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 2002
       (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 2002  Supplementary  Terms Notice dated March
19, 2002.  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.



<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  2002,  by the  undersigned,
thereunto duly authorized.



                                        Crusade Management Limited,
                                        as Trust Manager for the
                                        Crusade Global Trust No. 1 of 2002,
                                        (Registrant)



Dated: October 3, 2003                  By:         /s/ Roger Desmarchelier
                                            ------------------------------------
                                        Name:       Roger Desmarchelier
                                              ----------------------------------
                                        Title:      Executive Manager
                                               ---------------------------------



<PAGE>


                                  EXHIBIT INDEX


Exhibit No.     Document Description
-----------     --------------------
4.2/A           Amendment Deed Supplementary Terms Notice dated September 26,
                2003.


<PAGE>

                                                                     Exhibit 42A


                                                                  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 2002
                                                               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>

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                                                                     6


                                      (i)

<PAGE>


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. 2 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 19 March
      2002 (the  Supplementary  Terms Notice) in relation to the Crusade  Global
      Trust No. 1 of 2002 (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
<PAGE>

1.2   Interpretation

      Clause 2 of the  Supplementary  Terms Notice applies as if incorporated in
      this deed and as if  references  in 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 33.1 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 provisions of the Supplementary Terms Notice
            to   be   more   conveniently,   advantageously   and   economically
            administered; and

      (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 Governmental  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
<PAGE>


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
<PAGE>


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
<PAGE>

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>


Annexure A

                                                      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 2002
                                                               The Chifley Tower
                                                                2 Chifley Square
                                                                 Sydney NSW 2000
                                                                       Australia
                                                             Tel  61 2 9230 4000
                                                             Fax  61 2 9230 5333
                                                                  www.aar.com.au


                                       (C) Copyright Allens Arthur Robinson 2003




                                     Page 6
<PAGE>


Table of Contents

1.  Introduction                                                               5

2.  Definitions and Interpretation                                             5
    2.1  Definitions                                                           5
    2.2  Interpretation                                                       26
    2.3  Limitation of liability                                              26
    2.4  Knowledge of Trustee                                                 27

3.  Direction and Trust Back                                                  28

4.  Notes                                                                     28
    4.1  Conditions of Notes                                                  28
    4.2  Summary of conditions of Notes                                       28
    4.3  Issue of Notes                                                       30
    4.4  Trustee's Covenant to Noteholders and the Note Trustee               30
    4.5  Repayment of Notes on Payment Dates                                  31
    4.6  Final Redemption                                                     31
    4.7  Period During Which Interest Accrues                                 31
    4.8  Calculation of Interest                                              31
    4.9  Step-Up Margin                                                       32
    4.10 Aggregate receipts                                                   32

5.  Cashflow Allocation Methodology                                           33
    5.1  Total Available Funds                                                33
    5.2  Excess Available Income - Reimbursement of Charge Offs and
         Principal Draws                                                      34
    5.3  Excess Distribution                                                  35
    5.4  Initial Principal Distributions                                      35
    5.5  Principal Distributions prior to Stepdown Date                       36
    5.6  Principal distributions after Stepdown Date                          37
    5.7  Final Maturity Date                                                  38
    5.8  Redraws                                                              38
    5.9  Determination Date - Payment Shortfall                               39
    5.10 Allocating Liquidation Losses                                        39
    5.11 Insurance claims                                                     40
    5.12 Payments before Payment Date                                         40
    5.13 Charge Offs                                                          40
    5.14 Payments into US$ Account                                            41
    5.15 Payments out of US$ Account                                          41
    5.16 Rounding of amounts                                                  41
    5.17 Manager's Report                                                     41
    5.18 Payment Priorities Following an Event of Default: Security
         Trust Deed                                                           41
    5.19 Prescription                                                         41
    5.20 Accounting Procedures: Principal & Interest                          41
    5.21 Replacement of Currency Swap                                         42
    5.22 Notice of calculations                                               42
    5.23 Bond Factors                                                         43


                                    Page (i)

<PAGE>

    5.24 Loan Offset Interest                                                 43

6.  Master Trust Deed and Servicing  Agreement                                43
    6.1  Completion of details in relation to Master Trust Deed               43
    6.2  Amendments to Master Trust Deed                                      45
    6.3  Amendments to the Servicing Agreement                                81
    6.4  Clause 6.14                                                          81

