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                                                                    Exhibit 10.3

                                                   [LOGO of CLAYTON UTZ]


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Commonwealth Bank of Australia
Party A

Perpetual Trustee Company Limited
Party B

Securitisation Advisory Services Pty Limited
Manager




Series [     ] Medallion Trust
ISDA Master Agreement
(Interest Rate Swap Agreement)



                              [LOGO OF CLAYTON UTZ]
                                     Lawyers
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
                Our ref - 174/784/1697903 Contact - Ben Sandstad

            Sydney . Melbourne . Brisbane . Perth . Canberra . Darwin

 Liability is limited by the Solicitors Scheme under the Professional Standards
                                  Act 1994 NSW


<PAGE>

Schedule to the ISDA Master Agreement

dated as of [     ] between

Parties        Commonwealth Bank of Australia, ABN 48 123 123 124 ("Party A")

               Perpetual Trustee Company Limited, ABN 42 000 001 007, as
               trustee of the Series [       ] Medallion Trust ("Party B")

               Securitisation Advisory Services Pty. Limited, ABN 88 064 133
               946 (the "Manager")

Part 1. Termination provisions

(a)     "Specified Entity" in relation to

        (i)    Party A, is not applicable; and

        (ii)   Party B, is not applicable.

(b)     "Specified Transaction" means - not applicable.

(c)     (i)    The following provisions of Section 5 will not apply to Party
               A:

<TABLE>
               <S>                <C>                <C>                  <C>
               Section 5(a)(ii)   Section 5(a)(v)    Section 5(a)(viii)   Section 5(b)(iv)
               Section 5(a)(iii)  Section 5(a)(vi)   Section 5(b)(ii)
               Section 5(a)(iv)   Section 5(a)(vii)  Section 5(b)(iii)
</TABLE>

        (ii)   The following provisions of Section 5 will not apply to Party B:

<TABLE>
               <S>                <C>                <C>                  <C>
               Section 5(a)(ii)   Section 5(a)(v)    Section 5(a)(viii)   Section 5(b)(iv)
               Section 5(a)(iii)  Section 5(a)(vi)   Section 5(b)(ii)
               Section 5(a)(iv)   Section 5(a)(vii)  Section 5(b)(iii)
</TABLE>

(d)     The "Automatic Early Termination" provisions of Section 6(a) will not
        apply.

(e)     Payments on Early Termination. For the purpose of Section 6(e) of this
        Agreement:

        (i)    A.    in respect of the Basis Swaps, Loss will apply;

               B.    in respect of the Fixed Rate Swaps and the Interest Rate
                     Basis Cap, Market Quotation will apply; and


        (ii)   A.    in respect of the Basis Swaps, neither the First Method nor
                     the Second Method will apply; and

               B.    in respect of the Fixed Rate Swaps and the Interest Rate
                     Basis Cap, the Second Method will apply;

        (iii)  the definition of "Loss" is amended by adding the following
               sentence at the end of that definition:

               "However in relation to a Terminated Transaction that is a Basis
               Swap, each party's Loss is deemed to be zero."

(f)     "Termination Currency" means Australian dollars.

                                                                               1

<PAGE>

(g)       Additional Termination Event. The following is an Additional
          Termination Event in relation to which Party B is the only Affected
          Party and a Basis Swap is the only Affected Transaction:

          If, on any day on which the weighted average Mortgage Rate applicable
          to the Mortgage Loans forming part of the Assets of the Series Trust
          which are charged interest at a variable rate is equal to or greater
          than the then Threshold Rate, Party A notifies Party B and each Rating
          Agency of its intention to terminate the relevant Basis Swap.

Part 2.  Tax Representations

(a)       Payer Representations. For the purpose of Section 3(e) of this
          Agreement, Party A and Party B each make the following representation:

          It is not required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, of any Relevant
          Jurisdiction to make any deduction or withholding for or on account of
          any Tax from any payment (other than interest under Section 2(e),
          6(d)(ii) or 6(e) of this Agreement) to be made by it to any other
          party under this Agreement. In making this representation, it may rely
          on:

          (i)   the accuracy of any representations made by the other party
                pursuant to Section 3(f) of this Agreement;

          (ii)  the satisfaction of the agreement contained in Section 4(a)(i)
                or 4(a)(iii) of this Agreement and the accuracy and
                effectiveness of any document provided by the other party
                pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and

          (iii) the satisfaction of the agreement of the other party contained
                in Section 4(d) of this Agreement,

          provided that it shall not be a breach of this representation where
          reliance is placed on clause (ii) and the other party does not deliver
          a form or document under Section 4(a)(iii) by reason of material
          prejudice to its legal or commercial position.

