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. 2 of 2001
            --------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


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


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

                         Form 20-F [X]     Form 40-F  [ ]

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

                            Yes [ ]            No [X]

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

<PAGE>

ITEM 5.  OTHER EVENTS

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

         Due to changes to Australian Taxation Law, amendments have needed to be
made to the  Crusade  Trust  No.  2 of 2001  Supplementary  Terms  Notice  dated
September 11, 2001. The changes do not alter the rights or  entitlements  of any
Class  of   Noteholder.   The  changes  in  Taxation  Law  groups  wholly  owned
subsidiaries  of an entity into a single entity for tax  purposes.  The existing
Trust structure with the beneficiary, Crusade Management Limited, a wholly owned
subsidiary of St.George Bank Limited,  could have come  contingently  liable for
tax liabilities of the St.George  Group. To avoid this situation,  the Trust has
been  unitized.  The existing  beneficiary  taking a "Residual  Income Unit" and
while a party  external to the  St.George  Group being  transferred  a "Residual
Capital  Unit".  By doing so, the Trust can no longer be  consolidated  into the
St.George Group for tax purposes.

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


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

         (a) Financial Statements of Business Acquired.

                  Not Applicable.

         (b) Pro Forma Financial Information.

                  Not Applicable.

         (c) Exhibits.

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

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



                                       2
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf,  as Trust
Manager  for the  Crusade  Global  Trust  No.  2 of  2001,  by the  undersigned,
thereunto duly authorized.



                                    Crusade Management Limited,
                                    as Trust Manager for the Crusade
                                    Global Trust No. 2 of 2001,
                                    --------------------------------------------
                                    (Registrant)



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



                                       3
<PAGE>


                                  EXHIBIT INDEX


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

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




                                       4
<PAGE>
                                                                   EXHIBIT 4.2/A



                                                                  AMENDMENT DEED
                                                      SUPPLEMENTARY TERMS NOTICE



                                         PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                                       (Trustee)

                                                      CRUSADE MANAGEMENT LIMITED
                                                                       (Manager)

                                                          ST.GEORGE BANK LIMITED
                                                               (Approved Seller)

                                                          ST.GEORGE BANK LIMITED
                                                                      (Servicer)

                                                          ST.GEORGE BANK LIMITED
                                                                   (Indemnifier)

                                                 ST.GEORGE CUSTODIAL PTY LIMITED
                                                                     (Custodian)

                                                                    P.T. LIMITED
                                                              (Security Trustee)

                                                        WILMINGTON TRUST COMPANY
                                                                  (Note Trustee)


                                              Crusade Global Trust No. 2 of 2001




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


                                       (C) Copyright Allens Arthur Robinson 2003
<PAGE>

Amendment Deed
Supplementary Terms Notice                         Allens Arthur Robinson [Logo]

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



TABLE OF CONTENTS

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

2.       AMENDMENTS                                                           2

3.       CONFIRMATION                                                         2

4.       EFFECTIVE DATE                                                       2

5.       GOVERNING LAW AND JURISDICTION                                       2

6.       COUNTERPARTS                                                         2



                                                                        Page (1)
<PAGE>


Amendment Deed
Supplementary Terms Notice                         Allens Arthur Robinson [Logo]

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


DATE                                               2003
-------------
PARTIES
-------------

     1.     PERPETUAL  TRUSTEES  CONSOLIDATED  LIMITED  (ABN 81 004 029  841) of
            Level 7, 39  Hunter  Street,  Sydney,  New South  Wales  2000 in its
            capacity as trustee of Crusade Global Trust No. 2 of 2001 (TRUSTEE)

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

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

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

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

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

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

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

---------
RECITALS
---------
     A      The parties are parties to the  Supplementary  Terms Notice dated 11
            September 2001 (the  SUPPLEMENTARY  TERMS NOTICE) in relation to the
            Crusade Global Trust No. 2 of 2001 (the RELEVANT TRUST).

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


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

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


                                                                          Page 1

<PAGE>

Amendment Deed
Supplementary Terms Notice                         Allens Arthur Robinson [Logo]

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

1.2      INTERPRETATION

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


2.       AMENDMENTS
--------------------------------------------------------------------------------

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


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

         The Manager:

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

Amendment Deed
Supplementary Terms Notice                         Allens Arthur Robinson [Logo]

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

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>

Amendment Deed
Supplementary Terms Notice                         Allens Arthur Robinson [Logo]

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

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>

Amendment Deed
Supplementary Terms Notice                         Allens Arthur Robinson [Logo]

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

SECURITY TRUSTEE

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


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

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



NOTE TRUSTEE

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


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

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




                                                                          Page 5
<PAGE>

                                                   Allens Arthur Robinson [Logo]

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

ANNEXURE A


                                                      SUPPLEMENTARY TERMS NOTICE



                                         PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                                       (Trustee)

                                                      CRUSADE MANAGEMENT LIMITED
                                                                       (Manager)

                                                          ST.GEORGE BANK LIMITED
                                                               (Approved Seller)

                                                          ST.GEORGE BANK LIMITED
                                                                      (Servicer)

                                                          ST.GEORGE BANK LIMITED
                                                                   (Indemnifier)

                                                 ST.GEORGE CUSTODIAL PTY LIMITED
                                                                     (Custodian)

                                                                    P.T. LIMITED
                                                              (Security Trustee)

                                                        WILMINGTON TRUST COMPANY
                                                                  (Note Trustee)




                                              Crusade Global Trust No. 2 of 2001

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


                                       (C) Copyright Allens Arthur Robinson 2003

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

<PAGE>

                                                   Allens Arthur Robinson [Logo]

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

TABLE OF CONTENTS

ANNEXURE A                                                                     i

1.  INTRODUCTION                                                               5

2.  DEFINITIONS AND INTERPRETATION                                             5
    2.1      Definitions                                                       5
    2.2      Interpretation                                                   26
    2.3      Limitation of liability                                          26
    2.4      Knowledge of Trustee                                             28

3.  DIRECTION AND TRUST BACK                                                  28

4.  NOTES                                                                     28
    4.1      Conditions of Notes                                              28
    4.2      Summary of conditions of Notes                                   28
    4.3      Issue of Notes                                                   30
    4.4      Trustee's Covenant to Noteholders and the Note Trustee           31
    4.5      Repayment of Notes on Payment Dates                              31
    4.6      Final Redemption                                                 31
    4.7      Period During Which Interest Accrues                             31
    4.8      Calculation of Interest                                          32
    4.9      Step-Up Margin                                                   32
    4.10     Aggregate receipts                                               33

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


                                                                       Page (ii)

<PAGE>

                                                   Allens Arthur Robinson [Logo]

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


    5.24     Loan Offset Interest                                             43

6.  MASTER TRUST DEED AND SERVICING AGREEMENT                                 43
    6.1      Completion of details in relation to Master Trust Deed           43
    6.2      Amendments to Master Trust Deed                                  45
    6.3      Amendments to the Servicing Agreement                            81

7.  CALL AND TAX REDEMPTION                                                   81
    7.1      Call                                                             81
    7.2      Tax Event                                                        82

8.  SUBSTITUTION OF PURCHASED RECEIVABLES                                     83
    8.1      Approved Seller substitution                                     83
    8.2      Other substitutions                                              83
    8.3      Selection criteria                                               84

9.  APPLICATION OF THRESHOLD RATE                                             84
    9.1      Calculation of Threshold Rate                                    84
    9.2      Setting Threshold Rate                                           84
    9.3      Loan Offset Deposit Accounts                                     85

10. TITLE PERFECTION EVENTS                                                   85
    10.1     Each of the following is a Title Perfection Event.               85

11. BENEFICIARY                                                               85
    11.1     Acknowledgment of Units                                          85
    11.2     Residual Capital Unit                                            86
    11.3     Residual Income Unit                                             86
    11.4     Unit Register                                                    86

12. NOTE TRUSTEE                                                              87
    12.1     Capacity                                                         87
    12.2     Exercise of rights                                               87
    12.3     Representation and warranty                                      87
    12.4     Payments                                                         87
    12.5     Payment to be made on Business Day                               88

13. SECURITY TRUST DEED                                                       88

14. CUSTODIAN AGREEMENT                                                       88

15. MANAGER'S DIRECTIONS TO BE IN WRITING                                     88

16. UNDERTAKINGS BY SELLER AND SERVICER                                       88

17. TAX REFORM                                                                88
    17.1     Taxation of trusts and consolidated groups                       88
    17.2     Amending Bill - taxation of trusts                               89
    17.3     Group tax liabilities                                            90
    17.4     Evidence of tax sharing agreement                                90
    17.5     Objective                                                        91
    17.6     Residual Income Beneficiary                                      91

SCHEDULE 1                                                                    95



                                                                      Page (iii)

<PAGE>

                                                   Allens Arthur Robinson [Logo]

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


SCHEDULE 2                                                                    97
         Application for A$ Notes                                             97
         Crusade Global Trust No. [*] of 2001                                 97

SCHEDULE 3                                                                    99
         Note Acknowledgment                                                  99
         Crusade Global Trust No.[*]of 2001                                   99

SCHEDULE 4                                                                   101
         Note Transfer and Acceptance                                        101
         Crusade Global Trust No.[*] of 2001                                 101




                                                                       Page (iv)

<PAGE>


Amendment Deed
Supplementary Terms Notice                         Allens Arthur Robinson [logo]

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


1.       INTRODUCTION
--------------------------------------------------------------------------------

         This Supplementary Terms Notice is issued on 11 September 2001 pursuant
         and  subject to the Master  Trust Deed dated 14 March 1998 (the  MASTER
         TRUST DEED) between:

         PERPETUAL TRUSTEES  CONSOLIDATED  LIMITED (ABN 81 004 029 841) of Level
         7, 39 Hunter  Street,  Sydney,  New South Wales 2000 in its capacity as
         trustee of Crusade Global Trust No. 2 of 2001 (the TRUSTEE);

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

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

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

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

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

         This Supplementary Terms Notice is issued by the Manager and applies in
         respect of Crusade Global Trust No. 2 of 2001.

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

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

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

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


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

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

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


                                                                          Page 5
<PAGE>

Amendment Deed
Supplementary Terms Notice                         Allens Arthur Robinson [logo]

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


         definitions apply only in relation to the Crusade Global Trust No. 2 of
         2001,  and do not apply to any other  Trust (as  defined  in the Master
         Trust Deed).

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

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

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

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

         A$ EQUIVALENT means:

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

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

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

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

         A$ NOTE means a Class B Note or a Class C Note.

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

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

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

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

         ARREARS PERCENTAGE means, for any Payment Date:

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

         divided by

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

         expressed as a percentage.


                                                                          Page 6
<PAGE>

Amendment Deed
Supplementary Terms Notice                         Allens Arthur Robinson [logo]

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

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

         AUTHORISED SIGNATORY means:

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

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

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

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

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

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


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

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

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

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

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

         but excluding  interest  credited  to  a  Support  Facility Collateral
         Account.

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

         BANK means:

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

                  (i)      a corporation  authorised  under the Banking Act 1959
                           (Cth)  to  carry  on  general  banking   business  in
                           Australia  or a  corporation  formed or  incorporated
                           under  an  Act  of the  Parliament  of an  Australian
                           Jurisdiction  to carry  on the  general  business  of
                           banking;


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                  (ii)     a person authorised  under the Banking Act 1987 (UK);
                           or

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

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

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

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

         BENEFICIARY  means, in relation to the Trust, each holder of a unit (as
         defined in clause 11).

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

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

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

         BUSINESS DAY means:

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

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

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

         CARRYOVER  CHARGE OFF means,  in relation  to the Trust at any time,  a
         Carryover  Class A Charge  Off,  or a  Carryover  Class B Charge Off, a
         Carryover Class C Charge Off or a Carryover Redraw Charge Off.

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



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

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

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

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

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

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

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

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

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

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

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

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

         (b)      the greater of:

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

                          (A)      94.70% and

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

                  (ii) zero.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (b)      the greater of:

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

                           (A)      99.58% and



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

                  (ii)    zero.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (b)      the greater of:

                  (i)     the  aggregate  Invested  Amount  of the Class A Notes
                          (after  taking into account the payment of the Class A
                          Principal  Distribution  Amount on that Payment  Date)
                          plus the  aggregate  Invested  Amount  of the  Class B
                          Notes  (after  taking into  account the payment of the



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                          Class B Principal  Distribution Amount on that Payment
                          Date) plus the aggregate  Invested Amount of the Class
                          C Notes  at the  beginning  of the  Collection  Period
                          ending  immediately before that Payment Date minus the
                          product of:

                          (A)      100.00%; and

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

                  (ii)    zero.

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

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

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

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

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

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

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

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

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

         CLOSING DATE means, in relation to the Trust, 13 September 2001 or such
         later date as may be agreed between the Trustee and the Note Manager.

         COLLECTION  ACCOUNT  means,  in relation to the Trust,  the  Australian
         dollar  account  number  837205761  BSB 012-003 with  Australia and New
         Zealand  Banking  Group (ABN 11 005 357 522), at its office at Cnr Pitt
         and Hunter Streets,  Sydney or any other account opened under clause 21
         of the Master Trust Deed and maintained by the Trustee with an Approved
         Bank.

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

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

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

         CONDITIONS  means the  Conditions for the Class A Notes in the form set
         out in  schedule 3 to the Note Trust Deed (but,  so long as the Class A
         Notes are  represented  by Book-Entry  Notes,  with the deletion of any
         provisions which are applicable only to the Definitive  Notes),  as the
         same may from


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         time to time be modified in accordance  with this  Supplementary  Terms
         Notice and the Note Trust Deed.  Any  reference  in this  Supplementary
         Terms  Notice to a  particular  numbered  Condition  shall be construed
         accordingly.

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

         CSFB means Credit Suisse First Boston Corporation.

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

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

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

         CUT-OFF  DATE  means,  in respect  of each  Receivable  and  Receivable
         Security, close of business, on 5 September 2001.

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

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

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

         DTC means the Depository Trust Company.

         EFFECTIVE DATE means the date of the Amendment Deed.

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

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

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

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



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

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

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

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

                  (i)      any Liquidation Proceeds on account of interest;

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

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

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

                  (v)      any interest on  Collections  payable by the Approved
                           Seller  under  clause  5.2(b)(ii)  of  the  Servicing
                           Agreement  (as  amended by this  Supplementary  Terms
                           Notice).

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

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

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

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

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

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

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

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

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


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                  (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 5.10(a).

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

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

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

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

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

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

         INDEMNIFIER means St.George.