7.  Call and Tax Redemption                                                   81
    7.1  Call of Class A Notes                                                81
    7.2  Call of Class B Notes                                                81
    7.3  Call of Class C Notes                                                82
    7.4  Full satisfaction                                                    83
    7.5  Tax Event                                                            83

8.  Substitution of Purchased Receivables                                     83
    8.1  Approved Seller substitution                                         83
    8.2  Other substitutions                                                  84
    8.3  Selection criteria                                                   84

9.  Application of Threshold Rate                                             85
    9.1  Calculation of Threshold Rate                                        85
    9.2  Setting Threshold Rate                                               85
    9.3  Loan Offset Deposit Accounts                                         85

10. Title Perfection Events                                                   86
    10.1  Each of the following is a Title Perfection Event.                  86

11. Beneficiary                                                               86
    11.1  Acknowledgment of Units                                             86
    11.2  Residual Capital Unit                                               86
    11.3  Residual Income Unit                                                87
    11.4  Unit Register                                                       87

12. Note Trustee                                                              88
    12.1  Capacity                                                            88
    12.2  Exercise of rights                                                  88
    12.3  Representation and warranty                                         88
    12.4  Payments                                                            88
    12.5  Payment to be made on Business Day                                  88

13. Security Trust Deed                                                       88

14. Custodian Agreement                                                       89

15. Manager's Directions to be in Writing                                     89

16. Undertakings by Seller and Servicer                                       89

17. Tax Reform                                                                89
    17.1  Taxation of trusts and consolidated groups                          89
    17.2  Amending Bill - taxation of trusts                                  90
    17.3  Group tax liabilities                                               91
    17.4  Evidence of tax sharing agreement                                   91

                                    Page (ii)

<PAGE>

    17.5  Objective                                                           91
    17.6  Residual Income Beneficiary                                         92

Schedule 1                                                                    96

Schedule 2                                                                    97
Application for A$ Notes                                                      97
Crusade Global Trust No. 1 of 2002                                            97

Schedule 3                                                                    99
Note Acknowledgment                                                           99
Crusade Global Trust No. 1 of 2002                                            99

Schedule 4                                                                   101
Note Transfer and Acceptance                                                 101
Crusade Global Trust No. 1 of 2002                                           101



                                   Page (iii)

<PAGE>


1.    Introduction

      This  Supplementary  Terms Notice is issued on 19 March 2002  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 2002 (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 2002.

      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
<PAGE>

      definitions  apply only in relation to the Crusade  Global  Trust No. 1 of
      2002,  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 the  Confirmation  for Class A 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,  a  designated
            period  of 60  days)  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 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 Supplementary Terms Notice 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,

      expressed as a percentage.



                                     Page 6
<PAGE>

      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  Act  of  the
                  Parliament  of an  Australian  Jurisdiction  to  carry  on the
                  general business of banking;



                                     Page 7
<PAGE>

            (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 JPMorgan  Chase Bank,  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 Notes or  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 Class
            A 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.

      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).



                                     Page 8
<PAGE>

      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)(B).

      Class where used in relation to the Notes, means each class constituted by
      the Class A 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 the Class A Notes, the aggregate of the Invested Amounts for the 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 the 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 Class A 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 Note issued as a Class A Note by the Trustee with the
      characteristics  of a Class A Note under this  Supplementary  Terms Notice
      and the Note Trust Deed and includes any relevant  Book Entry Note (or any
      part or interest in it) and any relevant Definitive Note.

      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)   95.40% and

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

            (ii) zero.



                                     Page 9
<PAGE>

      Class A Principal  Payment  means each payment to the Class A  Noteholders
      under  clause  5.15,  following  a payment  under  clauses  5.5(a)(ii)  or
      5.6(a)(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).

      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) 98.64% and



                                    Page 10
<PAGE>

                  (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(a)(iii) or 5.6(a)(iii).

      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  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



                                    Page 11
<PAGE>

                  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(a)(iv) or 5.6(a)(iv).

      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

      (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, 20 March 2002 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  8372-48147  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 21 of the Master Trust Deed and
      maintained by the Trustee with an Approved Bank.

      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 Class A Notes in the form set out
      in  schedule 3 to the Note  Trust Deed (but,  so long as the Class A 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



                                    Page 12
<PAGE>

      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).

      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,  JPMCB as principal  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.

      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, on 14 March 2002.

