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 1999
             (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 Deutsche
Trustee  Company   Limited  (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 1999  Supplementary  Terms  Notice  dated
September 22, 1999. 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  1999,  by the  undersigned,
thereunto duly authorized.



                                        Crusade Management Limited,
                                        as Trust Manager for the
                                        Crusade Global Trust No. 1 of 1999,
                                        (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 4.2/A

                                                                  Amendment Deed
                                                      Supplementary Terms Notice


                                         Perpetual Trustees Consolidated Limited
                                                                       (Trustee)

                                                      Crusade Management Limited
                                                                       (Manager)

                                                          St.George Bank Limited
                                                               (Approved Seller)

                                                          St.George Bank Limited
                                                                      (Servicer)

                                                          St.George Bank Limited
                                                                   (Indemnifier)

                                                 St.George Custodial Pty Limited
                                                                     (Custodian)

                                                                     P.T Limited
                                                              (Security Trustee)

                                                Deutsche Trustee Company Limited
                                                                  (Note Trustee)




                                              Crusade Global Trust No. 1 of 1999

                                                               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


                                    Page (i)

<PAGE>


Date  2003

Parties

1.    Perpertual Trustees  Consolidated  Limited (formerly AXA Trustees Limited)
      (ACN 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 1999
      (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.    Deutsche Trustee Company Limited  (formerly Bankers Trust Company Limited)
      of Winchester  House, 1 Great Winchester  Street,  London EC2N 2DB, United
      Kingdom (Note Trustee)

Recitals

A     The  parties  are  parties  to the  Supplementary  Terms  Notice  dated 22
      September 1999 (the Supplementary Terms Notice) in relation to the Crusade
      Global Trust No. 1 of 1999 (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  to the  Supplementary  Terms  Notice were
      references to this deed.

2.    Amendments

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

3.    Confirmation

      The Manager:

      (a)   confirms  that it has complied  with clause 33.1 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>

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



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



                                     Page 3
<PAGE>


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



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



                                     Page 4
<PAGE>

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  by
Deutsche Trustee Company Limited:


------------------------------------    -----------------------------------
Associate Director Signature            Associate Director Signature


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




                                     Page 5
<PAGE>


Annexure A



                                                      Supplementary Terms Notice


                                                            AXA Trustees Limited

                                                      Crusade Management Limited

                                                          St.George Bank Limited

                                                 St.George Custodial Pty Limited

                                           National Mutual Life Nominees Limited

                                                           Bankers Trust Company



                                              Crusade Global Trust No. 1 of 1999

                                                               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 6
<PAGE>

Table of Contents

1.    Introduction                                                            10

2.    Definitions and Interpretation                                          11
      2.1   Definitions                                                       11
      2.2   Interpretation                                                    31
      2.3   Limitation of liability                                           31
      2.4   Knowledge of Trustee                                              33

3.    Direction and Trust Back                                                33

4.    Notes                                                                   33
      4.1   Conditions of Notes                                               33
      4.2   Summary of conditions of Notes                                    33
      4.3   Issue of Notes                                                    36
      4.4   Trustee's Covenant to Noteholders and the Note Trustee            36
      4.5   Repayment of Notes on Payment Dates                               36
      4.6   Final Redemption                                                  37
      4.7   Period During Which Interest Accrues                              37
      4.8   Calculation of Interest                                           37
      4.9   Step-Up Margin                                                    38
      4.10  Aggregate receipts                                                38

5.    Cashflow Allocation Methodology                                         39
      5.1   Total Available Funds                                             39
      5.2   Excess Available Income - Reimbursement of Charge Offs and
            Principal Draws                                                   41
      5.3   Excess Distribution                                               42
      5.4   Principal Distributions                                           42
      5.5   Redraws                                                           44
      5.6   Determination Date - Payment Shortfall                            45
      5.7   Monthly Determination Date - Liquidity Shortfall                  45
      5.8   Allocating Liquidation Losses                                     46
      5.9   Insurance claims                                                  46
      5.10  Payments before Payment Date                                      47
      5.11  Charge Offs                                                       47
      5.12  Payments into US$ Account                                         47
      5.13  Payments out of US$ Account                                       48
      5.14  Rounding of amounts                                               48
      5.15  Manager's Report                                                  48
      5.16  Payment Priorities Following an Event of Default: Security
            Trust Deed                                                        49
      5.17  Prescription                                                      49
      5.18  Accounting Procedures:  Principal & Interest                      49
      5.19  Replacement of Currency Swap                                      49
      5.20  Notice of calculations                                            50
      5.21  Bond Factors                                                      50
      5.22  Loan Offset Interest                                              50

6.    Master Trust Deed and Servicing  Agreement                              50



                                     Page 7
<PAGE>

      6.1 Completion of details in relation to Master  Trust Deed             50
      6.2  Amendments  to Master Trust Deed                                   52
      6.3 Amendments to the Servicing Agreement                               89

7.    Call and Tax Redemption                                                 89
      7.1   Call                                                              89
      7.2   Tax Event                                                         90

8.    Substitution of Purchased Receivables                                   90
      8.1   Approved Seller substitution                                      90
      8.2   Other substitutions                                               91
      8.3   Selection criteria                                                91

9.    Application of Threshold Rate                                           92
      9.1   Calculation of Threshold Rate                                     92
      9.2   Setting Threshold Rate                                            92
      9.3   Loan Offset Deposit Accounts                                      92

10.   Title Perfection Events                                                 93

11.   Beneficiary                                                             93
      11.1  Acknowledgment of Units                                           93
      11.2  Residual Capital Unit                                             93
      11.3  Residual Income Unit                                              94
      11.4  Unit Register                                                     94

12.   Note Trustee                                                            95
      12.1  Capacity                                                          95
      12.2  Exercise of rights                                                95
      12.3  Representation and warranty                                       95
      12.4  Payments                                                          95
      12.5  Payment to be made on Business Day                                96

13.   Security Trust Deed                                                     96

14.   Custodian Agreement                                                     96

15.   Manager's Directions to be in Writing                                   96

16.   Undertakings by Seller and Servicer                                     96

17.   Tax Reform                                                              97
      17.1  Taxation of trusts and consolidated groups                        97
      17.2  Amending Bill - taxation of trusts                                98
      17.3  Group tax liabilities                                             98
      17.4  Evidence of tax sharing agreement                                 99
      17.5  Objective                                                         99
      17.6  Residual Income Beneficiary                                       99

Schedule 1                                                                   103

Schedule 2                                                                   104
       Application for Class B Notes Crusade Global Trust No.1 of 1999       104

Schedule 3                                                                   106
       Note Acknowledgment Crusade Global Trust No.1 of 1999                 106

                                     Page 8
<PAGE>

Schedule 4                                                                   108
      Note Transfer and Acceptance Crusade Global Trust No.1 of 1999         108



                                     Page 9
<PAGE>

Date

      This  Supplementary  Terms Notice is issued on 22 September  1999 pursuant
      and subject to the Master Trust Deed dated 14 March 1998 (the Master Trust
      Deed) between:

Parties

A     AXA Trustees Limited (ACN 004 029 841) of Level 2, 65 Southbank Boulevard,
      South  Melbourne,  Victoria,  3205 in its  capacity  as trustee of Crusade
      Global Trust No. 1 of 1999 (the Trustee);

B     Crusade  Management  Limited (ACN 072 715 916) of 4-16 Montgomery  Street,
      Kogarah, New South Wales 2217 as Manager (the Manager);

C     St.George  Bank  Limited  (ACN  055 513  070) of 4-16  Montgomery  Street,
      Kogarah, New South Wales 2217 in its capacity as Servicer, Approved Seller
      and Indemnifier (St.George);

D     St.George  Custodial  Pty  Limited  (ACN 003 347  411) of 4-16  Montgomery
      Street, Kogarah, New South Wales 2217 (the Custodian);

E     National  Mutual  Life  Nominees  Limited  (ACN 004 387 133) of 44  Market
      Street, Sydney, New South Wales 2000 (the Security Trustee); and

F     Bankers  Trust  Company of 1 Appold  Street,  Broadgate,  London EC2A 2HE,
      United  Kingdom (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.

It is agreed as follows.

1.    Introduction

      This  Supplementary  Terms  Notice is issued by the Manager and applies in
      respect of Crusade Global Trust No. 1 of 1999.

      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.



                                    Page 10
<PAGE>

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
      definitions  apply only in relation to the Crusade  Global  Trust No. 1 of
      1999,  and do not apply to any other Trust (as defined in the Master Trust
      Deed).

      A$ Class A  Interest  Amount  means,  for any  Quarterly  Payment  Date in
      relation to a  Confirmation  for Class A Notes,  the amount in  Australian
      dollars which is calculated:

      (a)   on a daily basis at the applicable rate set out in that Confirmation
            (being 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, 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.

      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.

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

      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.

      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.

      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.



                                    Page 11
<PAGE>

      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 (including any
                  amounts  received  under the terms of any  Mortgage  Insurance
                  Policy by way of timely  payment  cover) 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 12
<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 Deutsche  Bank AG, Sydney
      Branch 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 or the Class B Bond Factor

      Book-Entry  Note  means a  book-entry  note  issued or to be issued by the
      Trustee  in  registered  form  under  clause  3.1 of the Note  Trust  Deed
      representing  Class  A-1  Notes,  Class  A-2  Notes  or  Class  A-3  Notes
      substantially in the form of schedule 1 to the Note Trust Deed.

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

      Business Day means:

      (a)   in relation to the Note Trust Deed, the Agency Agreement,  any 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 Class B 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 Sydney.

      Calculation Agent means HSBC Bank USA.

      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 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).



                                    Page 13
<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  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 includes each class  constituted  by the Class A-1 Notes,  the Class
      A-2 Notes, the Class A-3 Notes and the Class B Notes.

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

      Class A Charge Off means, in relation to a Class A Note, the amount of any
      reduction  in the  Class A  Stated  Amount  for  that  Note  under  clause
      5.11(b)(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  all  interest  accrued  on the  Class A Notes in
      respect of an Interest Period in accordance with clause 4.8.

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

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

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

      Class A-3 Note means a Note issued as a Class A-3 Note by the Trustee with
      the  characteristics  of a Class A-3 Note under this  Supplementary  Terms
      Notice and includes any relevant  Book-Entry Note (or any part or interest
      in) and any relevant Definitive Note.

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

      Class A Principal  Payment  means each payment to the Class A  Noteholders
      under  clause  5.13,  following a payment  under  clauses  5.4(c)(vii)(B),
      5.4(c)(viii)(B) or 5.4(c)(ix)(B).

      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



                                    Page 14
<PAGE>

      (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)(A) 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 5.11(a).

      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  all  interest  accrued  on the  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  Payment  means each payment to the Class B  Noteholders
      under clause 5.4(c)(x).

      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.