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

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



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

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

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

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

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

         INTEREST PERIOD means:

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

         (b)      in  relation  to  the  final  Interest   Period,   the  period
                  commencing on (and including) the Quarterly Payment Date prior
                  to the day on which all amounts due on such Notes are redeemed
                  in full in  accordance  with  the  Transaction  Documents  and
                  ending  on (but  excluding)  such  day;  provided  that if the
                  Stated  Amount of any Note on the due date for  redemption  is
                  not zero and payment of principal due is  improperly  withheld
                  or refused,  the final Interest Period shall end on the day on
                  which:

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

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

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

         INTEREST RATE means, in relation to:

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

         (b)      an A$ Note and an Interest  Period,  the Three Month Bank Bill
                  Rate in relation  to that  Interest  Period plus the  relevant
                  Margin for the relevant A$ Note.

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

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


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

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

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

         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,  the  rate  will  be  determined  by  linear
                  interpolation  calculated by reference to the duration of that
                  first Interest Period) deposits in US Dollars which appears on
                  the Telerate Page 3750 as of 11.00am,  London time, determined
                  on the Interest Determination Date by the Calculation Agent.

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

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


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         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).

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

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

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

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

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

         MONTHLY COLLECTION PERIOD means, in relation to a Monthly Payment Date,
         the  calendar  month which  precedes  the  calendar  month in which the
         Monthly Payment Date occurs. The first Monthly Collection Period is the
         period from (but  excluding)  the Cut-Off  Date to (and  including)  30
         September 2001. The last Monthly  Collection  Period is the period from
         (but  excluding)  the last day of the calendar  month that precedes the
         date on which the Trust is  terminated  under  clause 3.5 of the Master
         Trust Deed to (and including) that date.

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

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


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Supplementary Terms Notice                         Allens Arthur Robinson [logo]

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

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

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

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

         For the purposes of this definition,

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


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

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

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

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

         (a)      the Conditions relating to a Class A Note; and

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

         NOTEHOLDER means, at any time, the person who:


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

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

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

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


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Supplementary Terms Notice                         Allens Arthur Robinson [logo]

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         NOTE MANAGER means the CSFB.

         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 Bankers Trust Company,  Corporate  Trust & Agency
         Services,  123 Washington  Street,  New York, New York, 10006 Santa Ana
         Trust  Administration - ST0102 or any successor note registrar approved
         in  writing  by  the  Note  Trustee  and  appointed  under  the  Agency
         Agreement.

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

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

         OPTIONAL REDEMPTION DATE means the earlier of:

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

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

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

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

         PREMISES means the area labelled  "Crusade  Global Trust No. 2 of 2001"
         located in a secure area on Lower Ground Floor,  St.George House,  4-16
         Montgomery  Street,  Kogarah,  New  South  Wales  2217 (or  such  other
         premises  as the  Custodian  proposes,  and the  Trustee  agrees  to in
         writing).

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

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

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

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

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

                  (i)      any Liquidation Proceeds on account of principal;

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

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


                                                                         Page 20
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Supplementary Terms Notice                         Allens Arthur Robinson [logo]

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         (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;

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

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

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

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

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



                                                                         Page 21
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Supplementary Terms Notice                         Allens Arthur Robinson [logo]

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


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

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

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

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

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

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

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

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

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

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

         QUARTERLY  COLLECTION  PERIOD means in relation to a Quarterly  Payment
         Date, the 3 Monthly  Collection Periods that precede the calendar month
         in  which  the  Quarterly  Payment  Date  falls.  The  first  Quarterly
         Collection  Period is the period from (and excluding) the Cut-Off Date,
         to (and  including) 30 November  2001.  The last  Quarterly  Collection
         Period ends on (and includes) the date on which the Trust is terminated
         under clause 3.5 of the Master Trust Deed.

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

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

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

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


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Supplementary Terms Notice                         Allens Arthur Robinson [logo]

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         RECORD DATE means:

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

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

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

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

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

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

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

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

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

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

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

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

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

         RESIDUAL CAPITAL UNIT has the meaning given in clause 11.1.

         RESIDUAL INCOME UNIT has the meaning given in clause 11.1.

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

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

         SECURITY  TRUST DEED means the agreement so entitled dated on or before
         the date of this  Supplementary  Terms Notice between the Trustee,  the
         Manager, the Note Trustee and the Security Trustee.

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


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Supplementary Terms Notice                         Allens Arthur Robinson [logo]

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         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.

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

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

         STEPDOWN DATE means the Payment Date falling in December 2004.

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

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

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

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

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

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


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         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; and

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

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

         (a)      all Invested Amounts of all Class A Notes; and

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

         at that time.

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

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

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

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

         TRIGGER EVENT will subsist on any Payment Date if:

         (a) both:

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

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

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

         TRUST means the Crusade  Global Trust No. 2 of 2001  constituted  under
         the Master Trust Deed and the Notice of Creation of Trust.


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

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

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

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

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

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

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

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

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

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

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

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

         US$ EQUIVALENT means:

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

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

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


2.2      INTERPRETATION

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


2.3      LIMITATION OF LIABILITY

         (a)      GENERAL

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


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

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

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

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

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

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

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


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                  (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. 2 OF
                  2001,  is created in  relation  to Other  Secured  Liabilities
                  secured by the Purchased Receivable Securities.

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


4. NOTES
--------------------------------------------------------------------------------
4.1      CONDITIONS OF NOTES

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

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

4.2      SUMMARY OF CONDITIONS OF NOTES

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

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

                                             Class A Notes

                                             Class B Notes

                                             Class C Notes

         (b)      Total Initial              (i)  Class A Notes - US$800,000,000
                  Invested                   (ii) Class B Notes - A$37,550,000
                  Amount of each             (iii)   Class C Notes - A$3,235,000
                  Class of Notes:


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


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         (d)      Margin:                     (i)      in the case of the  Class
                                                       A   Notes,   0.175%   per
                                                       annum; and

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

                                              (iii)    in the case of the:

                                                       Class B Notes:  0.48% per
                                                       annum

                                                       Class C Notes:  0.70% per
                                                       annum.

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

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

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

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

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

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

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

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

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

         (h)      Quarterly Payment Dates:    (i)      Class A Notes - the  20th
                                                       day of  December,  March,
                                                       June  and   September  in
                                                       each year (New York time)

                                              (ii)     A$  Notes - the  20th day
                                                       of December,  March, June
                                                       and   September   (Sydney
                                                       time)

                                              (iii)    If, in either case,  that
                                                       day  is  not  a  Business
                                                       Day,    the     Quarterly
                                                       Payment   Date  shall  be
                                                       adjusted  in   accordance
                                                       with     the     Modified
                                                       Following   Business  Day
                                                       Convention.   The   first
                                                       Quarterly   Payment  Date
                                                       for  the  Class  A  Notes
                                                       will  be  20th   December
                                                       2001 (New York

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                                                       time)   and   the   first
                                                       Quarterly   Payment  Date
                                                       for the A$ Notes  will be
                                                       20th     December    2001
                                                       (Sydney  time).  In  each
                                                       case, the final Quarterly
                                                       Payment   Date   is   the
                                                       earlier of the applicable
                                                       Final  Maturity  Date and
                                                       the Payment Date on which
                                                       the Notes are redeemed in
                                                       full  or,  in the case of
                                                       the    Class   A   Notes,
                                                       repurchased   under   the
                                                       Conditions.

         (i)      Final Maturity Date:        (i)      Class   A   Notes  -  the
                                                       Quarterly   Payment  Date
                                                       falling in June 2032 (New
                                                       York time).

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

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

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

4.3  ISSUE OF NOTES

     (a)          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)          A$ Notes  must be issued in minimum  parcels or  subscriptions
                  which have an aggregate Initial Investment Amount of $500,000,
                  (disregarding  any amount payable to the extent to which it is
                  to be paid out of money lent by the person  offering the Notes
                  or an  associate  (as defined in Division 2 of Part 1.2 of the
                  Corporations  Act 2001 (Cth)) or must otherwise  constitute an
                  issue that does not require  disclosure under Part 6D.2 of the
                  Corporations Act 2001 (Cth).

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



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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 A$ Notes will be made in A$.

4.6      FINAL REDEMPTION

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


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

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

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

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

         (e)      the Final Maturity Date.


4.7      PERIOD DURING WHICH INTEREST ACCRUES

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


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4.8      CALCULATION OF INTEREST

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

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

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

                  (iii)    on the  basis of the  actual  number  of days in that
                           Interest  Period  and a year of 365 days (in the case
                           of A$  Notes)  or 360  days  (in the  case of Class A
                           Notes), and shall accrue due from day to day.

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

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

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

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

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

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

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

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

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

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

4.9  STEP-UP MARGIN

         If the Trustee has not repurchased or redeemed all of the Class A Notes
         on or before,  the Optional  Redemption Date, the Margin for that Class
         on and from that date will be the following percentages per annum (each
         a STEP-UP MARGIN)in the case of the Class A Notes, 0.35% per annum.


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4.10     AGGREGATE RECEIPTS

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

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


5.       CASHFLOW ALLOCATION METHODOLOGY
--------------------------------------------------------------------------------
5.1      TOTAL AVAILABLE FUNDS

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

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

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

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

         (c)      (QUARTERLY)  Subject  to  paragraph  (d),  on  each  Quarterly
                  Payment Date, and based on the calculations,  instructions and
                  directions provided to it by the Manager, the Trustee must pay
                  or cause to be paid out of Total Available  Funds, in relation
                  to the Quarterly  Collection Period ending  immediately before
                  that  Quarterly  Payment Date,  the  following  amounts in the
                  following order of priority:

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

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


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

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

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

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

                           (A)      zero; and

                           (B)      the  difference  between any  overpayment by
                                    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  Residual  Income  Unit  on  previous
                                    Quarterly Payment Dates under clause 5.3(a);

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

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

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

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

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

                  (x)      tenth, any amounts that would have been payable under
                           subparagraph  (xi) on any previous  Quarterly Payment
                           Date, if there had been  sufficient  Total  Available
                           Funds, which have not been paid by the Trustee;

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

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

         (d)      The   Trustee   shall  only  make  a  payment   under  any  of
                  sub-paragraphs  (c)(i) to (c)(xii) inclusive if it is directed
                  in writing to do so by the Manager and only to the extent that
                  any


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                  Total  Available  Funds  remain from which to make the payment
                  after   amounts  with  priority  to  that  payment  have  been
                  distributed.


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


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

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

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

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

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

                  (iii)    third,  the  balance of the Excess  Available  Income
                           (after  application  under  paragraphs  (i) and (ii))
                           must be applied to all Principal Draws which have not
                           been repaid as at that Quarterly Payment Date;

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

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

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

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


5.3      EXCESS DISTRIBUTION

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



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

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

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


5.4      INITIAL PRINCIPAL DISTRIBUTIONS

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

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

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

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

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

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

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

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

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


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

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


5.5      PRINCIPAL DISTRIBUTIONS PRIOR TO STEPDOWN DATE

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

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

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

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

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

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

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

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

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

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

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

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


5.6      PRINCIPAL DISTRIBUTIONS AFTER STEPDOWN DATE

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


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

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

                           (A)     that Class A Principal Distribution Amount;
                                   and

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

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

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

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


5.7      FINAL MATURITY DATE

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

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

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


5.8      REDRAWS

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

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

         (c)      On  each  Quarterly   Determination  Date  the  Manager  shall
                  determine an amount,  not  exceeding 2% of the total  Invested
                  Amount of all Notes,  which it reasonably  anticipates will be
                  required  in the  Quarterly  Collection  Period in which  that
                  Quarterly  Determination  Date occurs to fund further  Redraws
                  under Purchased  Receivables in addition to any prepayments of
                  principal that it  anticipates  will be received from Obligors
                  during that Quarterly  Collection  Period.  That amount,  from
                  time to time, less amounts withdrawn or deposited as described
                  in this clause 5.8, is called the REDRAW RETENTION AMOUNT. The



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                  Manager  shall  on the day of such  determination  advise  the
                  Trustee of the amount so determined.

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

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

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

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


5.9      DETERMINATION DATE - PAYMENT SHORTFALL

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

         (a)      the Payment Shortfall; and

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


5.10     ALLOCATING LIQUIDATION LOSSES

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

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

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

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


5.11     INSURANCE CLAIMS

         (a)      If, on any Monthly  Determination Date, the Manager determines
                  that  there  has  been a  Liquidation  Loss in  relation  to a
                  Purchased Receivable during the immediately  preceding Monthly
                  Collection  Period,  the Manager shall direct the Servicer (if
                  the Servicer has not


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                  already done so), promptly, and in any event so that the claim
                  is made  within  the  time  limit  specified  in the  relevant
                  Mortgage  Insurance  Policy  for  that  Purchased   Receivable
                  without the amount of the claim becoming  liable to be reduced
                  by  reason  of  delay,  to make a  claim  under  the  relevant
                  Mortgage Insurance Policy.

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


5.12     PAYMENTS BEFORE PAYMENT DATE

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

         (b)      The Manager must direct the Trustee to:

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


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

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


5.13     CHARGE OFFS

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

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

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

         (c)      if both the Class C Stated  Amount  and Class B Stated  Amount
                  are zero and any amount of that  excess  has not been  applied
                  under paragraph (b), reduce pari passu and rateably as between
                  the  Class A Notes  and the  Redraw  Facility  Agreement  with
                  respect to the balance of that excess:

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


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


5.14      PAYMENTS INTO US$ ACCOUNT

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

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


5.15      PAYMENTS  OUT OF US$  ACCOUNT

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

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

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

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

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

5.16      ROUNDING OF AMOUNTS

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


5.17     MANAGER'S REPORT

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


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

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


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5.19     PRESCRIPTION

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

5.20     ACCOUNTING PROCEDURES:  PRINCIPAL & INTEREST

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

5.21     REPLACEMENT OF CURRENCY SWAP

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

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

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

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

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

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

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

                           (B)     excess of the upfront  premium  payable  over
                                   the  Settlement  Amount will be  satisfied by
                                   the Trustee as a TRUST EXPENSE; and

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

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


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

5.22     NOTICE OF CALCULATIONS

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


5.23     BOND FACTORS

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

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


5.24     LOAN OFFSET INTEREST

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


6.       MASTER TRUST DEED AND SERVICING AGREEMENT
--------------------------------------------------------------------------------
6.1      COMPLETION OF DETAILS IN RELATION TO MASTER TRUST DEED

         (a)      (MANAGER FEE)

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

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

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

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


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

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

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

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

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

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

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

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

         (c)      (SERVICING FEE)

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

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

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

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

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


          (d)     (CUSTODIAN FEE)


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                  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  to be an
                          AUTHORISED INVESTMENT for the Trust;

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

                  (iii)   each investment must be denominated in A$;

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

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

                  (vi)    no  investment  may be sited in  Tasmania  unless  the
                          Trustee, the Manager and the Security Trustee so agree
                          in writing  and  subject to the  Manager  procuring  a
                          legal  opinion (for the benefit of (among  others) the
                          Trustee and the Security  Trustee)  stating that no ad
                          valorem stamp duty will be payable as a result of such
                          investment being sited in Tasmania;

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

                                    securities   which   are    "mortgage-backed
                                    securities"  within the  meaning of both the
                                    Duties Act,  1997 of New South Wales and the
                                    Duties Act, 2000 of Victoria.