      Definitive  Note  means a note  in  definitive  form  (whether  bearer  or
      registered)  issued or to be issued in respect of any Class A 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).



                                    Page 13
<PAGE>

      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

            (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,



                                    Page 14
<PAGE>

            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  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  and the
      Indemnifier dated on or about the date of this Supplementary Terms Notice.

      Information  Memorandum means the Prospectus relating to the Trust and the
      Class A 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.



                                    Page 15
<PAGE>

      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 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 Note and an  Interest  Period,  LIBOR in  relation to that
            Interest Period plus the relevant Margin for the Class A Notes;

      (b)   an A$ Note and an Interest Period, the Three Month Bank Bill Rate in
            relation to 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 JPMCB 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.



                                    Page 16
<PAGE>

      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.

      JPMCB means JPMorgan Chase Bank.

      JP Morgan means J.P. Morgan Securities Inc.

      Lead Manager means J.P. Morgan Australia Limited.

      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,  two
            month deposits) 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,  two month deposits)
            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,  two  month  deposits)
            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



                                    Page 17
<PAGE>

      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  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 Lead Manager (in the case of A$ Notes) and the
      Note  Manager  (in the case of the Class A  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 2002.
      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, GE Capital  Mortgage  Insurance
      (Australia) Corporation 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:



                                    Page 18
<PAGE>

      (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 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 Class A 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 J.P. Morgan Securities Inc.

      Note Register means the register kept by the Note Registrar to provide for
      the registration and transfer of Class A Notes under the Note Trust Deed.



                                    Page 19
<PAGE>

      Note  Registrar  means Bankers  Trust  Company,  Corporate  Trust & Agency
      Services,  55 Water Street,  Jeanette Park  Entrance,  New York,  New York
      10041,  Santa Ana Trust  Administration  - ST0201  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.

      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 August 2009.

      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 2002"
      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



                                    Page 20
<PAGE>

            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;

            (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,



                                    Page 21
<PAGE>

      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.

      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) 30
      April 2002.  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;



                                    Page 22
<PAGE>

      (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

      (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 in 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.

      Security Trust Deed means the agreement so entitled dated on or before the
      date of this Supplementary Terms Notice 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.



                                    Page 23
<PAGE>

      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.

      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.

      Stepdown Date means the Payment Date falling in August 2005.

      Step-Up Margin has the meaning given in clause 4.9.

      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 calculated
      by  reference to a period of 60 days)  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
      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).



                                    Page 24
<PAGE>

      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 Class A 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  Class A 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 2002  constituted  under the
      Master Trust Deed and the Notice of Creation of Trust.

      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;



                                    Page 25
<PAGE>

      (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$ Notes means Class A Notes.

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.

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



                                    Page 26
<PAGE>

                  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 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  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,  the
                  Principal Paying Agent,  the Note Trustee,  the Note Registrar
                  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.



                                    Page 27
<PAGE>

3.    Direction and Trust Back

      (a)   A Trust Back,  entitled  Crusade  Global Trust Back No.1 of 2002, 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 Class A 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:

                        Class A Notes

                        Class B Notes

                        Class C Notes

                  (b)   Total Initial Invested Amount of each Class of Notes:

                        (i)   Class A Notes - US$880,000,000

                        (ii)  Class B Notes - A$28,395,000

                        (iii) Class C Notes - A$11,900,000

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

                  (d)   Margin:

                        (i)   in the case of the Class A Notes, 0.16% per annum;
                              and

                        (ii)  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



                                    Page 28
<PAGE>

                              Margin; and

                        (iii) in the case of the:

                              Class B Notes: 0.51% per annum

                              Class C Notes: 0.74% per annum.

                  (e)   Initial Invested Amount:

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

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

                              Class C 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 from Fitch.

                  (g)   Issue Price:

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

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

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

                  (h)   Quarterly Payment Dates:

                        (i)   Class  A  Notes - the  20th  day of  May,  August,
                              November and February in each year (New York time)

                        (ii)  A$ Notes - the 20th day of May,  August,  November
                              and February (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  Class A Notes  will be 20th May 2002 (New
                              York time) and the first  Quarterly  Payment  Date
                              for  the A$  Notes  will  be 20 May  2002  (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
                              Class A Notes, repurchased under the Conditions.



                                    Page 29
<PAGE>

                  (i)   Final Maturity Date:

                        (i)   Class A Notes - the Quarterly Payment Date falling
                              in February 2033 (New York time).

