO. 1 OF
                  2001,  is created in  relation  to Other  Secured  Liabilities
                  secured  by  the  Purchased  Receivable  Securities.

         (b)      The  parties  agree  that the  Trust  will be a TRUST  for the
                  purposes   of   the    Transaction    Documents.    ]

4.       NOTES
--------------------------------------------------------------------------------

4.1      CONDITIONS OF NOTES

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

         (b)      The  conditions  of the  US$  Notes  will be as set out in the
                  Master  Trust Deed,  the  Conditions,  the Note Trust Deed and
                  this Supplementary  Terms Notice.

4.2      SUMMARY OF CONDITIONS OF NOTES

         Under  clause 6.3 of the Master  Trust Deed,  the Manager  provides the
         following information in respect of the Notes.

         (a)      Class of Note:    There  will  be  the  following  Classes  of
                                    Notes. Under the Transaction  Documents each
                                    shall  be  treated  as a  separate  Class of
                                    Notes:

                                         (i)    Class A-1 Notes

                                         (ii)   Class A-2 Notes

                                         (iii)  Class A-3 Notes

                                         (iv)   Class B Notes

                                         (v)    Class C Notes


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         (b)      Total Initial          (i)   Class A-1 Notes -
                  Invested                     US$180,000,000
                  Amount of each
                  Class of Notes         (ii)  Class A-2 Notes -
                                               US$633,100,000

                                         (iii) Class A-3 Notes -
                                               US$200,000,000

                                         (iv)  Class B Notes -
                                               US$33,600,000

                                         (v)   Class C Notes -
                                               US$4,500,000

         (c)     Manner and         As set  out in  clause 5
                 order in which
                 principal and
                 interest is to
                 be paid on Notes:

         (d)     Margin:                 (i)   in the  case  of the  Class  A-2
                                               Notes and Class  A-3  Notes,  up
                                               to, and including,  the Optional
                                               Redemption  Date,  the following
                                               percentages per annum in respect
                                               of each Class:

                                                Class A-2 Notes: 0.19% per annum

                                                Class A-3 Notes: 0.4% per annum;

                                          (ii)  in the  case  of the  Class  A-1
                                                Notes:

                                                (A)  up to,  and  including  the
                                                     Quarterly    Payment   Date
                                                     falling  in  January  2002,
                                                     the relevant Margin will be
                                                     0.02% per annum;

                                                (B)  if  the   Trustee  has  not
                                                     repurchased or redeemed the
                                                     relevant Notes on or before
                                                     the Quarterly  Payment Date
                                                     falling  in

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                                                     January 2002, then for each
                                                     Interest  Period  following
                                                     the Quarterly  Payment Date
                                                     in  January  2002 up to and
                                                     including    the   Optional
                                                     Redemption     Date,    the
                                                     relevant   margin  will  be
                                                     0.19% per annum;  and

                                                (iii)in the case of the  Class A
                                                     Notes,  if the  Trustee has
                                                     not repurchased or redeemed
                                                     the  relevant  Notes  on or
                                                     before     the     Optional
                                                     Redemption  Date,  then  on
                                                     and  from   that   Optional
                                                     Redemption     Date,    the
                                                     relevant   Step-Up  Margin;
                                                     and

                                                (iv) in the case of the:

                                                     Class B  Notes:  0.50%  per
                                                     annum

                                                     Class C Notes: 0.82% per
                                                     annum


         (e)      Initial Invested  Class A-1 Notes: US$100,000 per Note.
                  Amount
                                    Class A-2 Notes: US$100,000 per Note.

                                    Class A-3 Notes: A$100,000 per Note.

                                    Class B Notes: A$100,000 per Note.


         (f)      Rating:                       (i) Class A  Notes  - AAA  long
                                                    term  credit   rating  from
                                                    S&P,  Aaa long term  credit(
                                                    rating from Moody's and AAA
                                                    long  term  credit   rating
                                                    from Fitch.

                                               (ii) Class B  Notes  - AA-  long
                                                    term credit rating from S&P
                                                    and  AA  long  term  credit
                                                    rating  from  Fitch.

                                               (iii) Class C Notes - A long term
                                                     credit  rating from S&P and
                                                     A+ long term credit rating


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                                                     from Fitch.

         (g)      Issue Price:                  (i)  Class A-1 Notes - issued at
                                                     100 per cent.

                                                (ii) Class A-2 Notes - issued at
                                                     100 per cent.

                                                (iii)Class  A-3  Notes -  issued
                                                     at 100 per cent.


                                                (iv) Class B Notes -  issued  at
                                                     100 per cent.

                                                (v)  Class C Notes -  issued  at
                                                     100 per cent.

         (h)    Quarterly
                Payment Dates:


                                                (i)  A$Notes  - the  20th day of
                                                     April,  July,  October  and
                                                     January  in each  year (New
                                                     York time)

                                                (ii) A$  Notes - the 20th day of
                                                     April,  July,  October  and
                                                     January (Sydney time)

                                                (iii)If,  in either  case,  that
                                                     day is not a Business  Day,
                                                     the Quarterly  Payment Date
                                                     shall   be    adjusted   in
                                                     accordance     with     the
                                                     Modified Following Business
                                                     Day  Convention.  The first
                                                     Quarterly  Payment Date for
                                                     the US$ Notes  will be 20th
                                                     April  2001 (New York time)
                                                     and  the  first   Quarterly
                                                     Payment  Date  for  the  A$
                                                     Notes  will be  20th  April
                                                     2001 (Sydney time). In each
                                                     case,  the final  Quarterly
                                                     Payment Date is the earlier
                                                     of  the  applicable   Final
                                                     Maturity   Date   and   the
                                                     Payment  Date on which  the
                                                     Notes are  redeemed in full
                                                     or,  in the case of the US$
                                                     Notes,   repurchased  under
                                                     the Conditions.


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         (i)      Final
                  Maturity Date:

                                                (i)  Class   A-1   Notes  -  the
                                                     Quarterly    Payment   Date
                                                     falling  in  January   2032
                                                     (New York time).

                                                (ii) Class   A-2   Notes  -  the
                                                     Quarterly    Payment   Date
                                                     falling  in  January   2032
                                                     (New York time).

                                                (iii)Class   A-3   Notes  -  the
                                                     Quarterly    Payment   Date
                                                     falling  in  January   2032
                                                     (Sydney time).

                                                (iv) Class   B   Notes   -   the
                                                     Quarterly    Payment   Date
                                                     falling  in  January   2032
                                                     (Sydney time).

                                                (v)  Class   C   Notes   -   the
                                                     Quarterly    Payment   Date
                                                     falling  in  January   2032
                                                     (Sydney time).

                                                (vi) In  each  case,   the  date
                                                     specified  shall be subject
                                                     to adjustment in accordance
                                                     with the Modified Following
                                                     Business Day Convention.


4.3      ISSUE OF NOTES

         (a)      US$ Notes must be issued in  amounts,  or on terms,  such that
                  their offer for subscription and their issue will comply with:

                  (i)      the   Financial   Services  Act  1986  (UK)  and  all
                           regulations made under or in relation to that Act and
                           the Public Offers of Securities Regulations 1995; and

                  (ii)     the  United  States   Securities  Act  of  1933,  the
                           Exchange  Act,  all  regulations  made  under  or  in
                           relation to them,  and all other laws or  regulations
                           of any  jurisdiction  of the United States of America
                           regulating  the offer or issue  of,  or  subscription
                           for,  Notes.

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

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         (c)      No A$ Note has been or will be  registered  under  the  United
                  States  Securities Act of 1933 as amended (the SECURITIES ACT)
                  and the A$ Notes may not be offered or sold  within the United
                  States or to, or for the  account  of  benefit  of, US persons
                  except in accordance  with  Regulation S under the  Securities
                  Act  or  pursuant  to  an  exemption  from  the   registration
                  requirements  of  the  Securities  Act.  Terms  used  in  this
                  paragraph  have the  meanings  given to them by  Regulation  S
                  under the Securities Act.

4.4      TRUSTEE'S COVENANT TO NOTEHOLDERS AND THE NOTE TRUSTEE

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

         (a)      acknowledges  its  indebtedness  in  respect  of the  Invested
                  Amount of each Note and interest thereon;

         (b)      covenants  for the  benefit  of each  Noteholder  and the Note
                  Trustee  that it will  (subject to  receiving  any  directions
                  required  under and given in accordance  with the  Transaction
                  Documents):

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

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

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

4.5      REPAYMENT OF NOTES ON PAYMENT DATES

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

         (b)      All  payments of principal on US$ Notes will be made in United
                  States dollars.

         (c)      All  payments  of  principal  on A$  Notes  will  be  made  in
                  Australian Dollars.

4.6      FINAL REDEMPTION

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

         (a)      the date  upon  which  the  Invested  Amount  of that  Note is
                  reduced  to  zero;

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

         (c)      the date on which all  amounts  received  by the Note  Trustee
                  with respect to the enforcement of the Security Trust Deed are
                  paid to the  Principal  Paying  Agent;

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

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         (e)      the Final Maturity Date.

4.7      PERIOD DURING WHICH INTEREST ACCRUES

         Each  Note  bears  interest   calculated  and  payable  in  arrears  in
         accordance with this  Supplementary  Terms Notice from the Closing Date
         to the date upon which that Note is finally redeemed under clause 4.6.

4.8      CALCULATION OF INTEREST

         (a)      Subject to  paragraph  (b) and (d),  interest  payable on each
                  Note in respect of each Interest Period is calculated:

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

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

                  (iii)    on the  basis of the  actual  number  of days in that
                           Interest  Period  and a year of 365 days (in the case
                           of A$ Notes) or 360 days (in the case of US$ Notes),

                  and shall accrue due from day to day.

         (b)      No interest  will accrue on any Note for the  period  from and
                  including:

                  (i)      the date on which the  Stated  Amount of that Note is
                           reduced  to  zero   (provided   that  interest  shall
                           thereafter  begin to accrue from (and  including) any
                           date on which the Stated  Amount of that Note becomes
                           greater than zero); or

                  (ii)     if the Stated  Amount of the Note on the due date for
                           redemption  in full of the Note is not zero,  the due
                           date for redemption of the Note, unless after the due
                           date for  redemption,  payment  of  principal  due is
                           improperly  withheld  or  refused,   following  which
                           interest  shall  continue  to accrue on the  Invested
                           Amount  of the  Note at the  rate  from  time to time
                           applicable to the Note until the later of:

                                    (A)      the date on  which  the  moneys  in
                                             respect  of  that  Note  have  been
                                             received by the Note Trustee or the
                                             Principal  Paying  Agent and notice
                                             to  that   effect   is   given   in
                                             accordance    with   the   relevant
                                             Conditions;   and

                                    (B)      the Stated  Amount of that Note has
                                             been reduced to zero, provided that
                                             interest shall  thereafter begin to
                                             accrue  from  (and  including)  any
                                             date on which the Stated  Amount of
                                             that  Note  becomes   greater  than
                                             zero.

         (c)      All  payments  of interest on US$ Notes will be made in United
                  States dollars.

         (d)      All  payments  of  interest  on  A$  Notes  will  be  made  in
                  Australian dollars.

         (e)      If  Interest is not paid in respect of a Note on the date when
                  due and  payable  (other  than  because  the due date is not a
                  Business Day) that unpaid  Interest shall itself bear interest
                  at the Interest Rate applicable from time to time on that Note
                  until the unpaid  Interest,  and  interest on it, is available
                  for payment and:

                  (i)      in  the  case  of  the  US$  Notes,  notice  of  that
                           availability  has been duly given in accordance  with
                           Condition  12;  or

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                  (ii)     in  the  case  of  the  A$   Notes,   there  is  full
                           satisfaction  of those  amounts,  to be determined in
                           accordance  with clause 32.4 of the Master Trust Deed
                           (as  amended in  accordance  with this  Supplementary
                           Terms Notice).

4.9      STEP-UP MARGIN

         (a)      If the Trustee has not  repurchased or redeemed all of a Class
                  of the Class A Notes on or  before,  the  Optional  Redemption
                  Date,  the Margin for that Class on and from that date will be
                  the following  percentages per annum (each a STEP-UP  MARGIN):

                  (i)      in the case of the Class A-1 Notes,  0.38% per annum;

                  (ii)     in the case of the Class A-2 Notes,  0.38% per annum;
                           and

                  (iii)    in the case of the Class A-3 Notes,  0.80% per annum.

4.10     AGGREGATE RECEIPTS

         Notwithstanding  anything in clauses  5.5,  5.6 and 5.8, no  Noteholder
         will be  entitled  to receive  aggregate  principal  under any of those
         clauses  on any Note at any time in excess of the  Invested  Amount for
         that Note at that time.

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

5.       CASHFLOW ALLOCATION METHODOLOGY
--------------------------------------------------------------------------------

5.1      TOTAL AVAILABLE FUNDS

         (a)      (MONTHLY)  Subject to paragraph  (b), on each Monthly  Payment
                  Date (other than a  Quarterly  Payment  Date) and based on the
                  calculations,  instructions  and directions  provided to it by
                  the  Manager,  the  Trustee  must pay out of  Total  Available
                  Funds,  in relation to the Monthly  Collection  Period  ending
                  immediately  before that Monthly  Payment Date,  the following
                  amounts in the  following  order of  priority:

                  (i)      first,  an  amount  equal  to  any  Accrued  Interest
                           Adjustment required to be paid to the Approved Seller
                           (and each of the  Trustee,  the  Noteholders  and the
                           other Creditors that have the benefit of the Security
                           Trust Deed  acknowledges  and  agrees  that it has no
                           entitlement  to the  moneys  comprising  the  Accrued
                           Interest  Adjustment);  and

                  (ii)     second, any interest payable by the Trustee under the
                           Redraw  Facility  Agreement.

                  (b)      (LIMIT) The Trustee  shall only make a payment  under
                           any of  sub-paragraphs  (a)(i)  or  (a)(ii)  if it is
                           directed  in writing to do so by the Manager and only
                           to the extent that any Total  Available  Funds remain
                           from which to make the  payment  after  amounts  with
                           priority to that payment have been  distributed.

                  (c)      (QUARTERLY)   Subject  to  paragraph   (d),  on  each
                           Quarterly    Payment   Date,   and   based   on   the
                           calculations, instructions and directions provided to
                           it by the  Manager,  the Trustee must pay


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                            or cause to be paid out of Total Available Funds, in
                            relation to the Quarterly  Collection  Period ending
                            immediately  before that Quarterly Payment Date, the
                            following   amounts  in  the   following   order  of
                            priority:

                           (i)      first,   an  amount  equal  to  any  Accrued
                                    Interest  Adjustment  required to be paid to
                                    the   Approved   Seller  (and  each  of  the
                                    Trustee,   the  Noteholders  and  the  other
                                    Creditors  that  have  the  benefit  of  the
                                    Security Trust Deed  acknowledges and agrees
                                    that  it has no  entitlement  to the  moneys
                                    comprising the Accrued Interest Adjustment);

                           (ii)     second,  payment to the Swap Provider  under
                                    the Interest Rate Swap of any Break Payments
                                    received by or on behalf of the Trustee from
                                    an Obligor or a Mortgage  Insurer during the
                                    Quarterly  Collection  Period;

                           (iii)    third,   (unless  specified  later  in  this
                                    clause  5.1(c)),  Trust  Expenses which have
                                    been  incurred   prior  to  that   Quarterly
                                    Payment  Date and which have not  previously
                                    been paid or reimbursed under an application
                                    of this clause 5.1 (in the order of priority
                                    set   out  in  the   definition   of   TRUST
                                    EXPENSES);

                           (iv)     fourth,   payment  to  the  Redraw  Facility
                                    Provider of any fees  payable by the Trustee
                                    under the  Redraw  Facility  Agreement;

                           (v)      fifth, without duplication, any amounts that
                                    would have been  payable  under this  clause
                                    5.1(c)  (other  than  under   sub-paragraphs
                                    (vii) to (xii)  (inclusive)) on any previous
                                    Quarterly  Payment  Date,  if there had been
                                    sufficient Total Available Funds, which have
                                    not  been  paid  by the  Trustee  and in the
                                    order  they  would have been paid under that
                                    prior  application  of this  clause  5;

                           (vi)     sixth,  pari passu and  rateably  as between
                                    themselves  payment to each Mortgage Insurer
                                    of an  amount  equal to the  greater  of the
                                    following:

                                    (A)      zero;   and

                                    (B)      the    difference    between    any
                                             overpayment  by  it of  amounts  in
                                             respect of income (for which it has
                                             not previously been reimbursed) and
                                             the   aggregate   of   the   Excess
                                             Distributions  paid to the Residual
                                             Income   Beneficiary   on  previous
                                             Quarterly   Payment   Dates   under
                                             clause 5.3(a);

                           (vii)    seventh,  pari passu and rateably as between
                                    themselves:

                                    (A)      any interest payable by the Trustee
                                             under    the    Redraw     Facility
                                             Agreement;

                                    (B)      the  payment to the  Currency  Swap
                                             Provider  under  each  Confirmation
                                             relating  to  US$  Notes  of the A$
                                             Class  A  Interest  Amount  payable
                                             under  that  Confirmation  at  that
                                             date;  and

                                    (C)      the   payment   to  the  Class  A-3
                                             Noteholders of the relevant Class A
                                             Interest amount;

                           (viii)   eighth,  any  amounts  that  would have been
                                    payable  under  sub-paragraph  (ix)  on  any
                                    previous  Quarterly  Payment  Date, if there
                                    had been sufficient  Total Available  Funds,
                                    which  have  not been  paid by the  Trustee;


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                  (ix)     ninth,  the payment to the Class B Noteholders of the
                           relevant Class B Interest amount as at that date;

                  (x)      tenth, any amounts that would have been payable under
                           subparagraph

                  (xi)     on any previous  Quarterly Payment Date, if there had
                           been sufficient Total Available Funds, which have not
                           been paid by the Trustee;

                  (xi)     eleventh,  the payment to the Class C Noteholders  of
                           the Class C Interest amount;

                  (xii)    twelfth,   pari   passu  and   rateably   as  between
                           themselves  payment  to each  Mortgage  Insurer of an
                           amount  equal  to any  overpayment  by that  Mortgage
                           Insurer of  amounts  in respect of income  (for which
                           that  Mortgage   Insurer  has  not  previously   been
                           reimbursed).

         (d)      The   Trustee   shall  only  make  a  payment   under  any  of
                  sub-paragraphs  (c)(i) to (c)(xii) inclusive if it is directed
                  in writing to do so by the Manager and only to the extent that
                  any  Total  Available  Funds  remain  from  which  to make the
                  payment  after amounts with priority to that payment have been
                  distributed.

5.2      EXCESS  AVAILABLE  INCOME - REIMBURSEMENT  OF CHARGE OFFS AND PRINCIPAL
         DRAWS

         (a)      Subject to  paragraph  (b),  on each  Quarterly  Determination
                  Date, the Manager must apply any Excess  Available  Income for
                  the Quarterly  Collection  Period  relating to that  Quarterly
                  Determination Date in the following order of priority:

                  (i)      first, the Excess Available Income must be applied in
                           reimbursement  of all Principal  Charge Offs for that
                           Quarterly Collection Period;

                  (ii)     second,  the balance of the Excess  Available  Income
                           (after  application  under  paragraph  (i))  must  be
                           applied  pari passu and rateably  between  themselves
                           (based on the Redraw Principal Outstanding and the A$
                           Equivalent of the Stated Amount of the Class A Notes,
                           as the case may be):

                           (A)      as a payment,  to the Currency Swap Provider
                                    under  a  Confirmation  relating  to the US$
                                    Notes, of the A$ Equivalent of any Carryover
                                    Class  A  Charge  Offs  relating  to the US$
                                    Notes;

                           (B)      as a payment to the Class A-3 Noteholders of
                                    an  amount  equal to the  Carryover  Class A
                                    Charge Offs relating to the Class A-3 Notes;
                                    and

                           (C)      as a  repayment  under the  Redraw  Facility
                                    Agreement,  as a  reduction  of,  and to the
                                    extent of, the Carryover Redraw Charge Offs;

                  (iii)    third,  the  balance of the Excess  Available  Income
                           (after  application  under  paragraphs  (i) and (ii))
                           must be applied to all Principal Draws which have not

                           been repaid as at that Quarterly  Payment Date;

                  (iv)     fourth,  the balance of the Excess  Available  Income
                           (after  application  under  paragraphs  (i) to  (iii)
                           (inclusive))   must   be   applied   in  or   towards
                           reinstating the Stated Amount of the Class B Notes to
                           the extent of any Carryover  Class B Charge Offs; and


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                  (v)      fifth,  the  balance of the Excess  Available  Income
                           (after  application  under  paragraphs  (i)  to  (iv)
                           (inclusive) must be applied in or towards reinstating
                           the Stated Amounts of the Class C Notes to the extent
                           of any Carryover Class C Charge Offs.

                  Any  amount  applied  pursuant  to  sub-paragraphs  (i) to (v)
                  (inclusive) above will be treated as Principal  Collections to
                  the extent of that application and in the case of amounts paid
                  under  sub-paragraph  (ii) or (v) will be paid on the  Payment
                  Date following that Determination Date.

         (b)      The   Trustee   shall  only  make  a  payment   under  any  of
                  sub-paragraphs (a)(i) to (a)(v) inclusive if it is directed in
                  writing to do so by the  Manager  and only to the extent  that
                  any Excess  Available  Income  remains  from which to make the
                  payment  after amounts with priority to that payment have been
                  distributed.


5.3      EXCESS DISTRIBUTION


         (a)      The Trustee  must at the written  direction of the Manager pay
                  any Excess  Distribution for a Quarterly  Collection Period to
                  the Residual  Income  Beneficiary  on the  relevant  Quarterly
                  Payment Date.

         (b)      The Trustee may not recover any Excess  Distributions from the
                  Residual Income Beneficiary once they are paid to the Residual
                  Income Beneficiary except:

                  (i)      where there has been a manifest error in the relevant
                           calculation of the Excess  Distributions;  or

                  (ii)     an amount  equal to  payments  made or required to be
                           made by the Trustee  under clause  5.1(c)(xii)  , and
                           the Residual Income  Beneficiary agrees to pay to the
                           Trustee  any  such  amount.

5.4      INITIAL PRINCIPAL DISTRIBUTIONS

         (a)      (MONTHLY)  Subject to paragraph  (b), on each Monthly  Payment
                  Date (other than a  Quarterly  Payment  Date) and based on the
                  calculations,  instructions  and directions  provided to it by
                  the  Manager,  the  Trustee  must  distribute  or  cause to be
                  distributed out of Principal  Collections,  in relation to the
                  Monthly  Collection  Period  ending  immediately  before  that
                  Monthly  Payment Date, the following  amounts in the following
                  order of priority:

                  (i)      first,  to  allocate  to Total  Available  Funds  any
                           Principal Draw  calculated in accordance  with clause
                           5.9; and

                  (ii)     second,  to retain  in the  Collection  Account  as a
                           provision  such amount as the Manager  determines  is
                           appropriate to make for any anticipated shortfalls in
                           payments  under clause 5.1 on the  following  Monthly
                           Payment Date or Quarterly  Payment Date.

         (b)      (MONTHLY  LIMIT) The Trustee  shall only make a payment  under
                  any of  sub-paragraphs  (a)(i) and (a)(ii)  inclusive if it is
                  directed  in writing to do so by the  Manager  and only to the
                  extent  that any  Principal  Collections  remain from which to
                  make the payment  after  amounts with priority to that payment
                  have been  distributed.
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         (c)      (QUARTERLY)  Subject  to  paragraph  (d),  on  each  Quarterly
                  Payment Date, and based on the calculations,  instructions and
                  directions  provided to it by the  Manager,  the Trustee  must
                  distribute  or  cause  to  be  distributed  out  of  Principal
                  Collections,  in relation to the Quarterly  Collection  Period
                  ending  immediately  before that  Quarterly  Payment Date, the
                  following amounts in the following order of priority:

                  (i)      first,  to  allocate  to Total  Available  Funds  any
                           Principal Draws  calculated in accordance with clause
                           5.9;

                  (ii)     second,  to retain  in the  Collection  Account  as a
                           provision  such amount as the Manager  determines  is
                           appropriate to make for any anticipated shortfalls in
                           payments  under clause 5.1 on the  following  Monthly
                           Payment Date or Quarterly Payment Date;

                  (iii)    third, subject to clause 5.8(d), to repay any Redraws
                           provided  by  the  Approved  Seller  in  relation  to
                           Purchased  Receivables in accordance  with clause 5.8
                           to  the  extent  that  it  has  not  previously  been
                           reimbursed in relation to those Redraws;

                  (iv)     fourth,  to repay all  Redraw  Principal  Outstanding
                           under the Redraw Facility Agreement on that Quarterly
                           Payment Date;

                  (v)      fifth,  to  retain  in the  Collection  Account  as a
                           provision  to  reimburse  further  Redraws  an amount
                           equal to the  Redraw  Retention  Amount  for the next
                           Quarterly  Collection  Period.