      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,  23 September  1999 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  7758  13488,  BSB 013 106 with  Australia  & New  Zealand
      Banking  Group  Limited  (ACN 005 357 522),



                                    Page 15
<PAGE>

      at its office at Level 2, 570 Church Street Richmond Victoria,  Australia,
      or any other account  opened under clause 13 of this  Supplementary  Terms
      Notice or clause 21 of the Master Trust Deed and maintained by the Trustee
      with an Approved Bank, under clause 21 of the Master Trust Deed.

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

      Collections  means, in relation to the Trust for a period,  Finance Charge
      Collections and Gross 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 1 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
      time to time be  modified  in  accordance  with this  Supplementary  Terms
      Notice and the Note Trust Deed. Any reference in this Supplementary  Terms
      Notice to a particular numbered Condition shall be construed accordingly.

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

      CSFB means Credit Suisse First Boston Corporation (ARBN 061 700 712).

      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 and the 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
      Currency 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.

      Currency Swap Provider means,  initially,  Bankers Trust Corporation,  New
      York and  thereafter  any  other  person  who is or  becomes  a party to a
      Currency Swap in accordance with the provisions of the Currency Swap.

      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, 9 September 1999.

      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 IBCA.

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

      DTC means the Depository Trust Company.



                                    Page 16
<PAGE>

      Effective Date means the date of the Amendment Deed.

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

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

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

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

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

      Final Maturity Date means the date specified in clause 4.2(i).

      Finance Charge  Collections  means, for a Monthly  Collection  Period, the
      aggregate of:

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

            (i) any Liquidation Proceeds on account of interest;

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

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

            (iv)  any amount  received by the Trustee from the  Approved  Seller
                  under  clause  5.22 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;



                                    Page 17
<PAGE>

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

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

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

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

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

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

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

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

      less:

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

      (e)   the  aggregate  of all bank fees and charges due to the  Servicer or
            the  Approved  Seller  as  agreed  by them and  consented  to by the
            Trustee (that consent not to be unreasonably  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 5.8(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.



                                    Page 18
<PAGE>

      Gross Principal  Collections  means, for a Monthly  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  5.22 with  respect to that  Monthly  Collection
                  Period attributable to principal.

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

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

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

            (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;



                                    Page 19
<PAGE>

            (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;

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

      (h)   any funds  withdrawn,  by the Trustee from the Liquidity  Account in
            accordance with clause 5.7(c)(iv).

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

      Housing Loan Principal means, in relation to a Purchased  Receivable,  the
      principal amount of that Purchased Receivable from time to time.

      Income Distribution Date means, for the purposes of the Master Trust Deed,
      each Payment Date.

      Indemnifier means St.George.

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

      Information  Memorandum  means  the  Prospectus  dated 17  September  1999
      relating to the Trust and the 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).

      Interest means Class A Interest or Class B Interest.

      Interest Hedge means the Basis Swap or an Interest Rate Swap.

      Interest  Payment  Date means,  for the purposes of the Master Trust Deed,
      each Quarterly Payment Date.

      Interest Period means:

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

      (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



                                    Page 20
<PAGE>

            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; and

      (b)   a Class B Note and an  Interest  Period,  the Three  Month Bank Bill
            Rate on the first day of that Interest Period,

      plus, in all cases, the relevant Margin for the relevant 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 Deutsche Bank AG, Sydney Branch 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.  (Formally the International Swaps Dealers Association Inc).

      ISDA  Definitions  means the 1991 Definitions (as supplemented by the 1998
      Supplement) published by ISDA under its then name, the International Swaps
      Dealers Association Inc.

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

      Lead Manager means CSFB.

      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 in US Dollars which



                                    Page 21
<PAGE>

            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, 2 months)  commencing
            on the  first day of the  Interest  Period  and in a  Representative
            Amount (as defined in the ISDA  Definitions).  The Calculation Agent
            will request the  principal  London  office of each of the Reference
            Banks to  provide  a  quotation  of its  rate.  If at least two such
            quotations are provided,  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, 2 months)  commencing on the first day
            of the Interest Period and in a Representative Amount.

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

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

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

      Liquidation  Proceeds means, in relation to a Purchased Receivable and the
      related  Receivable  Rights  which  have been or are being  enforced,  all
      amounts   recovered  in  respect  of  the  enforcement  of  the  Purchased
      Receivable  and the  related  Receivable  Rights (but does not include the
      proceeds of any Mortgage Insurance Policy).

      Liquidity  Account  means the account held by the Trustee on behalf of the
      Trust with an Approved  Bank into which will be or is deposited the amount
      of the Liquidity Reserve.

      Liquidity  Draw means a draw made by the Trustee on the Liquidity  Reserve
      to fund Liquidity Shortfalls in accordance with clause 5.7.

                                    Page 22
<PAGE>

      Liquidity Reserve means:

      (a)   in relation to the period from the Closing  Date to (and  including)
            the first Quarterly  Determination  Date, the A$ Equivalent of 0.25%
            of the  aggregate of Initial  Invested  Amounts of all Class A Notes
            and all Class B Notes determined on that day; and

      (b)   in   relation   to  the  period   following   the  first   Quarterly
            Determination  Date,  an  amount  equivalent  to 0.25% of the  total
            Unpaid  Balance for all  Receivables as determined on each Quarterly
            Determination Date,

      deposited  by  the  Trustee,  at the  direction  of  the  Manager,  in the
      Liquidity Account for the purpose of funding Liquidity Shortfalls.

      Liquidity  Shortfall means, in relation to a Collection Period, the amount
      (if any) by which the Total Payments for that Collection Period exceed the
      aggregate  of the  Available  Income  and any  Principal  Draws  for  that
      Collection Period.

      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,  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 including) the Cut-Off Date to (and including) 15 November 1999.
      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 15th 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 Housing Loans Insurance Corporation Pty
      Limited.



                                    Page 23
<PAGE>

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

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

      (b)   the total amount  recovered and  recoverable by the Trustee from the
            Approved  Seller or the  Servicer (as the case may be) in respect of
            that Purchased  Receivable (by way of damages or otherwise) under or
            in respect of the Master Trust Deed, this Supplementary Terms 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 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
                  5.8; 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 or a Class B 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 a Class B Note,  is  registered as the holder of that
            Note at that time;

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

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

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

      Note Manager means the Lead Manager.



                                    Page 24
<PAGE>

      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.

      Note  Registrar  means  HSBC  Bank  USA 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.

      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 1999"
      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:

      (a)   the Gross Principal Collections for that Collection Period; less

      (b)   any amounts  deducted by or paid to the Approved Seller under clause
            5.5(b) in that Collection  Period to reimburse Redraws funded by the
            Approved  Seller for which the  Approved  Seller has not  previously
            been reimbursed; less

      (c)   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 5.6 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 5.8(b).

      Principal  Paying Agent means HSBC Bank USA or any  successor as Principal
      Paying Agent under the Agency Agreement.

      Principal Payment means a Class A Principal Payment or a Class B 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



                                    Page 25
<PAGE>

      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  including)  the Cut-Off  Date,  to but  including 15
      November 1999. 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 Class B Note,  4.00pm (Sydney
            time) on the second Business Day before that Payment Date;

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

      (c)   with  respect to the Payment Date for any  Definitive  Class A 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 the
      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
      5.11.



                                    Page 26
<PAGE>

      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 5.5(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 Gross Principal  Collections towards reimbursement of those
            Redraws under clause 5.5(b) or 5.5(d); and

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

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

      Residual Capital Unit, has the meaning given in clause 11.1.

      Residual Income Unit, has the meaning given in clause 11.1.

      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.

      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.

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

      Stock Exchange means the London Stock Exchange Limited.

      Subscription Agreement means the Underwriting Agreement dated 17 September
      1999 between the Trustee,  the Manager,  St.  George Bank  Limited,  CSFB,
      Deutsche Bank Securities Inc. and J.P. Morgan  Securities Inc. 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.



                                    Page 27
<PAGE>

      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,  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).

      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;

      (b)   any Principal  Draw which the Trustee is required to allocate  under
            clause 5.6 on or before the Payment Date for that Collection Period;
            and

      (c)   any  Liquidity  Draw  which the  Trustee is  required  to make under
            clause 5.7 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 Class B 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
      Class A Stated  Amounts and the  aggregate  of the US$  Equivalent  of the
      Class B Stated Amounts at that time.



                                    Page 28
<PAGE>

      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.

      Trust means the Crusade Global Trust No. 1 of 1999  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;

      (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 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 5.19(b),

      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.

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



                                    Page 29
<PAGE>

      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 can be enforced  against the Trustee  only
                  to the extent to which it can be  satisfied  out of the assets
                  and  property of the Trust which are  available to satisfy the
                  right of the Trustee to be exonerated or  indemnified  for the
                  liability.  This limitation of the Trustee's liability applies
                  despite any other provision of this Supplementary Terms Notice
                  and extends to all  liabilities and obligations of the Trustee
                  in  any  way  connected  with  any  representation,  warranty,
                  conduct,  omission,  agreement or transaction  related to this
                  Supplementary Terms Notice or the Trust.

            (ii)  Subject to paragraph  (iii) below,  no person  (including  any
                  Relevant  Party) may take  action  against  the Trustee in any
                  capacity  other  than as  trustee  of the  Trust  or seek  the
                  appointment  of a receiver  (except  under the Security  Trust
                  Deed), or a liquidator, an administrator or any similar person
                  to the Trustee or prove in any liquidation,  administration or
                  arrangements of or affecting the Trustee.

            (iii) The  provisions  of this  clause  2.3  shall  not apply to any
                  obligation  or  liability of the Trustee to the extent that it
                  is not satisfied  because  under a Transaction  Document or by
                  operation  of law there is a  reduction  in the  extent of the
                  Trustee's  indemnification or exoneration out of the Assets of
                  the Trust as a result of the Trustee's fraud,  negligence,  or
                  Default.

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

            (v)   In exercising  their powers under the  Transaction  Documents,
                  each of the Trustee,  the Security Trustee and the Noteholders
                  must ensure that no  attorney,  agent,  delegate,  receiver or
                  receiver and manager  appointed by it in accordance  with this
                  Supplementary Terms Notice or any other Transaction  Documents
                  has  authority  to



                                    Page 30
<PAGE>

                  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,  each
                  Paying Agent, the Note Trustee and the provider of any Support
                  Facility.

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

2.4   Knowledge of Trustee

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

3.    Direction and Trust Back

      (a)   A Trust Back,  entitled  Crusade Global Trust Back No. 1 of 1999, 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 Class B 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 document each shall be treated as a separate Class
                  of Notes:

                  (i)   Class A-1 Notes

                  (ii)  Class A-2 Notes

                  (iii) Class A-3 Notes

                  (iv)  Class B Notes.