                        (ii)  Class B Notes - the Quarterly Payment Date falling
                              in February 2033 (Sydney time).

                        (iii) Class C Notes - the Quarterly Payment Date falling
                              in February 2033 (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)   Class A 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  and  Markets  Act 2000  (UK) and all
                  regulations  made  under  or in  relation  to that Act and the
                  Public Offers of Securities Regulations 1995, as amended; 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
            Act 2001 (Cth)) or must otherwise  constitute an issue that does not
            require  disclosure  under  Part 6D.2 of the  Corporations  Act 2001
            (Cth).

      (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):



                                    Page 30
<PAGE>

            (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 Class A Notes will be made in United
            States dollars.

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

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

      (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 Class A Notes),



                                    Page 31
<PAGE>

            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 Class A 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 Class A Notes,  notice of that availability
                  has been duly given in accordance with Condition 12; or

            (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

      If the Trustee has not repurchased or redeemed all 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)in the case of the Class A Notes, 0.32% 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.



                                    Page 32
<PAGE>

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 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;



                                    Page 33
<PAGE>

            (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; and

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

            (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;

            (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):



                                    Page 34
<PAGE>

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

                  (B)   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

            (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



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<PAGE>

            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.

      (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

      (a)   Subject to paragraph  (b), 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



                                    Page 36
<PAGE>

            Collection Period ending  immediately  before that Quarterly Payment
            Date, the following amounts in the following order of priority:

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

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

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

                  (B)   the A$ Equivalent of the Invested  Amounts for all Class
                        A  Notes;

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

                  (A)   the  amount  available  for   distribution   under  this
                        subparagraph   (iii)  after  all  payments   which  have
                        priority under this clause 5.5; and

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

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

                  (A)   the  amount  available  for   distribution   under  this
                        subparagraph (iv) after all payments which have priority
                        under this clause 5.5; and

                  (B)   the  Invested  Amounts  in respect of all Class C Notes.

      (b)   (Limit)  The  Trustee  shall  only  make  a  payment  under  any  of
            sub-paragraphs  (a)(i) to (a)(iv)  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

      (a)   Subject to paragraph (b), 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:

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

            (ii)  second,   as  a  payment,   out  of  the  Class  A   Principal
                  Distribution  Amount to the Currency Swap  Provider  under the
                  Confirmation relating to the Class A 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 Notes on that Payment Date;

            (iii) third, 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



                                    Page 37
<PAGE>

            (iv)  fourth, 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.

      (b)   (Limit)  The  Trustee  shall  only make a  payment  under any of the
            sub-paragraphs  (a)(i) to (a)(iv) 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.

5.7   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 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.



                                    Page 38
<PAGE>

(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.

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.



                                    Page 39
<PAGE>

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

            (i)   rateably  as  between  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



                                    Page 40
<PAGE>

            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 Class A Notes  as  payments  of Class A
                  Interest on those Class A Notes;

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

            (iii) amounts credited under clauses 5.5(a)(ii) and 5.6(a)(ii), pari
                  passu to Class A Noteholders as Class A Principal  Payments on
                  the Class A Notes  until the  Invested  Amounts of the Class A
                  Notes have been reduced to zero.

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 Class A 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



                                    Page 41
<PAGE>

      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 (the Replacement Swap Provider) to pay any
            upfront premium to enter into the  Replacement  Currency Swap due to
            the Trustee  directly to the Currency Swap Provider in  satisfaction
            of  and  to  the  extent  of the  Trustee's  obligation  to pay  the
            Settlement  Amount to 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



                                    Page 42
<PAGE>

      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),  5.2(a)(ii)(A),  5.5(a)(ii)  and  5.6(a)(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 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 Class B Bond Factor and
            the Class C Bond Factor.

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:



                                    Page 43
<PAGE>

                  (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 0.0225% 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 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,



                                    Page 44
<PAGE>

            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

            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 A$;

            (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 Duties Act, 2000 of Victoria.

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

                        any other assets of a class of assets that are
                        both:

                  (A)   included within the definition "pool of mortgages" under
                        the Duties Act 1997 of New South Wales; and

                  (B)   included  within the  definition  of "pool of mortgages"
                        under the Duties Act 2000 of Victoria;



                                    Page 45
<PAGE>

            (viii)the reference to Stamp Duties Act, 1920 in the last  paragraph
                  of that  definition  is deleted and replaced  with Duties Act,
                  1997 and the reference to Stamps Act,  1958 in that  paragraph
                  is deleted and replaced with Duties Act, 2000.