         (d)      (QUARTERLY  LIMIT) The Trustee shall only make a payment under
                  any of  sub-paragraphs  (c)(i)  to (c)(v)  inclusive  if it is
                  directed  in writing to do so by the  Manager  and only to the
                  extent  that any  Principal  Collections  remain from which to
                  make the payment  after  amounts with priority to that payment
                  have been distributed.

5.5      PRINCIPAL DISTRIBUTIONS PRIOR TO STEPDOWN DATE

         Subject to paragraph (g), on each  Quarterly  Payment Date prior to and
         including  the  Stepdown  Date,  or at any time if a  Trigger  Event is
         subsisting, and based on the calculations,  instructions and directions
         provided to it by the Manager,  the Trustee must distribute or cause to
         be  distributed  out  of  Principal  Collections,  in  relation  to the
         Quarterly  Collection Period ending  immediately  before that Quarterly
         Payment Date, the following amounts in the following order of priority:

         (a)      first,  all  the  Initial  Principal  Distributions  for  that
                  Collection  Period;

         (b)      second,  as a payment to the Currency  Swap  Provider  under a
                  Confirmation  relating  to the Class A-1  Notes,  of an amount
                  equal  to  the  lesser  of:

                  (i)      the  amount  available  for  distribution  under this
                           sub-paragraph  (b)  after  all  payments  which  have
                           priority  under  this  clause  5.5;  and

                  (ii)     the A$  Equivalent  of the  Invested  Amounts for all
                           Class A-1  Notes;

         (c)      third,  as a payment to the  Currency  Swap  Provider  under a
                  Confirmation  relating  to the Class A-2  Notes,  of an amount
                  equal  to  the  lesser  of:

                  (i)      the  amount  available  for  distribution  under this
                           sub-paragraph  (c)  after  all  payments  which  have
                           priority  under  this  clause  5.5;  and

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                  (ii)     the A$  Equivalent  of the  Invested  Amounts for all
                           Class A-2  Notes;

         (d)      fourth,  as a  payment  to the Class  A-3  Noteholders,  of an
                  amount  equal to the lesser of:

                  (i)      the  amount  available  for  distribution  under this
                           sub-paragraph  (d)  after  all  payments  which  have
                           priority under this clause 5.5; and

                  (ii)     the  Invested  Amounts  in  respect  of all Class A-3
                           Notes;

         (e)      fifth,  as  payment to the Class B  Noteholders,  of an amount
                  equal  to  the  lesser  of:

                  (i)      the  amount  available  for  distribution  under this
                           sub-paragraph  (e)  after  all  payments  which  have
                           priority under this clause 5.5; and

                  (ii)     the Invested Amounts in respect of all Class B Notes;

         (f)      sixth,  as  payment to the Class C  Noteholders,  of an amount
                  equal to the lesser of:

                  (i)      the  amount  available  for  distribution  under this
                           sub-paragraph  (f)  after  all  payments  which  have
                           priority under this clause 5.5; and

                  (ii)     the Invested amounts in respect of all Class C Notes.

         (g)      (LIMIT)  The  Trustee  shall only make a payment  under any of
                  sub-paragraphs  (a)  to (f)  inclusive  if it is  directed  in
                  writing to do so by the  Manager  and only to the extent  that
                  any  Principal  Collections  remain  from  which  to make  the
                  payment  after amounts with priority to that payment have been
                  distributed.

5.6      PRINCIPAL DISTRIBUTIONS AFTER STEPDOWN DATE

         Subject to  paragraph  (e), on each  Quarterly  Payment  Date after the
         Stepdown Date, provided that no Trigger Event is subsisting,  and based
         on the calculations,  instructions and directions provided to it by the
         Manager,  the Trustee must distribute or cause to be distributed out of
         Principal  Collections,  in relation to the Quarterly Collection Period
         ending  immediately  before that Quarterly  Payment Date, the following
         amounts in the following order of priority:

         (a)      first,  all  the  Initial  Principal  Distributions  for  that
                  Collection  Period;

         (b)      as a  payment,  out  of the  Class  A  Principal  Distribution
                  Amount:

                  (i)      first,   to  the  Currency  Swap  Provider   under  a
                           Confirmation  relating to the Class A-1 Notes,  of an
                           amount equal to the lesser of:

                           (A)      that Class A Principal  Distribution Amount;
                                    and

                           (B)      the A$ Equivalent of the aggregate  Invested
                                    Amounts  of the  Class  A-1  Notes  on  that
                                    Payment Date;

                  (ii)     second,   to  the  Currency  Swap  Provider  under  a
                           Confirmation  relating to the Class A-2 Notes,  of an
                           amount  equal to the lesser of:

                           (A)      the   amount  of  the   Class  A   Principal
                                    Distribution  Amount  remaining after making
                                    the payment  referred to in (b)(i);  and

                           (B)      the A$ Equivalent of the aggregate  Invested
                                    Amount  of  the  Class  A-2  Notes  on  that
                                    Payment Date,
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                  (iii)    third, as a payment to the Class A-3 Noteholders,  of
                           an amount  equal to the  lesser of:

                           (A)      the   amount  of  the   Class  A   Principal
                                    Distribution  Amount  remaining after making
                                    the  payment   referred  to  in  (b)(i)  and
                                    (b)(ii);  and

                           (B)      the aggregate  Invested  Amount of the Class
                                    A-3  Notes on that  Payment  Date,

         (c)      as a payment out of the Class B Principal  Distribution Amount
                  for that Payment Date to the Class B Noteholders  of an amount
                  equal to the aggregate Invested Amount of the Class B Notes on
                  that  Payment  Date;  and

         (d)      as a payment out of the Class C Principal  Distribution Amount
                  for that Payment Date to the Class C Noteholders  of an amount
                  equal to the aggregate Invested Amount of the Class C Notes on
                  that Payment  Date.

         (e)      (LIMIT) The Trustee shall only make a payment under any of the
                  sub-paragraphs listed above if it is directed in writing to do
                  so by the Manager only:

                  (i)      in the case of  sub-paragraphs  (b) to (d) inclusive,
                           to the extent that any Principal  Collections  remain
                           from which to make the  payment  after  amounts to be
                           paid  under  paragraph  (a);  and

                  (ii)     in the  case of  sub-paragraphs  (b)(i)  to  (b)(iii)
                           inclusive   to  the   extent   that   any   Principal
                           Collections  comprising part of the Class A Principal
                           Distribution Amount remain after the amounts required
                           to be paid under  paragraph (b) with priority to that
                           payment  have been  distributed.

5.7      FINAL MATURITY DATE

         On the Business Day immediately following the date on which all Secured
         Moneys (as  defined in the  Security  Trust Deed) are fully and finally
         repaid,  and only after  payment  of all  amounts  referred  to in this
         clause 5, the Trustee must pay any Principal  Collections  which remain
         available:

         (a)      first,  to the Approved  Seller in reduction of the  Principal
                  Outstanding  (as  defined in the Seller Loan  Agreement)  as a
                  full and final  settlement of the  obligations  of the Trustee
                  under the Seller Loan  Agreement;  and

         (b)      second,   subject  to  the  rights  of  the  Residual  Capital
                  Beneficiary   under  clause  11.2,  to  the  Residual   Income
                  Beneficiary  as a  distribution  of capital of the trust.

5.8      REDRAWS

         (a)      The Approved Seller, after receiving  confirmation that it may
                  do so from the  Manager,  may make  Redraws to Obligors  under
                  Purchased  Receivables  so that the then  scheduled  principal
                  balance of those  Purchased  Receivables is not exceeded.

         (b)      The  Approved  Seller  will be  reimbursed  in relation to any
                  Redraw for which it has not previously been  reimbursed  under
                  clause  5.4.

         (c)      On  each  Quarterly   Determination  Date  the  Manager  shall
                  determine an amount,  not  exceeding 2% of the total  Invested
                  Amount of all Notes,  which it reasonably  anticipates will be
                  required  in the  Quarterly  Collection  Period in which  that
                  Quarterly  Determination  Date

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                   occurs to fund further Redraws under Purchased Receivables in
                   addition to any  prepayments of principal that it anticipates
                   will  be  received  from  Obligors   during  that   Quarterly
                   Collection  Period.  That  amount,  from  time to time,  less
                   amounts  withdrawn  or  deposited as described in this clause
                   5.8, is called the REDRAW RETENTION AMOUNT. The Manager shall
                   on the day of such  determination  advise the  Trustee of the
                   amount  so  determined.

         (d)      In addition to the Approved  Seller's  right of  reimbursement
                  under clause 5.8(b), the Trustee shall on each Business Day it
                  receives a direction from the Manager to do so,  reimburse the
                  Approved  Seller for Redraws  made on or before that  Business
                  Day for which it has not  received  reimbursement  but only to
                  the  extent of the  aggregate  of:

                  (i)      the  Redraw   Retention  Amount  for  that  Quarterly
                           Collection  Period to the  extent it has been  funded
                           under clause 5.4(c)(v); and

                  (ii)     any amount  which the  Manager is  entitled to direct
                           the  Trustee  to  draw  under  the  Redraw   Facility
                           Agreement at that time.

         (e)      If the Manager  determines on any Business Day that there is a
                  Redraw  Shortfall,  the  Manager  may on that  date  direct in
                  writing  the  Trustee  to  make a  drawing  under  the  Redraw
                  Facility  Agreement on that or any other Business Day equal to
                  the amount which the Trustee is permitted to draw under clause
                  3.1(c) of the Redraw  Facility  Agreement  at that  time.

5.9      DETERMINATION DATE - PAYMENT SHORTFALL

         If the Manager determines on any Monthly  Determination Date that there
         is a Payment  Shortfall for the relevant Monthly  Collection Period the
         Manager must direct the Trustee to pay out of Principal Collections, as
         a principal  distribution  under  clause 5.4, an amount (the  PRINCIPAL
         DRAW) equal to the lesser of:

         (a)      the  Payment  Shortfall;  and

         (b)      the amount of Principal Collections available for distribution
                  on  the  Monthly   Payment   Date   following   that   Monthly
                  Determination Date.

5.10     ALLOCATING LIQUIDATION LOSSES

         On each Quarterly  Determination  Date, the Manager must determine,  in
         relation to the aggregate of all Liquidation Losses arising during that
         Quarterly Collection Period:

         (a)      the amount of those  Liquidation  Losses which is attributable
                  to  interest,  fees and  expenses in relation to the  relevant
                  Purchased  Receivables  (FINANCE  CHARGE  LOSS);  and

         (b)      the amount of those  Liquidation  Losses which is attributable
                  to principal in relation to the relevant Purchased Receivables
                  (PRINCIPAL LOSS),

         on the basis that all Liquidation  Proceeds  actually received by or on
         behalf of the Trustee in relation to a Purchased Receivable are applied
         first against interest, fees and other Enforcement Expenses (other than
         Property Restoration  Expenses) relating to that Purchased  Receivable,
         and then against the Housing Loan  Principal  and Property  Restoration
         Expenses relating to that Purchased Receivable.

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5.11     INSURANCE CLAIMS

         (a)      If, on any Monthly  Determination Date, the Manager determines
                  that  there  has  been a  Liquidation  Loss in  relation  to a
                  Purchased Receivable during the immediately  preceding Monthly
                  Collection  Period,  the Manager shall direct the Servicer (if
                  the Servicer has not already  done so),  promptly,  and in any
                  event  so  that  the  claim  is made  within  the  time  limit
                  specified in the relevant  Mortgage  Insurance Policy for that
                  Purchased  Receivable without the amount of the claim becoming
                  liable to be reduced by reason of delay, to make a claim under
                  the relevant Mortgage  Insurance  Policy.

         (b)      Upon  receipt of any amount  under or in respect of a Mortgage
                  Insurance  Policy  in  payment  of  a  claim  referred  to  in
                  paragraph  (a), the Manager must  determine  which part of the
                  amount is attributable to interest,  fees and other amounts in
                  the  nature  of  income,  and  which  part of that  amount  is
                  attributable  to principal.

5.12     PAYMENTS BEFORE PAYMENT DATE

         (a)      Subject to the Transaction Documents, by no later than 4.00 pm
                  (Sydney time) on the Remittance Date for a Collection  Period,
                  the Manager must deposit or use its best endeavours to procure
                  that the  Servicer  deposits,  in the  Collection  Account all
                  Available Income and Principal Collections for that Collection
                  Period to the extent  received on or before that date.

         (b)      The Manager  must  direct the  Trustee  to:

                  (i)      apply amounts  credited to the Collection  Account in
                           making   payments  in  discharge  of  the   Trustee's
                           obligations  under  this  clause 5; and

                  (ii)     make the applications and reinstatements  required or
                           contemplated by this clause 5,

                  in each case, under and in accordance with this clause 5.

5.13     CHARGE OFFS

         If the  Principal  Charge  Offs  for any  Quarterly  Collection  Period
         exceeds  the  Excess  Available  Income  calculated  on  the  Quarterly
         Determination  Date for that Quarterly  Collection  Period, the Manager
         must,  on and with effect from the Quarterly  Payment Date  immediately
         following the end of the Quarterly Collection Period:

         (a)      reduce pari passu and rateably as between themselves the Class
                  C Stated  Amount of each of the Class C Notes by the amount of
                  that excess which is  attributable  to each Class C Note until
                  the Class C Stated Amount is zero (CLASS C CHARGE  OFFS);  and

         (b)      if the Class C Stated  Amount  is zero and any  amount of that
                  excess has not been applied under  paragraph (a),  reduce pari
                  passu and  rateably as between  themselves  the Class B Stated
                  Amount  of each of the  Class B Notes  by the  amount  of that
                  excess  which is  attributable  to each Class B Note until the
                  Class B Stated Amount is zero (CLASS B CHARGE  OFFS);  and

         (c)      if both the Class C Stated  Amount  and Class B Stated  Amount
                  are zero and any amount of that  excess  has not been  applied
                  under paragraph (b), reduce pari passu and rateably as

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                   between the Class A Notes and the Redraw  Facility  Agreement
                   with respect to the balance of that  excess:

                  (i)      rateably  as between  each of the Class A Notes,  the
                           Class A Stated  Amount  on each of the  Class A Notes
                           until the Class A Stated  Amount of that Class A Note
                           is zero  (CLASS A CHARGE  OFFS);  and

                  (ii)     the  Redraw  Principal  Outstanding  under the Redraw
                           Facility  Agreement  applied  against Redraw Advances
                           (as  defined in the  Redraw  Facility  Agreement)  in
                           reverse  chronological  order of their Drawdown Dates
                           (as defined in the Redraw Facility Agreement),  until
                           the  Redraw  Principal  Outstanding  is zero  (REDRAW
                           CHARGE OFFS).

5.14     PAYMENTS INTO US$ ACCOUNT

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

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

5.15     PAYMENTS OUT OF US$ ACCOUNT

         (a)      The Trustee shall,  on the direction of the Manager,  or shall
                  require that the Principal Paying Agent on its behalf, pay all
                  amounts  credited  to  the  US$  Account  as  follows  and  in
                  accordance with the Note Trust Deed and the Agency  Agreement.

         (b)      All amounts  credited to the US$ Account by the Currency  Swap
                  Provider  in  relation to a payment by the Trustee in no order
                  of priority:

                  (i)      under clauses 5.1(c)(v) and (c)(vii)(B), will be paid
                           pari passu in  relation  to US$ Notes as  payments of
                           Class A  Interest  on those  US$  Notes;

                  (ii)     under clause  5.2(a)(ii)(A),  will be paid pari passu
                           in  relation  to US$ Notes in or towards  reinstating
                           the Stated  Amount of those US$ Notes,  to the extent
                           of the Carryover  Class A Charge Offs;

                  (iii)    amounts  credited under clauses 5.5(b) and 5.6(b)(i),
                           pari  passu  to  Class  A-1  Noteholders  as  Class A
                           Principal  Payments  on the Class A-1 Notes until the
                           Invested  Amounts  of the Class  A-1 Notes  have been
                           reduced  to zero;  and

                  (iv)     amounts  credited under clauses 5.5(c) and 5.6(b)(ii)
                           pari  passu  to  Class  A-2  Noteholders  as  Class A
                           Principal  payments  on the Class A-2 Notes until the
                           Invested  Amounts  of the Class  A-2 Notes  have been
                           reduced to zero.


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5.16     ROUNDING OF AMOUNTS

         In making the  calculations  required or contemplated by this clause 5,
         the Manager shall round  calculations  to four decimal  places,  except
         that all monetary  amounts shall be rounded down to the nearest cent or
         as otherwise required in this Supplementary Terms Notice.

5.17     MANAGER'S REPORT

         The  Manager  will  provide to the  Trustee,  the Note  Trustee and the
         Designated  Ratings  Agencies,  the  Manager's  Report for a Collection
         Period  no later  than  4.00pm  (Sydney  time) on the  Remittance  Date
         following that Collection Period.

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

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

5.19     PRESCRIPTION

         Despite any other provision of this Supplementary  Terms Notice and the
         Master  Trust  Deed,  Condition  8 applies  to all  amounts  payable in
         relation to any US$ Note.

5.20     ACCOUNTING PROCEDURES: PRINCIPAL & INTEREST

         To  facilitate   the   implementation   of  this  Cashflow   Allocation
         Methodology,  the Manager will keep  accounting  records in  accordance
         with  the  Transaction   Documents  and  will  keep  separate  ledgers,
         including a "Principal  Account",  "Income Account" and "Cash Account",
         into which credit and debit entries will be made to record receipts and
         payments of principal,  income or amounts  unallocated  at the relevant
         time.

5.21     REPLACEMENT  OF CURRENCY SWAP

         (a)      If the Currency Swap is  terminated,  the Trustee must, at the
                  direction  of the  Manager,  enter  into one or more  currency
                  swaps which  replace the  Currency  Swap (other than by way of
                  transfer   under   section   6(b)   of  the   Currency   Swap)
                  (collectively  a  REPLACEMENT  CURRENCY  SWAP) but only on the
                  condition:

                  (i)      that  the  Settlement   Amount  (as  defined  in  the
                           Currency  Swap),  if any,  which  is  payable  by the
                           Trustee to the Currency Swap Provider on  termination
                           of the Currency Swap will be paid in full when due in
                           accordance with this  Supplementary  Terms Notice and
                           the Currency Swap;

                  (ii)     the ratings  assigned to the Notes are not  adversely
                           affected;  and

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

         (b)      If the condition in paragraph  (a) is  satisfied,  the Trustee
                  must  at  the   direction  of  the  Manager   enter  into  the
                  Replacement Currency Swap and if it does so it must direct the
                  provider of the  Replacement  Currency Swap to pay any upfront
                  premium to enter into the Replacement Currency Swap due to the
                  Trustee directly to the Currency Swap Provider in satisfaction
                  of and to the extent of the  Trustee's  obligation  to pay the
                  Settlement Amount to


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                   the Currency Swap  Provider as referred to in paragraph  (a).
                   If the Settlement  Amount (if any) is payable by the Currency
                   Swap  Provider to the Trustee,  the Manager  shall direct the
                   Currency  Swap  Provider  to pay such  amount  direct  to the
                   Replacement  Currency  Swap Provider in  satisfaction  of any
                   upfront premium to enter into the Replacement  Currency Swap.
                   Where  the  upfront  premium  payable  upon  entry  into  the
                   Replacement  Currency  Swap is:

                  (i)      payable  by  the  Trustee  to  the  Replacement  Swap
                           Provider,  then the:  (A)  excess  of the  Settlement
                           Amount over the upfront  premium  will be included as
                           Available Income for the relevant  Collection Period;
                           and (B) excess of the upfront  premium  payable  over
                           the  Settlement  Amount  will  be  satisfied  by  the
                           Trustee as a TRUST  EXPENSE;  and

                  (ii)     payable  by  the  Replacement  Swap  Provider  to the
                           Trustee,  then  the:

                           (A)      excess  of the  Settlement  Amount  over the
                                    upfront  premium  will be  satisfied  by the
                                    Trustee as a Trust  Expense;  and

                           (B)      excess  of  the  upfront  premium  over  the
                                    Settlement   Amount   will  be  included  as
                                    Available Income for the relevant Collection
                                    Period.

5.22     NOTICE OF CALCULATIONS

         The  calculations  outlined in this clause 5, or required to be made by
         the  Manager  under  any  Condition,  must be made by the  Manager  and
         notified to the Trustee on each  Determination  Date.  The Manager must
         also notify the Trustee of all details of payments which are to be made
         by or on behalf of the Trustee on each Payment  Date.  The Manager must
         also notify the Currency Swap Provider of all payments  which are to be
         made by or on behalf of the  Trustee  on each  Quarterly  Payment  Date
         under clauses 5.1(c)(v), 5.1(c)(vii)(D), 5.2(a)(ii)(A), 5.5(b), 5.5(c),
         5.6(b)(i) and 5.6(b)(ii) on each relevant Quarterly Determination Date.
         In the absence of manifest error,  each of the Trustee and the Currency
         Swap  Provider is entitled to rely  conclusively  on (and will rely on)
         the Manager's  calculations  and  notifications  and is not required to
         (and it will not) investigate the accuracy of them.

5.23     BOND  FACTORS

         (a)      On each  Quarterly  Determination  Date,  the Manager will, in
                  respect of the Collection  Period ending before that Quarterly
                  Determination Date, calculate or otherwise ascertain the Class
                  A Bond Factors,  the Class B Bond Factors and the Class C Bond
                  Factors.

         (b)      The Manager shall notify all Class A-3 Noteholders,  all Class
                  B Noteholders,  all Class C Noteholders,  the Principal Paying
                  Agent,  the Note Trustee and the Calculation  Agent as soon as
                  practicable  after  (and in any  event by not  later  than the
                  Quarterly  Payment Date  immediately  following)  the relevant
                  Quarterly  Determination  Date  of the  relevant  Class A Bond
                  Factors,  the Class B Bond Factor and the Class C Bond Factor.


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5.24     LOAN OFFSET INTEREST

         On each Monthly  Determination  Date, the Approved  Seller shall pay to
         the Trustee an amount equal to all Loan Offset Interest Amounts for the
         Monthly   Collection   Period   immediately   preceding   that  Monthly
         Determination Date.


6.       MASTER TRUST DEED AND SERVICING AGREEMENT
--------------------------------------------------------------------------------

6.1      COMPLETION  OF DETAILS IN  RELATION TO MASTER  TRUST DEED

         (a)      (MANAGER FEE)

                  For the purpose of clause 15 of the Master Trust Deed, the fee
                  payable  to the  Manager  in  respect  of the  Trust  for each
                  Quarterly Collection Period will be an amount calculated:

                  (i)      on  the  aggregate  Housing  Loan  Principal  of  the
                           Purchased  Receivables  on  the  first  day  of  that
                           Quarterly  Collection  Period;

                  (ii)     at the rate of 0.09% per annum or as otherwise agreed
                           by the Manager and the Trustee from time to time; and

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

                   and shall accrue due from day to day.  That fee is payable in
                   Australian dollars.

         (b)      (TRUSTEE'S FEE AND SECURITY TRUSTEE'S FEE)

                  (i)      For the  purpose of clause  19.1 of the Master  Trust
                           Deed and clause 11.2 of the Security  Trust Deed, the
                           combined  fee payable to the Trustee and the Security
                           Trustee in  respect  of the Trust for each  Quarterly
                           Collection Period will be an amount  calculated:

                           (A)      on the aggregate  Housing Loan  Principal of
                                    the Purchased  Receivables  on the first day
                                    of that Quarterly  Collection Period;

                           (B)      at the  rate  of  0.0275%  per  annum  or as
                                    otherwise agreed by the Manager, the Trustee
                                    and the Security  Trustee from time to time;
                                    and

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

                            and shall  accrue  due from day to day.  That fee is
                            payable in Australian dollars.

                  (ii)     If the Trustee or the  Security  Trustee (as the case
                           may be) is required at any time to  undertake  duties
                           which relate to the  enforcement  of the terms of any
                           Transaction  Document  by  the  Trustee  or  Security
                           Trustee  (as the case may be) upon a  default  by any
                           other  party  under  the  terms  of that  Transaction
                           Document,  the  Trustee or  Security  Trustee (as the
                           case  may  be)  is   entitled   to  such   additional
                           remuneration  as may be agreed between the Trustee or
                           the  Security  Trustee  (as the  case may be) and the
                           Manager  or,  failing  agreement,  such  amount as is
                           determined  by a merchant  bank  (acting as an expert
                           and not as an arbitrator)  selected by the Trustee or
                           the  Security  Trustee  (as the  case  may  be).  The
                           determination   of  such   merchant



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                            bank shall be conclusive  and binding on the Manager
                            and the Trustee or the Security Trustee (as the case
                            may be) so far as the  law  allows.

         (c)      (SERVICING FEE)

                  For the purpose of clause 6.1 of the Servicing Agreement,  the
                  fee  payable to the  Servicer in respect of the Trust for each
                  Quarterly Collection Period will be an amount calculated:

                  (i)      on  the  aggregate  Housing  Loan  Principal  of  the
                           Purchased  Receivables  on  the  first  day  of  that
                           Quarterly  Collection  Period;

                  (ii)     at the rate of 0.40% per annum or as otherwise agreed
                           by the  Manager,  the Trustee and the  Servicer  from
                           time to time;  and

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

                  or as  otherwise  agreed by the  Trustee,  the Manager and the
                  Servicer.  That fee shall accrue due from day to day. That fee
                  is payable in Australian dollars.