                                    Page 31
<PAGE>

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

                  (i)   Class A-1 Notes - US$300,000,000

                  (ii)  Class A-2 Notes - US$569,000,000

                  (iii) Class A-3 Notes - US$125,000,000

                  (iv)  Class B Notes - A$9,500,000

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

            (d)   Margin:

                  Up to, but  excluding,  the Quarterly  Payment Date falling in
                  November 2006, the following  percentages per annum in respect
                  of each Class:

                  Class A-1 Notes 0.25% per annum

                  Class A-2 Notes 0.33% per annum

                  Class A-3 Notes 0.42% per annum

                  Class B Notes 0.75% per annum,

                  and for each Interest Period  following the Quarterly  Payment
                  Date in November  2006,  the Step-Up Margin in respect of that
                  Class.

            (e)   Initial Invested Amount:

                  Class A-1 Notes: US$100,000 per Note.

                  Class A-2 Notes: US$100,000 per Note.

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

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

            (f)   Rating:

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

                  (ii)  Class B Notes - AAA long term  credit  rating  from S&P,
                        Aa1 long term credit  rating  from  Moody's and AAA long
                        term credit rating from Fitch IBCA.

            (g)   Issue Price:

                  (i)   Class A-1 Notes - issued at 99.9 per cent.

                  (ii)  Class A-2 Notes - issued at 99.84 per cent.

                  (iii) Class A-3 Notes - issued at 99.7755 per cent.

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



                                    Page 32
<PAGE>

            (h)   Quarterly Payment Dates:

                  (i)   Class A Notes - the 15th day of November,  February, May
                        and August in each year (New York time)

                  (ii)  Class B Notes - the 15th day of November,  February, May
                        and August (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 15  November  1999  (New  York  time)  and the  first
                        Quarterly  Payment Date for the Class B Notes will be 15
                        November  1999 (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.

            (i)   Final Maturity Date

                  (i)   Class  A-1  Notes - the  Quarterly  Date:  Payment  Date
                        falling in February 2030

                  (ii)  Class A-2 Notes - the Quarterly  Payment Date falling in
                        February 2030

                  (iii) Class A-3 Notes - the Quarterly  Payment Date falling in
                        February 2030

                  (iv)  Class B Notes - the  Quarterly  Payment  Date falling in
                        February 2030

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


                                    Page 33
<PAGE>

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

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

      (b)   Class B Notes  must be issued in minimum  parcels  or  subscriptions
            which have an aggregate  Initial  Investment  Amount of A$500,000 or
            must  otherwise  be issued on terms  that  they will  constitute  an
            excluded  issue of  securities  for the purpose of the  Corporations
            Law.

4.4   Trustee's Covenant to Noteholders and the Note Trustee

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

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

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

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

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

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

4.5   Repayment of Notes on Payment Dates

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

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

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

4.6   Final Redemption

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

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



                                    Page 34
<PAGE>

      (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 Class B Notes)
                  or 360 days (in the case of Class A Notes),

            and shall accrue due from day to day.

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

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

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

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

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

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

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



                                    Page 35
<PAGE>

      (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 Class B 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 a Class of the Class
      A Notes on or before, the Quarterly Payment Date falling in:

      (a)   in the case of the Class A-1 Notes, November 2006;

      (b)   in the case of the Class A-2 Notes, November 2006;

      (c)   in the case of the Class A-3 Notes, November 2006;

      (d)   the  Margin  for  that  Class  on and  from  that  date  will be the
            following percentages per annum (each a Step-Up Margin):

            (i) in the case of the Class A-1 Notes, 0.50%;

            (ii) in the case of the Class A-2 Notes, 0.66%; and

            (iii) in the case of the Class A-3 Notes, 0.84%.

4.10  Aggregate receipts

      Notwithstanding  anything in clauses 5.4 and 5.5,  no  Noteholder  will be
      entitled to receive aggregate  principal under any of those clauses on any
      Note at any time in excess of the  Invested  Amount  for that Note at that
      time.

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


5.    Cashflow Allocation Methodology


5.1   Total Available Funds

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

            (i)   first,  an amount  equal to any  Accrued  Interest  Adjustment
                  required  to be paid to the  Approved  Seller (and each of the
                  Trustee, the Noteholders and the other



                                    Page 36
<PAGE>

                  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)  provided
                  that the total  amount of Accrued  Interest  Adjustments  with
                  respect to any  Quarterly  Collection  Period  (other than the
                  Quarterly  Collection Period ending on 15 November 2000) shall
                  not  exceed  an  amount  equal  to  0.15%  multiplied  by  the
                  aggregate Housing Loan Principal of the Purchased  Receivables
                  on  the  first  day  of  that  Quarterly   Collection   Period
                  multiplied  by the  actual  number  of days in that  Quarterly
                  Collection Period divided by 365;

            (ii)  second,  repayment to the  Mortgage  Insurer of any payment in
                  the nature of income  received  from an Obligor  for which the
                  Mortgage Insurer  previously paid under the relevant  Mortgage
                  Insurance Policy by way of timely payment cover;

            (iii) third,  any interest  payable by the Trustee  under the Redraw
                  Facility Agreement; and

            (iv)  fourth,  any repayment of a Liquidity Draw made on or prior to
                  the previous Monthly Payment Date.

      (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
            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,  subject to clause  5.1(a)(i),  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,  repayment to the  Mortgage  Insurer of any payment in
                  the nature of income  received  from an Obligor  for which the
                  Mortgage Insurer  previously paid under the relevant  Mortgage
                  Insurance Policy by way of timely payment cover;

            (iii) third,  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 the  Mortgage  Insurer  during the
                  Quarterly Collection Period;

            (iv)  fourth,  (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);

            (v)   fifth, pari passu and rateably as between themselves:



                                    Page 37
<PAGE>

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

                  (B)   any fees payable by the Trustee under an Interest Hedge;

            (vi)  sixth, without  duplication,  any amounts that would have been
                  payable   under  this   clause   5.1(c)   (other   than  under
                  sub-paragraph  (x)) 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;

            (vii) seventh, payment to the Mortgage Insurer of an amount equal to
                  the greater of the following:

                  (A) zero; and

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

            (viii)eighth, pari passu and rateably as between themselves:

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

                  (B)   any  amounts  payable by the  Trustee  under an Interest
                        Hedge not included in (iii) or (v) above;

                  (C)   any  repayment  of a Liquidity  Draw made on or prior to
                        the previous Monthly Payment Date; and

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

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

            (x)   tenth,  the payment to the Class B Noteholders  of the Class B
                  Interest amount as at that date; and

            (xi)  eleventh,  payment to the Mortgage  Insurer of an amount equal
                  to any  overpayment  by the  Mortgage  Insurer  of  amounts in
                  respect of income  (for  which the  Mortgage  Insurer  has not
                  previously been reimbursed).

      (d)   The Trustee  shall only make a payment  under any of  sub-paragraphs
            (c)(i) to (c)(xi) 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.



                                    Page 38
<PAGE>

5.2   Excess Available Income - Reimbursement of Charge Offs and
      Principal Draws

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

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

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

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

            (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.

            Any  amount  applied   pursuant  to   sub-paragraphs   (i)  to  (iv)
            (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  (iv)  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)(iv) 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



                                    Page 39
<PAGE>

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

5.4   Principal Distributions

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

            (i)   first, repayment to the Mortgage Insurer of any payment in the
                  nature of  principal  received  from an Obligor  for which the
                  Mortgage Insurer  previously paid under the relevant  Mortgage
                  Insurance Policy by way of timely payment cover;

            (ii)  second,  to allocate to Total  Available  Funds any  Principal
                  Draw calculated in accordance with clause 5.6;

            (iii) third, 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; and

            (iv)  fourth,   subject  to  clause  5.5(d),  to  repay  all  Redraw
                  Principal  Outstanding under the Redraw Facility  Agreement on
                  that Payment Date.

      (b)   (Monthly  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.

      (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, repayment to the Mortgage Insurer of any payment in the
                  nature of  principal  received  from an Obligor  for which the
                  Mortgage Insurer  previously paid under the relevant  Mortgage
                  Insurance Policy by way of timely payment cover;

            (ii)  second,  to allocate to Total  Available  Funds any  Principal
                  Draws calculated in accordance with clause 5.6;

            (iii) third, 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;



                                    Page 40
<PAGE>

            (iv)  fourth,  subject  to  clause  5.5(d),  to  repay  any  Redraws
                  provided  by the  Approved  Seller in  relation  to  Purchased
                  Receivables  in accordance  with clause 5.5 to the extent that
                  it has not  previously  been  reimbursed  in relation to those
                  Redraws;

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

            (vi)  sixth,  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;

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

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

                  (B)   the A$  equivalent  of the Class A Invested  Amounts for
                        all Class A-1 Notes

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

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

                  (B)   the A$  Equivalent  of the Class A Invested  Amounts for
                        all Class A-2 Notes.

            (ix)  ninth,  as a payment to the  Currency  Swap  Provider  under a
                  Confirmation  relating  to the Class A-3  Notes,  of an amount
                  equal to the lesser of:

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

                  (B)   the A$  Equivalent  of the Class A Invested  Amounts for
                        all Class A-3 Notes.

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

                  (A)   the  amount  available  for   distribution   under  this
                        sub-paragraph (x) after all payments which have priority
                        under this clause 5.4; and

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

      (d)   (Quarterly Limit) The Trustee shall only make a payment under any of
            sub-paragraphs  (c)(i)  to (c)(x)  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.

      (e)   (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 paragraphs (a) and (c), the Trustee must pay
            any Principal Collections which remain available:



                                    Page 41
<PAGE>

            (i)   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

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

5.5   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 Trustee  and the  Manager  irrevocably  authorise  the  Approved
            Seller to deduct  from  Gross  Principal  Collections  to  reimburse
            itself in  relation  to any Redraw  for which it has not  previously
            been reimbursed under this clause 5.5(b) or clause 5.5(d).

      (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  5.5,  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 5.5(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)(vi); and

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

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

5.6   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



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<PAGE>

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

5.7   Monthly Determination Date - Liquidity Shortfall

      (a)   If the Manager  determines  on any Monthly  Determination  Date that
            there is a Liquidity  Shortfall for the relevant Monthly  Collection
            Period the  Manager  must on that date  direct the Trustee to make a
            Liquidity Draw on or before the Monthly  Payment Date following that
            Monthly Determination Date equal to the Liquidity Shortfall provided
            that if the  balance  of the  Liquidity  Account  at the time of the
            direction by the Manager is less than the Liquidity  Shortfall,  the
            Liquidity Draw referred to in the direction shall be in respect only
            of the balance of the Liquidity Account.

      (b)   The Trustee must, if so directed by the Manager make that  Liquidity
            Draw  and have the  proceeds  of the  Liquidity  Draw  deposited  or
            transferred  into the  Collection  Account on or before such Monthly
            Payment Date.  The Manager must deal with the amount so deposited in
            accordance with this clause 5.