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

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

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

                                     o   included within the definition of "pool
                                         of mortgages" under the Duties Act 2000
                                         of Victoria;

                  (ix)    the  reference to STAMP  DUTIES ACT,  1920 in the last
                          paragraph of that  definition  is deleted and replaced
                          with DUTIES ACT, 1997 and the reference to STAMPS ACT,
                          1958 in that  paragraph is deleted and  replaced  with
                          DUTIES ACT, 2000.

         (b)      Clause 1.1 - Authorised Signatory

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

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

         (c)      Clause 1.1 - Cedel Bank

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

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

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

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

                          (B) the definition of NOTEHOLDERS in clause 1.1,

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

         (d)      Clause 1.1 - Euroclear

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

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

         (e)      Clause 1.1 - Expenses

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

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

         (f)      Clause 1.1 - Extraordinary Resolution

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

                "Extraordinary Resolution" means, in relation to:

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

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

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

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

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

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

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

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

                                                 T =  the Total Invested Amount.

         (g)      Clause 1.1 - Definitions

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

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

                           AUSTRACLEAR means Austraclear Limited.

                           AUSTRACLEAR   REGULATIONS   means   the   regulations
                           published by Austraclear.

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

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

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

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

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

                           REPRESENTATIVE means:

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

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

         (h)      Clause 1.1 - Guaranteed Investment Contract

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

         (i)      Clause 1.1 - Residual Capital Beneficiary

                  New definitions are inserted as follows:

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

         (j)      Clause 1.1 - Residual Capital Unit

                  New definitions are inserted as follows:

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

         (k)      Clause 1.1 - Residual Income Beneficiary


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                  New definitions are inserted as follows:

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

         (l)      Clause 1.1 - Residual Income Unit

                  New definitions are inserted as follows:

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

         (m)      Clause 1.1 - Residual Capital Unit

                  New definitions are inserted in clause 1.1 as follows:

                  RESIDUAL CAPITAL 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 relating to a Trust in
                               respect of an A$ Note; and

                          (b)  each Class A Note issued by a Trust,

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

                  4.2      LEGAL NATURE OF NOTES

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


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

                  4.3      TERMS OF NOTES

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

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

                  4.4      INTEREST AND PRINCIPAL ENTITLEMENT OF NOTEHOLDERS

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

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

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

                  4.5      NOTES NOT INVALID IF ISSUED IN BREACH

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

                  4.6      LOCATION OF A$ NOTES

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

                  4.7      NO DISCRIMINATION BETWEEN NOTEHOLDERS

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

                  4.8      NOTE REGISTER

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

         (p) Clause 5.3 - Ranking of interest of Beneficiary


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                  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 A$ Notes only:

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

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

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

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

         (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:


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                  7.       TRANSFER OF NOTES

                  7.1      NO RESTRICTIONS ON TRANSFER OF NOTES

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

                  7.2      MINIMUM TRANSFER

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

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

                                   (ii)     the  offer  or   invitation  to  the
                                            transferee  by the A$  Noteholder in
                                            relation to the A$ Notes is an offer
                                            or invitation  that will not require
                                            disclosure  under  Part  6D.2 of the
                                            Corporations Act 2001 (Cth).

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

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

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

                  7.3      FORM OF TRANSFER

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

                  7.4      EXECUTION OF NOTE TRANSFER

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

                  7.5      STAMPING OF NOTE TRANSFER

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

                  7.6      DELIVERY OF NOTE TRANSFER TO TRUSTEE

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


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                  7.7      REGISTRATION OF TRANSFEREE AS A$ NOTEHOLDER

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

                  7.8      TRUSTEE ENTITLED TO REFUSE TO REGISTER NOTE TRANSFER

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

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

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

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

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

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

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

                  7.9      REFUSAL TO REGISTER ABSOLUTE

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

                  7.10     NO FEE FOR REGISTRATION OF A NOTE TRANSFER

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

                  7.11     TAKING EFFECT OF NOTE TRANSFERS

                           (a)  (NOTE TRANSFER NOT EFFECTIVE UNTIL REGISTRATION)
                                A Note Transfer  shall  not  take  effect  until
                                registered   by  the    Trustee  and  until  the
                                transferee  is entered  in the  Register  as the
                                holder of the A$ Notes  which are the subject of
                                the Note Transfer,  the  transferor shall remain
                                the holder of those A$ Notes.

                           (b)  (TRANSFER RECEIVED WHEN REGISTER CLOSED)  When a
                                Note Transfer is received by  the Trustee during
                                any period when the  Register is  closed for any
                                purpose,  the Trustee  shall  not  register  the
                                Note Transfer  until the  Business Day after the
                                day on which that Register is reopened.

                  7.12     RIGHTS AND OBLIGATIONS OF TRANSFEREE

                           Subject to this  Master  Trust Deed and the  relevant
                           Supplementary Terms Notice, a transferee of A$ Notes,
                           on being  noted in the  Register as the holder of the
                           A$  Notes,   shall  have  the  following  rights  and
                           obligations:

                           (a)  (THOSE OF THE  TRANSFEROR)  all the  rights and
                                the obligations which the transferor previously
                                had; and


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                           (b)   (THOSE  UNDER MASTER TRUST DEED) all the rights
                                 and obligations of an A$ Noteholder as provided
                                 by this  Master  Trust  Deed  and the  relevant
                                 Supplementary Terms Notice as if the transferee
                                 was  originally  a party to this  Master  Trust
                                 Deed and that Supplementary Terms Notice.

                  7.13     PAYMENTS TO TRANSFEREE

                           Subject to this Master Trust Deed  (including  clause
                           32.1 of the  Master  Trust  Deed),  on the entry of a
                           transferee   of  A$  Notes  in  the   Register,   the
                           transferee  shall  become  entitled  to  receive  any
                           payments  then due or  which  may  become  due to the
                           holder of the relevant A$ Notes (including whether or
                           not the entitlement to payment wholly or partly arose
                           or  accrued  prior to the  transfer  and the  Trustee
                           shall be discharged  for any such payment made to the
                           transferee).

                  7.14     TRANSMISSION OF ENTITLEMENTS

                           (a)   (ELECTION) Any person  becoming  entitled to an
                                 A$  Note  as a  result  of  the  death,  mental
                                 incapacity  or  bankruptcy  of an A$ Noteholder
                                 may, on producing  such evidence as the Trustee
                                 requires  of  their  entitlement,  elect  to be
                                 either  registered  as  the  A$  Noteholder  in
                                 respect of the relevant A$ Notes or to transfer
                                 the  relevant  A$ Notes to a third party in the
                                 manner specified in this clause.

                           (b)   (METHOD  OF  ELECTION)  If an  entitled  person
                                 elects to be registered  as the A$  Noteholder,
                                 the  person  shall  deliver  to the  Trustee  a
                                 notice in writing to this effect  signed by the
                                 person.  If the person  elects to have  another
                                 person  registered  he or she  shall  execute a
                                 Note  Transfer in  relation to the  relevant A$
                                 Notes in favour of that other  person.  All the
                                 provisions  of this  Master  Trust Deed and the
                                 relevant Supplementary Terms Notice relating to
                                 the  transfer of A$ Notes and the  registration
                                 of Note  Transfers  shall be  applicable to any
                                 such  notice or Note  Transfer as if the death,
                                 mental  incapacity  or  bankruptcy  of  the  A$
                                 Noteholder  had not  occurred and the notice or
                                 Note Transfer was a Note  Transfer  executed by
                                 the A$ Noteholder.

                           (c)   (DISCHARGE) A person entitled to A$ Notes under
                                 this  clause  shall be  entitled to receive and
                                 may  give  a  good  discharge  for  all  moneys
                                 payable in respect of such A$ Notes but, except
                                 as otherwise provided by this Master Trust Deed
                                 and the relevant  Supplementary  Terms  Notice,
                                 shall not be  entitled  to any of the rights or
                                 privileges of an A$ Noteholder unless and until
                                 the person is entered  in the  Register  as the
                                 holder of those A$ Notes.

                  7.15     MARKED NOTE TRANSFER

                           (a)   (ENTITLEMENT  TO MARKING) An A$ Noteholder  may
                                 from  time  to  time  request  the  Trustee  to
                                 provide  the A$  Noteholder  with a Marked Note
                                 Transfer.

                           (b)   (MARKING)  The A$  Noteholder  shall  deliver a
                                 Note  Transfer  to the  Trustee and the Trustee
                                 shall mark the Note  Transfer in such manner as


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                                 agreed from time to time by the Trustee and the
                                 Manager   and   issue   the   same  to  the  A$
                                 Noteholder.

                           (c)   (TRUSTEE WILL NOT REGISTER  TRANSFER) Until the
                                 expiry of 90 days (or any substitute  period as
                                 the Trustee and Manager agree from time to time
                                 and as advised to A$ Noteholders) from the date
                                 on which  the Note  Transfer  was  marked,  the
                                 Trustee  shall not  register any transfer of A$
                                 Notes  relating  to the  Marked  Note  Transfer
                                 otherwise than on that Marked Note Transfer.

                           (d)   (NO  EXTENSION  BY  CLOSING  OF  REGISTER)  The
                                 period referred to in  sub-paragraph  (c) shall
                                 not be extended by the closing of the  Register
                                 for any purpose.

                           (e)   (DELIVERY)  A  Marked  Note  Transfer  shall be
                                 issued to an A$ Noteholder by personal delivery
                                 at the  time  the  A$  Noteholder  attends  the
                                 offices of the  Trustee  (or such  other  place
                                 nominated  by the  Trustee)  for the marking of
                                 the Note Transfer by the Trustee.

                  7.16     RELIANCE ON DOCUMENTS

                           The  Trustee  shall be  entitled to accept and assume
                           the authenticity and genuineness of any Note Transfer
                           or other  document  produced to it and to assume that
                           any Note  Transfer or other  document  produced to it
                           has been  duly  executed.  The  Trustee  shall not be
                           bound to enquire into the authenticity or genuineness
                           of any Note Transfer or other document,  nor shall it
                           incur any liability for registering any Note Transfer
                           which is  subsequently  discovered to be a forgery or
                           otherwise  defective,  unless the  Trustee had actual
                           notice  of such  forgery  or  defect  at the  time of
                           registration of such Note Transfer.

                  7.17     SPECIMEN SIGNATURES

                           The  Trustee  may  (but  need  not)  require  each A$
                           Noteholder to submit specimen  signatures (and in the
                           case of a corporation may require those signatures to
                           be authenticated by the secretary or director of such
                           A$ Noteholder) of persons  authorised to execute Note
                           Transfers on behalf of such A$  Noteholder  and shall
                           be  entitled  to  assume   (until   notified  to  the
                           contrary) that such authority has not been revoked.

                  7.18     NOTES LODGED WITH AUSTRACLEAR

                           If A$ Notes are lodged into the  Austraclear  System,
                           the Trustee shall enter  Austraclear  in the Register
                           as the holder of those A$ Notes. While those A$ Notes
                           remain in the Austraclear System:

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

                           (b)   all dealings (including transfers) and payments
                                 in  relation  to  those  A$  Notes  within  the
                                 Austraclear  System  will  be  governed  by the
                                 Austraclear  Regulations  and need  not  comply
                                 with  this  clause  7  to  the  extent  of  any
                                 inconsistency.


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         (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 A$ Notes,  as soon
                                    as  practicable  (and in any  event no later
                                    than 5 Business Days or such shorter  period
                                    specified  in  the  relevant   Supplementary
                                    Terms Notice or as  otherwise  agreed by the
                                    Trustee  with  the  person  or the  Manager)
                                    thereafter,  the Trustee  shall issue a Note
                                    Acknowledgement to that person in respect of
                                    those  A$  Notes.  If the  person  has  been
                                    entered  into  the  Register  under  a  Note
                                    Transfer  and the  transferor  continues  to
                                    retain a holding  of A$ Notes,  the  Trustee
                                    shall,  within the same period stated above,
                                    issue    to    the    transferor    a   Note
                                    Acknowledgement  in respect of that retained
                                    holding of A$ Notes. No certificates will be
                                    issued in respect of A$ Notes.

                           7A.2     NOTE ACKNOWLEDGEMENT NOT CERTIFICATE OF
                                    TITLE

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

                           7A.3     EXECUTION OF NOTE ACKNOWLEDGEMENT

                                    Each Note Acknowledgement shall be signed on
                                    behalf  of  the  Trustee  manually,   or  in
                                    facsimile by mechanical or electronic means,
                                    by any Authorised  Signatory of the Trustee.
                                    If any  Authorised  Signatory of the Trustee
                                    whose   signature    appears   on   a   Note
                                    Acknowledgement  dies or otherwise ceases to
                                    be an Authorised  Signatory  before the Note
                                    Acknowledgement has been issued, the Trustee
                                    may    nevertheless     issue    the    Note
                                    Acknowledgement.

                           7A.4     MORE THAN ONE NOTE ACKNOWLEDGEMENT

                                    If an A$  Noteholder  wishes to receive more
                                    than  one  Note   Acknowledgement  it  shall
                                    return  its  Note   Acknowledgement  to  the
                                    Trustee  and at the  same  time  request  in
                                    writing the issue of a  specified  number of
                                    separate Note  Acknowledgements.  Subject to
                                    clause 4.5,  the  Trustee  shall then cancel
                                    the original Note Acknowledgement and issue,
                                    in lieu, separate Note  Acknowledgements.  A
                                    fee prescribed by the Trustee (not exceeding
                                    $10 for each Note Acknowledgement)  shall be
                                    paid by the A$ Noteholder to the Trustee.


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                           7A.5     WORN OUT, DEFACED OR LOST NOTE
                                    ACKNOWLEDGEMENT

                                    If any Note  Acknowledgement  is worn out or
                                    defaced  then, on production to the Trustee,
                                    the  Trustee  may  cancel  the  same and may
                                    issue  a new  Note  Acknowledgement.  If any
                                    Note  Acknowledgement  is lost or  destroyed
                                    then,  on proof to the  satisfaction  of the
                                    Trustee,   and  on  such  indemnity  as  the
                                    Trustee may  consider  adequate  having been
                                    given, a new Note  Acknowledgement  shall be
                                    given to the person entitled to such lost or
                                    destroyed Note Acknowledgement.  An entry as
                                    to the issue of the new Note Acknowledgement
                                    and of the  indemnity (if any) shall be made
                                    in the  Register.  A fee  prescribed  by the
                                    Trustee (not exceeding $10) shall be paid by
                                    the   person   requesting   the   new   Note
                                    Acknowledgement to the Trustee.