         (d)      (CUSTODIAN FEE)

                  For the purpose of clause 6.1 of the Custodian Agreement,  the
                  fee payable to the  Custodian in respect of the Trust for each
                  Quarterly Collection Period will be an amount calculated:

                  (i)      on  the  aggregate  Housing  Loan  Principal  of  the
                           Purchased  Receivables  on  the  first  day  of  that
                           Quarterly  Collection  Period;

                  (ii)     at the  rate of  0.015%  per  annum  or as  otherwise
                           agreed by the Manager,  the Trustee and the Custodian
                           from time to time;  and

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

                  or as  otherwise  agreed by the  Trustee,  the Manager and the
                  Custodian. That fee shall accrue due from day to day. That fee
                  is payable in Australian dollars.

         (e)      (FEE CHANGES TO TAKE ACCOUNT OF GST)

                  None of the above fees in this clause 6.1 are to be  increased
                  by reference to any applicable goods and services tax unless:

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

                  (ii)     the increase  will not result in the  downgrading  or
                           withdrawal of the rating of any Notes.

6.2      AMENDMENTS TO MASTER TRUST DEED

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

         (a)      CLAUSE 1.1 - AUTHORISED INVESTMENT



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                  For the purposes of the definition of AUTHORISED INVESTMENT in
                  clause 1.1 of the Master Trust Deed:


                  (i)      each of the  investments in paragraphs (b), (d), (e),
                           (f),  (g), (h), (i) and (j) of that  definition  must
                           have a rating of AAA (long term) or A-1+ (short term)
                           (as the case may be) from S&P,  a rating of Aaa (long
                           term) or P-1  (short  term) (as the case may be) from
                           Moody's and a rating of AAA (long term) or F1+ (short
                           term)  (as the  case  may  be)  from  Fitch  to be an
                           AUTHORISED INVESTMENT for the Trust;

                  (ii)     each of the investments in paragraphs (b) and (d)-(j)
                           inclusive  of that  definition  must  mature no later
                           than the next  Quarterly  Payment Date  following its
                           acquisition;

                  (iii)    each  investment  must be  denominated  in Australian
                           Dollars;

                  (iv)     each  investment  must be of a type  which  does  not
                           adversely affect the 50% risk weighting attributed to
                           the  Notes by the Bank of  England  (as to which  the
                           Trustee  may  rely  on  external  advice);

                  (v)      each  investment  must be held by,  or in the name of
                           the Trustee or its nominee; (vi) sub-paragraph (i) is
                           deleted and replaced with the following

                                    securities   which   are    "mortgage-backed
                                    securities"  within the  meaning of both the
                                    Duties Act,  1997 of New South Wales and the
                                    Trustee Act, 1958 of Victoria.

                  (vii)    sub-paragraph (j)(1) is deleted and replaced with the
                           following:

                                    prescribed for the purposes of sub-paragraph
                                    (d)  of  the  definition  of  a  "prescribed
                                    property"  in the  Duties  Act,  1997 of New
                                    South  Wales,  or  are  otherwise   included
                                    within the definition of "pool of mortgages"
                                    in that Act; and

                  (viii)   the  reference to Stamp Duties Act,  1920 in the last
                           paragraph of that  definition is deleted and replaced
                           with Duties Act,  1997.

         (b)      CLAUSE 1.1 - AUTHORISED SIGNATORY

                   The  definition  of  Authorised   Signatory  is  deleted  and
                   replaced with the following:

                           AUTHORISED  SIGNATORY in relation to any  corporation
                           means  any  person  from  time to time  certified  in
                           writing by two directors of the  corporation  (or, in
                           the case of the Trustee,  by any divisional  manager)
                           to be an  authorised  signatory  of the  corporation,
                           whose signature appears on such certificate and which
                           signature is certified  thereon by such directors (or
                           such   divisional   manager)  to  be  that   person's
                           signature(and,  in the  case  of the  Trustee  or the
                           Security  Trustee (as the case may be), also includes
                           any  officer of the Trustee or the  Security  Trustee
                           (as the  case  may be)  who has the  word  "manager",
                           "group executive" or "counsel" in their title).

         (C)      CLAUSE  1.1 - CEDEL BANK

                  (i)      The  definition  of  Cedel  Bank is  deleted  and the
                           following definition inserted:


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                            "CLEARSTREAM,  LUXEMBOURG means Clearstream Banking,
                            societe anonyme."

                  (ii)     Each reference to "Cedel Bank" in:

                           (A)      paragraph (u) of the  definition of EXPENSES
                                    in clause 1.1; and

                           (B)      the definition of NOTEHOLDERS in clause 1.1,

                            is deleted and replaced with the words "Clearstream,
                            Luxembourg"

         (d)      CLAUSE 1.1 - EUROCLEAR

         The  definition  of Euroclear is deleted and the  following  definition
         inserted:

                  "EUROCLEAR means Euroclear Bank S.A./N.V."

         (e)      CLAUSE 1.1 - EXPENSES

                  For the purposes of the  definition  of EXPENSES in clause 1.1
                  of the Master Trust Deed, a new  paragraph  (w) is inserted as
                  follows and the existing paragraph (w) becomes paragraph (x).

                           "(w)     any fees and  expenses  payable to any Stock
                                    Exchange  or DTC  from  time  to time by the
                                    Trustee;"

         (f)      CLAUSE 1.1 - EXTRAORDINARY RESOLUTION

                  For the purposes of the definition of EXTRAORDINARY RESOLUTION
                  in clause 1.1 of the Master  Trust Deed,  that  definition  is
                  deleted and the following definition is inserted.

                           "Extraordinary Resolution" means, in relation to:

                           (a)      any Class of A$  Noteholders  subject to the
                                    provisions of the Security Trust Deed:

                                    (i)      a resolution passed at a meeting of
                                             that Class of A$  Noteholders  duly
                                             convened  and  held  in  accordance
                                             with the  provisions  contained  in
                                             clause 29 of this Master Trust Deed
                                             by a  majority  consisting  of  not
                                             less than 75% of the votes  able to
                                             be cast by the relevant Noteholders
                                             (cast by show of hands or poll,  as
                                             the  case   may  be);   or

                                    (ii)     a  resolution   in  writing   under
                                             clause 29 of this Master Trust Deed
                                             signed  by all  Noteholders  in the
                                             relevant Class of Noteholders;

                           (b)      all  Noteholders   means,   subject  to  the
                                    provisions  of  the  Security  Trust  Deed a
                                    resolution  passed,  in a meeting  of all A$
                                    Noteholders   duly   convened  and  held  in
                                    accordance with the provisions  contained in
                                    clause 29 of this Master Trust Deed and in a
                                    meeting  of US$  Noteholders  in  accordance
                                    with  the  Note  Trust  Deed,   by  majority
                                    consisting  of not less than 75%  calculated
                                    as follows:

                                            (A X I) + U
                                            -----------
                                                T




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                                Where: A =      the percentage of A$ Noteholders
                                                voting    in   favour   of   the
                                                resolution;

                                       I =      the   US$   Equivalent   of  the
                                                aggregate Invested Amount of all
                                                A$ Notes;

                                       U =      the aggregate Invested Amount of
                                                the  US$   Notes   held  by  US$
                                                Noteholders  who voted in favour
                                                of the resolution

                                       T =      the Total Invested Amount.

                           (c)      all Class A  Noteholders  means,  subject to
                                    the  provisions of the Security Trust Deed a
                                    resolution passed, in a meeting of all Class
                                    A-3  Noteholders  duly  convened and held in
                                    accordance with the provisions  contained in
                                    clause 29 of this Master Trust Deed and in a
                                    meeting  of US$  Noteholders  in  accordance
                                    with  the  Note  Trust  Deed,   by  majority
                                    consisting  of not less than 75%  calculated
                                    as follows:

                                            (A X I) + U
                                            -----------
                                                 T


                                Where: A =     the   percentage  of  Class  A-3
                                               Noteholders  voting in favour of
                                               the resolution;

                                       I =      the   US$   Equivalent   of  the
                                                aggregate Invested Amount of all
                                                Class A-3 Notes;

                                       U =      the aggregate Invested Amount of
                                                the  US$   Notes   held  by  US$
                                                Noteholders  who voted in favour
                                                of the resolution

                                       T =      the aggregate Invested Amount of
                                                all Class A Notes.

         (G)      CLAUSE 1.1 - DEFINITIONS

                  For the purpose of the Trust,  the following  new  definitions
                  are  inserted,  in  alphabetical  order,  in clause 1.1 of the
                  Master Trust Deed:

                           APPLICATION  FOR NOTES  means an  application  for A$
                           Notes in the form of schedule 2 to the  Supplementary
                           Terms  Notice or in such  other form as may from time
                           to  time  be  agreed  between  the  Trustee  and  the
                           Manager.

                           AUSTRACLEAR means Austraclear Limited.

                           AUSTRACLEAR   REGULATIONS   means   the   regulations
                           published by Austraclear.

                           AUSTRACLEAR SYSTEM means the System as defined in the
                           Austraclear Regulations.



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                           MARKED NOTE TRANSFER means a Note Transfer  marked as
                           in  accordance  with clause 7.15 of this Master Trust
                           Deed.

                           NOTE ACKNOWLEDGEMENT  means an acknowledgement of the
                           registration  of a person as the holder of an A$ Note
                           in  the   form  set  out  in   schedule   3  to  this
                           Supplementary  Terms  Notice or in such other form as
                           may from time to time be agreed  between  the Trustee
                           and the Manager.

                           NOTE TRANSFER  means a transfer and  acceptance of A$
                           Notes  materially  in the form of  schedule 4 to this
                           Supplementary  Terms  Notice or in such other form as
                           may from time to time be agreed  between  the Trustee
                           and the Manager.

                           REGISTER  means in relation to a Trust,  the register
                           required to be maintained  in accordance  with clause
                           28 of this Master Trust Deed.

                           REPRESENTATIVE means:

                  (i)      in the case of any A$ Noteholder,  a person appointed
                           as a proxy for that Noteholder under clause 29.9; and

                  (ii)     without  limiting the generality of paragraph (a), in
                           the  case  of  an  A$  Noteholder  which  is  a  body
                           corporate,  a person  appointed under clause 29.10 by
                           that A$  Noteholder."

         (h)      CLAUSE 1.1 - GUARANTEED INVESTMENT CONTRACT

                  For the purposes of the  definition of  GUARANTEED  INVESTMENT
                  CONTRACT in clause 1.1 of the Master Trust Deed, the words "or
                  any equivalent  regulations  issued under the Duties Act 1997"
                  are inserted at the end of that definition.

         (i)      CLAUSE 1.1 - RESIDUAL CAPITAL BENEFICIARY

                  New definitions are inserted as follows:

                  RESIDUAL  CAPITAL  BENEIFICIARY,  in relation to a trust,  any
                  person who holds or is taken to hold a Residual Capital Unit

         (j)      CLAUSE 1.1 - RESIDUAL CAPITAL UNIT

                  New definitions are inserted as follows:

                  RESIDUAL  CAPITAL UNIT in relation to a trust, has the meaning
                  given in the Supplementary Terms Notice for that Trust.

         (k)      CLAUSE 1.1 - RESIDUAL INCOME BENEFICIARY

                  New definitions are inserted as follows:

                  RESIDUAL  INCOME  BENEFICIARY,  in  relation  to a trust,  any
                  person who hold or is taken to hold a Residual Income Unit.

         (l)      CLAUSE 1.1 - RESIDUAL INCOME UNIT

                  New definitions are inserted as follows:

                  RESIDUAL  INCOME UNIT in relation to a trust,  has the meaning
                  given in the Supplementary Terms Notice for that Trust.



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         (m)      CLAUSE 1.1 - TERMINATION DATE

                  For the  purpose  of the  definition  of  TERMINATION  DATE in
                  clause  1.1 of the  Master  Trust  Deed,  the  words  "and the
                  Trustee  and the  Manager  agree  that no  further  Notes  are
                  proposed  to be  issued by the  Trustee  in  relation  to that
                  Trust" are  inserted  at the end of  paragraph  (c)(i) of that
                  definition.

         (n)      CLAUSE 4 - NOTES

                  For the  purposes of the Trust,  clause 4 in the Master  Trust
                  Deed is deleted and the  following new clause 4 is inserted as
                  follows.

                  4.       NOTES

                  4.1      ACKNOWLEDGEMENT OF INDEBTEDNESS

                            Subject to the terms of this  Master  Trust Deed and
                            the  Supplementary  Terms Notice:

                           (a)      each  entry in the  Register  relating  to a
                                    Trust in respect of an A$ Note; and

                           (b)      each US$ Note issued by a Trust,

                           constitutes    an     independent     and    separate
                           acknowledgement  to the  relevant  Noteholder  by the
                           Trustee of its  indebtedness  as trustee of the Trust
                           for the Invested  Amount of that Note  together  with
                           the other  rights  given to  Noteholders  under  this
                           Master Trust Deed, the Supplementary Terms Notice and
                           the  Security  Trust Deed,  and (in relation to a US$
                           Note)   the  Note   Trust   Deed  and  the   relevant
                           Conditions.

                  4.2      LEGAL NATURE OF NOTES

                           (a)      A$ Notes  will be in the  form of  inscribed
                                    stock,  and  the  Trustee's  obligations  in
                                    relation  to those A$ Notes and  under  this
                                    Master  Trust and this  Supplementary  Terms
                                    Notice   in   respect   of  those  A$  Notes
                                    (including any obligation to pay interest or
                                    principal)   will   become    effective   on
                                    inscription  in the  Register  for the Trust
                                    under   this    Master    Trust   and   this
                                    Supplementary  Terms  Notice of the  details
                                    for those A$ Notes.

                           (b)      US$  Notes  will  be in  registered  form in
                                    respect of  Book-Entry  Notes and will be in
                                    bearer  or  registered  form in  respect  of
                                    Definitive  Notes,  provided that there will
                                    be no  bearer  notes  issued  in the  United
                                    States of America.

                  4.3      TERMS OF NOTES

                           (a)      All Notes  issued by the  Trustee as trustee
                                    of a Trust  shall be issued with the benefit
                                    of, and subject to, this Master  Trust Deed,
                                    the relevant  Supplementary Terms Notice and
                                    the  relevant  Security  Trust Deed and,  in
                                    relation to the US$ Notes, the relevant Note
                                    Trust Deed and the relevant Conditions.

                           (b)      The  documents  referred to in paragraph (a)
                                    are binding on the Manager, the Trustee, the
                                    Note Trustee,  the Security  Trustee and the
                                    Noteholders.


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                  4.4      INTEREST AND PRINCIPAL ENTITLEMENT OF NOTEHOLDERS

                           Subject  to this  Master  Trust  Deed,  the  relevant
                           Supplementary  Terms Notice and the relevant Security
                           Trust Deed and,  in  relation  to the US$ Notes,  the
                           relevant Note Trust Deed and the relevant  Conditions
                           (and, in particular,  subject to any such  provisions
                           which provide for principal  losses to be charged off
                           against any Notes), the Trustee as trustee of a Trust
                           shall,  in respect of the Notes  issued by it in that
                           capacity,  pay or cause to be paid to the Noteholders
                           (as relevant) of those Notes;

                           (a)      (INTEREST)  Interest   Entitlement  on  each
                                    Interest Payment Date; and

                           (b)      (PRINCIPAL)  their Principal  Entitlement on
                                    each Quarterly Payment Date.

                  4.5      NOTES NOT INVALID IF ISSUED IN BREACH

                           No Note  shall be  invalid  or  unenforceable  on the
                           ground  that it was  issued in breach of this  Master
                           Trust Deed, the relevant  Supplementary  Terms Notice
                           or any other Transaction Document.

                  4.6      LOCATION OF A$ NOTES

                           The  property in the A$ Notes shall for all  purposes
                           be  regarded  as  situated  at the  place  where  the
                           Register  on which  those A$ Notes  are  recorded  is
                           located.

                  4.7      NO DISCRIMINATION BETWEEN NOTEHOLDERS

                           There shall not be any  discrimination  or preference
                           between   Notes   within  the  same  Class,   or  the
                           corresponding Noteholders,  in relation to a Trust by
                           reason of the time of issue of Notes or for any other
                           reason,  subject  only  to  the  Supplementary  Terms
                           Notice  relating  to  the  Notes,  the  terms  of the
                           Security  Trust Deed (if any)  relating  to the Trust
                           and (in relation to the US$ Notes) the relevant  Note
                           Trust Deed and the relevant Conditions.

                  4.8      NOTE REGISTER

                           In the event that any Definitive  Notes are issued in
                           registered form, the Trustee (or if the Trustee fails
                           to do so, the Manager on behalf of the Trustee)  will
                           appoint a person to operate  and  maintain a register
                           of those Definitive Notes in accordance with standard
                           United States practice and law.

         (o)      CLAUSE 5.3 - RANKING OF INTEREST OF BENEFICIARY

                  For the purposes of clause 5.3 of the Master  Trust Deed,  the
                  Trustee  may  seek  and rely  upon a  direction  from the Note
                  Trustee as to the interests of the US$ Noteholders.

         (p)      CLAUSES  6.1 AND  6.6(A) - NOTE  ISSUE  DIRECTION

                  (i)      For the  purposes  of clause 6.1 of the Master  Trust
                           Deed,  the Note Issue  Direction for the Notes may be
                           issued by the  Manager on or at any time prior to the
                           Note Issue Date for the Notes.

                  (ii)     For the purposes of clause 6.6(a) of the Master Trust
                           Deed, the  certification  by the Manager may occur on
                           or at any time  prior to the Note  Issue Date for the
                           Notes.


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         (q)      CLAUSE 6.7 -  SUBSCRIPTION  AGREEMENT

                  (i)      Clause  6.7(c) of the Master Trust Deed is amended by
                           replacing paragraph (i) with the following

                          (i)      (TRANSACTION   DOCUMENTS)  entered  into  the
                                   Transaction  Documents to which it is a party
                                   in its capacity as trustee of the Trust.

                  (ii)     For the purposes of clause  6.7(a)(iii),  the Trustee
                           will  enter  into the  Subscription  Agreements.

         (r)      CLAUSE 6.8 - ACTION FOLLOWING NOTE ISSUE

                  For the purposes of the Trust,  clause 6.8 of the Master Trust
                  Deed is deleted and the following new clause 6.8 is inserted:

                           6.8      ACTION FOLLOWING NOTE ISSUE

                                    As soon as  practicable  after a Note  Issue
                                    Date for a Trust:

                                    (a)      in relation to A$ Notes only:

                                            (i)      (ENTER   DETAILS   IN   THE
                                                     REGISTER) the Trustee shall
                                                     enter into the Register for
                                                     that  Trust  in  accordance
                                                     with    clause    28    the
                                                     information  required under
                                                     clause 28.1;

                                            (ii)     (ISSUE                 NOTE
                                                     ACKNOWLEDGEMENT)        the
                                                     Trustee  shall issue a Note
                                                     Acknowledgement  to each A$
                                                     Noteholder  in  respect  of
                                                     its  holding  of A$  Notes;
                                                     and

                                            (iii)    (ISSUE      MARKED     NOTE
                                                     TRANSFERS)  if requested by
                                                     an  A$  Noteholder  in  its
                                                     Application for Notes,  the
                                                     Trustee   shall   issue   a
                                                     Marked  Note   Transfer  to
                                                     that A$ Noteholder; and

                                    (b)     in relation  to US$ Notes only,  the
                                            Trustee  shall issue those US$ Notes
                                            in accordance with the relevant Note
                                            Trust   Deed   and   the    relevant
                                            Supplementary Terms Notice.

         (S)      CLAUSE 7 - TRANSFER OF NOTES

                  For the  purpose of this Trust,  Clause 7 of the Master  Trust
                  Deed is deleted and the following new clause 7 is inserted:

                  7.       TRANSFER OF NOTES

                  7.1      NO RESTRICTIONS ON TRANSFER OF NOTES

                           Subject to this  Master  Trust Deed and the  relevant
                           Supplementary Terms Notice and (in respect of the US$
                           Notes) the relevant  Note Trust Deed and  Conditions,
                           there  shall be no  restriction  on the  transfer  of
                           Notes.

                  7.2      MINIMUM TRANSFER

                           (a)      An A$  Noteholder  must not  transfer any A$
                                    Notes held by it unless:



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                                   (i)      the amount payable by the transferee
                                            for  those A$ Notes is not less than
                                            A$500,000; or

                                   (ii)     the  offer  or   invitation  to  the
                                            transferee  by the A$  Noteholder in
                                            relation to the A$ Notes is an offer
                                            or invitation  that will not require
                                            disclosure  under  Part  6D.2 of the
                                            Corporations Law.

                           (b)     No A$ Note  has  been  or will be  registered
                                   under the  United  States  Securities  Act of
                                   1933 as amended (the  SECURITIES ACT) and may
                                   not be  offered  or sold  within  the  United
                                   States or to, or for the  account  or benefit
                                   of,  US  persons  except in  accordance  with
                                   Regulation  S  under  the  Securities  Act or
                                   pursuant   to   an    exemption    from   the
                                   registration  requirements  of the Securities
                                   Act.  Terms used in this  paragraph  have the
                                   meanings  given to them by Regulation S under
                                   the Securities Act.

                           (c)     No  transfer  may be made of any US$ Notes in
                                   circumstances   which   would   require   the
                                   preparation,   issue   and/or   filing  of  a
                                   prospectus in England  pursuant to the Public
                                   Offers  of  Securities  Regulations  1995  or
                                   under   any    replacement    or   subsidiary
                                   legislation or regulations.

                           (d)     None  of  the  Trustee,   the  Manager,   the
                                   Servicer, any Note Manager, the Note Trustee,
                                   the Security Trustee or an Approved Seller is
                                   liable to any  Noteholder  in  relation  to a
                                   breach by that Noteholder of paragraph (b).

                  7.3      FORM OF TRANSFER

                           Every  transfer  of A$ Notes  shall be  effected by a
                           Note Transfer.

                  7.4      EXECUTION OF NOTE TRANSFER

                           Every  Note  Transfer  shall  be duly  completed  and
                           executed by the transferor and transferee.

                  7.5      STAMPING OF NOTE TRANSFER

                           Every Note Transfer  lodged with the Trustee shall be
                           duly stamped (if applicable).

                  7.6      DELIVERY OF NOTE TRANSFER TO TRUSTEE

                           Every  Note  Transfer   shall  be  delivered  to  the
                           Trustee,  together with the Note  Acknowledgement  to
                           which it relates, for registration.

                  7.7      REGISTRATION OF TRANSFEREE AS A$ NOTEHOLDER

                           Subject  to this  clause  7, the  Trustee  shall,  on
                           receipt of a Note  Transfer,  enter the transferee in
                           the  Register as the holder of the A$ Notes which are
                           the subject of the Note Transfer.

                  7.8      TRUSTEE  ENTITLED  TO  REFUSE  TO  REGISTER  CLASS  B
                           TRANSFER

                           The Trustee may refuse to register any Note  Transfer
                           which would result in:

                           (a)      (BREACH)  a  contravention  of or failure to
                                    observe:

                  (i)      (MASTER  TRUST DEED) the terms of this  Master  Trust
                           Deed;



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                  (ii)     (SUPPLEMENTARY   TERMS   NOTICE)  the  terms  of  the
                           Supplementary Terms Notice;

                  (iii)    (SECURITY TRUST DEED) the terms of the Security Trust
                           Deed; or

                  (iv)     (THE LAW) any law of an Australian Jurisdiction; or

                           (b)     (REQUIRES   REGISTRATION)  an  obligation  to
                                   procure  registration  of any  of  the  above
                                   with, or the approval of any of the above by,
                                   any Government Agency.

                  7.9      REFUSAL TO REGISTER ABSOLUTE

                           The Trustee shall not be bound to give any reason for
                           refusing  to  register  any  Note  Transfer  and  its
                           decision shall be final,  conclusive and binding.  If
                           the Trustee  refuses to  register a Note  Transfer it
                           shall, as soon as practicable  (and in no event later
                           than 7 days  after  the date the  Note  Transfer  was
                           lodged  with  it),  send  to the  transferor  and the
                           transferee notice of such refusal.

                  7.10     NO FEE FOR REGISTRATION OF A NOTE TRANSFER

                           No fee shall be charged for the  registration  of any
                           Note Transfer.

                  7.11     TAKING EFFECT OF NOTE TRANSFERS

                           (a)     (NOTE    TRANSFER   NOT    EFFECTIVE    UNTIL
                                   REGISTRATION)  A Note Transfer shall not take
                                   effect  until  registered  by the Trustee and
                                   until  the   transferee  is  entered  in  the
                                   Register  as the holder of the A$ Notes which
                                   are the  subject  of the Note  Transfer,  the
                                   transferor  shall  remain the holder of those
                                   A$ Notes.

                           (b)     (TRANSFER RECEIVED WHEN REGISTER CLOSED) When
                                   a Note  Transfer  is  received by the Trustee
                                   during any period when the Register is closed
                                   for  any  purpose,   the  Trustee  shall  not
                                   register the Note Transfer until the Business
                                   Day after the day on which that  Register  is
                                   reopened.