      (c)   The Trustee  shall  maintain  the  Liquidity  Account as an interest
            bearing  account  in  accordance  with  the  Transaction   Documents
            (including  clause 21 of the Master Trust Deed).  The Manager  shall
            not  direct  the  Trustee  to,  and the  Trustee  shall not make any
            withdrawal  from the  Liquidity  Account  except  for the  following
            purposes:

            (i)   to make or fund a  Liquidity  Draw  in  accordance  with  this
                  clause 5;

            (ii)  to transfer  the credit  balance of the  Liquidity  Account in
                  accordance with clause 21.1(d) of the Master Trust Deed;

            (iii) to pay financial institutions duty, bank accounts debit tax or
                  equivalent Taxes payable in respect of the Liquidity Account;

            (iv)  to the extent that the credit balance of the Liquidity Account
                  exceeds the Liquidity Reserve,  to distribute that excess as a
                  Gross  Principal  Collection in accordance with this clause 5;
                  and

            (v)   to  distribute  on the Final  Maturity Date or on the date the
                  Notes are fully and finally redeemed the credit balance of the
                  Liquidity   Account  as  a  Gross   Principal   Collection  in
                  accordance with this clause 5.

5.8   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



                                    Page 43
<PAGE>

      the Housing Loan Principal and Property  Restoration  Expenses relating to
      that Purchased Receivable.

5.9   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.

      (c)   The Manager  shall use best  endeavours  to ensure that the Servicer
            promptly  makes any claims  required by way of timely  payment cover
            under a Mortgage  Insurance  Policy in accordance with clause 3.1(f)
            of the Servicing Agreement.

5.10  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.

5.11  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 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



                                    Page 44
<PAGE>

      (b)   if the Class B Stated  Amount is zero and any amount of that  excess
            has not been  applied  under  paragraph  (a),  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  each of the Class A Notes,  the Class A
                  Stated  Amount on each of the Class A Notes  until the Class A
                  Stated  Amount  of that  Class A Note is zero  (Class A Charge
                  Offs); and

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

5.12  Payments into US$ Account

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

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

5.13  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 clause  5.1(c)(vi) and  (c)(viii)(D),  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;

            (iii) amounts credited under clause 5.4(c)(vii), pari passu to Class
                  A-1 Noteholders as Class A Principal Payments on the Class A-1
                  Notes  until the  Class A  Invested  Amounts  of the Class A-1
                  Notes have been reduced to zero;

            (iv)  amounts  credited  under  clause 5.4  (c)(viii)  pari passu to
                  Class A-2  Noteholders  as Class A  Principal  payments on the
                  Class A-2 Notes  until the  Class A  Invested  Amounts  of the
                  Class A-2 Notes have been reduces to zero; and

            (v)   amounts  credited under clause 5.4(c) (ix) pari passu to Class
                  A-3 Noteholders as Class A Principal payments on the Class A-3
                  Notes  until the  Class A  Invested  Amounts  of the Class A-3
                  Notes have been reduced to zero.



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<PAGE>

5.14  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.

5.15  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.

5.16  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.

5.17  Prescription

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

5.18  Accounting Procedures:  Principal & Interest

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

5.19  Replacement of Currency Swap

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

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

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

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

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



                                    Page 46
<PAGE>

            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.

5.20  Notice of calculations

      The calculations  outlined in this clause 5, or required to be made by the
      Manager under any  Condition,  must be made by the Manager and notified to
      the Trustee on each  Determination  Date. The Manager must also notify the
      Trustee of all details of payments which are to be made by or on behalf of
      the  Trustee  on each  Payment  Date.  The  Manager  must also  notify the
      Currency  Swap  Provider  of all  payments  which  are to be made by or on
      behalf  of the  Trustee  on each  Quarterly  Payment  Date  under  clauses
      5.1(c)(vi), 5.1(c)(viii)(D),  5.2(a)(ii)(A), 5.4(c)(vii), 5.4(c)(viii) and
      5.4(c)(ix) 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.

5.21  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 and
            the Class B Bond Factor.

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

5.22  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.



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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
                  11.2 of the Security  Trust Deed,  the combined fee payable to
                  the Trustee and the  Security  Trustee in respect of the Trust
                  for  each  Quarterly  Collection  Period  will  be  an  amount
                  calculated:

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

                  (B)   at the rate of 0.03% 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:



                                    Page 48
<PAGE>

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

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

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

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

      (d) (Custodian fee)

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

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

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

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

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

      (e)   (Fee changes to take account of GST)

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

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

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

6.2   Amendments to Master Trust Deed

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

      (a)   Clause 1.1 - Authorised Investment

            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 IBCA to be an
                  Authorised Investment for the Trust;



                                    Page 49
<PAGE>

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

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

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

            (v)   each investment must be held by, or in the name of the Trustee
                  or its nominee;

            (vi)  sub-paragraph (i) is deleted and replaced with the following:

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

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

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

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

      (b)   Clause 1.1 - 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;"

      (c)   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)   the Class B  Noteholders,  subject to the  provisions of
                        the Security Trust Deed:

                        (i)   a  resolution  passed at a meeting  of the Class B
                              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
                              Class B  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  the  Class  B
                              Noteholders;



                                    Page 50
<PAGE>

                  (b)   all Noteholders means,  subject to the provisions of the
                        Security  Trust  Deed a  resolution  passed  by  Class B
                        Noteholders  duly convened and held in  accordance  with
                        the  provisions  contained  in clause 29 of this  Master
                        Trust Deed and by 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 Class B
                                           Noteholders voting in favour
                                           of the resolution;

                                     I =  the US$ Equivalent of the
                                           Invested Amount of all Class B
                                           Notes;

                                     U =  the aggregate Invested Amount
                                           of the Class A Noteholders who
                                           voted in favour of the
                                           resolution

                                     T =  the Total Invested Amount.

      (d)   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 Class B Notes means an application for Class B
                  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 a Class B Note in
                  the form set out in  schedule  3 to this  Supplementary  Terms
                  Notice  or in  such  other  form as may  from  time to time be
                  agreed between the Trustee and the Manager.

                  Note Transfer means a transfer and acceptance of Class B 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:



                                    Page 51
<PAGE>

                  (i)   in the case of any 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 a Noteholder which is a body corporate, a person
                        appointed under clause 29.10 by the Noteholder."

      (e)   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.

      (f)   Clause 1.1 - Residual Capital Beneficiary

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

      (g)   Clause 1.1 - Residual Capital Unit

      (h)   Residual Capital Unit, in relation to a Trust, has the meaning given
            in the Supplementary Terms Notice for that Trust.

      (i)   Clause 1.1 - Residual Income Beneficiary

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

      (k)   Clause 1.1 - Residual Income Unit

      (l)   New definitions are inserted as follows:

      (m)   Residual Income Unit, in relation to a Trust,  has the meaning given
            in the Supplementary Terms Notice for that Trust.

      (n)   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.

      (o)   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  for a Trust in  respect of a
                      Class B Note relating to the Trust; and

                  (b) in relation to each Class A Note relating to a Trust, that
                      Class A Note,



                                    Page 52
<PAGE>

                  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 an Class A Note) the
                  Note Trust Deed and the relevant Conditions.

            4.2   Legal nature of Notes

                  (a)  Class B Notes will be in the form of inscribed stock, and
                       the  Trustee's  obligations  in relation to the Notes and
                       under  this  Master  Trust and this  Supplementary  Terms
                       Notice  in  respect  of  those   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 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 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 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 it in that
                  capacity,  pay or  cause  to be  paid to the  Noteholders  (as
                  relevant) of those Notes:

                  (a)   (interest) Interest on each Interest Payment Date; and

                  (b)   (principal)   their   Principal   Entitlement   on  each
                        Principal Repayment 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 Class B Notes



                                    Page 53
<PAGE>

                  The  property  in  Class B Notes  shall  for all  purposes  be
                  regarded as situated at the place where the  Register on which
                  those Class B 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 the Note Trust
                  Deed in relation to the Class A Notes.

            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 notes in
                  accordance with standard United States practice and law.

      (p)   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.

      (q)   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.

      (r)   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.

      (s)   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 Class B 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;



                                    Page 54
<PAGE>

                              (ii)  (issue  Note  Acknowledgement)  the  Trustee
                                    shall issue a Note  Acknowledgement  to each
                                    Class B Noteholder in respect of its holding
                                    of Class B Notes; and

                              (iii) (issue  Marked Note  Transfers) if requested
                                    by a Class B Noteholder  in its  Application
                                    for Notes,  the Trustee shall issue a Marked
                                    Note Transfer to the Class B 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.

      (t)   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,  there shall be no restriction on
                   the transfer of Notes.

            7.2   Minimum transfer

                   (a)  A Class B Noteholder must not transfer any Class B Notes
                        held by it unless:

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

                        (ii)  the offer or invitation  to the  transferee by the
                              Class B  Noteholder  in  relation  to the  Class B
                              Notes  is  an   excluded   offer  or  an  excluded
                              invitation  for the  purposes of the  Corporations
                              Law.

                   (b)  A Class A Noteholder must not transfer any Class A Notes
                        except in  accordance  with the  Financial  Services Act
                        1986 (UK) and all regulations  made under or in relation
                        to  that  Act  and  the  Public   Offers  of  Securities
                        Regulations  1995 and in accordance  with the provisions
                        of clause 3.6 of the Note Trust Deed.

                   (c)  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 Class B 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.



                                    Page 55
<PAGE>

            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 Class B 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 Class B Notes  which are the subject of the Note
                  Transfer.

            7.8    Trustee entitled to refuse to register Class B transfer

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

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

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

            (ii)  (Supplementary Terms Notice)  the Supplementary Terms
                  Notice;

            (iii) (Security Trust Deed)  the Security Trust Deed; or

            (iv) (the Law) any law of an Australian Jurisdiction; or

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

            7.9   Refusal to register absolute

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

            7.10  No fee for registration of a Note Transfer

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

            7.11  Taking effect of Note Transfers

                  (a)   (Note Transfer not effective until  registration) A Note
                        Transfer  shall not take effect until  registered by the
                        Trustee  and  until the  transferee  is  entered  in the
                        Register  as the  holder of the Class B Notes  which are
                        the subject of the Note Transfer,  the transferor  shall
                        remain the holder of those Class B 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 next
                        Business Day on which that Register is reopened.



                                    Page 56
<PAGE>

            7.12  Rights and obligations of transferee

                  Subject  to  this   Master   Trust   Deed  and  the   relevant
                  Supplementary  Terms Notice,  a transferee of Class B Notes on
                  being noted in the Register as the holder of the Class B 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 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 Class
                  B 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 Class B 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 Class B Notes
                        as  a  result  of  the  death,   mental   incapacity  or
                        bankruptcy  of a Class B  Noteholder  may, on  producing
                        such   evidence  as  the   Trustee   requires  of  their
                        entitlement,  elect to be either registered as the Class
                        B  Noteholder  or to  transfer  the Class B Notes in the
                        manner specified in this clause.

                  (b)   (Method of election) If an entitled  person elects to be
                        registered as the Class B  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 Class B Notes in favour
                        of that person.  All the provisions of this Master Trust
                        Deed  and  the  relevant   Supplementary   Terms  Notice
                        relating  to the  transfer  of  Class  B  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 Class B Noteholder  had
                        not occurred and the notice or Note  Transfer was a Note
                        Transfer executed by the Class B Noteholder.