                           7A.6     JOINT HOLDINGS

                                   If a  single  parcel  of A$  Notes is held by
                                   more than one person,  only the person  whose
                                   name stands first in the Register in relation
                                   to that  parcel of A$ Notes shall be entitled
                                   to:

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

                                   (b)  be given any notices; and

                                   (c)  be paid any  moneys  due in  respect  of
                                        such A$ Notes.

                           7A.7     DELIVERY OF NOTE ACKNOWLEDGEMENT

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

         (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

                  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


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                  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
                          related  Receivable Right will be subject to any right
                          of  rescission,   set  off,  counterclaim  or  similar
                          defence.

                  (vi)    (COMPLIANCE WITH LAWS) At the time each Receivable and
                          Receivable  Security  which is  specified  in the Sale
                          Notice and each Related  Security was entered into and
                          up to and  including  the Closing Date, it complied in
                          all material respects with applicable laws, including,
                          without   limitation,   where  the   Consumer   Credit
                          Legislation  applies,  the Consumer Credit Legislation
                          and the  performance  by the  Approved  Seller  of its
                          obligations  in  respect  of  each  such   Receivable,
                          Receivable  Security and Related  Security  (including
                          without limitation, its variation, discharge, release,
                          administration,  servicing and  enforcement) up to and
                          including  the Closing  Date  complied in all material
                          respects  with  applicable  laws  including,   without
                          limitation,  where  the  Consumer  Credit  Legislation
                          applied, the Consumer Credit Legislation.

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                  (vii)   (OWNERSHIP)  In relation to each  Receivable  Security
                          which is specified  in the Sale  Notice,  the relevant
                          Obligor(s)  is or are  the  sole  legal  owner  of the
                          relevant Mortgaged Property and registered as the sole
                          proprietor(s) of the relevant Mortgaged Property.

                  (viii)  (INSURANCE)  Each Receivable which is specified in the
                          Sale  Notice is the  subject of a  Mortgage  Insurance
                          Policy from a Mortgage  Insurer for the scheduled term
                          of that  Receivable for the amount of that  Receivable
                          and which is not subject to the Pool Policy.  The sale
                          of each such Receivable to the Trustee is not contrary
                          to  the  relevant  Mortgage   Insurance  Policy.   The
                          Approved Seller has not done or omitted to do anything
                          which might  prejudicially  affect or limit its rights
                          or the rights of the Trustee  under or in respect of a
                          Mortgage  Insurance  Policy  (including the payment of
                          any premiums due under that Mortgage Insurance Policy)
                          to  the  extent  that  those  rights  relate  to  that
                          Receivable  or  the  related   Receivable  Rights.  On
                          transfer  to  the  Trustee  of  equitable  title  to a
                          Purchased Receivable:

                          (A)      the  Trustee  will  have the  benefit  of the
                                   relevant  Mortgage  Insurance Policy for that
                                   Receivable; and

                          (B)      the  Approved  Seller will  procure  that the
                                   Trustee  receives  evidence of each  Mortgage
                                   Insurer's acknowledgement of the transfer.

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

                  (x)     (SOLVENCY  OF  OTHER  INSURERS)  The  officers  of the
                          Approved  Seller  who  have   responsibility  for  the
                          transactions contemplated by the Transaction Documents
                          do not have actual  notice that any insurer  under any
                          insurance  policy (other than a Mortgage Insurer under
                          any  Mortgage  Insurance  Policy)  in  relation  to  a
                          Receivable  is  insolvent  or will be  unable to pay a
                          valid claim.

                  (xi)    (SELECTION  PROCESS)  There is no  fraud,  dishonesty,
                          material  misrepresentation  or negligence on the part
                          of  the  Approved   Seller  in  connection   with  the
                          selection and offer to the Trustee of any  Receivables
                          or related Receivable Securities which is specified in
                          the Sale Notice.

                  (xii)   (NO  VOID   TRANSACTIONS)   The   assignment   of  the
                          Receivables which are specified in the Sale Notice and
                          Receivable Rights will not be held by a court to be an
                          undervalue  transfer,  a fraudulent  conveyance,  or a
                          voidable   preference   under  any  law   relating  to
                          insolvency.

                  (xiii)  (SECURITY  INTEREST) The sale, transfer and assignment
                          of the Approved  Seller's  interest in the Receivables
                          which are specified in the Sale Notice and the related
                          Receivable Rights, will not constitute a breach of any
                          Relevant Document or the Approved Seller's obligations
                          or a default by the Approved Seller under any Security
                          Interest.

                  (xiv)   (RELEVANT  DOCUMENTS) The Approved Seller holds in its
                          possession  or control  all  Relevant  Documents  that
                          relate to the Receivables  and the related  Receivable

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                          Securities  which  are  specified  in the Sale  Notice
                          necessary  to register and enforce the  provisions  of
                          and the security  created by the  relevant  Receivable
                          Securities.

                  (xv)    (SOLVENCY) The Approved Seller is solvent,  is able to
                          pay its debts as and when they  become due and payable
                          and has no notice of, nor taken any steps in  relation
                          to, any application or order for its winding up or the
                          appointment  of a receiver or  liquidator to it or any
                          of its assets.

                  (xvi)   (NO  RESCISSION,  ETC) As at the Cut-Off Date, none of
                          the Receivables and none of the Receivable  Securities
                          which are specified in the Sale Notice were satisfied,
                          cancelled,  discharged  or rescinded and the Mortgaged
                          Property  relating  to each  relevant  Receivable  and
                          Receivable  Security  had not been  released  from the
                          security of the relevant Receivable Securities.

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

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

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

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

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

                  (xxii)  (NO NOTICE OF  BANKRUPTCY  OR WINDING  UP) At the time
                          each Receivable and each Receivable  Security which is
                          specified in the Sale Notice and each Related Security
                          was  entered  into at any time  prior  to the  Closing
                          Date, the Approved  Seller had not received any notice
                          of any  insolvency,  bankruptcy or  liquidation of the
                          Obligor(s)  or any  guarantors  or security  providers
                          (except  that  if  a  Receivable  is  in  Arrears  but
                          complies with the Eligibility Criteria,  the fact that
                          it is in  Arrears  is not in and of  itself  notice of
                          insolvency) or any notice that any such person did not
                          have the legal  capacity  to enter  into the  relevant
                          Mortgage.

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                  (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:

                          (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


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                              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 the relevant Mortgage  Insurance Policy
                          which  may  only be done or not  done (as the case may
                          be) by a  credit  provider  for  the  purposes  of the
                          Consumer Credit Legislation.

         (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


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

                  (i)     (FILING)   make  all  filings  which  the  Manager  is
                          actually  aware are  required in  connection  with the
                          Trust or the Assets of the Trust with any Governmental
                          Agency in any jurisdiction;

                  (ii)    (COMPLY WITH  OBLIGATIONS  AND LAWS)  promptly  comply
                          with all other duties and  obligations  imposed on the
                          Manager by the  Transaction  Documents  in relation to
                          the Trust and comply with all relevant  material  laws
                          in the  relevant  jurisdiction  in  carrying  out such
                          duties and obligations;

                  (iii)   (NOTIFICATION  TO DESIGNATED  RATING  AGENCIES) notify
                          the Designated  Rating  Agencies that a Class of Notes
                          has been fully and finally redeemed when the aggregate
                          Invested  Amount  of that  Class  of  Notes  has  been
                          reduced to zero; and

                  (iv)    (STEP-UP  MARGIN) if a Step-Up  Margin  applies to any
                          Note under clause 4.9, not direct the Trustee to enter
                          into or extend a Transaction  under an Interest  Hedge
                          (as defined in the relevant Interest Hedge) unless the
                          Manager is of the opinion that the amounts  payable by
                          the provider of that Interest  Hedge to the Trustee in
                          relation  to  the   Transaction  are  calculated  with
                          reference to that Step-Up Margin.

         (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 16.4 - Voluntary Retirement

                  For the  purposes  of this  Trust,  clause  16.4 of the Master
                  Trust  Deed is  amended  by  deleting  the  number  "120"  and
                  replacing it with the number "90".

         (hh)     Clause 16.6 - Trustee  to   act  as  Manager  if  no successor
                  appointed

                  Clause 16.6 of the Master  Trust Deed shall be  replaced  with
                  the following:

                  (a)     When a  notice  is  given  under  clause  16.4 of this
                          Master  Trust Deed,  the Trustee  shall be entitled to
                          appoint  some other  corporation  to be the Manager of
                          the Trust on any terms the Trustee sees fit (including
                          the amount of  Manager's  Fee that would be payable to
                          the replacement Manager at market rates) provided that
                          the terms of that appointment will not have an adverse
                          affect on the ratings of the Notes.

                  (b)     Subject to paragraph  (c) below,  until a  replacement
                          Manager is appointed  under  paragraph (a) above,  the
                          Manager  must  continue  to  act  as  Manager  and  be
                          entitled to the Manager's Fee while so acting.

                  (c)     If a  replacement  Manager is not appointed at the end
                          of the period of notice  specified  in a notice  given
                          under clause 16.4 of this Master Trust Deed:

                          (i)      the   Trustee   must   itself   perform   the
                                   obligations  and  functions  which  this Deed
                                   contemplates  being performed by the Manager,
                                   until a  successor  Manager is  appointed  in
                                   accordance  with this Deed and be entitled to
                                   the Manager's Fee while so acting; and


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                          (ii)  the  resignation  of  the  Manager  will  become
                                effective.

         (ii)     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

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

                  Clause 18.3 of the Master Trust Deed is amended by:

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

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

                                    (REMOVAL   OF  THE   TRUSTEE'S   AGENTS   OR
                                    DELEGATES)  as  soon as  practicable  in any
                                    event   within  45  days'  notice  from  the
                                    Manager  to  do  so,  remove  any  agent  or
                                    delegate of the Trustee  that  breaches  any
                                    obligation  or duty  imposed on the  Trustee
                                    under  this  Master  Trust Deed or any other
                                    Transaction  Document  in  relation  to  the
                                    Trust  provided that the Manager  reasonably
                                    believes  such  breach  will have a Material
                                    Adverse Effect.

         (kk)     Clause 21.1 - Opening of bank accounts

                  For the  purposes  of this Trust, clause 21.1(d) of the Master
                  Trust Deed is amended by:

                  (i)     adding the words other than a Collection Account after
                          the words "if an  Account"  in line 1 of that  clause;
                          and

                  (ii)    adding the following new clause 21.1(e):

                          (e)     (CHANGE BANK ACCOUNTS) If a Collection Account
                                  is  held  with a Bank  which  ceases  to be an
                                  Approved Bank then the Manager must direct the
                                  Trustee to, and the Trustee shall,  as soon as
                                  practicable,  and in any event,  within 2 days
                                  of receipt of actual notice of that cessation;

                                  (i)      commence  opening an account  with an
                                           Approved  Bank  (the  NEW  COLLECTION
                                           ACCOUNT); and

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

                                  and as soon as  practicable  (and in any event
                                  within 5  Business  Days of  receipt of actual
                                  notice  of that  cessation)  ensure  that  all
                                  funds standing to the credit of the Collection
                                  Account  have  been  transferred  to  the  New
                                  Collection Account.

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

         (ll)     Clause 23.9 - No responsibility for Servicer

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                  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."

         (mm)     Clause 24 - Income Entitlements and Payments

                  For the purposes of this Trust clause 24  of the  Master Trust
                  Deed is deleted and a new clause 24 inserted as follows:

                  24. INCOME ENTITLEMENTS AND PAYMENTS

                  24.1     CASHFLOW ALLOCATION METHODOLOGY

                          Collections  in relation to a Trust and other  amounts
                          credited to the Collection Account for that Trust will
                          be  allocated by the Manager on behalf of the Trustee,
                          and paid by the  Trustee,  as directed by the Manager,
                          in accordance with the Supplementary  Terms Notice for
                          that Trust.

                  24.2     INCOME OF THE TRUST

                          For each  Financial  Year in  respect  of a Trust  the
                          Manager will  ascertain the following on behalf of the
                          Trustee:

                          (a)      the net  income of that  Trust in  accordance
                                   with  section  95(1) of the Taxation Act (the
                                   TAX INCOME); and

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

                  24.3     INCOME ENTITLEMENT

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

                          (a)      (PRESENT  ENTITLEMENT)  the  Residual  Income
                                   Beneficiary  shall,  as at the  end  of  each
                                   Financial  Year  for  that  Trust,   have  an
                                   absolute vested interest in, and be presently
                                   entitled to, the income of that Trust; and

                          (b)     (APPLICATION OF  INCOME)  unless  the  Trustee
                                  otherwise determines,  having  regard  to  any
                                  relevant  taxation  or other  implications for
                                  the Trustee (disregarding  for these  purposes
                                  any possible operation of clause 24.4) or both
                                  for any Financial Year for that Trust, for the
                                  purposes  of  paying,  applying, distributing,
                                  setting aside or allocating any income for the
                                  benefit of the Residual Income  Beneficiary in
                                  accordance  with  the terms  of  this  deed in
                                  respect of  that  Financial Year,  the  income
                                  that is to be so paid,  applied,  distributed,
                                  set aside or allocated  shall be  whichever is
                                  the   greater   of   the  Tax  Income or  the
                                  Accounting Income for that Financial Year.

                  24.4     DISTRIBUTION OF EXCESS TAX INCOME

                          For the avoidance of doubt,  in the event that the Tax
                          Income  exceeds  the  income  of  the  Trust  for  the
                          purposes  of  clause   24.3(a)  for  a  Trust  in  any
                          Financial  Year for that Trust  then,  notwithstanding
                          anything to the contrary in this deed,  provided


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                          there is an amount to  which  clause 24.3(a)  applies,
                          the    Manager  must  direct the  Trustee  to, and the
                          Trustee shall,  so far as  possible,  ensure that such
                          excess is allocated to the Residual Income Beneficiary
                          of that  Trust for  that Financial Year and shall take
                          such  action  as is necessary to  give effect  to this
                          clause.

                  24.5    PAYMENTS TO BENEFICIARIES

                          (a)      (DISTRIBUTABLE  INCOME  DUE  AS AT  CLOSE  OF
                                   FINANCIAL  YEAR) The  income of a Trust for a
                                   Financial  Year (to the extent not previously
                                   distributed)  shall,  subject to clause 24.7,
                                   constitute  a debt  due as at the end of that
                                   Financial  Year by the  Trustee as trustee of
                                   the Trust to each Residual Income Beneficiary
                                   of that Trust who is  entitled  to the income
                                   under  clause  24.3(a) and shall,  subject to
                                   clause 24.7, be payable under clause 24.5(b).