                  7.12     RIGHTS AND OBLIGATIONS OF TRANSFEREE

                           Subject to this  Master  Trust Deed and the  relevant
                           Supplementary Terms Notice, a transferee of A$ Notes,
                           on being  noted in the  Register as the holder of the
                           A$  Notes,   shall  have  the  following  rights  and
                           obligations:

                           (a)     (THOSE OF THE  TRANSFEROR) all the rights and
                                   the   obligations    which   the   transferor
                                   previously had; and

                           (b)     (THOSE  UNDER  MASTER  TRUST  DEED)  all  the
                                   rights and obligations of an A$ Noteholder as
                                   provided  by this  Master  Trust Deed and the
                                   relevant Supplementary Terms Notice as if the
                                   transferee  was  originally  a party  to this
                                   Master  Trust  Deed  and  that  Supplementary
                                   Terms Notice.

                  7.13     PAYMENTS TO TRANSFEREE

                           Subject to this Master Trust Deed  (including  clause
                           32.1 of the  Master  Trust  Deed),  on the entry of a
                           transferee   of  A$  Notes  in  the   Register,   the
                           transferee  shall  become  entitled  to  receive  any
                           payments  then due or  which  may  become  due to the
                           holder of the relevant A$ Notes (including whether or
                           not the entitlement to




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                           payment  wholly or partly  arose or accrued  prior to
                           the transfer and the Trustee shall be discharged  for
                           any such payment made to the transferee).

                  7.14     TRANSMISSION OF ENTITLEMENTS

                           (a)     (ELECTION) Any person becoming entitled to an
                                   A$  Note as a  result  of the  death,  mental
                                   incapacity  or bankruptcy of an A$ Noteholder
                                   may,  on  producing   such  evidence  as  the
                                   Trustee requires of their entitlement,  elect
                                   to be either  registered as the A$ Noteholder
                                   in  respect  of the  relevant  A$ Notes or to
                                   transfer  the  relevant  A$  Notes to a third
                                   party in the manner specified in this clause.

                           (b)      (METHOD OF ELECTION)  If an entitled  person
                                    elects   to  be   registered   as   the   A$
                                    Noteholder,  the person shall deliver to the
                                    Trustee a notice in writing  to this  effect
                                    signed by the person.  If the person  elects
                                    to have another person  registered he or she
                                    shall execute a Note Transfer in relation to
                                    the  relevant  A$  Notes in  favour  of that
                                    other  person.  All the  provisions  of this
                                    Master   Trust   Deed   and   the   relevant
                                    Supplementary  Terms Notice  relating to the
                                    transfer of A$ Notes and the registration of
                                    Note  Transfers  shall be  applicable to any
                                    such  notice  or  Note  Transfer  as if  the
                                    death,  mental  incapacity  or bankruptcy of
                                    the A$  Noteholder  had not occurred and the
                                    notice or Note  Transfer was a Note Transfer
                                    executed by the A$ Noteholder.

                           (c)     (DISCHARGE)  A  person  entitled  to A$ Notes
                                   under  this  clause   shall  be  entitled  to
                                   receive and may give a good discharge for all
                                   moneys  payable  in  respect of such A$ Notes
                                   but,  except as  otherwise  provided  by this
                                   Master    Trust   Deed   and   the   relevant
                                   Supplementary  Terms  Notice,  shall  not  be
                                   entitled  to any of the rights or  privileges
                                   of an A$  Noteholder  unless  and  until  the
                                   person  is  entered  in the  Register  as the
                                   holder of those A$ Notes.

                  7.15     MARKED NOTE TRANSFER

                           (a)     (ENTITLEMENT TO MARKING) An A$ Noteholder may
                                   from  time to time  request  the  Trustee  to
                                   provide the A$ Noteholder  with a Marked Note
                                   Transfer.

                           (b)     (MARKING) The A$  Noteholder  shall deliver a
                                   Note  Transfer to the Trustee and the Trustee
                                   shall mark the Note  Transfer  in such manner
                                   as agreed  from  time to time by the  Trustee
                                   and the  Manager and issue the same to the A$
                                   Noteholder.

                           (c)     (TRUSTEE  WILL NOT REGISTER  TRANSFER)  Until
                                   the  expiry  of 90 days  (or  any  substitute
                                   period as the Trustee and Manager  agree from
                                   time   to   time   and  as   advised   to  A$
                                   Noteholders)  from the date on which the Note
                                   Transfer  was marked,  the Trustee  shall not
                                   register any transfer of A$ Notes relating to
                                   the Marked Note  Transfer  otherwise  than on
                                   that Marked Note Transfer.



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                           (d)     (NO  EXTENSION  BY CLOSING OF  REGISTER)  The
                                   period referred to in sub-paragraph (c) shall
                                   not  be   extended  by  the  closing  of  the
                                   Register for any purpose.

                           (e)     (DELIVERY)  A Marked Note  Transfer  shall be
                                   issued  to  an  A$   Noteholder  by  personal
                                   delivery  at  the  time  the  A$   Noteholder
                                   attends  the  offices of the Trustee (or such
                                   other place nominated by the Trustee) for the
                                   marking of the Note Transfer by the Trustee.

                  7.16     RELIANCE ON DOCUMENTS

                           The  Trustee  shall be  entitled to accept and assume
                           the authenticity and genuineness of any Note Transfer
                           or other  document  produced to it and to assume that
                           any Note  Transfer or other  document  produced to it
                           has been  duly  executed.  The  Trustee  shall not be
                           bound to enquire into the authenticity or genuineness
                           of any Note Transfer or other document,  nor shall it
                           incur any liability for registering any Note Transfer
                           which is  subsequently  discovered to be a forgery or
                           otherwise  defective,  unless the  Trustee had actual
                           notice  of such  forgery  or  defect  at the  time of
                           registration of such Note Transfer.

                  7.17     SPECIMEN SIGNATURES

                           The  Trustee  may  (but  need  not)  require  each A$
                           Noteholder to submit specimen  signatures (and in the
                           case of a corporation may require those signatures to
                           be authenticated by the secretary or director of such
                           A$ Noteholder) of persons  authorised to execute Note
                           Transfers on behalf of such A$  Noteholder  and shall
                           be  entitled  to  assume   (until   notified  to  the
                           contrary) that such authority has not been revoked.

                  7.18     NOTES LODGED WITH AUSTRACLEAR

                           If A$ Notes are lodged into the  Austraclear  System,
                           the Trustee shall enter  Austraclear  in the Register
                           as the holder of those A$ Notes. While those A$ Notes
                           remain in the Austraclear System:

                           (a)     all  payments  and  notices  required  of the
                                   Trustee  and the Manager in relation to those
                                   A$ Notes will be directed to Austraclear; and

                           (b)     all  dealings   (including   transfers)   and
                                   payments in relation to those A$ Notes within
                                   the  Austraclear  System  will be governed by
                                   the  Austraclear  Regulations  and  need  not
                                   comply  with this  clause 7 to the  extent of
                                   any inconsistency.

         (t)      CLAUSE 7A - NOTE ACKNOWLEDGEMENT

                  For the  purposes  of the Trust a new clause 7A is inserted in
                  the Master Trust Deed as follows:

                           7A.      NOTE ACKNOWLEDGEMENT

                           7A.1     ISSUE OF NOTE ACKNOWLEDGEMENT




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                                    When  a  person  has  been  entered  in  the
                                    Register as the holder of A$ Notes,  as soon
                                    as  practicable  (and in any  event no later
                                    than 5 Business Days or such shorter  period
                                    specified  in  the  relevant   Supplementary
                                    Terms Notice or as  otherwise  agreed by the
                                    Trustee  with  the  person  or the  Manager)
                                    thereafter,  the Trustee  shall issue a Note
                                    Acknowledgement to that person in respect of
                                    those  A$  Notes.  If the  person  has  been
                                    entered  into  the  Register  under  a  Note
                                    Transfer  and the  transferor  continues  to
                                    retain a holding  of A$ Notes,  the  Trustee
                                    shall,  within the same period stated above,
                                    issue    to    the    transferor    a   Note
                                    Acknowledgement  in respect of that retained
                                    holding of A$ Notes. No certificates will be
                                    issued in respect of A$ Notes.

                           7A.2     NOTE   ACKNOWLEDGEMENT  NOT  CERTIFICATE  OF
                                    TITLE

                                    A  Note  Acknowledgement   shall  not  be  a
                                    certificate  of title as to A$ Notes and the
                                    Register   shall  be  the  only   conclusive
                                    evidence  of the  ownership  of A$ Notes and
                                    the   entitlements   under   them.   A  Note
                                    Acknowledgement   cannot   be   pledged   or
                                    deposited  as security nor can an A$ Note be
                                    transferred  by  delivery  of  only  a  Note
                                    Acknowledgement.

                           7A.3     EXECUTION OF NOTE ACKNOWLEDGEMENT

                                    Each Note Acknowledgement shall be signed on
                                    behalf  of  the  Trustee  manually,   or  in
                                    facsimile by mechanical or electronic means,
                                    by any Authorised  Signatory of the Trustee.
                                    If any  Authorised  Signatory of the Trustee
                                    whose   signature    appears   on   a   Note
                                    Acknowledgement  dies or otherwise ceases to
                                    be an Authorised  Signatory  before the Note
                                    Acknowledgement has been issued, the Trustee
                                    may    nevertheless     issue    the    Note
                                    Acknowledgement.

                           7A.4     MORE THAN ONE NOTE ACKNOWLEDGEMENT

                                    If an A$  Noteholder  wishes to receive more
                                    than  one  Note   Acknowledgement  it  shall
                                    return  its  Note   Acknowledgement  to  the
                                    Trustee  and at the  same  time  request  in
                                    writing the issue of a  specified  number of
                                    separate Note  Acknowledgements.  Subject to
                                    clause 4.5,  the  Trustee  shall then cancel
                                    the original Note Acknowledgement and issue,
                                    in lieu, separate Note  Acknowledgements.  A
                                    fee prescribed by the Trustee (not exceeding
                                    $10 for each Note Acknowledgement)  shall be
                                    paid by the A$ Noteholder to the Trustee.

                           7A.5     WORN    OUT,    DEFACED    OR   LOST    NOTE
                                    ACKNOWLEDGEMENT

                                    If any Note  Acknowledgement  is worn out or
                                    defaced  then, on production to the Trustee,
                                    the  Trustee  may  cancel  the  same and may
                                    issue  a new  Note  Acknowledgement.  If any
                                    Note  Acknowledgement  is lost or  destroyed
                                    then,  on proof to the  satisfaction  of the
                                    Trustee,   and  on  such  indemnity  as  the
                                    Trustee may  consider  adequate  having been
                                    given, a new Note  Acknowledgement  shall be
                                    given to the person entitled to such lost or
                                    destroyed Note Acknowledgement.  An entry as
                                    to the issue of the



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                                    new   Note   Acknowledgement   and   of  the
                                    indemnity  (if  any)  shall  be  made in the
                                    Register.  A fee  prescribed  by the Trustee
                                    (not  exceeding  $10)  shall  be paid by the
                                    person     requesting     the    new    Note
                                    Acknowledgement to the Trustee.

                           7A.6     JOINT HOLDINGS

                                    If a  single  parcel  of A$ Notes is held by
                                    more than one person,  only the person whose
                                    name  stands   first  in  the   Register  in
                                    relation to that parcel of A$ Notes shall be
                                    entitled to:

                                   (a)      be   issued   the   relevant    Note
                                            Acknowledgement  and, if applicable,
                                            a Marked Note Transfer;

                                   (b)      be given any notices; and

                                   (c)      be paid any moneys due in respect of
                                            such A$ Notes.

                           7A.7     DELIVERY OF NOTE ACKNOWLEDGEMENT

                                    A Note  Acknowledgement  may be  sent to the
                                    relevant  A$   Noteholder   by  mail  or  by
                                    personal  delivery  to the  A$  Noteholder's
                                    address  appearing  in the  Register and the
                                    Note Acknowledgement so sent shall be at the
                                    risk of that A$ Noteholder.

         (u)      CLAUSE 8.5 - AUTHORISED INVESTMENT

                  For the purposes of Clause 8.5 of the Master  Trust Deed,  but
                  subject  always to the right of  substitution  under clause 8,
                  Authorised  Investments  shall not include  those  investments
                  specified  in  paragraphs  (a)  and (c) of the  definition  of
                  Authorised Investments in the Master Trust Deed, namely:

                  (i)      Loans secured by Mortgages,  those  Mortgages,  other
                           Related Securities and Receivable Rights; and

                  (ii)     other   Receivables,    Receivable   Securities   and
                           Receivable Rights approved by the Manager.

         (v)      CLAUSE 12.3(B) SALE NOTICE

                  For the purposes of clause 12.3(b) of the Master Trust Deed, a
                  Sale Notice may be  delivered  to the Trustee by the  Approved
                  Seller on or at any time prior to the Expiry Time.

         (w)      CLAUSE 12.5(A)(III) - CONDITIONS PRECEDENT TO PURCHASE

                  For the  purposes of clause  12.5(a)(iii)  of the Master Trust
                  Deed, the following is a condition  precedent to the giving of
                  a Sale Notice:

                  (i)      (CERTIFIED  COPIES)  Certified copies of the forms of
                           each Mortgage  Insurance Policy, and the forms of the
                           Receivable  Agreements,  relating  to  the  Purchased
                           Receivables.

         (x)      CLAUSE 12.6(A)(VII) REPRESENTATIONS AND WARRANTIES



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                  For the  purposes of clause  12.6(a)(vii)  of the Master Trust
                  Deed,  the  Approved   Seller  makes  the  following   further
                  representations  and  warranties  in  relation  to  each  Sale
                  Notice.

                  (i)      (ASSIGNABILITY)  All consents required in relation to
                           the  assignment of the  Receivables  specified in the
                           Sale  Notice and the related  Receivable  Rights have
                           been  obtained.   Those  Receivables  and  Receivable
                           Rights are assignable.

                  (ii)     (QUALITY  OF  TITLE)  It  is  the  sole,   legal  and
                           beneficial owner of the Receivables  specified in the
                           Sale Notice and the related Receivable Rights.  Those
                           Receivables  and  the  related   Receivable   Rights,
                           together  with the  interest of the  Approved  Seller
                           under the  Relevant  Documents,  are owned by it free
                           and clear of any  Security  Interest  (other than any
                           Security Interest arising solely as the result of any
                           action  taken by the Trustee in  connection  with the
                           Trust).

                  (iii)    (ELIGIBLE  RECEIVABLE)  As at  the  relevant  Cut-Off
                           Date, each Receivable  which is specified in the Sale
                           Notice is an Eligible Receivable.  In relation to any
                           related  Receivable  Security  that is required to be
                           registered  with any  Government  Agency and which is
                           not  registered  at its  Cut-Off  Date,  it  will  be
                           registered.

                  (iv)     (RECEIVABLE    SECURITIES)    Each   Receivable   and
                           Receivable  Security  which is  specified in the Sale
                           Notice and each  Related  Security is legally  valid,
                           binding  and   enforceable   against   the   relevant
                           Obligor(s)  in all  material  respects  except to the
                           extent  that  it is  affected  by  laws  relating  to
                           creditors rights  generally,  or doctrines of equity.

                  (v)      (SET OFF) Once equitably assigned to the Trustee,  no
                           Receivable  which is  specified in the Sale Notice or
                           related Receivable Right will be subject to any right
                           of  rescission,  set  off,  counterclaim  or  similar
                           defence.

                  (vi)     (COMPLIANCE  WITH  LAWS) At the time each  Receivable
                           and  Receivable  Security  which is  specified in the
                           Sale  Notice and each  Related  Security  was entered
                           into and up to and  including  the Closing  Date,  it
                           complied in all  material  respects  with  applicable
                           laws,  including,   without  limitation,   where  the
                           Consumer  Credit  Legislation  applies,  the Consumer
                           Credit   Legislation   and  the  performance  by  the
                           Approved Seller of its obligations in respect of each
                           such  Receivable,  Receivable  Security  and  Related
                           Security   (including   without    limitation,    its
                           variation,   discharge,   release,    administration,
                           servicing  and  enforcement)  up to and including the
                           Closing Date  complied in all material  respects with
                           applicable laws including,  without limitation, where
                           the Consumer Credit Legislation applied, the Consumer
                           Credit Legislation.

                  (vii)    (OWNERSHIP) In relation to each  Receivable  Security
                           which is specified  in the Sale Notice,  the relevant
                           Obligor(s)  is or are the  sole  legal  owner  of the
                           relevant  Mortgaged  Property and  registered  as the
                           sole   proprietor(s)   of  the   relevant   Mortgaged
                           Property.

                  (viii)   (INSURANCE) Each Receivable which is specified in the
                           Sale  Notice is the  subject of a Mortgage  Insurance
                           Policy from a Mortgage Insurer for the scheduled term
                           of that  Receivable for the amount of that Receivable
                           and which is not subject to the



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                           Pool Policy.  The sale of each such Receivable to the
                           Trustee  is not  contrary  to the  relevant  Mortgage
                           Insurance Policy. The Approved Seller has not done or
                           omitted  to do  anything  which  might  prejudicially
                           affect  or limit  its  rights  or the  rights  of the
                           Trustee  under or in respect of a Mortgage  Insurance
                           Policy  (including  the payment of any  premiums  due
                           under that Mortgage  Insurance  Policy) to the extent
                           that those rights  relate to that  Receivable  or the
                           related Receivable Rights. On transfer to the Trustee
                           of equitable title to a Purchased Receivable:

                           (A)      the  Trustee  will have the  benefit  of the
                                    relevant Mortgage  Insurance Policy for that
                                    Receivable; and

                           (B)      the  Approved  Seller will  procure that the
                                    Trustee  receives  evidence of each Mortgage
                                    Insurer's  acknowledgement  of the transfer.

                  (ix)     (SOLVENCY OF MORTGAGE  INSURER)  The Approved  Seller
                           does not have actual notice that any Mortgage Insurer
                           under any Mortgage  Insurance Policy in relation to a
                           Receivable  is  insolvent  or will be unable to pay a
                           valid claim.

                  (x)      (SOLVENCY  OF OTHER  INSURERS)  The  officers  of the
                           Approved  Seller  who  have  responsibility  for  the
                           transactions    contemplated   by   the   Transaction
                           Documents do not have actual  notice that any insurer
                           under any  insurance  policy  (other  than a Mortgage
                           Insurer  under  any  Mortgage  Insurance  Policy)  in
                           relation  to a  Receivable  is  insolvent  or will be
                           unable to pay a valid claim.

                  (xi)     (SELECTION  PROCESS)  There is no fraud,  dishonesty,
                           material  misrepresentation or negligence on the part
                           of  the  Approved   Seller  in  connection  with  the
                           selection and offer to the Trustee of any Receivables
                           or related  Receivable  Securities which is specified
                           in the Sale Notice.

                  (xii)    (NO  VOID   TRANSACTIONS)   The   assignment  of  the
                           Receivables  which are  specified  in the Sale Notice
                           and Receivable  Rights will not be held by a court to
                           be an undervalue transfer,  a fraudulent  conveyance,
                           or a voidable  preference  under any law  relating to
                           insolvency.

                  (xiii)   (SECURITY INTEREST) The sale, transfer and assignment
                           of the Approved  Seller's interest in the Receivables
                           which  are  specified  in the  Sale  Notice  and  the
                           related  Receivable  Rights,  will not  constitute  a
                           breach  of any  Relevant  Document  or  the  Approved
                           Seller's  obligations  or a default  by the  Approved
                           Seller under any Security  Interest.

                  (xiv)    (RELEVANT DOCUMENTS) The Approved Seller holds in its
                           possession  or control all  Relevant  Documents  that
                           relate to the Receivables and the related  Receivable
                           Securities  which are  specified  in the Sale  Notice
                           necessary to register and enforce the  provisions  of
                           and the security  created by the relevant  Receivable
                           Securities.

                  (xv)     (SOLVENCY) The Approved Seller is solvent, is able to
                           pay its debts as and when they become due and payable
                           and has no notice of, nor taken any steps in relation
                           to, any  application  or order for its  winding up or
                           the  appointment of a receiver or liquidator to it or
                           any of its assets.




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                  (xvi)    (NO RESCISSION,  ETC) As at the Cut-Off Date, none of
                           the Receivables and none of the Receivable Securities
                           which  are   specified   in  the  Sale   Notice  were
                           satisfied, cancelled, discharged or rescinded and the
                           Mortgaged   Property   relating   to  each   relevant
                           Receivable  and  Receivable  Security  had  not  been
                           released from the security of the relevant Receivable
                           Securities.

                  (xvii)   (INTEREST  RATE)  Except as specified in a Receivable
                           Agreement,  a Receivable Security or the Sale Notice,
                           and subject to applicable laws, the interest rate for
                           each  such   Receivable   is  not   subject   to  any
                           limitation, no consent, additional memoranda or other
                           writing is required from the relevant Obligor to give
                           effect  to a change  in that  rate and any  change in
                           that rate will be  effective on notice being given to
                           that  Obligor  in  accordance  with the  terms of the
                           relevant Receivable or Receivable  Security.

                  (xviii)  (COMPLIANCE   WITH   PROCEDURES)  At  the  time  each
                           Receivable  and  each  Receivable  Security  which is
                           specified   in  the  Sale  Notice  and  each  Related
                           Security was entered into it complied in all material
                           respects with the Approved Seller's  underwriting and
                           operations  procedures,  as agreed with the  Manager.

                  (xix)    (GOOD FAITH) Each Receivable and Receivable  Security
                           which  is  specified  in the  Sale  Notice  and  each
                           Related  Security  was entered  into by the  Approved
                           Seller  in  good  faith.

                  (xx)     (ORDINARY  COURSE  OF  BUSINESS)  At  the  time  each
                           Receivable  and  each  Receivable  Security  which is
                           specified   in  the  Sale  Notice  and  each  Related
                           Security was entered  into,  it was not  purchased by
                           the  Approved   Seller  but  was  originated  in  the
                           ordinary  course of the Approved  Seller's  business.

                  (xxi)    (FIRST   RANKING   SECURITY)   In   respect  of  each
                           Receivable  and  each  Receivable  Security  which is
                           specified   in  the  Sale  Notice  and  each  Related
                           Security,   the   Approved   Seller   has  taken  all
                           reasonably   necessary  steps  to  ensure  that  each
                           related  Mortgage  complies with the applicable legal
                           requirements to be a first ranking  Mortgage  secured
                           over land,  subject to  registration  in due  course.

                  (xxii)   (NO NOTICE OF  BANKRUPTCY  OR WINDING UP) At the time
                           each Receivable and each Receivable Security which is
                           specified   in  the  Sale  Notice  and  each  Related
                           Security  was  entered  into at any time prior to the
                           Closing  Date,  the Approved  Seller had not received
                           any   notice  of  any   insolvency,   bankruptcy   or
                           liquidation  of the  Obligor(s) or any  guarantors or
                           security providers (except that if a Receivable is in
                           Arrears but complies with the  Eligibility  Criteria,
                           the  fact  that  it is in  Arrears  is  not in and of
                           itself notice of  insolvency)  or any notice that any
                           such person did not have the legal  capacity to enter
                           into the relevant Mortgage.

                  (xxiii)  (NO WAIVER,  ETC) As at the Cut-Off Date, none of the
                           Receivables  and  none of the  Receivable  Securities
                           which is  specified in the Sale Notice and no Related
                           Security  had  been  waived  or  altered,  except  in
                           writing and as part of the Relevant Documents.




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                  (xxiv)   (INFORMATION ON RECEIVABLES) All information provided
                           by the Approved  Seller to the Trustee in  connection
                           with the Receivables,  the Receivable  Securities and
                           the Related  Securities  was,  when  given,  true and
                           accurate in all material  respects and not misleading
                           or  deceptive  and did not omit to  state a  material
                           fact  necessary  in  order  to  make  the  statements
                           therein in light of the  circumstances  in which they
                           were  made not  misleading  or  deceptive.

                  (xxv)    (NO  KNOWLEDGE  OF ADVERSE  EVENT) As at the  Cut-Off
                           Date,  the  Approved  Seller  was  not  aware  of any
                           circumstance   or  event  that  may   materially  and
                           adversely affect:

                           (A)      the   value   or   enforceability   of   any
                                    Receivable,  Receivable  Security or Related
                                    Security; or

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

                  (xxvi)   (FAIR  CONSIDERATION) The Approved Seller regards the
                           consideration  paid for the Receivables  specified in
                           the Sale  Notice as fair and equals  the  outstanding
                           principal  of the  Receivables  on the  Closing  Date
                           (plus  or  minus  $1,000).

                  (xxvii)  (NO BREACH OF OBLIGATIONS) The Approved Seller is not
                           in breach of any  obligation  or agreement  which has
                           had or may have a Material  Adverse Effect.

                  (xxviii) (DEPOSIT ACCOUNT) If the Approved Seller has required
                           an Obligor to establish a deposit  account with it in
                           relation to a  Receivable,  the  Approved  Seller has
                           done so for  administrative  convenience only.