                  (c)   (Discharge)  A person  entitled  to Class B Notes  under
                        this clause  shall be entitled to receive and may give a
                        good discharge for all moneys payable in respect of such
                        Class B 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 a Class B Noteholder  unless and until the
                        person is entered in the Register as the holder of those
                        Class B Notes.



                                    Page 57
<PAGE>

            7.15  Marked Note Transfer

                  (a)   (Entitlement  to marking) A Class B Noteholder  may from
                        time to time  request the Trustee to provide the Class B
                        Noteholder with a Marked Note Transfer.

                  (b)   (Marking)  The Class B 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
                        Class B 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 Class
                        B Noteholders)  from the date on which the Note Transfer
                        was marked,  the Trustee shall not register any transfer
                        of Class B 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 a
                        Class B Noteholder by personal  delivery at the time the
                        Class B  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 to be 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 Class B 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 Class B  Noteholder)  of
                  persons authorised to execute Note Transfers on behalf of such
                  Class B  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 Class B Notes are lodged into the Austraclear  System,  the
                  Trustee shall enter  Austraclear in the Register as the holder
                  of those Class B Notes.  While  those Class B Notes  remain in
                  the Austraclear System:



                                    Page 58
<PAGE>

                  (a)   all payments and notices required of the Trustee and the
                        Manager  in  relation  to  those  Class B Notes  will be
                        directed to Austraclear; and

                  (b)   all  dealings  (including  transfers)  and  payments  in
                        relation to those Class B 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.

      (u)   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 Class B 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 Class B Notes.  If the person has been  entered
                        into  the  Register   under  a  Note  Transfer  and  the
                        transferor  continues  to  retain a  holding  of Class B
                        Notes, the Trustee shall,  within the same period stated
                        above, issue to the transferor a Note Acknowledgement in
                        respect of that  retained  holding of Class B Notes.  No
                        certificates will be issued in respect of Class B Notes.

                  7A.2  Note Acknowledgement not certificate of title

                        A Note  Acknowledgement  shall not be a  certificate  of
                        title as to Class B Notes and the Register  shall be the
                        only  conclusive  evidence of the  ownership  of Class B
                        Notes  and  the   entitlements   under   them.   A  Note
                        Acknowledgement   cannot  be  pledged  or  deposited  as
                        security  nor  can a  Class  B 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 a Class B 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



                                    Page 59
<PAGE>

                        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 Class B 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 Class B Notes is held by more than
                        one person,  only the person  whose name stands first in
                        the Register in relation to that parcel of Class B Notes
                        shall be entitled to:

                        (a)   be issued the relevant Note  Acknowledgement  and,
                              if applicable, a Marked Note Transfer;

                        (b)   be given any notices; and

                        (c)   be paid any  moneys due in respect of such Class B
                              Notes.

                  7A.7  Delivery of Note Acknowledgement

                        A Note Acknowledgement may be sent to the relevant Class
                        B  Noteholder  by mail or by  personal  delivery  to the
                        Class B Noteholder's  address  appearing in the Register
                        and the  Note  Acknowledgement  so sent  shall be at the
                        risk of that Class B Noteholder.

      (v)   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.

      (w)   Clause 12.3(b) Sale Notice



                                    Page 60
<PAGE>

            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.

      (x) 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.

      (y)   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  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 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,



                                    Page 61
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                  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 the
                  Mortgage Insurer for the scheduled term of that Receivable for
                  the  amount  of  that  Receivable.   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   the    Mortgage    Insurer's
                        acknowledgement of the transfer.

            (ix)  (Solvency of Mortgage  Insurer)  The Approved  Seller does not
                  have actual notice that the Mortgage  Insurer under a Mortgage
                  Insurance  Policy in relation to a Receivable  is insolvent or
                  will be unable to pay a valid claim.

            (x)   (Solvency  of other  insurers)  The  officers of the  Approved
                  Seller   who   have   responsibility   for  the   transactions
                  contemplated by the  Transaction  Documents do not have actual
                  notice that any insurer under any insurance policy (other than
                  the Mortgage  Insurer  under a 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.



                                    Page 62
<PAGE>

            (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  or none of the  Receivable  Securities  which are
                  specified  in  the  Sale  Notice  were  satisfied,  cancelled,
                  discharged or rescinded and the Mortgaged Property relating to
                  each relevant  Receivable and Receivable Security had not been
                  released   from  the  security  of  the  relevant   Receivable
                  Securities.

            (xvii)(Interest rate) Except as specified in a Receivable Agreement,
                  a  Receivable  Security  or the Sale  Notice,  and  subject to
                  applicable laws, the interest rate for each such Receivable is
                  not  subject  to  any  limitation,   no  consent,   additional
                  memoranda  or other  writing  is  required  from the  relevant
                  Obligor to give effect to a change in that rate and any change
                  in that rate will be  effective  on notice being given to that
                  Obligor  in   accordance   with  the  terms  of  the  relevant
                  Receivable or Receivable Security.

            (xviii) (compliance with procedures) At the time each Receivable and
                  each Receivable Security which is specified in the Sale Notice
                  and each Related  Security was entered into it complied in all
                  material respects with the Approved Seller's  underwriting and
                  operations procedures, as agreed with the Manager.

            (xix) (good faith) Each Receivable and Receivable  Security which is
                  specified  in the Sale Notice and each  Related  Security  was
                  entered into by the Approved Seller in good faith.

            (xx)  (ordinary  course of business) At the time each Receivable and
                  each Receivable Security which is specified in the Sale Notice
                  and  each  Related  Security  was  entered  into,  it was  not
                  purchased by the  Approved  Seller but was  originated  in the
                  ordinary course of the Approved Seller's business.

            (xxi) (first  ranking  security) In respect of each  Receivable  and
                  each Receivable Security which is specified in the Sale Notice
                  and each Related  Security,  the Approved Seller has taken all
                  reasonably   necessary  steps  to  ensure  that  each  related
                  Mortgage complies with the applicable legal requirements to be
                  a  first  ranking  Mortgage  secured  over  land,  subject  to
                  registration in due course.

            (xxii)(no  notice  of  bankruptcy  or  winding  up) At the time each
                  Receivable and each Receivable  Security which is specified in
                  the Sale Notice and each Related  Security was entered into at
                  any time prior to the Closing  Date,  the Approved  Seller had
                  not  received  any  notice of any  insolvency,  bankruptcy  or
                  liquidation  of the  Obligor(s) or any  guarantors or security
                  providers  (except  that if a  Receivable  is in  Arrears  but
                  complies with the Eligibility Criteria, the fact that it is in
                  Arrears


                                    Page 63
<PAGE>

                  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.

            (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.

      (z)   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:



                                    Page 64
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                  (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.

      (aa)  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.

      (bb)  Clause 12.7(a)(i) - Approved Seller Undertakings

            For the purposes of clause  12.7(a)(i) of the Master Trust Deed, the
            Approved Seller provides the following further undertaking:

            (i)   (Mortgage  Insurance  Policy  requirements)  it  will  do,  or
                  refrain  from doing,  at the  direction  of the Trustee or the
                  Manager,  such acts and things as may be  required  under each
                  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.

      (cc) 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.

      (dd)  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.

      (ee)  Clause 14.20 - Additional Covenants by Manager



                                    Page 65
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            For the  purposes  of clause  14.20 of the Master  Trust  Deed,  the
            Manager shall also:

            (i)   (Stock  Exchange) comply with the rules and regulations of the
                  Stock Exchange;

            (ii)  (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;

            (iii) (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;

            (iv)  (Notification  to  Designated   Rating  Agencies)  notify  the
                  Designated  Rating  Agencies  that a Class of  Notes  has been
                  fully and finally  redeemed  when the Invested  Amount of that
                  Class of Notes has been reduced to zero; and

            (v)   (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.

      (ff)  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.

      (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.



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      (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:

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

            (ii)  inserting a new sub-clause (k) as follows:

                        (removal of the Trustee's  agents or  delegates)  remove
                        any agent or delegate of the Trustee  that  breaches any
                        obligation  or duty  imposed on the  Trustee  under this
                        Deed or any other  Transaction  Document  in relation to
                        the Trust where the Manager reasonably  believes it will
                        have a Material  Adverse  Effect  within 45 days' notice
                        from the  Manager to the Trustee to remove that agent or
                        delegate.

      (jj)  Clause 21.1 - Opening of bank accounts

      (kk)  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):

      (ll)  (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;

                        (1)   commence  opening an account with an Approved Bank
                              (the New Collection Account); and

                        (2)   commence transferring funds standing to the credit
                              of the  Collection  Account to the New  Collection
                              Account,

                        (3)   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.

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

      (mm)  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.



                                    Page 67
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      (nn)  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:

      (oo)  (a) the net income of that Trust in accordance with section 95(1) of
            the Taxation Act (the Tax Income); and

      (pp)  (b) the net income of that  Trust in  accordance  with  conventional
            accounting  principles  applicable to the  administration  of trusts
            (the Accounting Income).

            24.3  Income Entitlement

                  Notwithstanding  anything to the  contrary  contained  in this
                  deed, but subject to clause 24.4:

      (qq)  (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

      (rr)  (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.



                                    Page 68
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            24.5  Payments to Beneficiaries

      (ss)  (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 the  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).

      (tt)  (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 the
            Residual  Income  Beneficiary  of  that  Trust  as  directed  by the
            relevant Beneficiary.

      (uu)  (c) (Residual  capital) On the  termination of a Trust,  the surplus
            capital of that Trust remaining after satisfaction by the Trustee of
            all its  obligations  in respect of that Trust  shall be paid to the
            Residual  Income  Beneficiary  of that Trust in accordance  with the
            terms of the Supplementary Terms Notice for that Trust.

            24.6  Application of Trust income

                  (a)   If by the  last  day of any  Financial  Year for a Trust
                        (the Last Day) the  Trustee  has not  effectively  dealt
                        with the  whole of the  income  of that  Trust  for that
                        Financial Year by paying,  applying or distributing  it,
                        or by  setting  it aside,  then the  income not so paid,
                        applied,  distributed  or set  aside  shall be deemed to
                        have been irrevocably  applied and set aside on the Last
                        Day by the  Trustee  on behalf  of, and shall be held by
                        the  Trustee  on  and  from  the  Last  Day  upon  trust
                        absolutely for, the Residual Income  Beneficiary of that
                        Trust in  accordance  with their  entitlement  to income
                        under  this deed  (including,  for these  purposes,  the
                        allocation  of excess Tax Income  (if any)  pursuant  to
                        clause 24.4).

                  (b)   If the Trustee fails to effectively  allocate any excess
                        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 Unit.

                  (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

      (vv)  (a) No moneys may be paid out of a Trust during a Financial  Year to
            the holder of a Residual Income Unit 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



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            Beneficiary  directs  the Trustee to meet the amount  payable  under
            clause 24.1 as an application of the Residual  Income  Beneficiary's
            entitlement to the income of that Trust.