                          (b)      (PAYMENT) Subject to clause 24.7, the Trustee
                                   may make interim  distributions of the income
                                   of a Trust to  the relevant  Residual  Income
                                   Beneficiary in  accordance  with the terms of
                                   the  Supplementary  Terms   Notice  for  that
                                   Trust and shall as soon as  practicable after
                                   the  end  of a  Financial  Year  transfer  an
                                   amount  representing the income of that Trust
                                   (to the  extent not  previously  distributed)
                                   from the  central  bank account of that Trust
                                   to the bank  accounts of each Residual Income
                                   Beneficiary of  that Trust as directed by the
                                   relevant Beneficiary.

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

                  24.6     APPLICATION OF TRUST INCOME

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

                          (b)      If the Trustee fails to effectively  allocate
                                   any excess to a Residual  Income  Beneficiary
                                   in  accordance  with clause  24.4,  then such
                                   excess  shall  vest or be deemed to be vested
                                   in that Residual Income Beneficiary.

                          (c)      For  the   purposes   of  this   clause  24.6
                                   references  to income  of that  Trust for any
                                   Financial Year shall be to the greater of the
                                   Tax Income or the Accounting  Income for that
                                   Financial Year.


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                  24.7    SUBORDINATION OF RESIDUAL INCOME BENEFICIARY
                          ENTITLEMENTS

                          (a)      No moneys  may be paid out of a Trust  during
                                   a  Financial  Year   to  a  Residual   Income
                                   Beneficiary  under  clause 24.5, whilst there
                                   is any amount due,  but  unpaid,  which is in
                                   accordance  with   clause  24.1 to be paid in
                                   priority  to  those  amounts  and  before the
                                   Trustee is  satisfied,  after consulting with
                                   the Manager,  that  sufficient  allowance has
                                   been  made  for  those  priority  amounts  in
                                   relation to  that Trust, accruing during that
                                   Financial  Year.  To the extent that there is
                                   an amount payable  under clause 24.1 which is
                                   to  be   paid  in  priority  to  the  amounts
                                   payable  to a  Residual  Income  Beneficiary,
                                   that Residual Income  Beneficiary directs the
                                   Trustee  to  meet the  amount  payable  under
                                   clause  24.1  as  an   application   of  that
                                   Residual Income Beneficiary's  entitlement to
                                   the income of that Trust.

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

                  24.8     INSUFFICIENT MONEYS

                          If after the  application of the provisions of clauses
                          24.1 and 24.3 there is insufficient money available to
                          the  Trustee  in  respect  of a Trust  to pay the full
                          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 clauses  24.3(b)
                          and 24.4.

         (nn)     Clause 28 - Asset Register

                  For the  purposes of this Trust  clause 28 of the Master Trust
                  Deed is deleted and a new clause 28 inserted as follows:

                  28.      THE REGISTER

                          28.1      DETAILS TO BE KEPT ON REGISTER

                                   The Trustee  shall keep or cause to be kept a
                                   register with respect to the Trust,  on which
                                   shall be entered:

                                  (a)      the following information relating to
                                           the Trust:

                                          (i) (NAME) the name of the Trust;


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                                          (ii)   (CREATION)   the  date  of  the
                                                 creation of the Trust;

                                  (b)     the following  information relating to
                                          each A$ Note issued in relation to the
                                          Trust:

                                          (iii)    (CLASS)  the Class of that A$
                                                   Note;

                                          (iv)     (NOTE  ISSUE  DATES) its Note
                                                   Issue Date;

                                          (v)      (INITIAL INVESTED AMOUNT) the
                                                   total Initial Invested Amount
                                                   of all A$  Notes  of the same
                                                   Class and the  total  Initial
                                                   Invested  Amount  of  all  A$
                                                   Notes;

                                          (vi)     (INVESTED     AMOUNT)     its
                                                   Invested  Amount from time to
                                                   time;

                                          (vii)    (STATED  AMOUNT)  its  Stated
                                                   Amount from time to time;

                                          (viii)   (SUPPLEMENTARY TERMS) details
                                                   of any supplementary
                                                   terms applicable to it;

                                          (ix)     (DATE OF  ENTRY)  the date on
                                                   which a person was entered as
                                                   the holder of that A$ Note;

                                          (x)      (DATE OF CESSATION)  the date
                                                   on which a person  ceased  to
                                                   be a holder of that A$ Note;

                                          (xi)     (DETAILS)  where  applicable,
                                                   Payment   Dates,    Principal
                                                   Amortisation Dates,  Maturity
                                                   Dates  and  Margin on that A$
                                                   Note; and

                                          (xii)    (PAYMENTS)  a record  of each
                                                   payment  made in  respect  of
                                                   that A$ Note, and

                                  (c) the following information relating to each
                                      A$ Noteholder:

                                          (xiii)   (DETAILS OF NOTEHOLDERS) that
                                                   A$   Noteholder's   name  and
                                                   address;

                                          (xiv)    (NUMBER   OF  A$  NOTES)  the
                                                   number  of A$  Notes  in each
                                                   Class   held   by   that   A$
                                                   Noteholder;

                                          (A)      (NOTE   ACKNOWLEDGEMENT)  the
                                                   serial  number  of each  Note
                                                   Acknowledgement   issued   to
                                                   that  A$  Noteholder  and the
                                                   number  and  Class  of the A$
                                                   Notes  to  which   that  Note
                                                   Acknowledgement relates;

                                          (B)      (ACCOUNT)   the   account  to
                                                   which  any  payments  due  to
                                                   that A$ Noteholder  are to be
                                                   made (if applicable);

                                          (C)      (TAX FILE NUMBER) a record of
                                                   whether  the  Trustee  has or
                                                   has not received the tax file
                                                   number  (TFN),  ABN or reason
                                                   for TFN exemption, in respect
                                                   of that A$ Noteholder; and

                                          (D)      (ADDITIONAL INFORMATION) such
                                                   other information as:

                                                   (i)  is required by the
                                                        Supplementary
                                                        Terms Notice;

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                                                  (ii)  the Trustee considers
                                                        necessary or desirable;
                                                        or

                                                 (iii)  the Manager reasonably
                                                        requires.

                          28.2     ASSET REGISTER

                                   The Trustee shall keep or cause to be kept an
                                   asset register with respect to the Trust,  in
                                   which   shall  be  entered   the   Authorised
                                   Investments  and  other  Assets  of the Trust
                                   (other  than  Purchased  Receivables  and the
                                   related  Receivable  Rights) entered into the
                                   relevant  asset  register  on  an  individual
                                   basis.

                          28.3     PLACE OF KEEPING REGISTER, COPIES AND ACCESS

                                   The Register shall be:

                                   (a)      (PLACE  KEPT) kept at the  Trustee's
                                            principal  office  in  Sydney  or at
                                            such  place as the  Trustee  and the
                                            Manager may agree;

                                   (b)      (ACCESS TO MANAGER AND AUDITOR) open
                                            to the  Manager  and the  Auditor of
                                            the  Trust to which  it  relates  to
                                            inspect   during   normal   business
                                            hours;

                                   (c)      (INSPECTION BY A$ NOTEHOLDERS)  open
                                            for  inspection  by  A$  Noteholders
                                            during  normal  business  hours  but
                                            only  in  respect   of   information
                                            relating  to that A$  Noteholder  or
                                            the Class of A$ Notes in  respect of
                                            which  that  A$   Noteholder   is  a
                                            Noteholder; and

                                   (d)      (NOT FOR COPYING)  unavailable to be
                                            copied by any person (other than the
                                            Manager)  except in compliance  with
                                            such terms and  conditions  (if any)
                                            as the  Manager and Trustee in their
                                            absolute  discretion  nominate  from
                                            time to time.

                          28.4      DETAILS ON REGISTER CONCLUSIVE

                                   (a)      (RELIANCE ON  REGISTER)  The Trustee
                                            shall  be  entitled  to  rely on the
                                            Register  in clause  28.1 as being a
                                            correct,   complete  and  conclusive
                                            record of the  matters set out in it
                                            at any time and  whether  or not the
                                            information shown in the Register is
                                            inconsistent    with    any    other
                                            document, matter or thing.

                                   (b)     (NO TRUSTS ETC) The Trustee shall not
                                           be obliged to  enter on  the Register
                                           notice   of   any   trust,   Security
                                           Interest    or    other     interest
                                           whatsoever  in  respect  of  any Note
                                           and the Trustee shall  be entitled to
                                           recognise   person   named   in   the
                                           Register  as  the A$  Noteholder  and
                                           the  absolute  owner  of  relevant A$
                                           Notes and the  Trustee  shall  not be
                                           bound  or   affected   by  any  trust
                                           affecting  the  ownership  of  any A$
                                           Note  unless  ordered  by a  court or
                                           required by statute.

                                   (c)     (REGISTER  NOT  TO  BE  SIGNED)   The
                                           Trustee  shall  ensure  that it  does
                                           not  sign or  otherwise  execute  any
                                           entry in a Register.


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                  28.5  CLOSING OF REGISTER

                        The Trustee may:

                        (a)   without prior notice to any  Noteholder  close the
                              Register established under clause 28.1:

                              (i)   in  relation  to all A$ Notes,  each  period
                                    from the close of business  (Sydney time) on
                                    the Business Day preceding each Payment Date
                                    in  respect  of such A$  Notes  to  close of
                                    business on that Payment Date; or

                              (ii)  when required for the Auditor to conduct any
                                    audit in relation to the Trust; or

                        (b)   with prior notice to each A$ Noteholder, close the
                              Register for other  periods not  exceeding 30 days
                              (or such  other  period of time as agreed  between
                              the Trustee and the Manager,  with the approval of
                              an Extraordinary  Resolution of the relevant Class
                              of A$ Noteholders),  in aggregate, in any calendar
                              year.

                  28.6  ALTERATION OF DETAILS ON REGISTER

                        On the Trustee  being  notified of any change of name or
                        address or payment or other details of any A$ Noteholder
                        by that A$  Noteholder,  the  Trustee  shall  alter  the
                        Register accordingly,  as soon as reasonably practicable
                        (and in any event  within 5 Business  Days of receipt of
                        that notice).

                  28.7  CERTIFICATION OF REGISTER

                        If:

                        (a)   an entry is omitted from the Register;

                        (b)   an entry is made in the Register otherwise than in
                              accordance  with  the  Master  Trust  Deed or this
                              Supplementary Terms Notice;

                        (c)   an entry wrongly exists in the Register;

                        (d)   there is an  error,  omission,  misdescription  or
                              defect in any entry in the Register; or

                        (e)   default is made or  unnecessary  delay takes place
                              in  entering in the  Register  that any person has
                              ceased to be the holder of any A$ Notes,

                        the Trustee shall  rectify the same upon becoming  aware
                        of it.

                  28.8  CORRECTNESS OF REGISTER

                        Neither the Manager nor the Trustee  shall be liable for
                        any  mistake in the  Register or in any  purported  copy
                        except to the extent that the mistake is attributable to
                        its fraud, negligence or breach of trust.

                  28.9  MANAGER MUST PROVIDE INFORMATION



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                        The  Manager  must  provide  the  Trustee and any person
                        appointed  in  accordance  with  clause  28.10 with such
                        information  as the  Trustee  or that  other  person may
                        reasonably require to maintain the Register.

                  28.10 THIRD PARTY REGISTRAR

                        The Trustee may cause the Register to be maintained by a
                        third  party on its behalf and  require  that  person to
                        discharge  the  Trustee's  obligations  under the Master
                        Trust  Deed  and  this  Supplementary  Terms  Notice  in
                        relation to the Register.

      (oo)  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 A$  Noteholders  or of a Class or
                              Classes of A$ Noteholders.

                        (b)   A$ Noteholders, who together hold A$ Notes with an
                              aggregate  Invested Amount of not less than 20% of
                              the total Invested  Amounts of all A$ Notes in the
                              relevant  Class or  Classes  or Notes,  may at any
                              time  convene a meeting of the  relevant  Class or
                              Classes of A$ Noteholders (as the case may be).

                  29.3  NOTICE OF MEETINGS

                         (a)  (PERIOD  OF NOTICE)  Subject to clause  29.3(b) at
                              least  7  days'  notice  (inclusive  of the day on
                              which the  notice is given and of the day on which
                              the  meeting  is held) of a meeting  of a Class or
                              Classes  of A$  Noteholders  (as the  case may be)
                              shall  be  given  to  all  A$  Noteholders  in the
                              relevant Class or Classes of A$ Noteholders.

                         (b)  (SHORT NOTICE)  Notwithstanding clause 29.3(a), if
                              it is so  agreed  by a  majority  in number of the
                              Class or  Classes of A$  Noteholders  (as the case
                              may be) (as the case may be)  having  the right to
                              attend  and vote at a  meeting,  being a  majority
                              that  together  hold  at  least  95% of  the  then
                              outstanding  A$  Notes  in the  relevant  Class or
                              Classes of A$ Notes,  a resolution may be proposed
                              and passed at a meeting of which less than 7 days'
                              notice has been given.



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                        (c)   (FAILURE TO GIVE NOTICE) The  accidental  omission
                              to give notice to or the  non-receipt of notice by
                              a Noteholder  shall not invalidate the proceedings
                              at any meeting.

                        (d)   (COPIES)  A copy of a notice  convening  a meeting
                              shall  be  given  by the  Trustee  or the  Manager
                              (whichever is convening the meeting) to the other,
                              and  also to the  Beneficiary  and the  Designated
                              Rating Agencies.  Failure to give such a notice in
                              accordance  with this clause shall  invalidate the
                              meeting  unless the party who has not received the
                              notice waives the invalidation.

                        (e)   (METHOD  OF  GIVING  NOTICE)  Notice  of a meeting
                              shall  be  given in the  manner  provided  in this
                              deed.

                        (f)   (CONTENTS OF A NOTICE)  Notice of a meeting of any
                              Class or Classes of A$ Noteholders shall specify:

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

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

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

                              (iv)  (CLOSING  OF  REGISTER)   that  the  persons
                                    appointed to maintain the relevant Register,
                                    for  the   purpose  of   determining   those
                                    entitled  to attend,  may not  register  any
                                    Note  Transfer  relating  to A$ Notes in the
                                    relevant  Class or Classes for the period of
                                    2 Business Days prior to the meeting;

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

                              (ADDITIONAL     INFORMATION)    such    additional
                              information as the person giving the notice thinks
                              fit.

                  29.4  CHAIRPERSON

                        The Trustee may nominate a person to be chairperson of a
                        meeting  which has been  convened  by the Trustee or the
                        Manager.  The  chairperson  need not be an A$ Noteholder
                        and may be a  representative  of the Trustee.  If such a
                        person is not  present or is present  but  unwilling  to
                        act,   then  the   relevant   Class  or  Classes  of  A$
                        Noteholders  (as the case may be)  present may choose an
                        A$ Noteholder to be the chairperson.