                  (xxix)   (WAIVER OF SET-OFF)  The Approved  Seller's  standard
                           form of Receivable Agreement includes a clause to the
                           effect that the relevant Obligor waives all rights of
                           set-off  as  between  the  Obligor  and the  Approved
                           Seller.

                  (xxx)    (AUSTRALIAN  DOLLARS)  Each  Receivable  is,  at  the
                           Closing  Date,   denominated   and  payable  only  in
                           Australian   dollars   in   Australia.

         (y)      CLAUSE 12.6(D)(II) - OFFER AND ACCEPTANCE

                  Clause 12.6(d)(ii) of the Master Trust Deed is amended by:

                  (i)      deleting to the  satisfaction  of the Manager and the
                           Trustee  and  inserting  (if capable of remedy to the
                           satisfaction  of the Manager and the  Trustee);

                  (ii)     replacing  "." at the end of  sub-clause  (G) with ";
                           and";  and

                  (iii)    inserting a new sub-clause (H) as follows:

                           (H)      the  Approved  Seller  shall  indemnify  the
                                    Trustee   from  and   against  any  and  all
                                    damages,  losses,  claims,  liabilities  and
                                    related costs and expenses  including  legal
                                    costs and expenses on a full indemnity basis
                                    that the  Trustee may sustain or incur under
                                    the Consumer Credit  Legislation as a direct
                                    or indirect  consequence  of a breach of the
                                    Approved   Seller's    representation    and
                                    warranty  under  clause  6.2(h)(vi)  of  the
                                    Supplementary  Terms  Notice,  together with
                                    any  relevant  break  costs  for  which  the



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                                    Trustee  is  liable  in   relation   to  the
                                    prepayment  of any Hedge  Agreement  for the
                                    Trust.

         (z)      CLAUSE 12.6(D)(V) - LIMIT ON DAMAGES

                  Clause  12.6(d)(v)  of the  Master  Trust  Deed is  amended by
                  adding  the  following  after the word  "damages"  in the last
                  line:

                  except for a breach of the  Approved  Seller's  representation
                  and warranty  under  clause  6.2(h)(vi)  of the  Supplementary
                  Terms  Notice  where,  in addition,  the Approved  Seller will
                  indemnify  the Trustee  from and against any and all  damages,
                  losses,  claims,  liabilities  and related  costs and expenses
                  including  legal costs and expenses on a full indemnity  basis
                  the Trustee may  sustain or incur  under the  Consumer  Credit
                  Legislation  as a  direct  or  indirect  consequence  of  that
                  breach.

         (aa)     CLAUSE 12.7(A)(I) - APPROVED SELLER UNDERTAKINGS

                  For the  purposes  of clause  12.7(a)(i)  of the Master  Trust
                  Deed,  the  Approved  Seller  provides the  following  further
                  undertaking:

                  (i)      (MORTGAGE INSURANCE POLICY  REQUIREMENTS) it will do,
                           or  refrain  from  doing,  at  the  direction  of the
                           Trustee or the  Manager,  such acts and things as may
                           be required  under the  relevant  Mortgage  Insurance
                           Policy  which  may  only be done or not  done (as the
                           case may be) by a credit provider for the purposes of
                           the Consumer Credit  Legislation.

         (bb)     CLAUSE 14.9 - ACCOUNTING FOR MONEYS RECEIVED

                  Clause  14.9(a) of the Master  Trust Deed shall be replaced by
                  the following:

                          The  Manager  will  pay to,  or to an  account  of the
                          Trustee, within 2 Business Days of receipt, all moneys
                          coming  into  its  hands  belonging  to the  Trust  or
                          payable to the Trust.

         (cc)     CLAUSE 14.10 - REUTERS

                  The Manager may  prepare  and arrange for the  publication  by
                  Reuters (or another  customary  electronic  medium) of summary
                  pool  performance  data for the Trust in a format  similar  to
                  that used by other mortgage-backed  securities or asset-backed
                  securities (as the case may be) in the Australian  market.  If
                  it does,  the  Manager  shall  provide a copy of the report as
                  soon as practicable after preparation to the Designated Rating
                  Agencies.  The report shall include a statement agreed between
                  the  Manager  and the  Trustee  summarising  the extent of the
                  Trustee's liability under the Trust.

         (dd)     CLAUSE 14.20 - ADDITIONAL COVENANTS BY MANAGER

                  For the purposes of clause 14.20 of the Master Trust Deed, the
                  Manager shall also:

                  (i)      (FILING)  make  all  filings  which  the  Manager  is
                           actually  aware are required in  connection  with the
                           Trust  or  the   Assets   of  the   Trust   with  any
                           Governmental Agency in any jurisdiction;




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                  (ii)     (COMPLY WITH  OBLIGATIONS  AND LAWS) promptly  comply
                           with all other duties and obligations  imposed on the
                           Manager by the  Transaction  Documents in relation to
                           the Trust and comply with all relevant  material laws
                           in the  relevant  jurisdiction  in carrying  out such
                           duties  and  obligations;

                  (iii)    (NOTIFICATION  TO DESIGNATED  RATING AGENCIES) notify
                           the Designated  Rating Agencies that a Class of Notes
                           has  been  fully  and  finally   redeemed   when  the
                           aggregate  Invested Amount of that Class of Notes has
                           been reduced to zero; and

                  (iv)     (STEP-UP  MARGIN) if a Step-Up  Margin applies to any
                           Note under  clause  4.9,  not  direct the  Trustee to
                           enter into or extend a Transaction  under an Interest
                           Hedge (as  defined in the  relevant  Interest  Hedge)
                           unless the Manager is of the opinion that the amounts
                           payable by the provider of that Interest Hedge to the
                           Trustee in relation to the Transaction are calculated
                           with  reference to that Step-Up  Margin.

         (ee)     CLAUSE 16.1(C) - RETIREMENT BY MANAGER

                  Clause  16.1(c) of the  Master  Trust Deed shall be amended by
                  replacing the words fraud, negligence or wilful default in the
                  second last and last lines with the words breach of contract.

         (ff)     CLAUSE 16.4 - VOLUNTARY RETIREMENT

         (gg)     For the  purposes  of this  Trust,  clause  16.4 of the Master
                  Trust  Deed is  amended  by  deleting  the  number  "120"  and
                  replacing it with the number "90".

         (hh)     CLAUSE  16.6  -  TRUSTEE  TO ACT AS  MANAGER  IF NO  SUCCESSOR
                  APPOINTED

                  Clause 16.6 of the Master  Trust Deed shall be  replaced  with
                  the following:

                  (a)     When a  notice  is  given  under  clause  16.4 of this
                          Master  Trust Deed,  the Trustee  shall be entitled to
                          appoint  some other  corporation  to be the Manager of
                          the Trust on any terms the Trustee sees fit (including
                          the amount of  Manager's  Fee that would be payable to
                          the replacement Manager at market rates) provided that
                          the terms of that appointment will not have an adverse
                          affect on the ratings of the Notes.

                  (b)     Subject to paragraph  (c) below,  until a  replacement
                          Manager is appointed  under  paragraph (a) above,  the
                          Manager  must  continue  to  act  as  Manager  and  be
                          entitled to the Manager's Fee while so acting.

                  (c)     If a  replacement  Manager is not appointed at the end
                          of the period of notice  specified  in a notice  given
                          under clause 16.4 of this Master Trust Deed:

                          (i)      the   Trustee   must   itself   perform   the
                                   obligations  and  functions  which  this Deed
                                   contemplates  being performed by the Manager,
                                   until a  successor  Manager is  appointed  in
                                   accordance  with this Deed and be entitled to
                                   the Manager's Fee while so acting; and

                           (ii)     the  resignation  of the Manager will become
                                    effective.

         (ii)     CLAUSE 17.2



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                  For the purposes of this Trust clause 17.2 of the Master Trust
                  Deed,  the  following  new  paragraph  (z) is inserted and the
                  existing paragraph (z) becomes paragraph (aa).

                           (CLEARING  SYSTEMS)  to lodge  Notes,  or arrange for
                           Notes to be lodged,  with DTC,  or a  depository  for
                           DTC; and

         (jj)     CLAUSE 18.3 - TO ACT HONESTLY, DILIGENTLY AND PRUDENTLY

                  Clause  18.3 of the  Master  Trust  Deed is  amended  by:

                  (i)      replacing  "." at the end of  paragraph  (j)  with ";
                           and";  and

                  (ii)     inserting a new sub-clause (k) as follows:

                                    (REMOVAL   OF  THE   TRUSTEE'S   AGENTS   OR
                                    DELEGATES)  as  soon as  practicable  in any
                                    event   within  45  days'  notice  from  the
                                    Manager  to  do  so,  remove  any  agent  or
                                    delegate of the Trustee  that  breaches  any
                                    obligation  or duty  imposed on the  Trustee
                                    under  this  Master  Trust Deed or any other
                                    Transaction  Document  in  relation  to  the
                                    Trust  provided that the Manager  reasonably
                                    believes  such  breach  will have a Material
                                    Adverse  Effect.

         (kk)     CLAUSE 21.1 - OPENING OF BANK  ACCOUNTS

         (ll)     For the purposes of this Trust,  clause  21.1(d) of the Master
                  Trust  Deed is amended  by:

                  (i)      adding  the words  other  than a  Collection  Account
                           after  the words  "if an  Account"  in line 1 of that
                           clause;  and

                  (ii)     adding the following new clause 21.1(e):

         (mm)     (CHANGE BANK ACCOUNTS) If a Collection  Account is held with a
                  Bank which ceases to be an Approved Bank then the Manager must
                  direct the  Trustee  to,  and the  Trustee  shall,  as soon as
                  practicable,  and in any  event,  within 2 days of  receipt of
                  actual  notice of that  cessation;

                  (i)      commence  opening an account  with an  Approved  Bank
                           (the  NEW  COLLECTION  ACCOUNT);  and

                  (ii)     commence transferring funds standing to the credit of
                           the Collection Account to the New Collection Account,

                  (iii)    and as soon as practicable (and in any event within 5
                           Business  Days of  receipt  of actual  notice of that
                           cessation)  ensure  that all  funds  standing  to the
                           credit   of  the   Collection   Account   have   been
                           transferred to the New Collection  Account.

                  (iv)     The Servicer shall do all things  necessary to assist
                           the  Manager  and the  Trustee  to comply  with their
                           obligations  under this clause 21.1.

         (nn)     CLAUSE 23.9 - NO RESPONSIBILITY FOR SERVICER

                  Clause  23.9 of the  Master  Trust  Deed  shall be  amended by
                  replacing the words the fraud, negligence or wilful default of
                  in the second  last line with the words "a breach of  contract
                  by."

         (oo)     CLAUSE 24 - INCOME ENTITLEMENTS AND PAYMENTS



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                  For the  purposes of this Trust  clause 24 of the Master Trust
                  Deed is deleted and a new clause 24 inserted as follows:

                  24. INCOME ENTITLEMENTS AND PAYMENTS

                  24.1     CASHFLOW ALLOCATION METHODOLOGY

                          Collections  in relation to a Trust and other  amounts
                          credited to the Collection Account for that Trust will
                          be  allocated by the Manager on behalf of the Trustee,
                          and paid by the  Trustee,  as directed by the Manager,
                          in accordance with the Supplementary  Terms Notice for
                          that Trust.

                  24.2     INCOME OF THE TRUST

                          For each  Financial  Year in  respect  of a Trust  the
                          Manager will  ascertain the following on behalf of the
                          Trustee:

                          (a)      the net  income of that  Trust in  accordance
                                   with  section  95(1) of the Taxation Act (the
                                   TAX INCOME); and

                          (b)      the net  income of that  Trust in  accordance
                                   with   conventional   accounting   principles
                                   applicable  to the  administration  of trusts
                                   (the ACCOUNTING INCOME).

                  24.3     INCOME ENTITLEMENT

                          Notwithstanding  anything to the contrary contained in
                          this deed, but subject to clause 24.4:

                          (a)      (PRESENT  ENTITLEMENT)  the  Residual  Income
                                   Beneficiary  shall,  as at the  end  of  each
                                   Financial  Year  for  that  Trust,   have  an
                                   absolute vested interest in, and be presently
                                   entitled to, the income of that Trust; and

                           (b)      (APPLICATION  OF INCOME)  unless the Trustee
                                    otherwise  determines,  having regard to any
                                    relevant taxation or other  implications for
                                    the Trustee (disregarding for these purposes
                                    any  possible  operation  of clause 24.4) or
                                    both for any Financial  Year for that Trust,
                                    for  the   purposes  of  paying,   applying,
                                    distributing,  setting  aside or  allocating
                                    any income for the  benefit of the  Residual
                                    Income  Beneficiary  in accordance  with the
                                    terms  of  this  deed  in  respect  of  that
                                    Financial  Year, the income that is to be so
                                    paid,  applied,  distributed,  set  aside or
                                    allocated  shall be whichever is the greater
                                    of the Tax Income or the  Accounting  Income
                                    for that Financial Year.

                  24.4     DISTRIBUTION OF EXCESS TAX INCOME

                          For the avoidance of doubt,  in the event that the Tax
                          Income  exceeds  the  income  of  the  Trust  for  the
                          purposes  of  clause   24.3(a)  for  a  Trust  in  any
                          Financial  Year for that Trust  then,  notwithstanding
                          anything to the contrary in this deed,  provided there
                          is an  amount to which  clause  24.3(a)  applies,  the
                          Manager  must  direct the  Trustee to, and the Trustee
                          shall, so far as possible,  ensure that such excess is
                          allocated to the Residual  Income  Beneficiary of that
                          Trust  for that  Financial  Year and  shall  take such
                          action as is necessary to give effect to this clause.



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                  24.5     PAYMENTS TO BENEFICIARIES

                          (a)      (DISTRIBUTABLE  INCOME  DUE  AS AT  CLOSE  OF
                                   FINANCIAL  YEAR) The  income of a Trust for a
                                   Financial  Year (to the extent not previously
                                   distributed)  shall,  subject to clause 24.7,
                                   constitute  a debt  due as at the end of that
                                   Financial  Year by the  Trustee as trustee of
                                   the Trust to each Residual Income Beneficiary
                                   of that Trust who is  entitled  to the income
                                   under  clause  24.3(a) and shall,  subject to
                                   clause 24.7, be payable under clause 24.5(b).

                           (b)      (PAYMENT)   Subject  to  clause  24.7,   the
                                    Trustee may make  interim  distributions  of
                                    the  income  of  a  Trust  to  the  relevant
                                    Residual  Income  Beneficiary  in accordance
                                    with the  terms of the  Supplementary  Terms
                                    Notice  for that  Trust and shall as soon as
                                    practicable  after  the  end of a  Financial
                                    Year  transfer  an amount  representing  the
                                    income  of that  Trust  (to the  extent  not
                                    previously  distributed)  from  the  central
                                    bank  account  of  that  Trust  to the  bank
                                    accounts of each Residual Income Beneficiary
                                    of that Trust as  directed  by the  relevant
                                    Beneficiary.

                          (c)      (RESIDUAL  CAPITAL) On the  termination  of a
                                   Trust,  the  surplus  capital  of that  Trust
                                   remaining  after  satisfaction by the Trustee
                                   of all its  obligations  in  respect  of that
                                   Trust  shall be paid to the  Residual  Income
                                   Beneficiary of that Trust in accordance  with
                                   the terms of the  Supplementary  Terms Notice
                                   for that Trust.

                  24.6     APPLICATION OF TRUST INCOME

                           (a)      If by the last day of any Financial Year for
                                    a Trust (the LAST DAY) the  Trustee  has not
                                    effectively  dealt  with  the  whole  of the
                                    income of that Trust for that Financial Year
                                    by paying,  applying or distributing  it, or
                                    by setting it aside,  then the income not so
                                    paid,  applied,  distributed  or  set  aside
                                    shall be  deemed  to have  been  irrevocably
                                    applied and set aside on the Last Day by the
                                    Trustee  on behalf  of, and shall be held by
                                    the  Trustee  on and  from the Last Day upon
                                    trust  absolutely  for, the Residual  Income
                                    Beneficiary of that Trust in accordance with
                                    their  entitlement to income under this deed
                                    (including,    for   these   purposes,   the
                                    allocation  of excess  Tax  Income  (if any)
                                    pursuant to clause 24.4).

                          (b)      If the Trustee fails to effectively  allocate
                                   any excess to a Residual  Income  Beneficiary
                                   in  accordance  with clause  24.4,  then such
                                   excess  shall  vest or be deemed to be vested
                                   in that Residual Income Beneficiary.

                          (c)      For  the   purposes   of  this   clause  24.6
                                   references  to income  of that  Trust for any
                                   Financial Year shall be to the greater of the
                                   Tax Income or the Accounting  Income for that
                                   Financial Year.

                  24.7     SUBORDINATION   OF   RESIDUAL   INCOME    BENEFICIARY
                           ENTITLEMENTS

                           (a)      No moneys may be paid out of a Trust  during
                                    a  Financial  Year  to  a  Residual   Income
                                    Beneficiary  under clause 24.5, whilst there
                                    is any




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                                    amount  due,   but   unpaid,   which  is  in
                                    accordance  with  clause  24.1 to be paid in
                                    priority  to those  amounts  and  before the
                                    Trustee is satisfied,  after consulting with
                                    the Manager,  that sufficient  allowance has
                                    been  made for  those  priority  amounts  in
                                    relation to that Trust, accruing during that
                                    Financial  Year. To the extent that there is
                                    an amount payable under clause 24.1 which is
                                    to  be  paid  in  priority  to  the  amounts
                                    payable  to a Residual  Income  Beneficiary,
                                    that Residual Income Beneficiary directs the
                                    Trustee  to meet the  amount  payable  under
                                    clause  24.1  as  an   application   of  the
                                    Residual Income Beneficiary's entitlement to
                                    the income of that Trust.

                           (b)      Notwithstanding   paragraph   (a)  of   this
                                    clause,  once an  amount  is  paid  out of a
                                    Trust  to  a  Residual  Income   Beneficiary
                                    during a Financial Year, that amount may not
                                    be  recovered  from  that  Residual   Income
                                    Beneficiary  for any reason or by any person
                                    except to the  extent  that the  amount  was
                                    paid in error or as  otherwise  required  by
                                    the relevant Supplementary Terms Notice.

                  24.8     INSUFFICIENT MONEYS

                          If after the  application of the provisions of clauses
                          24.1 and 24.3 there is insufficient money available to
                          the  Trustee  in  respect  of a Trust  to pay the full
                          amount  due  to  Noteholders   for  that  Trust,   the
                          deficiency shall,  subject to the Supplementary  Terms
                          Notice  for the Notes or any Class of Notes  issued in
                          relation to that Trust, be borne by the Noteholders in
                          the manner set out in the relevant Supplementary Terms
                          Notice.

                  24.9     MANAGER TO ENSURE COMPLIANCE BY TRUSTEE

                          Without  limiting  its other  obligations  under  this
                          deed,  the  Manager,  in  exercising  its  powers  and
                          carrying out its duties in accordance  with this deed,
                          must, to the extent possible,  ensure that the Trustee
                          complies with its obligations under clause 24.3(b) and
                          24.4.

         (pp)     CLAUSE 28 - ASSET REGISTER

                  For the  purposes of this Trust  clause 28 of the Master Trust
                  Deed is deleted and a new clause 28 inserted as follows:

                  28.      THE REGISTER

                          28.1      DETAILS TO BE KEPT ON REGISTER

                                   The Trustee  shall keep or cause to be kept a
                                   register with respect to the Trust,  on which
                                   shall be entered:

                                    (a)      the following  information relating
                                             to the  Trust:

                                              (i)      (NAME) the name of the
                                                       Trust;

                                              (ii)     (CREATION) the date of
                                                       the creation of the
                                                       Trust;

                                    (b)      the following  information relating
                                             to each A$ Note  issued in relation
                                             to the  Trust:



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                                              (iii)    (CLASS) the Class of that
                                                       A$ Note;


                                              (iv)     (NOTE  ISSUE  DATES)  its
                                                       Note Issue Date;

                                              (v)      (INITIAL INVESTED AMOUNT)
                                                       the     total     Initial
                                                       Invested Amount of all A$
                                                       Notes of the  same  Class
                                                       and  the  total   Initial
                                                       Invested Amount of all A$
                                                       Notes;

                                              (vi)     (INVESTED   AMOUNT)   its
                                                       Invested Amount from time
                                                       to time;

                                              (vii)    (STATED    AMOUNT)    its
                                                       Stated  Amount  from time
                                                       to time;

                                              (viii)   (SUPPLEMENTARY     TERMS)
                                                       details       of      any
                                                       supplementary       terms
                                                       applicable to it;

                                              (ix      (DATE OF ENTRY)  the date
                                                       on  which  a  person  was
                                                       entered  as the holder of
                                                       that A$ Note;

                                              (x)      (DATE OF  CESSATION)  the
                                                       date on  which  a  person
                                                       ceased  to be a holder of
                                                       that A$ Note;

                                              (xi)     (DETAILS)           where
                                                       applicable,       Payment
                                                       Dates,          Principal
                                                       Amortisation       Dates,
                                                       Maturity Dates and Margin
                                                       on that A$ Note; and

                                              (xii)    (PAYMENTS)  a  record  of
                                                       each   payment   made  in
                                                       respect  of that A$ Note,
                                                       and

                                    (c)      the following  information relating
                                             to each A$ Noteholder:

                                              (xiii)   (DETAILS OF  NOTEHOLDERS)
                                                       that A$ Noteholder's name
                                                       and address;



                                              (xiv)    (NUMBER  OF A$ NOTES) the
                                                       number  of  A$  Notes  in
                                                       each  Class  held by that
                                                       A$ Noteholder;



                                              (A)      (NOTE    ACKNOWLEDGEMENT)
                                                       the serial number of each
                                                       Note      Acknowledgement
                                                       issued    to    that   A$
                                                       Noteholder and the number
                                                       and Class of the A$ Notes
                                                       to   which    that   Note
                                                       Acknowledgement relates;


                                                       (NOTE    ACKNOWLEDGEMENT)
                                                       the serial number of each
                                                       Note      Acknowledgement
                                                       issued    to    that   A$
                                                       Noteholder and the number
                                                       and Class of the A$ Notes
                                                       to   which    that   Note
                                                       Acknowledgement relates;

                                              (B)      (ACCOUNT)  the account to
                                                       which any payments due to
                                                       that A$ Noteholder are to
                                                       be made (if applicable);



                                              (C)      (TAX   FILE   NUMBER)   a
                                                       record  of  whether   the
                                                       Trustee  has or  has  not
                                                       received   the  tax  file
                                                       number   (TFN),   ABN  or
                                                       reason for TFN exemption,
                                                       in  respect  of  that  A$
                                                       Noteholder; and



                                    (D)      (ADDITIONAL INFORMATION) such other
                                             information  as:

                                              (i)      is required by the
                                                       Supplementary Terms
                                                       Notice;

                                              (ii)     the Trustee considers
                                                       necessary or desirable;
                                                       or

                                              (iii)    the Manager reasonably
                                                       requires.




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                  28.2     ASSET REGISTER

                           The  Trustee  shall keep or cause to be kept an asset
                           register with respect to the Trust, in which shall be
                           entered the Authorised  Investments  and other Assets
                           of the Trust (other than  Purchased  Receivables  and
                           the  related  Receivable  Rights)  entered  into  the
                           relevant asset register on an individual basis.

                  28.3     PLACE OF KEEPING REGISTER, COPIES AND ACCESS

                           The  Register  shall be:

                           (a)      (PLACE KEPT) kept at the Trustee's principal
                                    office  in  Sydney  or at such  place as the
                                    Trustee  and  the  Manager  may  agree;

                           (b)      (ACCESS TO MANAGER AND AUDITOR)  open to the
                                    Manager  and the  Auditor  of the  Trust  to
                                    which it relates to  inspect  during  normal
                                    business   hours;

                           (c)      (INSPECTION  BY  A$  NOTEHOLDERS)  open  for
                                    inspection by A$  Noteholders  during normal
                                    business   hours  but  only  in  respect  of
                                    information  relating to that A$  Noteholder
                                    or the Class of A$ Notes in respect of which
                                    that A$ Noteholder is a Noteholder; and

                           (d)      (NOT FOR COPYING)  unavailable  to be copied
                                    by  any  person  (other  than  the  Manager)
                                    except in  compliance  with  such  terms and
                                    conditions  (if  any)  as  the  Manager  and
                                    Trustee   in   their   absolute   discretion
                                    nominate from time to time.

                  28.4     DETAILS  ON  REGISTER  CONCLUSIVE

                           (a)      (RELIANCE ON REGISTER)  The Trustee shall be
                                    entitled  to rely on the  Register in clause
                                    28.1  as  being  a  correct,   complete  and
                                    conclusive  record of the matters set out in
                                    it at  any  time  and  whether  or  not  the
                                    information   shown  in  the   Register   is
                                    inconsistent with any other document, matter
                                    or thing.