      (ww)  (b) Notwithstanding  paragraph (a) of this clause, once an amount is
            paid  out of a Trust  to a  Residual  Income  Beneficiary  during  a
            Financial  Year, that amount may not be recovered from that Residual
            Income  Beneficiary  for any reason or by any  person  except to the
            extent that the amount was paid in error or as otherwise required by
            the relevant Supplementary Terms Notice.

            24.8  Insufficient moneys

                  If after the application of the provisions of clauses 24.1 and
                  24.3 there is  insufficient  money available to the Trustee in
                  respect of a Trust to pay the full  amount due to  Noteholders
                  for  that  Trust,  the  deficiency   shall,   subject  to  the
                  Supplementary Terms Notice for the Notes or any Class of Notes
                  issued in relation to that Trust,  be borne by the Noteholders
                  in the  manner  set out in the  relevant  Supplementary  Terms
                  Notice.

            24.9  Manager to ensure compliance by Trustee

                  Without  limiting its other  obligations  under this deed, the
                  Manager,  in exercising its powers and carrying out its duties
                  in accordance  with this deed,  must, to the extent  possible,
                  ensure that the Trustee  complies with its  obligations  under
                  clause 24.3(b) and 24.4.

      (xx)  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 the
                        following information relating to the Trust:

                        (a)  (name) the name of the Trust;

                        (b)  (creation) the date of the creation of the Trust;

                        (c)  (Note Issue Dates) the Note Issue Date for
                             Class B Notes issued in relation to the
                             Trust;

                        (d)  (Initial Invested Amount)  the total
                             Initial Invested Amount of Class B Notes
                             issued on the Note Issue Date;

                        (e)  (Invested Amount) the Invested Amount of each Class
                             B Note from time to time;

                        (f)  (Stated Amount)  the Class B Stated Amount
                             from time to time;

                        (g)  (Supplementary Terms) details of the Class B Notes;

                        (h)  (details  of  Class B  Noteholders)  the  name  and
                             address of each Class B Noteholder;



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                        (i)   (number  of Class B Notes)  the  number of Class B
                              Notes held by each Class B Noteholder;

                        (j)  (Note  Acknowledgement)  the serial  number of each
                             Note   Acknowledgement   issued  to  each  Class  B
                             Noteholder;

                        (k)  (date of  entry)  the  date on  which a person  was
                             entered as the holder of Class B Notes;

                        (l)  (date  of  cessation)  the  date on  which a person
                             ceased to be a Class B Noteholder;

                        (m)  (account)  the account to which any payments due to
                             a  Class   B   Noteholder   are  to  be  made   (if
                             applicable);

                        (n)   (details)   where   applicable,   Payment   Dates,
                              Principal  Repayment  Dates,  Maturity  Dates  and
                              Margin on the Notes;

                        (o)  (payments)  a record of each  payment in respect of
                             the Class B Notes in relation to the Trust; and

                        (p)  (tax file number) a record that the Trustee has (or
                             has  not)  received  the tax file  number  for each
                             Class B Noteholder; and

                        (q)  (additional information) such other
                             information as:

                              (i)   is  required  by  this  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  Class  B  Noteholders)  open  for
                              inspection  by a Class B Noteholder  during normal
                              business  hours but only in respect of information
                              relating to that Class B Noteholder; and

                        (d)   (not for  copying)  not  available to be copied by
                              any  person  (other  than the  Manager)  except in
                              compliance with such terms



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                              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
                              Class B Notes and the Trustee shall be
                              entitled to recognise a Class B Noteholder
                              as the absolute owner of Class B Notes and
                              the Trustee shall not be bound or affected
                              by any trust affecting the ownership of
                              any Class B Notes 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 the Noteholders  close the
                              Register in clause 28.1:

                              (i)   in relation  to all Notes,  each period from
                                    the close of business  (Sydney  time) on the
                                    Business Day preceding  each Payment Date 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  Noteholder  who holds a
                              Class B Note, 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 Class B 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 a  Class  B
                        Noteholder by the Class B 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).



                                    Page 72
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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 Class B 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 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.

      (yy)  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.

                  29.2  Convening of meetings by Trustee and Manager

                        (a)   The Trustee or the Manager may at any time convene
                              a meeting of the Class B  Noteholders  or Class of
                              Class B Noteholders.

                        (b)   Class  B  Noteholders   or  a  Class  of  Class  B
                              Noteholders holding in aggregate not less than 20%
                              of the Invested Amounts of all



                                    Page 73
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                              Class B Notes  or in that  Class,  may at any time
                              convene a meeting  of the Class B  Noteholders  or
                              Class, 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 all Class B
                              Noteholders or any Class of Class B Noteholders of
                              a Trust  shall be given  to the  relevant  Class B
                              Noteholders of the Trust.

                        (b)   (Short notice)  Notwithstanding clause 29.3(a), if
                              it is so  agreed  by a  majority  in number of the
                              Class B Noteholders  or the Class (as the case may
                              be)  having  the right to  attend  and vote at the
                              meeting,  being a majority  that  together hold at
                              least 95% of the then outstanding Class B Notes or
                              the Class, 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
                              any Class B 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
                              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
                              Class B Noteholders shall specify:

                              (i)   (time  etc) the day,  time and  place of the
                                    proposed meeting;

                              (ii)  (agenda)  the agenda of the  business  to be
                                    transacted at the meeting;

                              (iii) (proposed   resolution)  the  terms  of  any
                                    proposed resolution;

                              (iv)  (closing  of  Register)   that  the  persons
                                    appointed to maintain the relevant  Register
                                    for  the   purpose  of   determining   those
                                    entitled  to  attend  may not  register  any
                                    Class B Note  Transfer  in the  period  of 2
                                    Business Days prior to the meeting;


                                    Page 74
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                              (v)   (appointment  of proxies) that  appointments
                                    of  proxies  must be lodged no later than 24
                                    hours  prior  to  the  time  fixed  for  the
                                    meeting; and

            (i)   (vi) (additional  information) such additional  information as
                  the person giving the notice thinks fit.

                  29.4  Chairman

                        The  Trustee  may  nominate a person to be chairman of a
                        meeting  which has been  convened  by the Trustee or the
                        Manager.  The chairman  need not be a Class B 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 Class B  Noteholders  present may choose a
                        Noteholder to be the chairman.

                  29.5  Quorum

                        At any meeting any two or more persons present in person
                        being Class B Noteholders  holding,  or  Representatives
                        holding or representing,  in the aggregate not less than
                        75% of the  Invested  Amounts  of all  Class B Notes  or
                        constituting  the  Class  (as the  case may be) and then
                        outstanding  shall form a quorum for the  transaction of
                        business  and no business  (other than the choosing of a
                        chairman)  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  chairman.  At
                              such adjourned meeting two or more persons present
                              in person being Class B  Noteholders  holding,  or
                              being Representatives holding or representing,  in
                              the  aggregate  not less than 50% of the  Invested
                              Amounts of all Class B Notes or  constituting  the
                              Class  (as the case  may be) and then  outstanding
                              (whatever   the   Class   B   Notes   so  held  or
                              represented)  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 chairman 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.



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                        (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 chairman  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  a  Class  B   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
                              chairman  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
                              chairman,  the Trustee or the Manager or by one or
                              more persons being Class B Noteholders holding, or
                              being Representatives holding or representing,  in
                              aggregate not less than 2% of the Class B Notes or
                              constituting  the  Class  (as the case may be) and
                              then outstanding, it shall be taken in such manner
                              and  (subject  to this  clause)  either at once or
                              after such an adjournment as the chairman  directs
                              and the  result of such poll shall be deemed to be
                              the  resolution  of the  meeting at which the poll
                              was  demanded  as at the date of the taking of the
                              poll.  The demand for a poll shall not prevent the
                              continuance of the meeting for the  transaction of
                              any business  other than the question on which the
                              poll has been demanded.  The demand for a poll may
                              be withdrawn.

                        (d)   (No  adjournment) Any poll demanded at any meeting
                              on the  election of a chairman 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 a Class B Noteholder holding, or being
                                    a  Representative  holding or  representing,
                                    then  outstanding  Class B Notes  shall have
                                    one vote; and



                                    Page 76
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                              (ii)  on a poll,  every person  present shall have
                                    one  vote  for  each   Class  B  Note   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 Class B  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 Class
                        B  Noteholders  or any  Class  (as the case may be).  No
                        person shall  otherwise be entitled to attend or vote at
                        any meeting of the Class B Noteholders  or any Class (as
                        the  case may be)  unless  he or she  holds  outstanding
                        Class  B  Notes  or  is  a  Representative   holding  or
                        representing such Class B Notes.

                  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  chairman  of the
                              meeting decides  otherwise  before such meeting or
                              adjourned   meeting   proceeds  to   business.   A
                              notarially certified copy proof (if applicable) of
                              due execution  shall if required by the Trustee be
                              produced by the proxy at the meeting or  adjourned
                              meeting  but the  Trustee  shall not be obliged to
                              investigate  or be concerned with the validity of,
                              or the  authority  of, the proxy named in any such
                              instrument.  Any person may act as a proxy whether
                              or not that person is a Class B 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  Class  B  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
                              chairman of the meeting in each



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                              case  not   less   than  24   hours   before   the
                              commencement  of the meeting or adjourned  meeting
                              at which the proxy is used.

                  29.10 Corporate representatives

                        A  person   authorised   under   section   250D  of  the
                        Corporations  Law by a Class B  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  Class B 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 a Class B 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 the Class B
                        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 Class B Noteholders

                        (a)   (Powers)  Subject to the Security  Trust Deed (and
                              in  particular  any power of the Note  Trustee  of
                              Class A  Noteholders  to override the decisions of
                              Class B  Noteholders),  a  meeting  of the Class B
                              Noteholders shall, without prejudice to any rights
                              or  powers  conferred  on  other  persons  by  the
                              Transaction Documents, only have power 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  Class  B   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
                                    Class  B Notes  for,  or the  conversion  of
                                    Class B Notes  into,



                                    Page 78
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                                    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) A meeting of the Class B  Noteholders  shall
                        not have power to, nor shall any resolution submitted to
                        the meeting propose or have the effect of:

                              (i)   removing  the  Servicer or the Manager  from
                                    office;

                              (ii)  interfering   with  the  management  of  the
                                    Trust;

                              (iii) winding up or terminating  the Trust (except
                                    as contemplated by clause 29.12(a)(vii));

                              (iv)  altering the  Authorised  Investments of the
                                    Trust;

                              (v)   amending any Transaction Document (except as
                                    contemplated by clause 29.12(a)); or

                              (vi)  altering   the   Interest   Payment   Dates,
                                    Principal Payment Dates, Interest, Principal
                                    Entitlements  or  the  other  terms  of  the
                                    Supplementary   Terms  Notice   (subject  to
                                    clause 29.12(a)(iii)).