                  29.5  QUORUM

                        At any meeting any two or more persons present in person
                        being  either of the  relevant  Class or  Classes  of A$
                        Noteholders  (as the case  may be) or



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                        a Representative,  holding or representing,  A$ Notes in
                        the relevant Class, with an aggregate Invested Amount of
                        not less  than  75% of the  Invested  Amounts  of all A$
                        Notes  outstanding in that Class shall form a quorum for
                        the  transaction of business and no business (other than
                        the choosing of a  chairperson)  shall be  transacted at
                        any meeting  unless the  requisite  quorum is present at
                        the commencement of business.

                29.6    ADJOURNMENT

                        (a)   (QUORUM NOT PRESENT) If within 15 minutes from the
                              time  appointed  for any  meeting  a quorum is not
                              present, the meeting shall stand adjourned (unless
                              the Trustee  agrees that it be dissolved) for such
                              period,  not being  less than 7 days nor more than
                              42 days,  as may be appointed by the  chairperson.
                              At such  adjourned  meeting  two or  more  persons
                              present  in person  being  either of the  relevant
                              Class or  Classes of A$  Noteholders  (as the case
                              may   be)   or  a   Representative,   holding   or
                              representing, A$ Notes in the relevant Class, with
                              an aggregate  Invested Amount of not less than 50%
                              of  the   Invested   Amounts   of  all  A$   Notes
                              outstanding  in that Class shall form a quorum and
                              shall have the power to pass any resolution and to
                              decide on all matters  which could  properly  have
                              been  dealt  with at the  meetings  from which the
                              adjournment  took place had a quorum been  present
                              at such meeting.

                        (b)   (ADJOURNMENT  OF MEETING) The chairperson may with
                              the  consent  of (and  shall if  directed  by) any
                              meeting  adjourn  the same  from  time to time and
                              from  place  to  place  but no  business  shall be
                              transacted   at  any  adjourned   meeting   except
                              business which might lawfully have been transacted
                              at the  meeting  from which the  adjournment  took
                              place.

                        (c)   (NOTICE  OF  ADJOURNED  MEETING)  At least 5 days'
                              notice of any meeting  adjourned through want of a
                              quorum  shall be given in the same  manner  as for
                              the  original  meeting and such notice shall state
                              the quorum required at such adjourned meeting.  It
                              shall not, however, otherwise be necessary to give
                              any notice of an adjourned meeting.

                  29.7  VOTING PROCEDURE

                        (a)   (SHOW OF HANDS)  Every  resolution  submitted to a
                              meeting shall be decided in the first  instance by
                              a show of hands and, in case of equality of votes,
                              the chairperson  shall both on a show of hands and
                              on a poll have a casting  vote in  addition to the
                              vote or  votes  (if any) to which he or she may be
                              entitled   as   an   A$   Noteholder   or   as   a
                              Representative.

                        (b)   (DECLARATION)  At any  meeting,  unless  a poll is
                              (before or on the declaration of the result of the
                              show of  hands)  demanded,  a



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                              declaration by the  chairperson  that a resolution
                              has been carried by a particular  majority or lost
                              or not  carried  by  any  particular  majority  is
                              conclusive  evidence of the fact without  proof of
                              the number or proportion of the votes  recorded in
                              favour of or against such resolution.

                        (c)   (POLL) If at any meeting a poll is demanded by the
                              chairperson,  the Trustee or the Manager or by one
                              or more persons being either of the relevant Class
                              or Classes of A$ Noteholders  (as the case may be)
                              or a Representative,  holding or representing,  A$
                              Notes in the  relevant  Class,  with an  aggregate
                              Invested  Amount  of  not  less  than  2%  of  the
                              Invested  Amounts of all A$ Notes  outstanding  in
                              that  Class,  it shall be taken in such manner and
                              (subject to this  clause)  either at once or after
                              such an adjournment as the chairperson directs and
                              the  result of such poll shall be deemed to be the
                              resolution  of the  meeting  at which the poll was
                              demanded as at the date of the taking of the poll.
                              The  demand  for a  poll  shall  not  prevent  the
                              continuance of the meeting for the  transaction of
                              any business  other than the question on which the
                              poll has been demanded.  The demand for a poll may
                              be withdrawn.

                        (d)   (NO  ADJOURNMENT) Any poll demanded at any meeting
                              on  the  election  of  a  chairperson  or  on  any
                              question  of  adjournment  shall  be  taken at the
                              meeting without adjournment.

                        (e)   (VOTES) Subject to clause 29.7(a), at any meeting:

                              (i)   on a show of  hands,  every  person  present
                                    being an A$  Noteholder  in  respect  of the
                                    relevant   Class  or  Classes  of  A$  Notes
                                    holding,  or being a Representative  holding
                                    or  representing,  then outstanding $A Notes
                                    of the  relevant  Class or  Classes  (as the
                                    case may be) shall have one vote; and

                              (ii)  on a poll,  every person  present shall have
                                    one vote  for  each $A Note of the  relevant
                                    Class or  Classes  (as the case may be) then
                                    outstanding  that  he  or  she  holds  or in
                                    respect   of   which   he   or   she   is  a
                                    Representative  as  stated  in the  relevant
                                    Register   at  the  date  the   notices  are
                                    dispatched  to the  relevant A$  Noteholders
                                    for the meeting.

                              Any person entitled to more than one vote need not
                              use all his or her  votes  or cast  all his or her
                              votes to which he or she is  entitled  in the same
                              way.

                  29.8  RIGHT TO ATTEND AND SPEAK



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                        The Trustee,  the Manager and the  relevant  Beneficiary
                        (through  their  respective  representatives)  and their
                        respective   financial  and  legal   advisers  shall  be
                        entitled  to attend  and speak at any  meeting of the A$
                        Noteholders or any Class (as the case may be). No person
                        shall  otherwise  be  entitled  to attend or vote at any
                        meeting of the A$  Noteholders or any Class (as the case
                        may be) unless he or she holds  outstanding  A$ Notes of
                        the relevant Class or is a  Representative  holding , or
                        representing  the  holder  of, A$ Notes of the  relevant
                        Class.

                  29.9  APPOINTMENT OF PROXIES

                        (a)   (REQUIREMENTS) Each instrument  appointing a proxy
                              shall be in writing and,  together (if so required
                              by the  Trustee)  with proof  satisfactory  to the
                              Trustee of its due  execution,  shall be deposited
                              at the registered office of the Trustee or at such
                              other  place as the  Trustee  shall  designate  or
                              approve  not less  than 24 hours  before  the time
                              appointed  for holding  the  meeting or  adjourned
                              meeting at which the named proxy  proposes to vote
                              and in default,  the  instrument or proxy shall be
                              treated as invalid  unless the  chairperson of the
                              meeting decides  otherwise  before such meeting or
                              adjourned   meeting   proceeds  to   business.   A
                              notarially certified copy proof (if applicable) of
                              due execution  shall if required by the Trustee be
                              produced by the proxy at the meeting or  adjourned
                              meeting  but the  Trustee  shall not be obliged to
                              investigate  or be concerned  with the validity of
                              the  instrument,  or the  authority  of, the proxy
                              named in any such  instrument.  Any person may act
                              as a proxy  whether  or not that  person  is an A$
                              Noteholder.

                        (b)   (PROXY REMAINS VALID) Any vote given in accordance
                              with  the   terms  of  an   instrument   of  proxy
                              conforming  with  clause  29.9(a)  shall  be valid
                              notwithstanding  the previous death or insanity of
                              the  principal,  revocation  or  amendment  of the
                              proxy   or  of  any   of   the   A$   Noteholder's
                              instructions under which it was executed,  so long
                              as  no   intimation  in  writing  of  such  death,
                              insanity,  revocation  or amendment is received by
                              the  Trustee  at its  registered  office or by the
                              chairperson  of the  meeting in each case not less
                              than  24  hours  before  the  commencement  of the
                              meeting or adjourned meeting at which the proxy is
                              used.

                  29.10 CORPORATE REPRESENTATIVES

                        A  person   authorised   under   section   250D  of  the
                        Corporations Act 2001 (Cth), by an A$ Noteholder being a
                        body  corporate,  to act for it at any meeting shall, in
                        accordance  with his or her  authority  until his or her
                        authority is revoked by the body corporate concerned, be
                        entitled to  exercise  the same powers on behalf of that
                        body corporate as that body corporate  could exercise if
                        it  were  an  individual  A$  Noteholder  and  shall



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                        be entitled to produce  evidence of his or her authority
                        to act at any time  before  the time  appointed  for the
                        holding of or at the meeting or adjourned meeting or for
                        the taking of a poll at which he proposes to vote.

                  29.11 RIGHTS OF REPRESENTATIVES

                        A  Representative  of an A$  Noteholder  shall  have the
                        right to  demand or join in  demanding  a poll and shall
                        (except and to the extent to which the Representative is
                        specially  directed to vote for or against any proposal)
                        have  power  generally  to act at a meeting  for that A$
                        Noteholder.  The Trustee, the Manager and any officer of
                        the  Trustee   and  the  Manager  may  be   appointed  a
                        Representative.

                  29.12 POWERS OF A MEETING OF A$ NOTEHOLDERS

                        (a)   (POWERS)  Subject to the Security  Trust Deed (and
                              in  particular  any power of the Note  Trustee  to
                              override  the  decisions  of either or both of the
                              Class B Noteholders  and the Class C Noteholders),
                              a  meeting  of  all or any  Class  A$  Noteholders
                              shall,  without  prejudice to any rights or powers
                              conferred  on  other  persons  by the  Transaction
                              Documents,  only  have  power to do the  following
                              exercisable by Extraordinary Resolution:

                              (i)   to sanction any action that the Trustee, the
                                    Manager or the relevant Servicer proposes to
                                    take  to  enforce  the   provisions  of  any
                                    Transaction Document;

                              (ii)  to sanction any proposal by the Manager, the
                                    Trustee  or the  relevant  Servicer  for any
                                    modification,   abrogation,   variation   or
                                    compromise of, or arrangement in respect of,
                                    the rights of the relevant  Class or Classes
                                    of A$ Noteholders  against the Trustee,  the
                                    Manager,  an Approved Seller or the relevant
                                    Servicer whether such rights arise under any
                                    Transaction Document or otherwise;

                              (iii) to sanction the exchange or  substitution of
                                    the  relevant  Class or  Classes of A$ Notes
                                    for, or the conversion of the relevant Class
                                    or   Classes   of  A$  Notes   into,   other
                                    obligations  or securities of the Trustee or
                                    any  other  body  corporate  formed or to be
                                    formed;

                              (iv)  under  clause 33.2 of the Master Trust Deed,
                                    to consent to any  alteration,  addition  or
                                    modification  of  any  Transaction  Document
                                    which  shall be  proposed  by the Trustee or
                                    the Manager;

                              (v)   to discharge or exonerate  the Trustee,  the
                                    Manager,  an Approved Seller or the relevant
                                    Servicer  from any  liability  in respect of
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                                    may become responsible under any Transaction
                                    Document;

                              (vi)  to authorise the Trustee,  the Manager,  the
                                    relevant  Servicer  or any  other  person to
                                    concur  in  and  execute  and  do  all  such
                                    documents,   acts  and   things  as  may  be
                                    necessary  to carry  out and give  effect to
                                    any Extraordinary Resolution; and

                              (vii) to  exercise   any  other  power   expressly
                                    granted   under  the   Supplementary   Terms
                                    Notice.

                  (b)   (NO POWER) No meeting of the Class A$ Noteholders  shall
                        have power to, nor shall any resolution submitted to the
                        meeting propose or have the effect of:

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

                              (ii)  interfering   with  the  management  of  the
                                    Trust;

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

                              (iv)  altering the  Authorised  Investments of the
                                    Trust;

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

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

                  29.13 EXTRAORDINARY RESOLUTION BINDING ON A$ NOTEHOLDERS

                        An Extraordinary  Resolution  passed at a meeting of any
                        Class or Classes of A$  Noteholders  duly  convened  and
                        held in  accordance  with this deed  shall be binding on
                        all of the relevant  Class or Classes of A$  Noteholders
                        whether  or not  present at such  meeting.  Each such A$
                        Noteholder,  the Trustee and the Manager  shall be bound
                        to give effect to that resolution accordingly.

                  29.14 MINUTES AND RECORDS

                        Minutes  of all  resolutions  and  proceedings  at every
                        meeting of any Class of A$ Noteholders shall be made and
                        duly  entered  in the  books  to be  from  time  to time
                        provided  for that  purpose by the  Trustee and any such
                        minutes  purporting to be signed by the  chairperson  of
                        the  meeting at which such  resolutions  were  passed or
                        proceedings transacted or by the chairperson of the next
                        succeeding meeting of that Class of A$ Noteholders shall
                        be  conclusive  evidence of those  matters and until the
                        contrary is proved  every such meeting in respect of the
                        proceedings  of which  minutes have been made and signed
                        shall be deemed to have been



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                        duly  convened  and held and all  resolutions  passed or
                        proceedings transacted at such meeting to have been duly
                        passed and transacted.

                  29.15 WRITTEN RESOLUTIONS

                        Notwithstanding the preceding  provisions of this clause
                        29, a resolution of a Class or Classes of A$ Noteholders
                        (including an  Extraordinary  Resolution) may be passed,
                        without any meeting or previous  notice being  required,
                        by an instrument or  instruments in writing which has or
                        have:

                        (a)   in  the  case  of  a  resolution   (including   an
                              Extraordinary Resolution) of the relevant Class or
                              Classes  of A$  Noteholders  (as the case may be),
                              been  signed by all of the A$  Noteholders  in the
                              relevant Class or Classes of Class A$ Noteholders;
                              and

                        (b)   any  such   instrument   shall  be   effective  on
                              presentation  to  the  Trustee  for  entry  in the
                              records referred to in clause 29.14.

                  29.16 FURTHER PROCEDURES FOR MEETINGS

                        Subject to all other provisions  contained in this deed,
                        the  Trustee   may,   without  the  consent  of  any  A$
                        Noteholders,    prescribe   such   further   regulations
                        regarding  the  holding  of any  meetings  of any or all
                        Classes of A$  Noteholders  and attendance and voting at
                        such  meetings as the Trustee may, with the agreement of
                        the  Manager,   determine  including  particularly  (but
                        without  prejudice to the  generality of the above) such
                        regulations  and  requirements  as  the  Trustee  thinks
                        reasonable:

                        (a)   (ENTITLEMENT TO VOTE) so as to satisfy itself that
                              persons  who  purport  to  attend  or  vote at any
                              meeting of any A$  Noteholders  are entitled to do
                              so in accordance with this deed; and

                        (b)   (FORMS  OF  REPRESENTATIVE)  as  to  the  form  of
                              appointment of a Representative,

                        but the Trustee may not  decrease  the  percentage  of a
                        Class or Classes of A$  Noteholders  required to pass an
                        Extraordinary Resolution or an ordinary resolution.