                           (b)      (NO  TRUSTS  ETC) The  Trustee  shall not be
                                    obliged to enter on the  Register  notice of
                                    any  trust,   Security   Interest  or  other
                                    interest  whatsoever  in respect of any Note
                                    and  the   Trustee   shall  be  entitled  to
                                    recognise  person  named in the  Register as
                                    the A$ Noteholder  and the absolute owner of
                                    relevant A$ Notes and the Trustee  shall not
                                    be bound or affected by any trust  affecting
                                    the ownership of any A$ Note unless  ordered
                                    by a  court  or  required  by  statute.

                           (c)      (REGISTER  NOT  TO BE  SIGNED)  The  Trustee
                                    shall  ensure  that  it  does  not  sign  or
                                    otherwise execute any entry in a Register.

                  28.5     CLOSING OF REGISTER

                           The Trustee may:



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                           (a)      without prior notice to any Noteholder close
                                    the Register established under clause 28.1:

                                    (i)      in relation  to all A$ Notes,  each
                                             period  from the close of  business
                                             (Sydney  time) on the  Business Day
                                             preceding   each  Payment  Date  in
                                             respect  of such A$  Notes to close
                                             of business on that  Payment  Date;
                                             or

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

                           (b)      with  prior  notice  to each A$  Noteholder,
                                    close the  Register  for other  periods  not
                                    exceeding  30 days (or such other  period of
                                    time as agreed  between  the Trustee and the
                                    Manager,    with   the    approval   of   an
                                    Extraordinary  Resolution  of  the  relevant
                                    Class of A$ Noteholders),  in aggregate,  in
                                    any calendar year.

                  28.6     ALTERATION OF DETAILS ON REGISTER

                           On the Trustee  being  notified of any change of name
                           or  address  or  payment  or other  details of any A$
                           Noteholder by that A$  Noteholder,  the Trustee shall
                           alter the Register accordingly, as soon as reasonably
                           practicable  (and in any event within 5 Business Days
                           of receipt of that notice).

                  28.7     CERTIFICATION OF REGISTER

                           If:

                           (a)      an entry is omitted from the Register;

                           (b)      an entry is made in the  Register  otherwise
                                    than in  accordance  with the  Master  Trust
                                    Deed or this Supplementary Terms Notice;

                           (c)      an entry wrongly exists in the Register;

                           (d)      there is an error, omission,  misdescription
                                    or defect in any entry in the Register; or

                           (e)      default is made or  unnecessary  delay takes
                                    place in entering in the  Register  that any
                                    person has ceased to be the holder of any A$
                                    Notes,

                           the  Trustee  shall  rectify  the same upon  becoming
                           aware of it.

                  28.8     CORRECTNESS OF REGISTER

                           Neither the  Manager nor the Trustee  shall be liable
                           for any mistake in the  Register or in any  purported
                           copy  except  to  the  extent  that  the  mistake  is
                           attributable  to its fraud,  negligence  or breach of
                           trust.

                  28.9     MANAGER MUST PROVIDE INFORMATION

                           The Manager  must  provide the Trustee and any person
                           appointed in  accordance  with clause 28.10 with such
                           information  as the Trustee or that other  person may
                           reasonably require to maintain the Register.




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                  28.10    THIRD PARTY REGISTRAR

                           The Trustee may cause the  Register to be  maintained
                           by a third  party  on its  behalf  and  require  that
                           person to discharge the Trustee's  obligations  under
                           the Master  Trust Deed and this  Supplementary  Terms
                           Notice in relation to the Register.

         (qq)     CLAUSE 29 - MEETINGS OF NOTEHOLDERS

                  For the  purposes of the Trust,  clause 29 of the Master Trust
                  Deed is deleted and a new clause 29 inserted as follows:

                  29.1     US$ NOTEHOLDERS

                           (a)      Any  proposal  requiring  the consent of US$
                                    Noteholders will be determined in accordance
                                    with the Note Trust Deed.

                           (b)      The provisions of this clause 29, other than
                                    this  clause  29.1,  shall  not apply to US$
                                    Notes.

                  29.2     CONVENING OF MEETINGS BY TRUSTEE AND MANAGER

                           (a)      The  Trustee or the  Manager may at any time
                                    convene a meeting of the A$  Noteholders  or
                                    of a Class or Classes of A$ Noteholders.

                           (b)      A$  Noteholders,  who together hold A$ Notes
                                    with an  aggregate  Invested  Amount  of not
                                    less than 20% of the total Invested  Amounts
                                    of all A$  Notes  in the  relevant  Class or
                                    Classes or Notes,  may at any time convene a
                                    meeting of the relevant  Class or Classes of
                                    A$ Noteholders (as the case may be).

                  29.3     NOTICE OF MEETINGS

                           (a)      (PERIOD OF NOTICE) Subject to clause 29.3(b)
                                    at least 7 days'  notice  (inclusive  of the
                                    day on which the  notice is given and of the
                                    day on  which  the  meeting  is  held)  of a
                                    meeting   of  a  Class  or   Classes  of  A$
                                    Noteholders  (as the case  may be)  shall be
                                    given to all A$  Noteholders in the relevant
                                    Class or Classes of A$ Noteholders.

                           (b)      (SHORT   NOTICE)    Notwithstanding   clause
                                    29.3(a), if it is so agreed by a majority in
                                    number  of  the  Class  or   Classes  of  A$
                                    Noteholders  (as  the  case  may be) (as the
                                    case may be)  having the right to attend and
                                    vote at a  meeting,  being a  majority  that
                                    together  hold  at  least  95% of  the  then
                                    outstanding  A$ Notes in the relevant  Class
                                    or Classes of A$ Notes,  a resolution may be
                                    proposed  and  passed at a meeting  of which
                                    less than 7 days' notice has been given.

                           (c)      (FAILURE  TO  GIVE  NOTICE)  The  accidental
                                    omission   to   give   notice   to  or   the
                                    non-receipt of notice by a Noteholder  shall
                                    not  invalidate   the   proceedings  at  any
                                    meeting.



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                           (d)      (COPIES)  A copy  of a  notice  convening  a
                                    meeting shall be given by the Trustee or the
                                    Manager (whichever is convening the meeting)
                                    to the  other,  and also to the  Beneficiary
                                    and the Designated Rating Agencies.  Failure
                                    to give  such a notice  in  accordance  with
                                    this  clause  shall  invalidate  the meeting
                                    unless  the party who has not  received  the
                                    notice waives the invalidation.

                           (e)      (METHOD  OF  GIVING   NOTICE)  Notice  of  a
                                    meeting   shall  be  given  in  the   manner
                                    provided in this deed.

                           (f)      (CONTENTS  OF A NOTICE)  Notice of a meeting
                                    of any Class or  Classes  of A$  Noteholders
                                    shall specify:

                                    (i)      (TIME ETC) the day,  time and place
                                             of the proposed meeting;

                                    (ii)     (AGENDA) the agenda of the business
                                             to be transacted at the meeting;

                                    (iii)    (PROPOSED  RESOLUTION) the terms of
                                             any proposed resolution;

                                    (iv)     (CLOSING  OF  REGISTER)   that  the
                                             persons  appointed  to maintain the
                                             relevant Register,  for the purpose
                                             of  determining  those  entitled to
                                             attend,  may not  register any Note
                                             Transfer  relating  to A$  Notes in
                                             the  relevant  Class or Classes for
                                             the period of 2 Business Days prior
                                             to the meeting;

                                    (v)      (APPOINTMENT   OF   PROXIES)   that
                                             appointments  of  proxies  must  be
                                             lodged no later than 24 hours prior
                                             to the time fixed for the  meeting;
                                             and

         (i)      (ADDITIONAL  INFORMATION)  such additional  information as the
                  person giving the notice thinks fit.

                  29.4     CHAIRPERSON

                           The Trustee may  nominate a person to be  chairperson
                           of a meeting  which has been  convened by the Trustee
                           or the  Manager.  The  chairperson  need not be an A$
                           Noteholder  and  may  be  a  representative   of  the
                           Trustee.  If  such  a  person  is not  present  or is
                           present but unwilling to act, then the relevant Class
                           or  Classes  of A$  Noteholders  (as the case may be)
                           present  may  choose  an  A$  Noteholder  to  be  the
                           chairperson.

                  29.5     QUORUM

                           At any  meeting  any two or more  persons  present in
                           person being either of the relevant  Class or Classes
                           of  A$  Noteholders   (as  the  case  may  be)  or  a
                           Representative,  holding or representing, A$ Notes in
                           the relevant Class, with an aggregate Invested Amount
                           of not less than 75% of the



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                           Invested Amounts of all A$ Notes  outstanding in that
                           Class  shall  form a quorum  for the  transaction  of
                           business and no business  (other than the choosing of
                           a  chairperson)  shall be  transacted  at any meeting
                           unless  the  requisite   quorum  is  present  at  the
                           commencement of business.

                  29.6     ADJOURNMENT

                           (a)      (QUORUM  NOT  PRESENT)  If within 15 minutes
                                    from the time  appointed  for any  meeting a
                                    quorum is not  present,  the  meeting  shall
                                    stand  adjourned  (unless the Trustee agrees
                                    that it be dissolved)  for such period,  not
                                    being  less  than 7 days  nor  more  than 42
                                    days,   as   may   be   appointed   by   the
                                    chairperson.  At such adjourned  meeting two
                                    or more  persons  present  in  person  being
                                    either of the  relevant  Class or Classes of
                                    A$  Noteholders  (as the  case  may be) or a
                                    Representative,  holding or representing, A$
                                    Notes  in  the  relevant   Class,   with  an
                                    aggregate  Invested  Amount of not less than
                                    50% of the Invested  Amounts of all A$ Notes
                                    outstanding  in  that  Class  shall  form  a
                                    quorum  and shall have the power to pass any
                                    resolution  and to  decide  on  all  matters
                                    which could properly have been dealt with at
                                    the meetings from which the adjournment took
                                    place  had a  quorum  been  present  at such
                                    meeting.

                           (b)      (ADJOURNMENT OF MEETING) The chairperson may
                                    with the  consent of (and shall if  directed
                                    by) any  meeting  adjourn the same from time
                                    to time  and  from  place  to  place  but no
                                    business   shall   be   transacted   at  any
                                    adjourned   meeting  except  business  which
                                    might  lawfully have been  transacted at the
                                    meeting  from  which  the  adjournment  took
                                    place.

                           (c)      (NOTICE  OF  ADJOURNED  MEETING)  At least 5
                                    days'   notice  of  any  meeting   adjourned
                                    through  want of a quorum  shall be given in
                                    the same manner as for the original  meeting
                                    and  such  notice  shall  state  the  quorum
                                    required at such adjourned meeting. It shall
                                    not, however, otherwise be necessary to give
                                    any notice of an adjourned meeting.

                  29.7     VOTING PROCEDURE

                           (a)      (SHOW OF HANDS) Every  resolution  submitted
                                    to a meeting  shall be  decided in the first
                                    instance  by a show of hands and, in case of
                                    equality  of votes,  the  chairperson  shall
                                    both on a show of hands and on a poll have a
                                    casting  vote  in  addition  to the  vote or
                                    votes  (if  any) to  which  he or she may be
                                    entitled  as  an  A$   Noteholder  or  as  a
                                    Representative.

                           (b)      (DECLARATION) At any meeting,  unless a poll
                                    is  (before  or on  the  declaration  of the
                                    result  of the show of  hands)  demanded,  a
                                    declaration  by  the   chairperson   that  a
                                    resolution  has been



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                                    carried by a particular  majority or lost or
                                    not  carried by any  particular  majority is
                                    conclusive  evidence  of  the  fact  without
                                    proof of the  number  or  proportion  of the
                                    votes  recorded in favour of or against such
                                    resolution.

                           (c)      (POLL) If at any  meeting a poll is demanded
                                    by  the  chairperson,  the  Trustee  or  the
                                    Manager  or by one  or  more  persons  being
                                    either of the  relevant  Class or Classes of
                                    A$  Noteholders  (as the  case  may be) or a
                                    Representative,  holding or representing, A$
                                    Notes  in  the  relevant   Class,   with  an
                                    aggregate  Invested  Amount of not less than
                                    2% of the  Invested  Amounts of all A$ Notes
                                    outstanding in that Class, it shall be taken
                                    in such manner and  (subject to this clause)
                                    either at once or after such an  adjournment
                                    as the chairperson directs and the result of
                                    such   poll   shall  be  deemed  to  be  the
                                    resolution  of the meeting at which the poll
                                    was demanded as at the date of the taking of
                                    the poll.  The  demand  for a poll shall not
                                    prevent the  continuance  of the meeting for
                                    the  transaction  of any business other than
                                    the  question  on  which  the  poll has been
                                    demanded.  The  demand  for a  poll  may  be
                                    withdrawn.

                           (d)      (NO  ADJOURNMENT)  Any poll  demanded at any
                                    meeting on the election of a chairperson  or
                                    on any  question  of  adjournment  shall  be
                                    taken at the meeting without adjournment.

                           (e)      (VOTES)  Subject to clause  29.7(a),  at any
                                    meeting:

                                    (i)      on a show of  hands,  every  person
                                             present  being an A$  Noteholder in
                                             respect  of the  relevant  Class or
                                             Classes  of A$  Notes  holding,  or
                                             being a  Representative  holding or
                                             representing,  then  outstanding $A
                                             Notes  of  the  relevant  Class  or
                                             Classes  (as the case may be) shall
                                             have one vote; and

                                    (ii)     on a  poll,  every  person  present
                                             shall  have  one  vote  for each $A
                                             Note  of  the  relevant   Class  or
                                             Classes  (as the  case may be) then
                                             outstanding that he or she holds or
                                             in  respect of which he or she is a
                                             Representative  as  stated  in  the
                                             relevant  Register  at the date the
                                             notices  are   dispatched   to  the
                                             relevant  A$  Noteholders  for  the
                                             meeting.

                                    Any  person  entitled  to more than one vote
                                    need  not use all his or her  votes  or cast
                                    all his or her  votes  to which he or she is
                                    entitled in the same way.

                  29.8     RIGHT TO ATTEND AND SPEAK



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                           The Trustee, the Manager and the relevant Beneficiary
                           (through their respective  representatives) and their
                           respective  financial  and  legal  advisers  shall be
                           entitled to attend and speak at any meeting of the A$
                           Noteholders  or any  Class  (as the case may be).  No
                           person shall  otherwise be entitled to attend or vote
                           at any meeting of the A$ Noteholders or any Class (as
                           the case may be)  unless he or she holds  outstanding
                           A$ Notes of the relevant Class or is a Representative
                           holding , or representing  the holder of, A$ Notes of
                           the relevant Class.

                  29.9     APPOINTMENT OF PROXIES

                  (a)      (REQUIREMENTS)  Each  instrument  appointing  a proxy
                           shall be in writing and,  together (if so required by
                           the Trustee) with proof  satisfactory  to the Trustee
                           of its  due  execution,  shall  be  deposited  at the
                           registered  office of the  Trustee  or at such  other
                           place as the Trustee  shall  designate or approve not
                           less  than 24 hours  before  the time  appointed  for
                           holding the meeting or adjourned meeting at which the
                           named  proxy  proposes  to vote and in  default,  the
                           instrument  or proxy  shall  be  treated  as  invalid
                           unless  the   chairperson  of  the  meeting   decides
                           otherwise  before such meeting or  adjourned  meeting
                           proceeds to  business.  A notarially  certified  copy
                           proof  (if  applicable)  of due  execution  shall  if
                           required  by the  Trustee be produced by the proxy at
                           the  meeting or  adjourned  meeting  but the  Trustee
                           shall not be obliged to  investigate  or be concerned
                           with the validity of the instrument, or the authority
                           of,  the  proxy  named  in any such  instrument.  Any
                           person may act as a proxy  whether or not that person
                           is an A$ Noteholder.

                  (b)      (PROXY  REMAINS  VALID) Any vote given in  accordance
                           with the terms of an instrument  of proxy  conforming
                           with clause  29.9(a)  shall be valid  notwithstanding
                           the  previous  death or  insanity  of the  principal,
                           revocation or amendment of the proxy or of any of the
                           A$  Noteholder's  instructions  under  which  it  was
                           executed, so long as no intimation in writing of such
                           death, insanity,  revocation or amendment is received
                           by the  Trustee  at its  registered  office or by the
                           chairperson of the meeting in each case not less than
                           24 hours  before the  commencement  of the meeting or
                           adjourned meeting at which the proxy is used.

                  29.10    CORPORATE REPRESENTATIVES

                           A  person   authorised  under  section  250D  of  the
                           Corporations  Law, by an A$  Noteholder  being a body
                           corporate,  to act for it at any  meeting  shall,  in
                           accordance with his or her authority until his or her
                           authority is revoked by the body corporate concerned,
                           be entitled to exercise  the same powers on behalf of
                           that  body  corporate  as that body  corporate  could
                           exercise if it were an individual  A$ Noteholder  and
                           shall be



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                           entitled to produce  evidence of his or her authority
                           to act at any time before the time  appointed for the
                           holding of or at the meeting or adjourned  meeting or
                           for the  taking  of a poll at  which he  proposes  to
                           vote.

                  29.11    RIGHTS OF REPRESENTATIVES

                           A  Representative  of an A$ Noteholder shall have the
                           right to demand or join in demanding a poll and shall
                           (except and to the extent to which the Representative
                           is  specially  directed  to vote for or  against  any
                           proposal)  have power  generally  to act at a meeting
                           for that A$ Noteholder.  The Trustee, the Manager and
                           any  officer of the  Trustee  and the  Manager may be
                           appointed a Representative.

                  29.12    POWERS OF A MEETING OF A$ NOTEHOLDERS

                           (a)      (POWERS)  Subject to the Security Trust Deed
                                    (and in  particular  any  power  of the Note
                                    Trustee  and the  Class A-3  Noteholders  to
                                    override the  decisions of either or both of
                                    the  Class B  Noteholders  and  the  Class C
                                    Noteholders),  a meeting of all or any Class
                                    A$ Noteholders  shall,  without prejudice to
                                    any  rights  or  powers  conferred  on other
                                    persons by the Transaction  Documents,  only
                                    have power to do the  following  exercisable
                                    by Extraordinary Resolution:

                                    (i)      to  sanction  any  action  that the
                                             Trustee,   the   Manager   or   the
                                             relevant  Servicer proposes to take
                                             to enforce  the  provisions  of any
                                             Transaction Document;

                                    (ii)     to  sanction  any  proposal  by the
                                             Manager,   the   Trustee   or   the
                                             relevant     Servicer    for    any
                                             modification, abrogation, variation
                                             or compromise of, or arrangement in
                                             respect   of,  the  rights  of  the
                                             relevant  Class  or  Classes  of A$
                                             Noteholders  against  the  Trustee,
                                             the Manager,  an Approved Seller or
                                             the relevant  Servicer whether such
                                             rights arise under any  Transaction
                                             Document or otherwise;

                                    (iii)    to   sanction   the   exchange   or
                                             substitution  of the relevant Class
                                             or Classes of A$ Notes for,  or the
                                             conversion of the relevant Class or
                                             Classes  of A$  Notes  into,  other
                                             obligations  or  securities  of the
                                             Trustee or any other body corporate
                                             formed or to be formed;

                                    (iv)     under  clause  33.2  of the  Master
                                             Trust  Deed,   to  consent  to  any
                                             alteration,       addition       or
                                             modification   of  any  Transaction
                                             Document which shall be proposed by
                                             the Trustee or the Manager;



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                                    (v)      to  discharge   or  exonerate   the
                                             Trustee,  the Manager,  an Approved
                                             Seller  or  the  relevant  Servicer
                                             from any  liability  in  respect of
                                             any act or  omission  for  which it
                                             may  become  responsible  under any
                                             Transaction Document;

                                    (vi)     to  authorise   the  Trustee,   the
                                             Manager,  the relevant  Servicer or
                                             any  other  person to concur in and
                                             execute and do all such  documents,
                                             acts and things as may be necessary
                                             to carry out and give effect to any
                                             Extraordinary Resolution; and

                                    (vii)    to   exercise   any   other   power
                                             expressly    granted    under   the
                                             Supplementary Terms Notice.

                           (b)      (NO  POWER)  No  meeting  of  the  Class  A$
                                    Noteholders  shall  have power to, nor shall
                                    any  resolution  submitted  to  the  meeting
                                    propose or have the effect of:

                                    (i)      removing   the   Servicer   or  the
                                             Manager from office;

                                    (ii)     interfering  with the management of
                                             the Trust;

                                    (iii)    winding up or terminating the Trust
                                             (except as  contemplated  by clause
                                             29.12(a)(vii));

                                    (iv)     altering the Authorised Investments
                                             of the Trust;

                                    (v)      amending any  Transaction  Document
                                             (except as  contemplated  by clause
                                             29.12(a)); or

                                    (vi)     altering   the   Interest   Payment
                                             Dates,   Principal  Payment  Dates,
                                             Interest, Principal Entitlements or
                                             the    other     terms    of    the
                                             Supplementary Terms Notice (subject
                                             to clause 29.12(a)(iii)).

                  29.13    EXTRAORDINARY RESOLUTION BINDING ON A$ NOTEHOLDERS

                           An  Extraordinary  Resolution  passed at a meeting of
                           any Class or Classes of A$ Noteholders  duly convened
                           and  held in  accordance  with  this  deed  shall  be
                           binding on all of the relevant Class or Classes of A$
                           Noteholders  whether or not present at such  meeting.
                           Each such A$ Noteholder,  the Trustee and the Manager
                           shall  be  bound to give  effect  to that  resolution
                           accordingly.

                  29.14    MINUTES AND RECORDS

                           Minutes of all  resolutions  and proceedings at every
                           meeting of any Class of A$ Noteholders  shall be made
                           and duly entered in the books to be from time to time
                           provided for that purpose by the Trustee and any such
                           minutes purporting to be signed by the chairperson of
                           the meeting at which such  resolutions were passed or
                           proceedings  transacted or by the  chairperson of the
                           next   succeeding   meeting   of  that  Class  of  A$



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                           Noteholders  shall be  conclusive  evidence  of those
                           matters and until the  contrary is proved  every such
                           meeting  in  respect  of  the  proceedings  of  which
                           minutes  have been made and signed shall be deemed to
                           have been duly convened and held and all  resolutions
                           passed or  proceedings  transacted at such meeting to
                           have been duly passed and transacted.

                  29.15    WRITTEN RESOLUTIONS

                           Notwithstanding  the  preceding  provisions  of  this
                           clause 29, a  resolution  of a Class or Classes of A$
                           Noteholders  (including an Extraordinary  Resolution)
                           may be passed, without any meeting or previous notice
                           being  required,  by an instrument or  instruments in
                           writing which has or have:

                           (a)      in the case of a  resolution  (including  an
                                    Extraordinary  Resolution)  of the  relevant
                                    Class or Classes of A$  Noteholders  (as the
                                    case may be),  been  signed by all of the A$
                                    Noteholders in the relevant Class or Classes
                                    of Class A$ Noteholders; and

                           (b)      any such  instrument  shall be  effective on
                                    presentation to the Trustee for entry in the
                                    records referred to in clause 29.14.

                  29.16    FURTHER PROCEDURES FOR MEETINGS

                           Subject  to all other  provisions  contained  in this
                           deed, the Trustee may,  without the consent of any A$
                           Noteholders,   prescribe  such  further   regulations
                           regarding  the holding of any  meetings of any or all
                           Classes of A$  Noteholders  and attendance and voting
                           at  such  meetings  as  the  Trustee  may,  with  the
                           agreement   of  the  Manager,   determine   including
                           particularly (but without prejudice to the generality
                           of the above) such  regulations  and  requirements as
                           the Trustee thinks reasonable:

                           (a)      (ENTITLEMENT  TO  VOTE)  so  as  to  satisfy
                                    itself that persons who purport to attend or
                                    vote at any  meeting  of any A$  Noteholders
                                    are  entitled  to do so in  accordance  with
                                    this deed; and

                           (b)      (FORMS OF  REPRESENTATIVE) as to the form of
                                    appointment of a Representative,

                           but the Trustee may not decrease the  percentage of a
                           Class or Classes of A$  Noteholders  required to pass
                           an   Extraordinary    Resolution   or   an   ordinary
                           resolution.

         (rr)     CLAUSE 30.15

                  (i)      For the purpose of the Trust, clause 30.15 is amended
                           by  deleting   each   reference  to  "Civil   Penalty
                           Payments"  and  replacing it with the words  "Penalty
                           Payments"

                  (ii)     For the  purpose of the Trust,  in clause  30.15(f) a
                           new sub paragraph (v) is inserted as follows:

                                    "(v)     the amount of any criminal  penalty
                                             which the Trustee is ordered to pay
                                             under    the    Consumer     Credit
                                             Legislation."

         (ss)     CLAUSE 32 - PAYMENTS GENERALLY




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                  For the purpose of the Trust clause 32 is amended as follows:

                  (i)      Clause  32.1 of the Master  Trust Deed is deleted and
                           replaced with the following.