      (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:

                        "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:



                                    Page 46
<PAGE>

                        (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  Class  A
                        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 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 Class A Notes held by
                                          Class A Noteholders who voted
                                          in favour of the resolution

                                     T =  the Total Invested Amount.

      (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.

                  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



                                    Page 47
<PAGE>

                  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 definition inserted as follows:

            Residual Capital Beneficiary, 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 definition 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 definition inserted as follows:

            Residual Income Beneficiary,  in relation to a Trust, any person who
            holds or is taken to hold a Residual Income Unit

      (l)   Clause 1.1 - Residual Income Unit

            New definition inserted as follows:

            Residual Income Unit, has the meaning given in the
            Supplementary Terms Notice for that Trust

      (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.



                                    Page 48
<PAGE>

      (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 Class A 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 Class A 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)   Class A 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 Class A 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.

            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 Class A 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



                                    Page 49
<PAGE>

                  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  Class A  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 Class A 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.

      (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.



                                    Page 50
<PAGE>

      (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 Class A Notes  only,  the Trustee
                              shall issue those Class A 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 Class A
                   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:

                        (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 Act
                              2001 (Cth).

                   (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



                                    Page 51
<PAGE>

                        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  Class  A  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 Note Transfer

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

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

                             (Master  Trust Deed) the terms of this Master Trust
                             Deed;

                             (Supplementary  Terms  Notice)  the  terms  of  the
                             Supplementary Terms Notice;

                             (Security  Trust  Deed) the  terms of the  Security
                             Trust Deed; or

                             (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



                                    Page 52
<PAGE>

                  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 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.



                                    Page 53
<PAGE>

                  (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.

                  (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



                                    Page 54
<PAGE>

                  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

                        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



                                    Page 55
<PAGE>

                        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 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



                                    Page 56
<PAGE>

                        (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

            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



                                    Page 57
<PAGE>

                  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
                  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.



                                    Page 58
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            (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.

            (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.



                                    Page 59
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            (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.

            (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.



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<PAGE>

            (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.

            (xxxi)(Stamp  Duty)  The  Approved  Seller  will pay all  applicable
                  stamp duties  imposed by Queensland as a result of the initial
                  equitable  assignment by the Approved Seller to the Trustee of
                  the Receivables specified in the Sales Notice.

      (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
                        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:



                                    Page 61
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            (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;

            (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



                                    Page 62
<PAGE>

            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".

      (gg)  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.

      (hh)  Clause 17.2

            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

            (ii)  Clause 18.3 - To act honestly, diligently and prudently

                  Clause 18.3 of the Master Trust Deed is amended by:

                        (A)   replacing  "." at the end of paragraph (j) with ";
                              and"; and

                        (B)   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.

      (jj)  Clause 21.1 - Opening of bank accounts



                                    Page 63
<PAGE>

            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):

                  (e)   (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,

                       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.

                  (f)   The Servicer shall do all things necessary to assist the
                        Manager and the Trustee to comply with their obligations
                        under this clause 21.1.

      (kk)  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."

      (ll)  Clause 24 - Income Entitlements and Payments

            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).



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            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.

            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



                                    Page 65
<PAGE>

                        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 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 that
                        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



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                  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.

      (mm)  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:

                              (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



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                              (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;

                              (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.

                  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



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                        (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:

                        (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).



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                  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.

                  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.

      (nn)  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  Class A Noteholders

                        (a)   Any  proposal  requiring  the  consent  of Class A
                              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 Class A Notes.



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                  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.

                        (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;



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                              (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

                                    (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 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



                                    Page 72
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                              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 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



                                    Page 73
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                              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

                        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



                                    Page 74
<PAGE>

                              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 Act 2001 (Cth), 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
                        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  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



                                    Page 75
<PAGE>

                              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;

                              (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));



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                              (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$ 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



                                    Page 77
<PAGE>

                        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.

      (oo)  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."

      (pp)  Clause 32 - Payments Generally

            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  Class  A 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.



                                    Page 78
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                       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 Class A Note, and a good discharge to the Trustee, the
                        Manager or the Servicer (as the case may be) in relation
                        to that Class A 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.