      (pp) Clause 30.15

            (i)   For the  purpose  of the  Trust,  clause  30.15 is  amended by
                  deleting  each  reference  to  "Civil  Penalty  Payments"  and
                  replacing it with the words "Penalty Payments"

            (ii)  For the  purpose  of the Trust,  in clause  30.15(f) a new sub
                  paragraph (v) is inserted as follows:

                        "(v)   the  amount  of any  criminal  penalty  which the
                               Trustee  is  ordered  to pay under  the  Consumer
                               Credit Legislation."

      (qq)  Clause 32 - Payments Generally

            For the purpose of the Trust clause 32 is amended as follows:

            (i)  Clause 32.1 of the Master  Trust Deed is deleted  and  replaced
                 with the following.



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                  32.1  PAYMENTS TO NOTEHOLDERS

                  (a)   Any  payment  made by or on  behalf  of the  Trustee  in
                        respect of any Class A Note shall be made in  accordance
                        with  the  relevant   Supplementary  Terms  Notice,  the
                        relevant  Note  Trust  Deed  and  the  relevant   Agency
                        Agreement;

                  (b)   Any  payment  made by or on  behalf  of the  Trustee  in
                        respect of any A$ Note shall be made to the person whose
                        name is, on the Record Date,  entered in the Register as
                        the  holder of the  relevant  A$ Note (or in the case of
                        joint A$  Noteholders,  to the  person  whose name first
                        appears in the Register).

            (ii)  Clause 32.2 of the Master  Trust Deed is deleted and  replaced
                  with the following.

                  32.2  MANAGER TO ARRANGE PAYMENTS

                        The Trustee will:

                        (a)  prepare or cause to be prepared  all cheques  which
                             are  to  be  issued  to  A$   Noteholders   and  to
                             Beneficiaries  and  stamp the same as  required  by
                             law; or

                       (b)   otherwise arrange payments under clause 32.7.

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

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

                  32.4  PAYMENT GOOD DISCHARGE

                        There is a full satisfaction of the moneys payable under
                        an A$ Note,  and a good  discharge to the  Trustee,  the
                        Manager or the Servicer (as the case may be) in relation
                        to that A$ Note,  when the cheque is  despatched by post
                        in  accordance  with  clause  32.2(a) or, if not posted,
                        delivered to the A$  Noteholder or as directed by the A$
                        Noteholder.  None of the  Trustee,  the  Manager  or the
                        Servicer shall be  responsible  for any moneys which are
                        not credited to the bank account of an A$  Noteholder or
                        a Beneficiary if the Trustee's bank has been  instructed
                        to effect  the  direct  transfer  referred  to in clause
                        32.7(c).

                        There is a full satisfaction of the moneys payable under
                        a Class A Note, and a good discharge to the Trustee, the
                        Manager or the Servicer (as the case may be) in relation
                        to that Class A Note,  when so  provided  under the Note
                        Trust Deed.

            (iv)  Clause 32.6 of the Master  Trust Deed is deleted and  replaced
                  with the following.



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            (i)   32.6  TAXATION

                        (a)   (NET PAYMENTS) Subject to this clause, payments in
                              respect of the Notes  shall be made free and clear
                              of, and without deduction for, or by reference to,
                              any  present  or  future  Taxes of any  Australian
                              Jurisdiction unless required by law.

                        (b)   (INTEREST WITHHOLDING TAX - A$ NOTES) All payments
                              in respect  of the A$ Notes  will be made  without
                              withholding  or  deduction  for, or on account of,
                              any present or future taxes,  duties or charges of
                              whatsoever nature unless the Trustee or any person
                              making  payments  on  behalf  of  the  Trustee  is
                              required  by  applicable  law  to  make  any  such
                              payment in respect of the A$ Notes  subject to any
                              withholding  or  deduction  for, or on account of,
                              any present or future taxes,  duties or charges of
                              whatever  nature.  In the event the Trustee or the
                              person  making  payments  on behalf of the Trustee
                              (as the case may be) makes such payment after such
                              withholding   or  deduction  has  been  made,  the
                              Trustee  or the person  making  such  payments  on
                              behalf of the  Trustee  (as the case may be) shall
                              account to the relevant authorities for the amount
                              so required to be withheld or deducted and neither
                              the  Trustee  nor any person  making  payments  on
                              behalf of the Trustee( as the case may be) will be
                              obliged  to make  any  additional  payments  to A$
                              Noteholders  in  respect  of that  withholding  or
                              deduction.

                        (c)   (INTEREST   WITHHOLDING   TAX  -  CLASS  A  NOTES)
                              Payments  on Class A Notes by or on  behalf of the
                              Trustee will be made subject to deduction  for any
                              Interest    Withholding    Tax   and   all   other
                              withholdings   and   deductions   referred  to  in
                              Condition  7.  In the  event  the  Trustee  or the
                              person  making  payments  on behalf of the Trustee
                              (as the case may be) makes such payment after such
                              withholding   or  deduction  has  been  made,  the
                              Trustee  or the person  making  such  payments  on
                              behalf of the  Trustee  (as the case may be) shall
                              account to the relevant authorities for the amount
                              so required to be withheld or deducted and neither
                              the  Trustee  nor any person  making  payments  on
                              behalf of the Trustee( as the case may be) will be
                              obliged to make any additional payments to Class A
                              Noteholders  in  respect  of that  withholding  or
                              deduction.

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

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

                  32.7  PAYMENT METHODS - A$ NOTES

                        Any moneys  payable by the  Trustee,  the Manager or the
                        Servicer to an A$ Noteholder  or to a Beneficiary  under
                        this Master Trust Deed and the



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                        relevant Supplementary Terms Notice shall be paid by the
                        Trustee in Sydney or if the  Trustee  elects may be paid
                        by:

                        (a)   (CHEQUE)  crossed not negotiable  cheque in favour
                              of the A$  Noteholder or the  Beneficiary  (as the
                              case may be) and despatched by post to the address
                              of the A$ Noteholder  shown in the Register on the
                              Record Date or to the  address of the  Beneficiary
                              for the purposes of clause 31;

                        (b)   (ELECTRONIC  TRANSFER) electronic transfer through
                              Austraclear;

                        (c)   (DIRECT   PAYMENT)   by  direct   transfer   to  a
                              designated  account  of the A$  Noteholder  or the
                              Beneficiary  held  with a bank or other  financial
                              institution in Australia; or

                        (d)   (OTHER AGREED  MANNER) any other manner  specified
                              by the A$  Noteholder or the  Beneficiary  (as the
                              case may be) and agreed to by the  Manager and the
                              Trustee.

      (rr)  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  the words on the  Remittance
            Date for that  Collection  Period  with the words on or  before  the
            expiration of five (5) Business Days from receipt by the Servicer.

      (b)   Clause  5.2(b)(ii)  is amended by replacing  the words five Business
            Days  following  receipt by the Servicer with the words  immediately
            upon receipt by the Servicer.

      (c)   Clause  7.3(a) is amended  by  replacing  the number  "120" with the
            number "90".


7.    CALL AND TAX REDEMPTION
--------------------------------------------------------------------------------
7.1   CALL

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



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      accrued  interest to (but  excluding) the date of repurchase or redemption
      on any Quarterly Payment Date falling on or after the earlier of:

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

      (b)   in the case of Class A Notes, the Quarterly  Payment Date falling in
            December 2008,

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

7.2   TAX EVENT

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

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

      (b)   the total  amount  payable in respect of interest in relation to any
            of the Purchased  Receivables  for a Collection  Period ceases to be
            receivable  (whether or not actually received) by the Trustee during
            such Collection Period,

      the Trustee must, when so directed by the Manager, at the Manager's option
      provided that the Trustee will be in a position on such Quarterly  Payment
      Date to discharge (and the Manager will so certify to the Trustee the Note
      Trustee  all its  liabilities  in  respect  of the Class A Notes (at their
      Invested Amount or if the Class A Noteholders have agreed by Extraordinary
      Resolution  and have so notified the Trustee and the Manager not less than
      21 days before such  Quarterly  Payment Date, at their Stated  Amount) and
      any amounts  which would be required  under the Security  Trust Deed to be
      paid in priority or pari passu with the Class A Notes if the  security for
      the Notes were  being  enforced),  having  given not more than 60 nor less
      than 45  days'  notice  to the  Class A  Noteholders  in  accordance  with
      Condition 12 redeem all, but not some only,  of the Class A Notes at their
      Invested  Amount  (or,  if  the  Class  A  Noteholders  by   Extraordinary
      Resolution have so agreed,  at their Stated Amount)  together with accrued
      interest  to (but  excluding)  the date of  redemption  on any  subsequent
      Quarterly  Payment  Date,  provided  that the Class A  Noteholders  may by
      Extraordinary  Resolution  elect,  and shall  notify the  Trustee  and the
      Manager  not less than 21 days  before  the next  Quarterly  Payment  Date
      following the receipt of notice of such proposed redemption,  that they do
      not require the Trustee to redeem the Class A Notes.


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8.    SUBSTITUTION OF PURCHASED RECEIVABLES
--------------------------------------------------------------------------------
8.1   APPROVED SELLER SUBSTITUTION

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

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

            (i)   it complies with the Eligibility Criteria;

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

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

            (iv)  the  relevant   Mortgage   Insurer  has  confirmed   that  the
                  substitute  Receivable  is  covered by the  relevant  Mortgage
                  Insurance Policy; and

            (v)   it is selected by the Manager in accordance with clause 8.3.

8.2   OTHER SUBSTITUTIONS

      The Trustee  must,  at the  direction  of the  Manager  (at the  Manager's
      option), at any time:

      (a)   replace a Mortgage relating to a Purchased Receivable;

      (b)   allow an Obligor to replace the Mortgaged Property secured by such a
            Mortgage; or

      (c)   allow an Obligor to refinance a Purchased  Receivable  to purchase a
            new Mortgaged Property,

      provided that all of the following conditions are met:

            (i)   the same  Obligor or  Obligors  continue  to be the Obligor or
                  Obligors  under the  replacement  Mortgage and that  Purchased
                  Receivable or refinanced Receivable (as the case may be);

            (ii)  either the replacement  Mortgage, or the replacement Mortgaged
                  Property,  do not result in the relevant Purchased  Receivable
                  failing  to  comply  with  the  Eligibility  Criteria  or  the
                  refinanced  Receivable  satisfies the Eligibility Criteria (as
                  the case may be);

            (iii) any such replacement or refinancing occurs simultaneously with
                  the release of the previous  Mortgage,  Mortgaged  Property or
                  Receivable (as the case may be);

            (iv)  the principal  outstanding  under the relevant  Receivable is,
                  after the replacement or refinancing,  the same as before that
                  replacement or refinancing; and

            (v)   clause 8.3 applies.



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8.3   SELECTION CRITERIA

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

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

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

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

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

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

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

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


9.    APPLICATION OF THRESHOLD RATE
--------------------------------------------------------------------------------
9.1   CALCULATION OF THRESHOLD RATE

      If at any time the Basis Swap is terminated, the Manager must, on each of:

      (a) the earlier of:

            (i)   the date which is 3 Business Days  following the date on which
                  the Basis Swap is terminated; and

            (ii)  the Determination Date immediately following the date on which
                  the Basis Swap is terminated; and

      (b)   each successive Determination Date for so long as the Basis Swap has
            not been replaced by a similar Hedge  Agreement or until the Trustee
            and the Manager  otherwise  agree (and the Designated  Rating Agency
            for each Class of Notes has confirmed in writing that that agreement
            would  not  result  in a  downgrading  of the  rating  given  to any
            relevant Note or the withdrawal of the rating of any relevant Note),

      calculate the Threshold  Rate as at that date and notify the Trustee,  the
      Servicer and the Approved  Seller of that  Threshold  Rate on the relevant
      Payment Date.

9.2   SETTING THRESHOLD RATE

      If the Servicer is notified of a Threshold Rate under clause 9.1, it will,
      not more than 7 Business  Days  following the date on which the Basis Swap
      is  terminated,  ensure that the interest  rate payable on each  Purchased
      Receivable  which is subject  to a variable  rate is set not less than the
      Threshold



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      Rate and shall  promptly  notify the  relevant  Obligors  of the change in
      accordance with the Receivable Agreements.

9.3   LOAN OFFSET DEPOSIT ACCOUNTS

      If at any time there is no current  Basis Swap in place,  the Servicer and
      the Approved Seller must ensure that the interest rates  applicable to the
      Loan Offset  Deposit  Accounts are such that, if the Approved  Seller does
      not meet any of its  obligations  under clause 5.25, the Servicer will not
      be  required,  as a direct  result of that  non-payment,  to increase  the
      Threshold Rate under clause 9.

10.   TITLE PERFECTION EVENTS
--------------------------------------------------------------------------------
10.1  EACH OF THE FOLLOWING IS A TITLE PERFECTION EVENT.

      (a)   (DOWNGRADE) The Approved Seller ceases to have a long term rating of
            at least BBB from S&P, Baa2 from Moody's or BBB from Fitch.

      (b)   (EVENT OF INSOLVENCY) An Insolvency Event occurs with respect to the
            Approved Seller.

      (c)   (NON  COMPLIANCE)  The Servicer as Approved  Seller fails to pay any
            Collections (as defined in the Servicing  Agreement) within the time
            required under the Servicing Agreement.

      (d)   (SERVICER  TRANSFER  EVENT) For so long as the  Servicer  is also an
            Approved Seller to the Trust, a Servicer Transfer Event occurs.

      (e)   (BREACH OF REDRAW  FACILITY  AGREEMENT)  For so long as the Approved
            Seller is also the Redraw  Facility  Provider,  the Redraw  Facility
            Provider breaches its obligations,  undertakings or  representations
            under the Redraw  Facility  Agreement and such breach has had, or if
            continued will have, a Material Adverse Effect (as determined by the
            Trustee after taking appropriate expert advice).

      (f)   (BREACH  OF  REPRESENTATIONS)   The  Approved  Seller  breaches  any
            representation,  warranty,  covenant or undertaking  made by it in a
            Transaction  Document,  which breach,  if capable of remedy,  is not
            remedied within 30 days of the earlier of:

            (i) the Approved Seller becoming aware of the breach; and

            (ii)  the  Approved  Seller  being  notified  of the  breach  by the
                  Trustee, Manager or Servicer.