                           32.1     PAYMENTS TO NOTEHOLDERS

                                    (a)    Any payment made  by or on behalf of
                                           the  Trustee  in respect  of any US$
                                           Note  shall   be made in  accordance
                                           with  the   relevant   Supplementary
                                           Terms  Notice,  the  relevant   Note
                                           Trust Deed and  the relevant  Agency
                                           Agreement;

                                    (b)    Any  payment  made  by or on  behalf
                                           of  the  Trustee  in  respect of any
                                           A$ Note shall  be made to the person
                                           whose  name  is, on the Record Date,
                                           entered  in the  Register  as   the
                                           holder  of the relevant A$ Note  (or
                                           in the case of joint A$ Noteholders,
                                           to the person  whose name first
                                           appears in the  Register).

                  (ii)     Clause  32.2 of the Master  Trust Deed is deleted and
                           replaced with the following.

                           32.2     MANAGER TO ARRANGE PAYMENTS

                                    The Trustee will:

                                    (a)      prepare or cause to be prepared all
                                             cheques  which  are to be issued to
                                             A$ Noteholders and to Beneficiaries
                                             and stamp the same as  required  by
                                             law;  or

                                    (b)      otherwise  arrange  payments  under
                                             clause 32.7.

                                  The  Trustee  will  sign  (by   autographical,
                                  mechanical   or  other   means)   cheques  for
                                  despatch  on the day on which they ought to be
                                  despatched.

                  (iii)    Clause  32.4 of the Master  Trust Deed is deleted and
                           replaced with the following.

                           32.4     PAYMENT GOOD DISCHARGE

                                    There is a full  satisfaction  of the moneys
                                    payable  under  an  A$  Note,   and  a  good
                                    discharge to the Trustee, the Manager or the
                                    Servicer (as the case may be) in relation to
                                    that A$ Note,  when the cheque is despatched
                                    by post in  accordance  with clause  32.2(a)
                                    or,  if  not  posted,  delivered  to  the A$
                                    Noteholder   or  as   directed   by  the  A$
                                    Noteholder. None of the Trustee, the Manager
                                    or the Servicer shall be responsible for any
                                    moneys  which are not  credited  to the bank
                                    account of an A$ Noteholder or a Beneficiary
                                    if the Trustee's bank has been instructed to
                                    effect the direct  transfer  referred  to in
                                    clause 32.7(c).

                                    There is a full  satisfaction  of the moneys
                                    payable  under  a  US$  Note,   and  a  good
                                    discharge to the Trustee, the Manager or the
                                    Servicer (as the case may be) in relation to
                                    that US$ Note,  when so  provided  under the
                                    Note Trust  Deed.

                  (iv)     Clause  32.6 of the Master  Trust Deed is deleted and
                           replaced with the following.

                           32.6     TAXATION

                                    (a)      (NET  PAYMENTS)   Subject  to  this
                                             clause,  payments in respect of the
                                             Notes  shall be made free and clear
                                             of, and without deduction



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                                             for,  or by  reference  to,  any
                                             present or future Taxes of any
                                             Australian  Jurisdiction unless
                                             required by law.

                                    (b)      (INTEREST   WITHHOLDING  TAX  -  A$
                                             NOTES) All  payments  in respect of
                                             the A$ Notes  will be made  without
                                             withholding or deduction for, or on
                                             account  of, any  present or future
                                             taxes,   duties   or   charges   of
                                             whatsoever    nature   unless   the
                                             Trustee   or  any   person   making
                                             payments  on behalf of the  Trustee
                                             is  required by  applicable  law to
                                             make any such payment in respect of
                                             the  A$   Notes   subject   to  any
                                             withholding or deduction for, or on
                                             account  of, any  present or future
                                             taxes,   duties   or   charges   of
                                             whatever  nature.  In the event the
                                             Trustee   or  the   person   making
                                             payments  on behalf of the  Trustee
                                             (as the  case  may be)  makes  such
                                             payment after such  withholding  or
                                             deduction   has  been   made,   the
                                             Trustee or the person  making  such
                                             payments  on behalf of the  Trustee
                                             (as the case may be) shall  account
                                             to the relevant authorities for the
                                             amount so  required  to be withheld
                                             or deducted and neither the Trustee
                                             nor any person  making  payments on
                                             behalf of the  Trustee( as the case
                                             may be) will be obliged to make any
                                             additional     payments    to    A$
                                             Noteholders   in  respect  of  that
                                             withholding or deduction.

                                    (c)      (INTEREST  WITHHOLDING  TAX  -  US$
                                             NOTES)  Payments on US$ Notes by or
                                             on  behalf of the  Trustee  will be
                                             made subject to  deduction  for any
                                             Interest  Withholding  Tax  and all
                                             other  withholdings  and deductions
                                             referred to in  Condition 7. In the
                                             event  the  Trustee  or the  person
                                             making  payments  on  behalf of the
                                             Trustee  (as the case may be) makes
                                             such payment after such withholding
                                             or  deduction  has been  made,  the
                                             Trustee or the person  making  such
                                             payments  on behalf of the  Trustee
                                             (as the case may be) shall  account
                                             to the relevant authorities for the
                                             amount so  required  to be withheld
                                             or deducted and neither the Trustee
                                             nor any person  making  payments on
                                             behalf of the  Trustee( as the case
                                             may be) will be obliged to make any
                                             additional    payments    to    US$
                                             Noteholders   in  respect  of  that
                                             withholding or deduction.

                                    (d)      (TAX FILE  NUMBERS)  The Trustee or
                                             any  person   making   payments  on
                                             behalf  of  the  Trustee   will  be
                                             required to deduct tax-at-source on
                                             interest payments on any A$ Note to
                                             each  A$  Noteholder  who has or is
                                             required  to have a Tax File Number
                                             or an Australian Business Number or
                                             an  exemption  (as the case may be)
                                             at the  highest  personal  marginal
                                             tax   rate   unless   the   Trustee
                                             receives  from  such A$  Noteholder
                                             the  Tax  File  Number  of  that A$
                                             Noteholder, the Australian Business
                                             Number  of  that A$  Noteholder  or
                                             evidence  of any  exemption  the A$
                                             Noteholder  may



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                                             have from the need to advise the
                                             Trustee of a Tax  File  Number. The
                                             Tax  File  Number, Australian
                                             Business  Number or  appropriate
                                             evidence(as the case may be) must
                                             be received by the Trustee not less
                                             than ten Business Days prior to the
                                             relevant payment date. The Trustee,
                                             or any person making any payments
                                             on  behalf of the Trustee, is
                                             entitled to deduct any such tax-at-
                                             source required to be paid by it in
                                             relation to A$ Notes at that
                                             highest personal  marginal tax
                                             rate  if  no  Tax  File  Number,
                                             Australian Business  Number or
                                             exemption  (as the case may be) is
                                              provided.

         (v)      A new Clause  32.7 is inserted  into the Master  Trust Deed as
                  follows.

                  32.7     PAYMENT METHODS - A$ NOTES

                           Any moneys payable by the Trustee, the Manager or the
                           Servicer  to an  A$  Noteholder  or to a  Beneficiary
                           under  this  Master   Trust  Deed  and  the  relevant
                           Supplementary  Terms  Notice  shall  be  paid  by the
                           Trustee  in Sydney or if the  Trustee  elects  may be
                           paid by:

                           (a)      (CHEQUE)  crossed not  negotiable  cheque in
                                    favour   of   the  A$   Noteholder   or  the
                                    Beneficiary   (as  the   case  may  be)  and
                                    despatched  by post to the address of the A$
                                    Noteholder  shown  in  the  Register  on the
                                    Record   Date  or  to  the  address  of  the
                                    Beneficiary  for the  purposes of clause 31;

                           (b)      (ELECTRONIC  TRANSFER)  electronic  transfer
                                    through Austraclear;

                           (c)      (DIRECT  PAYMENT)  by direct  transfer  to a
                                    designated  account of the A$  Noteholder or
                                    the  Beneficiary  held  with a bank or other
                                    financial  institution in Australia;  or

                           (d)      (OTHER  AGREED   MANNER)  any  other  manner
                                    specified  by  the  A$   Noteholder  or  the
                                    Beneficiary  (as the case may be) and agreed
                                    to by the  Manager  and  the  Trustee.

         (tt)     CLAUSE 33.14

                  For the  purposes  of clause  30.12 of the Master  Trust Deed,
                  insert  a new  paragraph  (j)  as  follows  and  renumber  the
                  existing paragraph (j) as paragraph (k):

                           (j)      (FOR  ACTS OF NOTE  REGISTRAR)  for any act,
                                    omission  or default  of any Note  Registrar
                                    appointed    under   the   relevant   Agency
                                    Agreement or Note Trust Deed, in relation to
                                    its   duties  and   obligations   under  the
                                    relevant  Agency  Agreement  or  Note  Trust
                                    Deed, except where the Note Registrar is the
                                    Trustee.
6.3      AMENDMENTS TO THE SERVICING AGREEMENT

         The  Servicing  Agreement  is amended  for the  purpose of the Trust as
         follows:



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         (a)      Clause  5.2(a)  is  amended  by  replacing  the  words  on the
                  Remittance Date for that  Collection  Period with the words on
                  or  before  the  expiration  of five (5)  Business  Days  from
                  receipt by the Servicer.

         (b)      Clause  5.2(b)(ii)  is  amended  by  replacing  the words five
                  Business Days following receipt by the Servicer with the words
                  immediately upon receipt by the Servicer. (c) Clause 7.3(a) is
                  amended by replacing the number "120" with the number "90".

7.       CALL AND TAX REDEMPTION
--------------------------------------------------------------------------------
7.1      CALL

         The Trustee  must,  when so  directed by the Manager (at the  Manager's
         option), having given not more than 60 nor less than 45 days' notice to
         the Class A  Noteholders  in  accordance  with,  in the case of the US$
         Notes,  Condition  12 and in  the  case  of the  Class  A-3  Notes,  in
         accordance  with the terms of this  Supplementary  Terms Notice and the
         Master  Trust Deed,  purchase  or redeem all,  but not some only of the
         Class A Notes by  repaying  the  Invested  Amount,  or,  if the Class A
         Noteholders,  by Extraordinary Resolution of the Class A Noteholders so
         agree, the Stated Amount, of those Class A Notes, together with accrued
         interest to (but excluding) the date of repurchase or redemption on any
         Quarterly Payment Date falling on or after the earlier of:

         (a)      the Quarterly Payment Date on which the Total Stated Amount of
                  all Notes is equal to or less than 10% of the aggregate of the
                  Initial Invested Amount of all Notes; and

         (b)      (i)      in the case of Class A-1 Notes, the Quarterly Payment
                           Date falling in April 2008;

                  (ii)     in the case of Class A-2 Notes, the Quarterly Payment
                           Date falling in April 2008; or

                  (iii)    in the case of Class A-3 Notes, the Quarterly Payment
                           Date falling in April 2008,

         provided  that the  Trustee  will be in a  position  on such  Quarterly
         Payment Date to discharge  (and the Manager so certifies to the Trustee
         and the Note  Trustee  upon which the Trustee and the Note Trustee will
         rely  conclusively) all its liabilities in respect of the Class A Notes
         (at their  Invested  Amount or their Stated  Amount if so agreed by the
         Class A Noteholders)  and any amounts which would be required under the
         Security Trust Deed to be paid in priority or pari passu with the Class
         A Notes if the security for the Notes were being enforced.

7.2      TAX EVENT

         If the Manager  satisfies the Trustee and the Note Trustee  immediately
         prior to giving the notice referred to below that either:

         (a)      on the  next  Quarterly  Payment  Date  the  Trustee  would be
                  required to deduct or withhold  from any payment of  principal
                  or interest in respect of the Notes or the  Currency  Swap any
                  amount  for or on  account  of any  present  or future  taxes,
                  duties, assessments or governmental charges of whatever nature
                  imposed,  levied,  collected,  withheld  or  assessed  by  the
                  Commonwealth   of   Australia   or  any   of   its   political
                  sub-divisions or any of its authorities; or




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         (b)      the total amount payable in respect of interest in relation to
                  any of  the  Purchased  Receivables  for a  Collection  Period
                  ceases to be receivable  (whether or not actually received) by
                  the Trustee during such Collection Period,

         the Trustee  must,  when so directed by the Manager,  at the  Manager's
         option  (provided  that  the  Trustee  will  be in a  position  on such
         Quarterly Payment Date to discharge (and the Manager will so certify to
         the Trustee  the Note  Trustee  all its  liabilities  in respect of the
         Class A Notes (at their  Invested  Amount or if the Class A Noteholders
         have  agreed  by  Extraordinary  Resolution  and have so  notified  the
         Trustee and the  Manager  not less than 21 days  before such  Quarterly
         Payment  Date,  at their Stated  Amount) and any amounts which would be
         required  under the Security  Trust Deed to be paid in priority or pari
         passu with the Class A Notes if the  security  for the Notes were being
         enforced),  having given not more than 60 nor less than 45 days' notice
         to the Class A Noteholders in accordance  with Condition 12 redeem all,
         but not some only, of the Class A Notes at their  Invested  Amount (or,
         if the Class A Noteholders by Extraordinary  Resolution have so agreed,
         at  their  Stated  Amount)  together  with  accrued  interest  to  (but
         excluding) the date of redemption on any subsequent  Quarterly  Payment
         Date,  provided  that  the  Class A  Noteholders  may by  Extraordinary
         Resolution elect, and shall notify the Trustee and the Manager not less
         than 21 days  before the next  Quarterly  Payment  Date  following  the
         receipt of notice of such proposed redemption, that they do not require
         the Trustee to redeem the Class A Notes.

8.       SUBSTITUTION OF PURCHASED RECEIVABLES
--------------------------------------------------------------------------------
8.1      APPROVED SELLER SUBSTITUTION

         (a)      The  Trustee  must,  at the  direction  of the Manager (at the
                  Manager's  option),  at any time replace a  Receivable  of the
                  Trust which has been  repurchased by the Approved Seller under
                  clause  12.6(d)  of the  Master  Trust  Deed  using  the funds
                  received from the repurchase to purchase a substitute Eligible
                  Receivable  from the Approved  Seller,  if available.

         (b)      The Approved Seller may elect to sell a substitute  Receivable
                  to the  Trustee  (which  the  Trustee  shall  acquire if it is
                  directed by the  Manager to do so),  provided  the  substitute
                  Receivable  satisfies  the  following  requirements:

                  (i)      it complies with the  Eligibility  Criteria;

                  (ii)     at  the   time  of   substitution,   the   substitute
                           Receivable has a maturity date no later than the date
                           being 2 years prior to the Final Maturity Date;

                  (iii)    the  substitution   will  not  adversely  affect  the
                           Rating;   (iv)  the  relevant  Mortgage  Insurer  has
                           confirmed that the  substitute  Receivable is covered
                           by the relevant Mortgage Insurance Policy; and

                  (v)      it is  selected  by the  Manager in  accordance  with
                           clause 8.3.

8.2      OTHER SUBSTITUTIONS

         The Trustee  must,  at the  direction of the Manager (at the  Manager's
         option),  at any time:

         (a)      replace a Mortgage  relating  to a Purchased  Receivable;

         (b)      allow an Obligor to replace the Mortgaged  Property secured by
                  such a  Mortgage;  or



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         (c)      allow an  Obligor  to  refinance  a  Purchased  Receivable  to
                  purchase a new Mortgaged Property,

         provided that all of the following conditions are met:

                  (i)      the  same  Obligor  or  Obligors  continue  to be the
                           Obligor or Obligors  under the  replacement  Mortgage
                           and   that   Purchased   Receivable   or   refinanced
                           Receivable  (as the  case may be);

                  (ii)     either the replacement  Mortgage,  or the replacement
                           Mortgaged  Property,  do not  result in the  relevant
                           Purchased  Receivable  failing  to  comply  with  the
                           Eligibility  Criteria  or the  refinanced  Receivable
                           satisfies the  Eligibility  Criteria (as the case may
                           be);

                  (iii)    any   such   replacement   or   refinancing    occurs
                           simultaneously  with  the  release  of  the  previous
                           Mortgage,  Mortgaged  Property or Receivable  (as the
                           case may be);

                  (iv)     the   principal   outstanding   under  the   relevant
                           Receivable is, after the  replacement or refinancing,
                           the same as before that  replacement or  refinancing;
                           and (v) clause 8.3 applies.

8.3      SELECTION CRITERIA

         The Manager will apply the following  criteria (in descending  order of
         importance)  when  selecting a  substitute  Eligible  Receivable  under
         clause 8.1 or approving a substitution under clause 8.2:

                  (i)      the  substitute  Eligible  Receivable  will  have  an
                           Unpaid  Balance  within   A$30,000  of  the  outgoing
                           Eligible  Receivable's  Unpaid Balance, as determined
                           at  the  time  of  substitution;

                  (ii)     an outgoing  owner-occupied  or  investment  Mortgage
                           will  be  replaced  by  another   owner-occupied   or
                           investment  Mortgage (as the case may be);

                  (iii)    the substitute  Eligible  Receivable will have a then
                           current  LVR no more than five per cent (5%)  greater
                           than the outgoing  Eligible  Receivables then current
                           LVR, as determined at the time of substitution;

                  (iv)     an outgoing  Eligible  Receivable will be substituted
                           by  another  Eligible   Receivable  with  a  security
                           property located in the same State or Territory;

                  (v)      an outgoing  Eligible  Receivable will be substituted
                           by  another  Eligible   Receivable  with  a  security
                           property with the same or similar postcode;  and

                  (vi)     in the case of  substitution  under  clause 8.1,  the
                           substitute  Eligible Receivable will have the closest
                           original loan amount to that of the outgoing Eligible
                           Receivable.

         The  Trustee is  entitled  to rely on the  information  provided by the
         Manager in this regard.




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9.       APPLICATION OF THRESHOLD RATE
--------------------------------------------------------------------------------
9.1      CALCULATION OF THRESHOLD RATE

         If at any time the Basis Swap is terminated,  the Manager must, on each
         of:

         (a)      the earlier of:

                  (i)      the date which is 3 Business Days  following the date
                           on which the Basis Swap is terminated; and

                  (ii)     the Determination Date immediately following the date
                           on which the Basis Swap is terminated; and

         (b)      each  successive  Determination  Date for so long as the Basis
                  Swap has not been  replaced by a similar  Hedge  Agreement  or
                  until the  Trustee and the  Manager  otherwise  agree (and the
                  Designated Rating Agency for each Class of Notes has confirmed
                  in  writing  that  that  agreement   would  not  result  in  a
                  downgrading  of the rating given to any  relevant  Note or the
                  withdrawal of the rating of any relevant Note),

         calculate  the  Threshold  Rate as at that date and notify the Trustee,
         the  Servicer  and the Approved  Seller of that  Threshold  Rate on the
         relevant Payment Date.

9.2      SETTING THRESHOLD RATE

         If the  Servicer is notified of a Threshold  Rate under  clause 9.1, it
         will,  not more than 7 Business  Days  following  the date on which the
         Basis Swap is terminated, ensure that the interest rate payable on each
         Purchased  Receivable  which is subject  to a variable  rate is set not
         less than the  Threshold  Rate and shall  promptly  notify the relevant
         Obligors of the change in accordance with the Receivable Agreements.

9.3      LOAN OFFSET DEPOSIT ACCOUNTS

         If at any time there is no current  Basis Swap in place,  the  Servicer
         and the Approved Seller must ensure that the interest rates  applicable
         to the Loan Offset  Deposit  Accounts  are such that,  if the  Approved
         Seller does not meet any of its  obligations  under  clause  5.25,  the
         Servicer will not be required,  as a direct result of that non-payment,
         to increase the Threshold Rate under clause 9.

10.      TITLE PERFECTION EVENTS
--------------------------------------------------------------------------------
         Each of the following is a Title Perfection Event.

         (a)      (DOWNGRADE)  The  Approved  Seller  ceases to have a long term
                  rating of at least BBB from S&P,  Baa-2  from  Moody's  or BBB
                  from Fitch.

         (b)      (EVENT OF INSOLVENCY) An Insolvency  Event occurs with respect
                  to the Approved  Seller.

         (c)      (NON  COMPLIANCE) The Servicer as Approved Seller fails to pay
                  any Collections (as defined in the Servicing Agreement) within
                  the time required under the Servicing Agreement.

         (d)      (SERVICER  TRANSFER EVENT) For so long as the Servicer is also
                  an Approved  Seller to the Trust,  a Servicer  Transfer  Event
                  occurs.




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         (e)      (BREACH  OF  REDRAW  FACILITY  AGREEMENT)  For so  long as the
                  Approved  Seller is also the  Redraw  Facility  Provider,  the
                  Redraw   Facility    Provider    breaches   its   obligations,
                  undertakings  or  representations  under the  Redraw  Facility
                  Agreement and such breach has had, or if continued  will have,
                  a Material  Adverse Effect (as determined by the Trustee after
                  taking   appropriate   expert   advice).

         (f)      (BREACH OF  REPRESENTATIONS)  The Approved Seller breaches any
                  representation,  warranty,  covenant or undertaking made by it
                  in a Transaction Document, which breach, if capable of remedy,
                  is not  remedied  within 30 days of the  earlier  of:

                  (i)      the Approved Seller becoming aware of the breach; and

                  (ii)     the Approved  Seller being  notified of the breach by
                           the  Trustee,  Manager or Servicer.

11.      BENEFICIARY
--------------------------------------------------------------------------------
11.1     ACKNOWLEDGMENT OF UNITS

         The parties  acknowledge that the interest of the Manager in the Trusts
         as the sole  beneficiary  of the Trust shall as and from the  Effective
         Date be represented  by:

         (a)      a single  income unit (the RESIDUAL  INCOME  UNIT);  and

         (b)      a single capital unit (the RESIDUAL CAPITAL UNIT),

         which shall be the only units in respect of the Trust.

11.2     RESIDUAL CAPITAL UNIT

         (a)      The  Residual  Capital  Beneficiary  has no right  to  receive
                  distributions  in respect of the Trust other than the right to
                  receive an amount of $10 on the termination of the Trust.  The
                  Residual Capital Unit may not be redeemed at any other time or
                  in any  other  way.

         (b)      The  Residual  Capital  Unit  is not  transferable  except  as
                  follows:

                  (i)      the  Residual  Income  Beneficiary  may  transfer the
                           Residual  Capital  Unit to another  person who is not
                           related  to  the  Residual  Income  Beneficiary  (the
                           Transferee)  provided  that such a  transfer  is made
                           subject  to the  condition  that  the  Transferee  is
                           absolutely  prohibited from transferring the Residual
                           Capital Unit to anyone other than the Residual Income
                           Beneficiary and that this person cannot be related to
                           the holder of the Residual  Income Unit; and

                  (ii)     the  Residual  Capital  Beneficiary  may transfer the
                           Residual   Capital  Unit  to  the   Residual   Income
                           Beneficiary  provided that the Trustee has received a
                           tax opinion that the transfer of the Residual Capital
                           Unit will not adversely affect the taxation treatment
                           of the Trust and each of the  other  parties  to this
                           Supplementary  Terms Notice is  reasonably  satisfied
                           that they and the  Noteholders  will not be adversely
                           affected by the transfer of the Residual Capital Unit
                           to the  Residual  Income  Beneficiary.

         (c)      No other Residual  Capital Units may be issued.



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11.3     RESIDUAL INCOME UNIT

         (a)      The   beneficial   interest   held  by  the  Residual   Income
                  Beneficiary  is  limited  to the Trust  and each  Asset of the
                  Trust   (subject  to  the  rights  of  the  Residual   Capital
                  Beneficiary  under clause 11.2)  subject to and in  accordance
                  with  the  Master  Trust  Deed and  this  Supplementary  Terms
                  Notice.

         (b)      Subject to clause 24 of the Master  Trust Deed,  the  Residual
                  Income  Beneficiary has no right to receive  distributions  in
                  respect  of the Trust  other  than:

                  (i)      the right to receive  distributions in respect of the
                           Trust   under  the   Master   Trust   Deed  and  this
                           Supplementary  Terms Notice to the extent that Excess
                           Distributions  are available for  distribution  under
                           the Master  Trust Deed and this  Supplementary  Terms
                           Notice;   and

                  (ii)     the right to receive on the  termination of the Trust
                           the entire beneficial interest of the Trust,  subject
                           to the rights of the Residual Capital Beneficiary.

                  The Residual Income Unit may not be redeemed at any other time
                  or in any other way.

         (c)      The  Residual  Income Unit is not  transferable.

         (d)      No other  Residual  Income  Units  may be  issued.

11.4     UNIT REGISTER

         (a)      The  entitlement  of any person to a Unit will be evidenced by
                  registration in the register maintained under this clause 11.4
                  (the  UNIT  REGISTER).

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

                  (i)      the name and address of each Beneficiary;

                  (ii)     the date on which  the  name of each  Beneficiary  is
                           entered in the Unit Register;

                  (iii)    the  date on  which  each  Beneficiary  ceases  to be
                           registered as a  Beneficiary;

                  (iv)     the subscription moneys initially paid for each Unit;
                           and

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

         (c)      Each Beneficiary  shall promptly notify the Trustee in writing
                  of any change of name or address  and the  Trustee  will alter
                  the Unit Register  accordingly.

         (d)      The  Beneficiary  may not assign,  or create or allow to exist
                  any Security Interest over, its rights or interests in respect
                  of the Trust if to do so would have a Material  Adverse Effect
                  or might have an  adverse  tax  consequence  in respect of the
                  Trust.