                  (i)   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 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.



                                    Page 79
<PAGE>

                        (c)   (Interest   Withholding   Tax  -  Class  A  Notes)
                              Payments  on Class A 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 Class A
                              Noteholders  in  respect  of that  withholding  or
                              deduction.

                              The  interest  payments  on the Notes  will not be
                              subject to TFN  withholding  as the Notes will not
                              be "Part VA Investments".

            (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.

      (qq)  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



                                    Page 80
<PAGE>

                        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:

      (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".

6.4   Clause 6.14

      For the purposes of clause 6.14 of the Master Trust Deed,  all  references
      to Notes in that clause shall be references only to Class A Notes.

7.    Call and Tax Redemption

7.1   Call of Class A Notes

      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 Class A
      Notes,  Condition 12, and 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)   in the case of Class A Notes, the Quarterly  Payment Date falling in
            May 2009

      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   Call of Class B Notes

      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 B  Noteholders  and purchase or redeem all, but not some only of
      the Class B Notes by  repaying  the  Invested  Amount,  or, if the Class B
      Noteholders,  by  Extraordinary  Resolution of the Class B Noteholders  so
      agree,  the Stated Amount,



                                    Page 81
<PAGE>

      of those Class B 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)   in the case of Class B Notes, the Quarterly  Payment Date falling in
            May 2009

      provided that:

            (i)   the Trustee  will be in a position on such  Quarterly  Payment
                  Date to discharge (and the Manager so certifies to the Trustee
                  upon  which  the  Trustee  will  rely  conclusively)  all  its
                  liabilities in respect of the Class B Notes (at their Invested
                  Amount  or their  Stated  Amount  if so  agreed by the Class B
                  Noteholders) and any amounts which would be required under the
                  Security  Trust Deed to be paid in priority or pari passu with
                  the Class B Notes if the  security  for the Notes  were  being
                  enforced; and

            (ii)  all  Class A Notes  have been  redeemed  in full  before  that
                  Quarterly  Repayment Date, or will be redeemed in full on that
                  Quarterly Repayment Date.

7.3   Call of Class C Notes

      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 C  Noteholders  and purchase or redeem all, but not some only of
      the Class C Notes by  repaying  the  Invested  Amount,  or, if the Class C
      Noteholders,  by  Extraordinary  Resolution of the Class C Noteholders  so
      agree,  the Stated Amount,  of those Class C 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)   in the case of Class C Notes, the Quarterly  Payment Date falling in
            May 2009

      provided that:

            (i)   the Trustee  will be in a position on such  Quarterly  Payment
                  Date to discharge (and the Manager so certifies to the Trustee
                  upon  which  the  Trustee  will  rely  conclusively)  all  its
                  liabilities in respect of the Class C Notes (at their Invested
                  Amount  or their  Stated  Amount  if so  agreed by the Class C
                  Noteholders) and any amounts which would be required under the
                  Security  Trust Deed to be paid in priority or pari passu with
                  the Class C Notes if the  security  for the Notes  were  being
                  enforced.  Repayment  and  purchase  of the  Class C Notes  in
                  accordance with this clause 7.3 shall be in full  satisfaction
                  of the Trustee's obligations under the Class C Notes; and

            (ii)  all  Class B Notes  have been  redeemed  in full  before  that
                  Quarterly  Repayment  Date or will be redeemed in full on that
                  Quarterly Repayment Date.



                                    Page 82
<PAGE>

7.4   Full satisfaction

      Repayment and redemption of Class A Notes,  Class B Notes or Class C Notes
      in accordance  with clause 7.1, 7.2 and 7.3 (as the case may be), shall be
      in full satisfaction of the Trustee's obligations under the Notes.

7.5   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

      (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 and 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:



                                    Page 83
<PAGE>

            (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

      (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:

      (a)   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;

      (b)   an outgoing  owner-occupied or investment  Mortgage will be replaced
            by another  owner-occupied  or investment  Mortgage (as the case may
            be);

      (c)   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;



                                    Page 84
<PAGE>

      (d)   an  outgoing  Eligible  Receivable  will be  substituted  by another
            Eligible  Receivable  with a security  property  located in the same
            State or Territory;

      (e)   an  outgoing  Eligible  Receivable  will be  substituted  by another
            Eligible  Receivable  with a  security  property  with  the  same or
            similar postcode; and

      (f)   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.