11.   BENEFICIARY
--------------------------------------------------------------------------------
11.1  ACKNOWLEDGMENT OF UNITS

      The parties  acknowledge that the interest of the Manager in the Trusts as
      the sole  beneficiary of the Trust shall as and from the Effective Date be
      represented by:

      (a) a single income unit (the RESIDUAL INCOME UNIT); and

      (b) a single capital unit (the RESIDUAL CAPITAL UNIT),

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



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11.2  RESIDUAL CAPITAL UNIT

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

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

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

            (ii)  the  Residual  Capital  Beneficiary  may transfer the Residual
                  Capital Unit to the Residual Income Beneficiary  provided that
                  the Trustee has  received a tax opinion  that the  transfer of
                  the  Residual  Capital  Unit  will not  adversely  affect  the
                  taxation  treatment of the Trust and each of the other parties
                  to this  Supplementary  Terms Notice is  reasonably  satisfied
                  that they and the Noteholders  will not be adversely  affected
                  by the transfer of the  Residual  Capital Unit to the Residual
                  Income Beneficiary.

      (c) No other Residual Capital Units may be issued.

11.3  RESIDUAL INCOME UNIT

      (a)   The beneficial  interest held by the Residual Income  Beneficiary is
            limited  to the Trust and each  Asset of the Trust  (subject  to the
            rights  of the  Residual  Capital  Beneficiary  under  clause  11.2)
            subject to and in  accordance  with the  Master  Trust Deed and this
            Supplementary Terms Notice.

      (b)   Subject to clause 24 of the Master Trust Deed,  the Residual  Income
            Beneficiary has no right to receive  distributions in respect of the
            Trust other than:

            (i)   the right to  receive  distributions  in  respect of the Trust
                  under  the  Master  Trust  Deed and this  Supplementary  Terms
                  Notice to the extent that Excess  Distributions  are available
                  for  distribution   under  the  Master  Trust  Deed  and  this
                  Supplementary Terms Notice; and

            (ii)  the  right to  receive  on the  termination  of the  Trust the
                  entire beneficial interest of the Trust, subject to the rights
                  of the Residual Capital Beneficiary.

            The Residual Income Unit may not be redeemed at any other time or in
            any other way.

      (c) The Residual Income Unit is not transferable.

      (d) No other Residual Income Units may be issued.

11.4  UNIT REGISTER

      (a)   The  entitlement  of any  person  to a Unit  will  be  evidenced  by
            registration in the register  maintained under this clause 11.5 (the
            Unit Register).



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      (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.

12.4  PAYMENTS

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



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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.

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:



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            (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:

      (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



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            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:

      (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:



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            (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.


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TRUSTEE


SIGNED SEALED and DELIVERED       )
on behalf of                      )
[*]                               )
                                  )
by its attorney in the presence   )
of:                               )
                                     -------------------------------
                                     Signature


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


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



MANAGER


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


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


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





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APPROVED SELLER/SERVICER


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


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


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



CUSTODIAN


SIGNED SEALED and  DELIVERED      )
on behalf of                      )
ST.GEORGE  CUSTODIAL PTY LIMITED  )
by its attorney in the presence   )
of:                               )
                                     -------------------------------
                                     Signature


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


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





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SECURITY TRUSTEE


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


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


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



NOTE TRUSTEE


SIGNED SEALED and DELIVERED       )
by                                )
[*]                               )
in the presence of:               )
                                     -------------------------------
                                     Signature


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


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



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SCHEDULE 1


An Eligible Receivable means a Loan which, as at the Cut-Off Date for that Loan:

(a)   it is sourced from the Approved  Seller's general portfolio of residential
      mortgage loans;

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

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

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

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

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

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

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

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

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

(k)   is on fully amortising repayment terms;

(l)   is secured by a Receivable  Security that is covered by mortgage insurance
      from a Mortgage Insurer under the relevant  Mortgage  Insurance Policy for
      100% of amounts  outstanding  under the relevant  loans (but not including
      timely payment cover);

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

(n)   is fully drawn;

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

(p)   the relevant Obligor of which is not a resident of Tasmania; and



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




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SCHEDULE 2


APPLICATION FOR A$ NOTES

CRUSADE GLOBAL TRUST NO. [*] OF 2001

To:   [*] as trustee of the Crusade Global Trust No. [*] of 2001 (the Trustee)



From:_____________________________________ (ABN *)
     (Name)

     of ______________________ (the Applicant).
               (Address)



APPLICATION

The  Applicant  applies for the  following  Class B  Notes/Class C Notes (delete
whichever is not applicable)  (the NOTES) to be issued by the Trustee as trustee
of the Crusade  Global  Trust No. 2 of 2001 (the TRUST)  under the Master  Trust
Deed dated 14 March 1998 (as amended from time to time) establishing the Crusade
Trusts (the MASTER TRUST DEED):

1. The Notes applied for are:



2. The amount of Notes applied for is:


APPLICANT BOUND

The Applicant  agrees that the Notes will be issued subject to, and agrees to be
bound by, the  provisions  of the Master  Trust Deed,  the  Supplementary  Terms
Notice in  relation  to the Notes and the  Security  Trust  Deed dated * 2001 in
relation to the Trust.


ACKNOWLEDGMENT BY APPLICANT

The Applicant acknowledges that the liability of the Trustee to make payments in
respect of the Notes is limited to its right of indemnity from the assets of the
Trust from time to time  available to make such payments  under the Master Trust
Deed.

The Applicant further acknowledges that:

(a)   it has  independently  and without  reliance  on  St.George  Bank  Limited
      (ST.GEORGE),  the  Trustee,  the  Manager or any other  person  (including
      without  reliance on any materials  prepared or  distributed by any of the
      above) made its own assessment and investigations regarding its investment
      in the Notes;



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

(c)   the  Applicant's  holding  of the Notes is  subject  to  investment  risk,
      including  possible  delays in repayment  and loss of income and principal
      invested; and

(d)   neither  St.George nor any Associate of St.George in any way stands behind
      the capital  value  and/or  performance  of the Notes or the Assets of the
      Trust except to the limited extent provided in the  Transaction  Documents
      for the Trust.


GENERAL

Payments due under the Notes may be made:

o     by cheque posted to the above address

o     to the credit of the following account:

      Name of Bank:
      Address of Bank:
      Account Details:
      Account No.:
      Name of Account:

A Marked Note Transfer of the abovementioned Notes is required: Yes/No.

Applicant's Tax File Number:


INTERPRETATION

Each  expression  used in this  Application for A$ Notes that is not defined has
the same meaning as in the Master Trust Deed or the relevant Supplementary Terms
Notice.

Dated:

SIGNED: ___________________________________

*     This Application for A$ Notes together with a cheque for the amount of the
      Notes applied for should be sent to the Trustee at the address above.

*     Where the Applicant is a trustee,  this  Application  for A$ Notes must be
      completed  in the name of the trustee  and signed by the  trustee  without
      reference to the trust.

*     Where this Application for A$ Notes is executed by a corporation,  it must
      be executed  either under common seal by two directors or a director and a
      secretary or under a power of attorney.

*     If this Application for A$ Notes is signed under a power of attorney,  the
      attorney  is taken,  upon  signing,  to certify  that it has not  received
      notice of  revocation of that power of attorney.  A certified  copy of the
      power of attorney must be lodged with this Application for A$ Notes.





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SCHEDULE 3


NOTE ACKNOWLEDGMENT

CRUSADE GLOBAL TRUST NO.[*]OF 2001


CLASS:

INITIAL INVESTED AMOUNT:

INTEREST RATE:

INTEREST PAYMENT DATES:

PRINCIPAL AMORTISATION DATES:

FINAL MATURITY DATE:





This confirms that:

NOTEHOLDER:

ABN (if applicable):

ADDRESS:



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

The Notes are  issued by [*] (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 * 2001. A copy of the Master Trust Deed,  the  Supplementary  Terms Notice
and the Security  Trust Deed are available for inspection by Note Holders at the
offices of Crusade  Management  Limited (ABN 90 072 715 916) at St.George House,
14-16 Montgomery Street, Kogarah, New South Wales 2217.

The  Trustee's  liability to make payments in respect of the Notes is limited to
its right of indemnity  from the Assets of the Trust from time to time available
to make such  payments  under the  Master  Trust  Deed and  Supplementary  Terms
Notice.  All claims  against  the  Trustee in  relation to the Notes may only be
satisfied  out of the  Assets  of the  Trust  except  in the case of (and to the
extent of) any fraud, negligence or wilful default on the part of the Trustee or
its  officers,  employees,  any agent or delegate  employed by the Trustee other
than  in  accordance  with  Section  53 of the  Trustee  Act to  carry  out  any
transactions contemplated by this Deed.

Each  Noteholder  is required  to accept any  distribution  of moneys  under the
Security  Trust Deed in full and final  satisfaction  of all moneys owing to it,
and any debt  represented  by any  shortfall  that  exists  after any such final
distribution is extinguished.



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The Trustee shall not be liable to satisfy any  obligations or liabilities  from
its  personal  assets  except  in the case  (and to the  extent)  of any  fraud,
negligence or Default on the part of the Trustee or its  officers,  employees or
an agent or  delegate  employed  by the Trustee  other than in  accordance  with
Section 53 of the Trustee Act to carry out any transactions contemplated by this
Deed.  Neither the Trustee nor the Manager guarantees the payment of interest or
the repayment of principal due on the Notes.

This Note  Acknowledgment  is not a certificate of title and the Register is the
only  conclusive  evidence of each  abovementioned  Noteholder's  entitlement to
Notes.

Transfers  of Notes  must be under a Note  Transfer  in the  form  contained  in
Schedule 4 to the Master  Trust Deed  (copies of which are  available  from then
Trustee  at  its  abovementioned  address).  Executed  Note  Transfers  must  be
submitted to the Trustee.

Each  expression  used in this Note  Acknowledgment  that is not defined has the
same meaning as in the Master Trust Deed.

This Note  Acknowledgment  and the Notes to which it relates will be governed by
the laws of the New South Wales.

Dated:

Executed in New South Wales for and on behalf of the [*]



----------------------------------
Authorised Signatory



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SCHEDULE 4


NOTE TRANSFER AND ACCEPTANCE

CRUSADE GLOBAL TRUST NO.[*] OF 2001


To:   [*]                                                  Date Lodged *
      as trustee of the                                    REGISTRY USE ONLY
      Crusade Trust No. [*] of 2001 (the TRUSTEE)

TRANSFEROR

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

(please print)

APPLIES TO ASSIGN AND TRANSFER TO

TRANSFEREE

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

(please print)

and its/their executors, administrators or assigns

The following Notes in the Crusade Global Trust No. [*] of 2001

Number of Notes:

Class:
Initial Invested Amount:
Interest Payment Dates:
Principal Amortisation Dates:
Final Maturity Date:

Consideration Payable: $*

and all  my/our/its  property and  interests in rights to those Notes and to the
interest accrued on them.

TRANSFEROR _____________________________________
(Signature:  see Notes)

WITNESS __________________________________ Date:


TRANSFEREE _____________________________________
(Signature:  see Notes)

WITNESS __________________________________ Date:


PAYMENTS (Tick where appropriate)



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*     In accordance  with  existing  instructions  (existing  holders only)

*     By cheque posted to the above address

*     By  credit  to the  following  account  in  Australia  in the  name of the
      Transferee only

Tax File Number (if applicable):

Authorised signature of Transferee  ____________________________

Date:

NOTES:

1.    The  Transferor and the  Transferee  acknowledge  that the transfer of the
      Notes  specified in this  Transfer and  Acceptance  (the NOTES) shall only
      take effect on the entry of the  Transferee's  name in the Register as the
      holder of the Notes.

2.    The Transferee agrees to accept the Notes subject to the provisions of the
      Master  Trust  Deed  dated 14 March  1998 (as  amended  from time to time)
      establishing the Crusade Trusts (the TRUST DEED), the Supplementary  Terms
      Notice in relation to the Notes and the related  Security Trust Deed dated
      * 2001.

3.    The Transferee acknowledges that it has independently and without reliance
      on  St.George  Bank Limited  (ABN 92 055 513 070),  the  Trustee,  Crusade
      Management  Limited (ABN 90 072 715 916) (the MANAGER) or any other person
      (including  without  reliance on any materials  prepared or distributed by
      any of the above) made its own assessment and investigations regarding its
      investment in the Notes.

4.    The  Trustee's  liability  to make  payments  in  respect  of the Notes is
      limited to its right of  indemnity  from the assets of the  abovementioned
      Trust from time to time  available to make such  payments  under the Trust
      Deed.

5.    Where  the  Transferor  and/or  the  Transferee  is a  trustee,  this Note
      Transfer  must be  completed  in the name of the trustee and signed by the
      trustee without reference to the trust.

6.    Where this Note Transfer is executed by a corporation, it must be executed
      either under common seal by two directors or a director and a secretary or
      under a power of attorney.

7.    If this Transfer and  Acceptance is signed under a power of attorney,  the
      attorney  certifies that it has not received  notice of revocation of that
      power of  attorney.  A  certified  copy of the power of  attorney  must be
      lodged with this Note Transfer.

8.    This Note  Transfer must be lodged with the Trustee for  registration.

9.    The Trustee  may, in the manner and for the period  specified in the Trust
      Deed and any relevant  Supplementary Terms Notice, close the Register. The
      total  period that the  Register may be closed will not exceed 30 days (or
      such other  period  agreed to by the Manager) in aggregate in any calendar
      year.  No Note  Transfer  received  after 4:00pm Sydney time on the day of
      closure  of the  Register  or  whilst  the  Register  is  closed  will  be
      registered until the Register is re-opened.

10.   If the Transferee is a  non-resident  for  Australian  taxation  purposes,
      withholding  tax will be deducted  from all  interest  payments  unless an
      exemption  is  provided  to the  Trustee or  withholding  tax is no longer
      payable as a result of any change in the relevant Australian laws.



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11.   The Notes covered hereby have not been registered  under the United States
      Securities  Act of 1933 as  amended  (the  SECURITIES  ACT) and may not be
      offered  and sold  within  the United  States or to or for the  account or
      benefit of United States persons:

      (i) as part of their distribution at any time; or

      (ii)  otherwise until 40 days after the completion of the  distribution of
            the series of Notes of which such  Notes are a part,  as  determined
            and certified by Lead Manager,

      except in either case in accordance with Regulation S under the Securities
      Act. Terms used above have the meanings given to them by Regulation S.

12.   INSERT ANY RESTRICTIONS ON THE TRANSFER OF NOTES.

MARKING WHERE CLAUSE 8.15 APPLIES

13.   The Trustee  certifies that the Transferor is inscribed in the Register as
      the holder of the Notes  specified in this Note  Transfer and that it will
      not  register  any  transfer  of such  Notes  other  than  under this Note
      Transfer before INSERT DATE.

Dated:

For and on behalf of [*] as trustee of the Crusade Trust No. [*] of 2001


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