                        29.13 Extraordinary Resolution binding on Class
                        B Noteholders

                        An Extraordinary  Resolution  passed at a meeting of the
                        Class B  Noteholders  or of any Class duly  convened and
                        held in  accordance  with this deed  shall be binding on
                        all the Class B  Noteholders  or of the Class whether or
                        not  present  at  such  meeting.  Each  of the  Class  B
                        Noteholders  or of the Class  (as the case may be),  the
                        Trustee and the Manager shall be bound to give effect to
                        that resolution accordingly.

                  29.14 Minutes and records



                                    Page 79
<PAGE>

                        Minutes  of all  resolutions  and  proceedings  at every
                        meeting  of the  Class B  Noteholders  of a Trust or any
                        Class  (as the  case  may be)  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  chairman of the meeting
                        at which such  resolutions  were  passed or  proceedings
                        transacted  or by the  chairman  of the next  succeeding
                        meeting of the Class B  Noteholders  or of the Class (as
                        the case may be) 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 the Class B Noteholders or any Class
                        (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   Class   B
                              Noteholders or any Class, been signed by all Class
                              B  Noteholders  or the Class (as the case may be);
                              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 the Class B
                        Noteholders   or  any  Class   prescribe   such  further
                        regulations  regarding  the  holding of  meetings of the
                        Class B Noteholders  or any Class of Class B 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 the Class B Noteholders or any Class of
                              Class  B  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 Class
                        B   Noteholders   required  to  pass  an   Extraordinary
                        Resolution or an ordinary resolution.

      (zz)  Clause 32 - Payments Generally



                                    Page 80
<PAGE>

            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 Class B Note shall be made to the person
                        whose  name  is,  on the  Record  Date,  entered  in the
                        Register  as the Class B owner of the  relevant  Class B
                        Note (or in the case of joint  Class B  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  Class B  Noteholders  and to
                             Beneficiaries  and  stamp the same as  required  by
                             law; or

                       (b) otherwise arrange payments under clause 32.7.

                       The Trustee will sign (by  autographical,  mechanical  or
                       other  means)  cheques  for  despatch on the day on which
                       they ought to be despatched.

            (iii) Clause 32.4 of the Master  Trust Deed is deleted and  replaced
                  with the following.

                  32.4  Payment good discharge

                        There is a full satisfaction of the moneys payable under
                        a Class B Note, and a good discharge to the Trustee, the
                        Manager or the Servicer (as the case may be) in relation
                        to that Class B Note,  when the cheque is  despatched by
                        post  in  accordance  with  clause  32.2(a)  or,  if not
                        posted,  delivered  to  the  Class  B  Noteholder  or as
                        directed by the Class B 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 a
                        Class B 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.

                  32.6  Taxation



                                    Page 81
<PAGE>

                        (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 - Class B  Notes)  The
                              Trustee or any person making payments on behalf of
                              the  Trustee  will be obliged  to deduct  interest
                              withholding  tax  imposed by the  Commonwealth  of
                              Australia  from payments of interest in respect of
                              the  Class  B  Notes  to   non-residents   of  the
                              Commonwealth of Australia not carrying on business
                              in the  Commonwealth  of Australia at or through a
                              permanent  establishment  and to  residents of the
                              Commonwealth of Australia  carrying on business at
                              or through a permanent  establishment  outside the
                              Commonwealth  of Australia  (Interest  Withholding
                              Tax)  unless a  certificate  pursuant  to  Section
                              221YM  of  the  Taxation  Act is  produced  to the
                              Trustee  not later than close of  business  on the
                              tenth  Business  Day  immediately   preceding  the
                              relevant payment date. The Trustee,  or any person
                              making any payments on behalf of the  Trustee,  is
                              entitled  to deduct  Interest  Withholding  Tax in
                              relation to payments on any Class B Notes.

                        (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 of the Class A Notes.

                        (d)   (Tax  file  numbers)  The  Trustee  or any  person
                              making  payments on behalf of the Trustee  will be
                              required  to  deduct   tax-at-source  on  interest
                              payments  on any  Class B Note to each  Noteholder
                              who has or is  required  to have a Tax File Number
                              at the highest  personal  marginal tax rate unless
                              the Trustee  receives from such Class B Noteholder
                              the Tax File Number of that Class B Noteholder  or
                              evidence of any  exemption  the Class B Noteholder
                              may have from the need to advise the  Trustee of a
                              Tax  File   Number.   The  Tax  File   Number   or
                              appropriate  evidence (as the case may be) must be
                              received by the Trustee not less than ten Business
                              Days  prior  to the  relevant  payment  date.  The
                              Trustee,  or any  person  making any  payments  on
                              behalf of the  Trustee,  is entitled to deduct any
                              such  tax-at-source  required  to be paid by it in
                              relation to Class B Notes at that highest personal
                              marginal  tax  rate  if  no  Tax  File  Number  is
                              provided.

            (v)  A new Clause  32.7 is  inserted  into the Master  Trust Deed as
                 follows.

                  32.7  Payment Methods - Class B Notes



                                    Page 82
<PAGE>

                       Any moneys  payable by the  Trustee,  the  Manager or the
                       Servicer  to a Class  B  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 Class B Noteholder  or the  Beneficiary  (as the
                            case may be) and  despatched  by post to the address
                            of the Class B  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 Class B 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 Class B  Noteholder  or the  Beneficiary  (as the
                           case may be) and  agreed  to by the  Manager  and the
                           Trustee.

      (aaa) Clause 33.14

            For the purposes of clause 30.12 of the Master Trust Deed,  insert a
            new paragraph (j) as follows and renumber the existing paragraph (j)
            as paragraph (k):

                  (j)   (for acts of Note  Registrar)  for any act,  omission or
                        default  of  any  Note  Registrar  appointed  under  the
                        relevant  Agency   Agreement  or  Note  Trust  Deed,  in
                        relation  to  its  duties  and  obligations   under  the
                        relevant  Agency  Agreement  or Note Trust Deed,  except
                        where the Note Registrar is the Trustee.

6.3   Amendments to the Servicing Agreement

      The  Servicing  Agreement  is  amended  for the  purpose  of the  trust as
      follows:

      (a)   Clause 5.2(a) is amended by replacing  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.

7.    Call and Tax Redemption

7.1   Call

      The Trustee  must,  when so  directed  by the  Manager  (at the  Manager's
      option),  having  given not more than 60 nor less than 45 days'  notice to
      the  Noteholders in accordance  with Condition 12, purchase or redeem all,
      but not some only,  of the Notes by repaying the Invested  Amount,  or, if
      the Noteholders,  by Extraordinary Resolution of the Noteholders so agree,
      the Stated Amount, of those



                                    Page 83
<PAGE>

      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

            (i)   in the case of Class A-1 Notes,  the  Quarterly  Payment  Date
                  falling in November 2006;

            (ii)  in the case of Class A-2 Notes,  the  Quarterly  Payment  Date
                  falling in November 2006; or

            (iii) in the case of Class A-3 Notes,  the  Quarterly  Payment  Date
                  falling in November 2006,

      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  Notes  (at their
      Invested  Amount or their Stated  Amount if so agreed by the  Noteholders)
      and any amounts which would be required  under the Security  Trust Deed to
      be paid in priority or pari passu with the Notes if the  security  for the
      Notes were being enforced.

7.2   Tax Event

      If the Manager  satisfies  the Trustee  and the Note  Trustee  immediately
      prior to giving the notice referred to below that either:

      (a)   on the next Quarterly  Payment Date the Trustee would be required to
            deduct or  withhold  from any  payment of  principal  or interest in
            respect  of the  Notes or the  Currency  Swap any  amount  for or on
            account  of any  present or future  taxes,  duties,  assessments  or
            governmental charges of whatever nature imposed, levied,  collected,
            withheld or assessed by the  Commonwealth of Australia or any of its
            political sub-divisions or any of its authorities; or

      (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  Notes (at their
      Invested  Amount or if the Noteholders  will have agreed by  Extraordinary
      Resolution  and will 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 Notes if the  security  for the
      Notes were being enforced), having given not more than 60 nor less than 45
      days' notice to the  Noteholders  in accordance  with  Condition 12 redeem
      all, but not some only, of the Notes at their Invested  Amount (or, if the
      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
      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



                                    Page 84
<PAGE>

      receipt of notice of such  proposed  redemption,  that they do not require
      the Trustee to redeem the Notes.

8.    Substitution of Purchased Receivables

8.1   Approved Seller substitution

      (a)   The Trustee  must, at the direction of the Manager (at the Manager's
            option),  at any time  replace a  Receivable  of the Trust which has
            been  repurchased by the Approved Seller under clause 12.6(d) of the
            Master Trust Deed using the funds  received  from the  repurchase to
            purchase a substitute  Eligible Receivable from the Approved Seller,
            if available.

      (b)   The Approved Seller may elect to sell a substitute Receivable to the
            Trustee  (which the Trustee  shall  acquire if it is directed by the
            Manager to do so), provided the substitute  Receivable satisfies the
            following requirements:

            (i)   it complies with the Eligibility Criteria;

            (ii)  at the time of substitution,  the substitute  Receivable has a
                  maturity  date no later than the date  being 2 years  prior to
                  the Final Maturity Date;

            (iii) the substitution will not adversely affect the Rating;

            (iv)  the  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



                                    Page 85
<PAGE>

            (v)   clause 8.3 applies.

8.3   Selection criteria

      The Manager  will apply the  following  criteria (in  descending  order of
      importance) when selecting a substitute  Eligible  Receivable under clause
      8.1 or approving a substitution under clause 8.2:

            (i)   the substitute Eligible Receivable will have an Unpaid Balance
                  within A$30,000 of the outgoing Eligible  Receivable's  Unpaid
                  Balance, as determined at the time of substitution;

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

            (iii) the substitute  Eligible  Receivable  will have a then current
                  LVR no more  than  five  per  centum  (5%)  greater  than  the
                  outgoing Eligible  Receivables then current LVR, as determined
                  at the time of substitution;

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

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

            (vi)  in the case of  substitution  under clause 8.1, the substitute
                  Eligible Receivable will have the closest original loan amount
                  to that of the outgoing Eligible Receivable.

      The Trustee is entitled to rely on the information provided by the Manager
      in this regard.

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.



                                    Page 86
<PAGE>

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 5.22, the Servicer will not
      be  required,  as a direct  result of that  non-payment,  to increase  the
      Threshold Rate under clause 9.

10.   Title Perfection Events

      Each of the following is a Title Perfection Event.

      (a)   (Downgrade) The Approved Seller ceases to have a long term rating of
            at least BBB from S&P, Baa-2 from Moody's or BBB from Fitch IBCA.

      (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:



                                    Page 87
<PAGE>

      (a) a single income unit (the Residual Income Unit); and

      (b) a single capital unit (the Residual Capital Unit),

      which shall be the only units in respect of the Trust.