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.



                                    Page 85
<PAGE>

10.   Title Perfection Events

10.1  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, Baa2 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.

      (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




                                    Page 86
<PAGE>

                  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.

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.



                                    Page 87
<PAGE>

      (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.

12.   Note Trustee

12.1  Capacity

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

12.2  Exercise of rights

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

      (b)   The Class A  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 Class A Noteholders.

12.4  Payments

      Any payment to be made to the Class A  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.



                                    Page 88
<PAGE>

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).

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



                                    Page 89
<PAGE>

                  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 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.



                                    Page 90
<PAGE>

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  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

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

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

      (b)   provide evidence of such a tax sharing  agreement being in place for
            the purposes of clause 17.1:

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

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

17.5  Objective

      Provided  that the  Trustee  and each  Designated  Rating  Agency  receive
      written  advice  from an  experienced  and  reputable  tax  lawyer  or tax
      accountant to the effect that if the cashflow 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



                                    Page 91
<PAGE>

      Tax law or the deed  amending  this  Supplementary  Terms  Notice will not
      result in the downgrade or withdrawal of rating of any Note:

      (a)   the  Trustee  shall not be  obliged  to obtain  the  consent  of any
            Noteholder or Residual Income  Beneficiary to the deed amending this
            Supplementary Terms Notice; and

      (b)   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.




                                    Page 92
<PAGE>

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.


TRUSTEE


SIGNED SEALED and DELIVERED       )
on behalf of                      )
PERPETUAL TRUSTEES CONSOLIDATED   )
LIMITED                           )
by its attorney under Power of    )
Attorney dated                    )
in the presence of:               )
                                     -------------------------------
                                     Signature


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


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



MANAGER


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


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


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







                                    Page 93
<PAGE>

APPROVED SELLER/SERVICER


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


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


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



SECURITY TRUSTEE

SIGNED SEALED and DELIVERED       )
on behalf of                      )
P.T. LIMITED                      )
                                  )
by its attorney under Power of    )
Attorney dated                    )
in the presence of:               )
                                     -------------------------------
                                     Signature


                                    Page 94
<PAGE>


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


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





NOTE TRUSTEE


SIGNED SEALED and DELIVERED       )
on behalf of                      )
WILMINGTON TRUST COMPANY          )
                                  )
by its attorney under Power of    )
Attorney dated                    )
in the presence of:               )
                                     -------------------------------
                                     Signature


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


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





                                    Page 95
<PAGE>

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$600,000;

(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 Fixed Rate
      Loans, which bear a fixed rate of interest for up to 5 years as of the cut
      off date; its Essential Home Loan product, its Standard Variable Rate Home
      Loan product,  including sub products of Loyalty Loans, which are entitled
      to a  "loyalty"  rate due to a home loan  relationship  with the  Approved
      Seller  of 5 years or more and  Discount  Variable  Rate  Home  Loans  and
      Introductory  Fixed  Rate Home  Loans,  which are  available  only for new
      borrowers to St.George Bank; and

(p)   which has a maturity  date at least one (1) year before the maturity  date
      of the Notes.


                                    Page 96
<PAGE>

Schedule 2


Application for A$ Notes


Crusade Global Trust No. 1 of 2002

To:   Perpetual Trustees  Consolidated  Limited as trustee of the Crusade Global
      Trust No. 1 of 2002 (the Trustee)



From:                                    (ABN [*])
        --------------------------------
        (Name)

        of                        (the Applicant).
           ----------------------
                   (Address)



Application

The  Applicant  applies for the  following  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 2002 (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 [*] 2002 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;



                                    Page 97
<PAGE>

(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.



                                    Page 98
<PAGE>
Schedule 3


Note Acknowledgment

Crusade Global Trust No. 1 of 2002


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 [*] 2002. 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.

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.



                                    Page 99
<PAGE>

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



                                    Page 100
<PAGE>

Schedule 4


Note Transfer and Acceptance


Crusade Global Trust No. 1 of 2002


To:   Perpetual Trustees Consolidated Limited               Date Lodged [*]
      as trustee of the                                     Registry Use Only
      Crusade Global Trust No. 1 of 2002 (the Trustee)


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 2002

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)



                                    Page 101
<PAGE>

*     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
      12 March 2002.

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.



                                    Page 102
<PAGE>

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 Lead Manager,

      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 Global Trust No. 1 of 2002



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