         (e)      Without  limiting  clause 11.1,  the interest of a Beneficiary
                  will be constituted by registration in the Unit Register.




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12.      NOTE TRUSTEE
--------------------------------------------------------------------------------
12.1     CAPACITY

         The Note Trustee is a party to this  Supplementary  Terms Notice in its
         capacity as trustee for the US$ Noteholders from time to time under the
         Note Trust Deed.

12.2     EXERCISE OF RIGHTS

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

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

12.3     REPRESENTATION AND WARRANTY

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

12.4     PAYMENTS

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

12.5     PAYMENT TO BE MADE ON BUSINESS DAY

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

13.      SECURITY TRUST DEED
--------------------------------------------------------------------------------

         The  parties  to this Deed  agree to  comply  with  clause  16.9 of the
         Security Trust Deed.

14.      CUSTODIAN AGREEMENT
--------------------------------------------------------------------------------
         The  Custodian  Agreement  is amended  for the  purpose of the Trust by
         deleting   the  words  and  between  each   Relevant   Trust  from  the
         second/third line of clause 3.1(c).




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15.      MANAGER'S DIRECTIONS TO BE IN WRITING
--------------------------------------------------------------------------------
       Any  direction  given to the Trustee by the Manager under a Transaction
         Document must be in writing.

16.      UNDERTAKINGS BY SELLER AND SERVICER
--------------------------------------------------------------------------------
         Each of the Seller and Servicer undertakes that:

         (a)      it will not allow the interest rate on a Purchased  Receivable
                  which is a Fixed  Rate Loan to be  re-fixed  at the end of its
                  fixed rate term if it will result in a downgrade or withdrawal
                  of the rating of any Notes;

         (b)      it will not allow a  Purchased  Receivable  to convert  from a
                  Fixed  Rate Loan to a Floating  Rate Loan,  or from a Floating
                  Rate  Loan to a Fixed  Rate  Loan,  if that  conversion  would
                  result  in a  downgrade  or  withdrawal  of the  rating of any
                  Notes;

         (c)      it must ensure that if the use of any Mortgaged Property which
                  relates  to a  Purchased  Receivable  from owner  occupied  to
                  investment, or from investment to owner occupied, the relevant
                  Purchased  Receivable  continues  to satisfy  the  Eligibility
                  Criteria;  and

         (d)      it must not  provide to any  Obligor  features in respect of a
                  Purchased  Receivable  which  are  additional  to  those  that
                  applied on the Closing Date unless those  additional  features
                  would not:

                  (i)      affect any Mortgage Insurance Policy relating to that
                           Purchased Receivable;

                  (ii)     result in the  downgrade or  withdrawal of the rating
                           of any Notes.

17.      TAX REFORM
--------------------------------------------------------------------------------
17.1     TAXATION OF TRUSTS AND CONSOLIDATED GROUPS

         The parties acknowledge that:

         (a)      in relation to the proposed  taxation of  non-fixed  trusts as
                  companies:

                  (i)      the  Commonwealth   Government  has  withdrawn  draft
                           legislation  under which non-fixed  trusts would have
                           been taxed as  companies  from 1 July  2001;

                  (ii)     in November  2002 the Board of  Taxation  recommended
                           that the Government  retain the current  flow-through
                           treatment of distributions of non-assessable  amounts
                           by  non-fixed  trusts  rather  than  a  company  type
                           taxation model; and

                  (iii)    although the Government  has not expressly  agreed to
                           the recommendation of the Board of Taxation described
                           at (ii)  above,  on 12 December  2002 the  Government
                           announced its intention to amend the taxation laws in
                           accordance  with  recommendations  of  the  Board  of
                           Taxation which were incidental to the  recommendation
                           described at (ii) above.

         (b)      If the  Trust  becomes  a member  of a  consolidated  group of
                  companies  and  trusts  under  Part  3-90  of the  Income  Tax
                  Assessment Act 1997 (a  CONSOLIDATED  TAX GROUP),  the Trustee
                  could




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                  be liable for a share of a  tax-related  liability of the head
                  company of that consolidated tax group (a GROUP TAX LIABILITY)
                  if:

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

                  (ii)     that  group tax  liability  is not  covered  by a tax
                           sharing    agreement   which   is   consistent   with
                           regulations  made,  or  guidelines  published  by the
                           Commissioner  of Taxation,  concerning the allocation
                           of group tax liabilities of a consolidated  tax group
                           amongst  certain  members  of that  group or which is
                           otherwise accepted by the Commissioner of Taxation as
                           allocating   the   group  tax   liabilities   of  the
                           consolidated  tax group  amongst  those  members on a
                           reasonable basis (a VALID TAX SHARING AGREEMENT); and

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

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

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

                  (iii)    the rating of the Notes be maintained.

17.2     AMENDING BILL - TAXATION OF TRUSTS

         If an amending  Bill is  introduced  into the Federal  Parliament  (the
         AMENDING  BILL),  and the result of that  amending  Bill, if it becomes
         law,  will be that the Trustee will become liable to pay Tax on the net
         income of the Trust (as described in clause 17.1(a)), then:

         (a)      the Manager shall  promptly  consult with the Trustee and each
                  Designated  Rating Agency to determine  what changes,  if any,
                  are necessary to the cashflow allocation methodology in clause
                  5 to achieve the objective  referred to in clause 17.1(c) (the
                  OBJECTIVE);

         (b)      within 1 month of the  amending  Bill  being  introduced  into
                  Federal  Parliament  (or such  longer  time as the Trustee and
                  each Designated  Rating Agencies permit) the Manager shall use
                  reasonable  endeavours to provide a written  recommendation to
                  the Trustee and a draft deed amending this Supplementary Terms
                  Notice that, if executed, will achieve the Objective;  and

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

17.3     GROUP TAX LIABILITIES

         If the Trust becomes a member of a consolidated  tax group and the head
         company of that consolidated tax group does not at that time, or at any
         subsequent  time,  provide  evidence to the



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         satisfaction  of the  Trustee  (which  may rely upon the  advice of tax
         lawyers,  amongst others) that the tax liabilities of the  consolidated
         group are  covered by a valid tax  sharing  agreement  that  apportions
         those tax  liabilities  to the  Trustee  on a basis  acceptable  to the
         Trustee  (and the Trustee  acknowledges  that a nil  allocation  of the
         group tax liabilities  will be acceptable to it), then:

         (a)      the  Manager  shall,  as soon as is  practicable,  direct  the
                  Trustee to take steps to ensure that the Trust  ceases to be a
                  member  of that  consolidated  group;

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

         (c)      within  2 months  of such  consultations  commencing  (or such
                  longer time as the Trustee and each  Designated  Rating Agency
                  permit),  the  Manager  shall  use  reasonable  endeavours  to
                  provide a written  direction  to the  Trustee and a draft deed
                  amending  this  Supplementary  Terms Notice that, if executed,
                  will  achieve the  Objective;  and

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

17.4     EVIDENCE OF TAX SHARING AGREEMENT

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

         (b)      ensure that the group tax liabilities of that consolidated tax
                  group  are  covered  by a valid  tax  sharing  agreement  that
                  apportions  those tax  liabilities  to the  Trustee on a basis
                  acceptable to the Trustee (and the Trustee acknowledges that a
                  nil allocation of the group tax liabilities will be acceptable
                  to  it);  and

         (c)      provide  evidence  of such a tax  sharing  agreement  being in
                  place for the  purposes  of clause  17.1:

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

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

17.5     OBJECTIVE

         (a)      Provided  that the Trustee and each  Designated  Rating Agency
                  receive  written advice from an experienced  and reputable tax
                  lawyer or tax  accountant  to the effect that if the  cashflow
                  allocation  methodology,  as amended by the deed amending this
                  Supplementary  Terms Notice, is followed the Objective will be
                  met, and each  Designated  Rating  Agency  confirms in writing
                  that  the  change  in  Tax  law  or  the  deed  amending  this
                  Supplementary Terms Notice will not result in the downgrade or
                  withdrawal of rating of any Note:



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         (b)      the Trustee  shall not be obliged to obtain the consent of any
                  Noteholder  or the  Residual  Income  Beneficiary  to the deed
                  amending this  Supplementary  Terms Notice; and

         (c)      subject to its terms,  the deed  amending  this  Supplementary
                  Terms Notice shall be effective  when  executed,  and may:

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

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

17.6     RESIDUAL INCOME BENEFICIARY

         Without  limiting  clause 17.5,  in  formulating a proposal to meet the
         Objective, the Manager shall have regard to the impact of any change to
         the cashflow allocation methodology to the Residual Income Beneficiary,
         and shall consider  proposals made by the Residual  Income  Beneficiary
         that will enable the Trustee to meet the Objective.

EXECUTED as a deed.

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




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TRUSTEE


SIGNED SEALED and DELIVERED                      )
on behalf of                                     )
PERPETUAL TRUSTEES CONSOLIDATED LIMITED          )
                                                 )
by its attorney in the presence of:              )
                                                     ---------------------------
                                                     Signature


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


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



MANAGER


SIGNED SEALED and DELIVERED                      )
on behalf of                                     )
CRUSADE MANAGEMENT LIMITED                       )
                                                 )
by its attorney in the presence of:              )
                                                     ---------------------------
                                                     Signature


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


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




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APPROVED SELLER/SERVICER


SIGNED SEALED and DELIVERED                      )
on behalf of                                     )
ST.GEORGE BANK LIMITED                           )
by its attorney in the presence of:              )
                                                     ---------------------------
                                                     Signature


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


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



CUSTODIAN


SIGNED SEALED and DELIVERED                      )
on behalf of                                     )
ST.GEORGE CUSTODIAL PTY LIMITED                  )
                                                 )
by its attorney in the presence of:              )
                                                     ---------------------------
                                                     Signature


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


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




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SECURITY TRUSTEE


SIGNED SEALED and DELIVERED                      )
on behalf of                                     )
P.T. LIMITED                                     )
by its attorney in the presence of:              )
                                                     ---------------------------
                                                     Signature


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


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



NOTE TRUSTEE


SIGNED SEALED and DELIVERED                      )
by                                               )
WILMINGTON TRUST COMPANY                         )
in the presence of:                              )
                                                     ---------------------------
                                                     Signature


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


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




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SCHEDULE 1

An Eligible Receivable means a Loan which, as at the Cut-Off Date for that Loan:

(a)      it  is  sourced  from  the  Approved   Seller's  general  portfolio  of
         residential mortgage loans;

(b)      is secured by a Receivable  Security  that  constitutes a first ranking
         mortgage over residential  (owner-occupied or investment) land situated
         in capital  city  metropolitan  areas or regional  centres in Australia
         which is or will be registered under the Real Property Legislation,  or
         where a Receivable  Security is not, or will not be when registered be,
         a first ranking mortgage, the relevant Sale Notice includes an offer in
         relation to all prior ranking registered mortgages;

(c)      is secured by a Receivable Security over a Mortgaged Property which has
         erected  on it a  residential  dwelling  and which is  required  by the
         Receivable  Agreement  to be covered by general  insurance  by insurers
         approved in accordance with the Transaction Documents;

(d)      has an LVR less  than or equal to 95% for owner  occupiers  and 90% for
         investment properties;

(e)      was  not  purchased  by  the  Approved  Seller  but  was  approved  and
         originated  by the  Approved  Seller  in  the  ordinary  course  of its
         business;

(f)      under which the relevant Obligor does not owe more than A$500,000;

(g)      the  relevant  Obligor in respect  of which was  required  to repay the
         Receivable within 30 years of the Cut-Off Date;

(h)      no payment from the Obligor is in Arrears for more than 30  consecutive
         days;

(i)      the sale of an  equitable  interest  in,  or the  sale of an  equitable
         interest in any related  Receivable  Security,  does not  contravene or
         conflict with any law;

(j)      together  with the  related  Receivable  Security,  has been or will be
         stamped, or has been taken by the relevant stamp duties authority to be
         stamped, with all applicable duty;

(k)      is on fully amortising repayment terms;

(l)      is  secured  by a  Receivable  Security  that is  covered  by  mortgage
         insurance from a Mortgage Insurer under the relevant Mortgage Insurance
         Policy for 100% of amounts  outstanding  under the relevant  loans (but
         not including timely payment cover);

(m)      complies in all material  respects with applicable laws,  including the
         Consumer Credit Legislation;

(n)      is fully drawn;

(o)      is subject to the terms and  conditions of the Approved  Seller's Great
         Australian  Home  Loan  product,   its  Standard  Variable  Rate  Loan,
         including  loans  entitled  to a  "Loyalty"  rate,  due to a home  loan
         relationship with the Approved Seller of 5 years or more, or loans that
         bear a fixed rate of interest for up to 5 years; and

(p)      which has a maturity  date at least one (1) year  before  the  maturity
         date of the Notes.




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SCHEDULE 2


APPLICATION FOR A$ NOTES


CRUSADE GLOBAL TRUST NO. 1 OF 2001
--------------------------------------------------------------------------------

To:      Perpetual  Trustees  Consolidated  Limited as  trustee  of the  Crusade
         Global Trust No. 1 of 2001 (the Trustee)



From:                                                           (ABN [*])
          ------------------------------------------------------
                            (Name)

           of                                            (the APPLICANT).
             --------------------------------------------
                            (Address)




APPLICATION
--------------------------------------------------------------------------------

The Applicant  applies for the following  [Class A-3 Notes/Class B Notes/Class C
Notes]  (delete  whichever  is not  applicable)  (the NOTES) to be issued by the
Trustee as trustee of the Crusade  Global  Trust No. 1 of 2001 (the TRUST) under
the  Master  Trust  Deed  dated 14 March  1998 (as  amended  from  time to time)
establishing the Crusade Trusts (the MASTER TRUST DEED):

1.       The Notes applied for are:

2.       The amount of Notes applied for is:


APPLICANT BOUND
--------------------------------------------------------------------------------

The Applicant  agrees that the Notes will be issued subject to, and agrees to be
bound by, the  provisions  of the Master  Trust Deed,  the  Supplementary  Terms
Notice in  relation to the Notes and the  Security  Trust Deed dated 21 February
2001 in relation to the Trust.


ACKNOWLEDGMENT BY APPLICANT
--------------------------------------------------------------------------------

The Applicant acknowledges that the liability of the Trustee to make payments in
respect of the Notes is limited to its right of indemnity from the assets of the
Trust from time to time  available to make such payments  under the Master Trust
Deed.

The Applicant further acknowledges that:

(a)      it has  independently  and without  reliance on St.George  Bank Limited
         (ST.GEORGE),  the Trustee,  the Manager or any other person  (including
         without reliance on any materials prepared or distributed by any of the
         above)  made  its  own  assessment  and  investigations  regarding  its
         investment  in the  Notes;



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(b)      it  understands  that  the  Notes  do not  represent  deposit  or other
         liabilities   of  St.George  or  Associates   of  St.George;

(c)      the  Applicant's  holding of the Notes is subject to  investment  risk,
         including possible delays in repayment and loss of income and principal
         invested; and

(d)      neither  St.George  nor any  Associate  of  St.George in any way stands
         behind the capital value and/or  performance of the Notes or the Assets
         of the Trust except to the limited extent  provided in the  Transaction
         Documents for the Trust.


GENERAL
--------------------------------------------------------------------------------

Payments due under the Notes may be made:

o        by cheque posted to the above address

o        to the credit of the following account:

         Name of Bank:

         Address of Bank:

         Account Details:

         Account No.:

         Name of Account:

A Marked Note Transfer of the abovementioned Notes is required: Yes/No.

Applicant's Tax File Number:


INTERPRETATION
--------------------------------------------------------------------------------

Each  expression  used in this  Application for A$ Notes that is not defined has
the same meaning as in the Master Trust Deed or the relevant Supplementary Terms
Notice.

Dated:

SIGNED:
       --------------------------------------------------------

*             This  Application  for A$ Notes  together  with a  cheque  for the
              amount of the Notes  applied  for should be sent to the Trustee at
              the address above.

*             Where the Applicant is a trustee,  this  Application  for A$ Notes
              must be  completed  in the name of the  trustee  and signed by the
              trustee without reference to the trust.

*             Where this  Application for A$ Notes is executed by a corporation,
              it must be executed either under common seal by two directors or a
              director and a secretary or under a power of attorney.

*             If this  Application  for A$  Notes  is  signed  under a power  of
              attorney,  the attorney is taken, upon signing, to certify that it
              has not received notice of revocation of that power of attorney. A
              certified  copy of the power of attorney  must be lodged with this
              Application for A$ Notes.



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SCHEDULE 3


NOTE ACKNOWLEDGMENT


CRUSADE GLOBAL TRUST NO.1 OF 2001
--------------------------------------------------------------------------------

CLASS:

INITIAL INVESTED AMOUNT:

INTEREST RATE:

INTEREST PAYMENT DATES:

PRINCIPAL AMORTISATION DATES:

FINAL MATURITY DATE:





This confirms that:

NOTEHOLDER:

ABN (if applicable):

ADDRESS:



appears in the Register as the holder of the abovementioned Notes (the NOTES).

The Notes are issued by Perpetual Trustees Consolidated Limited (the TRUSTEE) in
its capacity as trustee of the  abovementioned  Trust (the TRUST) under a Master
Trust Deed dated 14 March 1998 (as amended from time to time)  establishing  the
Crusade Trusts (the MASTER TRUST DEED).

The Notes are issued  subject to the  provisions  of the Master Trust Deed,  the
Supplementary  Terms Notice in relation to the Notes and the Security Trust Deed
dated 21 February 2001. A copy of the Master Trust Deed, the Supplementary Terms
Notice and the Security  Trust Deed are available for inspection by Note Holders
at the offices of Crusade  Management  Limited (ABN 90 072 715 916) at St.George
House, 14-16 Montgomery Street, Kogarah, New South Wales 2217.

The  Trustee's  liability to make payments in respect of the Notes is limited to
its right of indemnity  from the Assets of the Trust from time to time available
to make such  payments  under the  Master  Trust  Deed and  Supplementary  Terms
Notice.  All claims  against  the  Trustee in  relation to the Notes may only be
satisfied  out of the  Assets  of the  Trust  except  in the case of (and to the
extent of) any fraud, negligence or wilful default on the part of the Trustee or
its  officers,  employees,  any agent or delegate  employed by the Trustee other
than  in  accordance  with  Section  53 of the  Trustee  Act to  carry  out  any
transactions contemplated by this Deed.




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Each  Noteholder  is required  to accept any  distribution  of moneys  under the
Security  Trust Deed in full and final  satisfaction  of all moneys owing to it,
and any debt  represented  by any  shortfall  that  exists  after any such final
distribution is extinguished.

The Trustee shall not be liable to satisfy any  obligations or liabilities  from
its  personal  assets  except  in the case  (and to the  extent)  of any  fraud,
negligence or Default on the part of the Trustee or its  officers,  employees or
an agent or  delegate  employed  by the Trustee  other than in  accordance  with
Section 53 of the Trustee Act to carry out any transactions contemplated by this
Deed.  Neither the Trustee nor the Manager guarantees the payment of interest or
the repayment of principal due on the Notes.

This Note  Acknowledgment  is not a certificate of title and the Register is the
only  conclusive  evidence of each  abovementioned  Noteholder's  entitlement to
Notes.

Transfers  of Notes  must be under a Note  Transfer  in the  form  contained  in
Schedule 4 to the Master  Trust Deed  (copies of which are  available  from then
Trustee  at  its  abovementioned  address).  Executed  Note  Transfers  must  be
submitted to the Trustee.

Each  expression  used in this Note  Acknowledgment  that is not defined has the
same meaning as in the Master Trust Deed.

This Note  Acknowledgment  and the Notes to which it relates will be governed by
the laws of the New South Wales.

Dated:

Executed  in New  South  Wales  for  and on  behalf  of the  Perpetual  Trustees
Consolidated Limited



---------------------------------------
Authorised Signatory




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SCHEDULE 4


NOTE TRANSFER AND ACCEPTANCE

CRUSADE GLOBAL TRUST NO.1 OF 2001
--------------------------------------------------------------------------------

To:      Perpetual Trustees Consolidated Limited
         as trustee of the                              Date Lodged [*]
         Crusade Trust No. 1 of 2001 (the TRUSTEE)      REGISTRY USE ONLY

TRANSFEROR

(Full name, ACN/ABN (if applicable) and address):

(please print)

APPLIES TO ASSIGN AND TRANSFER TO

TRANSFEREE

(Full name, ACN/ABN (if applicable) and address):

(please print)

and its/their executors, administrators or assigns

The following Notes in the Crusade Global Trust No. 1 of 2001

Number of Notes:

Class:

Initial Invested Amount:

Interest Payment Dates:

Principal Amortisation Dates:

Final Maturity Date:

Consideration Payable: $[*]

and all  my/our/its  property and  interests in rights to those Notes and to the
interest accrued on them.

TRANSFEROR
           -----------------------------------------------------
(Signature: see Notes)


WITNESS
       ---------------------------------------------------------
                                                                Date:

TRANSFEREE
           -----------------------------------------------------
(Signature:  see Notes)

WITNESS                                                         Date:
           -----------------------------------------------------

PAYMENTS (Tick where appropriate)




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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
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*        In accordance with existing instructions (existing holders only)

*        By cheque posted to the above address

*        By credit to the following  account in Australia in the name of the
         Transferee only

Tax File Number (if applicable):

Authorised signature of Transferee
                                  -------------------------------------
Date:


NOTES:

1.       The Transferor and the Transferee  acknowledge that the transfer of the
         Notes  specified in this Transfer and Acceptance (the NOTES) shall only
         take effect on the entry of the  Transferee's  name in the  Register as
         the holder of the Notes.

2.       The Transferee  agrees to accept the Notes subject to the provisions of
         the Master  Trust Deed  dated 14 March  1998 (as  amended  from time to
         time)   establishing   the  Crusade   Trusts  (the  TRUST  DEED),   the
         Supplementary  Terms  Notice in  relation  to the Notes and the related
         Security Trust Deed dated 21 February 2001.

3.       The  Transferee  acknowledges  that it has  independently  and  without
         reliance on St.George  Bank Limited (ABN 92 055 513 070),  the Trustee,
         Crusade  Management  Limited (ABN 90 072 715 916) (the  MANAGER) or any
         other person (including  without reliance on any materials  prepared or
         distributed   by  any  of  the  above)  made  its  own  assessment  and
         investigations regarding its investment in the Notes.

4.       The  Trustee's  liability  to make  payments in respect of the Notes is
         limited to its right of indemnity from the assets of the abovementioned
         Trust from time to time available to make such payments under the Trust
         Deed.

5.       Where the  Transferor  and/or the  Transferee  is a trustee,  this Note
         Transfer must be completed in the name of the trustee and signed by the
         trustee without reference to the trust.

6.       Where this Note  Transfer  is  executed  by a  corporation,  it must be
         executed  either under common seal by two directors or a director and a
         secretary or under a power of attorney.

7.       If this  Transfer and  Acceptance  is signed under a power of attorney,
         the attorney certifies that it has not received notice of revocation of
         that power of attorney.  A certified copy of the power of attorney must
         be lodged with this Note Transfer.

8.       This Note Transfer must be lodged with the Trustee for registration.

9.       The  Trustee  may,  in the manner and for the period  specified  in the
         Trust  Deed and any  relevant  Supplementary  Terms  Notice,  close the
         Register.  The total  period that the  Register  may be closed will not
         exceed  30 days (or such  other  period  agreed to by the  Manager)  in
         aggregate in any calendar year. No Note Transfer  received after 4:00pm
         Sydney  time  on the day of  closure  of the  Register  or  whilst  the
         Register is closed will be registered until the Register is re-opened.

10.      If the Transferee is a non-resident for Australian  taxation  purposes,
         withholding  tax will be deducted from all interest  payments unless an
         exemption  is provided to the Trustee or  withholding  tax is no longer
         payable as a result of any change in the relevant Australian laws.



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Amendment Deed
Supplementary Terms Notice                          Allens Arthur Robinson[logo]
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11.      The Notes  covered  hereby  have not been  registered  under the United
         States  Securities Act of 1933 as amended (the  SECURITIES ACT) and may
         not be  offered  and sold  within  the  United  States or to or for the
         account or benefit of United States persons:

                  (i)      as part of their distribution at any time; or

                  (ii)     otherwise  until 40 days after the  completion of the
                           distribution  of the  series  of Notes of which  such
                           Notes are a part, as determined  and certified by the
                           Joint Lead Managers,

                  except in either case in  accordance  with  Regulation S under
                  the  Securities  Act. Terms used above have the meanings given
                  to them by Regulation S.

12.      [INSERT ANY RESTRICTIONS ON THE TRANSFER OF NOTES.]

[MARKING WHERE CLAUSE 8.15 APPLIES]

13.      The Trustee  certifies that the Transferor is inscribed in the Register
         as the holder of the Notes  specified in this Note Transfer and that it
         will not register any transfer of such Notes other than under this Note
         Transfer before [INSERT DATE].

Dated:

For and on behalf of Perpetual Trustees  Consolidated  Limited as trustee of the
Crusade Trust No. 1 of 2001


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




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