11.2  Residual Capital Unit

      (a)   The   Residual   Capital   Beneficiary   has  no  right  to  receive
            distributions  in  respect  of the  Trust  other  than the  right to
            receive  an  amount  of $10 on the  termination  of the  Trust.  The
            Residual  Capital  Unit may not be  redeemed at any other time or in
            any other way.

      (b)   The Residual Capital Unit is not transferable except as follows:

            (i)   the  Residual  Income  Beneficiary  may  transfer the Residual
                  Capital  Unit to  another  person  who is not  related  to the
                  Residual Income  Beneficiary  (the  Transferee)  provided that
                  such a  transfer  is made  subject to the  condition  that the
                  Transferee  is absolutely  prohibited  from  transferring  the
                  Residual Capital Unit to anyone other than the Residual Income
                  Beneficiary  and that this  person  cannot be  related  to the
                  holder of the Residual Income Beneficiary; 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.



                                    Page 88
<PAGE>

11.4  Unit Register

      (a)   The  entitlement  of any  person  to a Unit  will  be  evidenced  by
            registration in the register  maintained under this clause 11.4 (the
            Unit Register).

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

            (i) the name and address of each Beneficiary;

            (ii)  the date on which the name of each  Beneficiary  is entered in
                  the Unit Register;

            (iii) the date on which each Beneficiary  ceases to be registered as
                  a Beneficiary;

            (iv)  the subscription moneys initially paid for each Unit; and

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

      (c)   Each Beneficiary shall promptly notify the Trustee in writing of any
            change  of name or  address  and the  Trustee  will  alter  the Unit
            Register accordingly.

      (d)   The  Beneficiary  may not  assign,  or  create or allow to exist any
            Security  Interest  over,  its rights or interests in respect of the
            Trust if to do so would have a Material Adverse Effect or might have
            an adverse tax consequence in respect of the Trust.

      (e)   Without  limiting clause 11.1, the interest of a Beneficiary will be
            constituted by registration in the Unit Register.

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.



                                    Page 89
<PAGE>

12.4  Payments

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

12.5  Payment to be made on Business Day

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

13.   Security Trust Deed

      The parties to this Deed agree to comply with clause 16.9 of the  Security
      Trust Deed.

14.   Custodian Agreement

      The  Custodian  Agreement  is  amended  for the  purpose  of the  Trust by
      deleting the words and between each Relevant  Trust from the  second/third
      line of clause 3.1(c).

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.



                                    Page 90
<PAGE>

17.   Tax Reform

17.1  Taxation of trusts and consolidated groups

      The parties acknowledge that:

      (a)   in  relation  to  the  proposed  taxation  of  non-fixed  trusts  as
            companies:

            (i)   the  Commonwealth  Government has withdrawn draft  legislation
                  under  which  non-fixed   trusts  would  have  been  taxed  as
                  companies from 1 July 2001;

            (ii)  in November  2002 the Board of Taxation  recommended  that the
                  Government  retain  the  current  flow-through   treatment  of
                  distributions  of  non-assessable  amounts by non-fixed trusts
                  rather than a company type taxation model; and

            (iii) although  the  Government  has  not  expressly  agreed  to the
                  recommendation  of the  Board of  Taxation  described  at (ii)
                  above,  on 12  December  2002  the  Government  announced  its
                  intention  to  amend  the  taxation  laws in  accordance  with
                  recommendations of the Board of Taxation which were incidental
                  to the recommendation described at (ii) above.

      (b)   If the Trust becomes a member of a  consolidated  group of companies
            and trusts under Part 3-90 of the Income Tax  Assessment Act 1997 (a
            consolidated tax group),  the Trustee could 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:



                                    Page 91
<PAGE>

      (a)   the  Manager  shall  promptly  consult  with  the  Trustee  and each
            Designated  Rating  Agency to determine  what  changes,  if any, are
            necessary  to the  cashflow  allocation  methodology  in clause 5 to
            achieve the objective referred to in clause 17.1(c) (the Objective);

      (b)   within 1 month of the amending  Bill being  introduced  into Federal
            Parliament  (or such longer time as the Trustee and each  Designated
            Rating Agencies permit) the Manager shall use reasonable  endeavours
            to provide a written  recommendation to the Trustee and a draft deed
            amending this  Supplementary  Terms Notice that,  if executed,  will
            achieve the Objective; and

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

17.3  Group tax liabilities

      If the Trust  becomes a member  of a  consolidated  tax group and the head
      company of that  consolidated  tax group does not at that time,  or at any
      subsequent  time,  provide  evidence  to the  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:



                                    Page 92
<PAGE>

      (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 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 the 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.


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.





                                    Page 93
<PAGE>

TRUSTEE

Signed  Sealed and Delivered for AXA
Trustees  Limited  by  its  attorney
under power of attorney dated [*] 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
dated [*] in the presence of:


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


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





                                    Page 94
<PAGE>

APPROVED SELLER AND SERVICER

Signed   Sealed  and  Delivered  for
St.George   Bank   Limited   by  its
attorney  under  power  of  attorney
dated [*] in the presence of:


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


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



CUSTODIAN

Signed   Sealed  and  Delivered  for
St.George Bank Custodial  Limited by
its attorney under power of attorney
dated [*] in the presence of:


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


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





                                    Page 95
<PAGE>

SECURITY TRUSTEE

Signed   Sealed  and  Delivered  for
National    Mutual   Life   Nominees
Limited  (ACN  004  029  841) by its
attorney  under  power  of  attorney
dated [*] in the presence of:


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


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


NOTE TRUSTEE

Signed   Sealed  and  Delivered  for
Bankers   Trust   Company   by   its
attorney  under  power  of  attorney
dated [*] in the presence of:


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


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





                                    Page 96
<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 or its Great  Australian Home Loan portfolio of residential
      mortgage loans;

(b)   is secured by a  Receivable  Security  that  constitutes  a first  ranking
      mortgage over residential  (owner-occupied or investment) land situated in
      capital city metropolitan  areas or regional centres in Australia which is
      or will be  registered  under the Real  Property  Legislation,  or where a
      Receivable  Security  is not, or will not be when  registered  be, a first
      ranking  mortgage,  the relevant Sale Notice includes an offer in relation
      to all prior ranking registered mortgages;

(c)   is secured by a Receivable  Security over a Mortgaged  Property  which has
      erected  on it a  residential  dwelling  and  which  is  required  by  the
      Receivable  Agreement  to be  covered  by general  insurance  by  insurers
      approved in accordance with the Transaction Documents;

(d)   has an LVR  less  than or  equal to 95% for  owner  occupiers  and 90% for
      investment properties;

(e)   was not purchased by the Approved  Seller but was approved and  originated
      by the Approved Seller in the ordinary course of its business;

(f)   under which the relevant Obligor does not owe more than A$500,000;

(g)   the  relevant  Obligor  in  respect  of which  was  required  to repay the
      Receivable within 30 years of the Cut-Off Date;

(h)   no payment  from the  Obligor is in Arrears  for more than 30  consecutive
      days;

(i)   the sale of an equitable interest in, or the sale of an equitable interest
      in any related Receivable  Security,  does not contravene or conflict with
      any law;

(j)   together  with  the  related  Receivable  Security,  has  been  or will be
      stamped,  or has been taken by the relevant  stamp duties  authority to be
      stamped, with all applicable duty;

(k)   is on fully amortising repayment terms;

(l)   is secured by a Receivable  Security that is covered by mortgage insurance
      from the  Mortgage  Insurer  for 100% of  amounts  outstanding  under  the
      relevant loans under the relevant  Mortgage  Insurance  Policy  (including
      timely payment cover);

(m)   complies in all material  respects  with  applicable  laws,  including the
      Consumer Credit Legislation;

(n)   is fully drawn;

(o)   is subject to the terms and  conditions  of the  Approved  Seller's  Great
      Australian Home Loan product,  its Standard Variable Rate Loan,  including
      loans entitled to a "Loyalty" rate, due to a home loan  relationship  with
      the Approved Seller of 5 years or more, or loans that bear a fixed rate of
      interest for up to 5 years; and

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




                                    Page 97
<PAGE>

Schedule 2

Application for Class B Notes
Crusade Global Trust No.1 of 1999



To:   AXA Trustees  Limited as trustee of the Crusade Global Trust No. 1 of 1999
      (the Trustee)



From: __________________________________ (ACN [*])
        (Name)

      of ___________________________ (the Applicant).
                   (Address)



Application

The Applicant  applies for the following  Class B Notes (the Notes) to be issued
by the Trustee as trustee of the Crusade  Global Trust No. 1 of 1999 (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 18 September
1999 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;

(b)   it  understands  that  the  Notes  do  not  represent   deposit  or  other
      liabilities of St.George or Associates of St.George;



                                    Page 98
<PAGE>

(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 Class B Notes that is not defined
has the same meaning as in the Master Trust Deed.

Dated:

SIGNED: ___________________________________

*     This  Application  for Class B 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 Class B Notes must
      be completed in the name of the trustee and signed by the trustee  without
      reference to the trust.

*     Where this Application for Class B 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 Class B Notes 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 Application for Class B Notes.




                                    Page 99
<PAGE>

Schedule 3



Note Acknowledgment
Crusade Global Trust No.1 of 1999


Name:

[Class]:

Initial Invested Amount:

Interest Rate:

Interest Payment Dates:

[Principal Payment Dates]:

Final Maturity Date:



This confirms that:

Note Holders:

ACN (if applicable):

Address:



appears in the Register as the holder of the abovementioned Notes (the
Notes).

The Notes are issued by AXA Trustees  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 18  September  1999. 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 (ACN 072 715 916) at Level
18, 182 George Street, Sydney, New South Wales 2000.

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 Note  Holder 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 100
<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  Note Holder's  entitlement to
Notes.

Transfers  of Notes  must be under an 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 AXA Trustees Limited



_________________________________________
Authorised Signatory




                                    Page 101
<PAGE>

Schedule 4



Note Transfer and Acceptance
Crusade Global Trust No.1 of 1999



To:   AXA Trustees Limited                                    Date Lodged [*]
      as trustee of the                                       Registry Use Only
      Crusade Trust No. 1 of 1999 (the Trustee)


Transferor

(Full name, ACN (if applicable) and address):

(please print)

Applies to assign and transfer to
Transferee

(Full name, ACN (if applicable) and address):

(please print)

and its/their executors, administrators or assigns


The following Notes in the Crusade Global Trust No. 1 of 1999

Number of Notes:

Name:

[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)

*     In accordance with existing instructions (existing holders only)



                                    Page 102
<PAGE>

*     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
      registered owner 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
      18 September 1999.

3.    The Transferee acknowledges that it has independently and without reliance
      on  St.George  Bank  Limited  (ACN  055 513  070),  the  Trustee,  Crusade
      Management  Limited  (ACN 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.

11.   [Insert any restrictions on the transfer of Notes.]

[Marking where clause 8.15 applies]



                                    Page 103
<PAGE>

12.   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 [*] Limited

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