(b)       Payee Representations. For the purpose of Section 3(f) of this
          Agreement, Party A will and Party B will make the following
          representation:

          It is an Australian resident and does not derive the payments under
          this Agreement in part or whole in carrying on business in a country
          outside Australia at or through a permanent establishment of itself in
          that country.

Part      3. Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other party the following documents, as applicable:

(a)       Tax forms, documents or certificates to be delivered are:

<TABLE>
<S>                   <C>                                          <C>
Party required to     Form/Document/Certificate                    Date by which to be delivered
deliver document

Party A and Party B   Any document or certificate reasonably       On the earlier of (a) learning that such
                      required or reasonably requested by a        document or certificate is required and
                      party in connection with its obligations     (b) as soon as reasonably practicable
                      to make a payment under this Agreement       following a request by a party.
                      which would enable that party to make the
                      payment free from any deduction or
                      withholding for or on
</TABLE>

                                                                               2

<PAGE>

                   account of Tax or  which would reduce
                   the rate at which deduction or
                   withholding for or on account of Tax is
                   applied to that payment.

(b)      Other documents to be delivered are:

<TABLE>
<CAPTION>
Party required to       Form/Document/Certificate            Date by which to be delivered         Covered by Section
deliver document                                                                                   3(d) Representation
<S>                     <C>                                  <C>                                   <C>
Party A                 A certificate from Party A (or,      On execution and delivery of any             Yes
                        if available, Party A's current      Confirmation unless that
                        authorised signature book)           certificate has already been
                        specifying the names, title and      supplied for that purpose and
                        specimen signatures of the           remains true and in effect and
                        Authorised Officers of Party A.      when the list is updated or upon
                                                             request.

Party A, Party B and    A legal opinion as to the validity   At any time prior to the Closing             No
the Manager             and enforceability of that party's   Date.
                        obligations under this Agreement
                        in form and substance (and issued
                        by legal counsel) reasonably
                        acceptable to the other party.

The Manager             A copy (certified by the Manager)    Not less than 5 Business Days (or            Yes
                        of the Credit Support Document and   such lesser period as Party A
                        (without limiting any obligation     agrees to) before the Trade Date
                        Party B may have under the terms     of the first occurring Transaction
                        of the Credit Support Document to    and in the case of any amending
                        notify Party A of amendments) a      documents entered into subsequent
                        copy (certified by the Manager) of   to that date, promptly after each
                        any document that amends in any      amending document (if any) has
                        way the terms of the Credit          been entered into.
                        Support Document.
</TABLE>

For the purposes of this paragraph (b) a copy of a document is taken to be
certified by the Manager if an Authorised Officer of the Manager has certified
it to be a true and complete copy of the document of which it purports to be a
copy.

Part 4.  Miscellaneous

(a)      Addresses for Notices. For the purpose of Section 12(a) of this
         Agreement, the address for notices or communications to a party is the
         address notified by that party to the other parties for this purpose
         from time to time.

(b)      Process Agent. For the purpose of Section 13(c) of this Agreement:

         Party A appoints as its Process Agent - Not Applicable

         Party B appoints as its Process Agent - Not Applicable

(c)      Offices. The provisions of Section 10(a) will not apply to this
         Agreement.

                                                                               3

<PAGE>

(d)      Multibranch Party. For the purpose of Section 10(c) of this Agreement.

         Party A is not a Multibranch Party.

         Party B is not a Multibranch Party.

(e)      Calculation Agent. The Calculation Agent is the Manager.

(f)      Credit Support Document. Details of any Credit Support Document:

         (i)   in relation to Party A: Nil;

         (ii)  in relation to Party B: the Security Trust Deed.

(g)      Credit Support Provider.

         (i)   In relation to Party A: Not Applicable.

         (ii)  In relation to Party B: Not Applicable.

(h)      Governing Law. This Agreement will be governed by and construed in
         accordance with the laws in force in New South Wales and Section
         13(b)(i) is deleted and replaced by the following:

         "(i)  submits to the non-exclusive jurisdiction of the courts of New
               South Wales and courts of appeal from them; and"

(i)      Netting of Payments. Subparagraph (ii) of Section 2(c) of this
         Agreement will apply in respect of the following groups of
         Transactions:

         Group 1 - all Transactions being swaps

         Group 2 - all Transactions being interest rate options

(j)      "Affiliate" will have the meaning specified in Section 14 of this
         Agreement. For the purposes of Section 3(c), Party A and Party B are
         deemed not to have any Affiliates.

Part 5.  Other Provisions.

(1)      Payments: In Section 2:

         (a)   In Section 2(a)(i) add the following sentence:

               "Each payment will be by way of exchange for the corresponding
               payment or payments payable by the other party".

         (b)   In Section 2(a)(ii) the first sentence is deleted and replaced
               with the following sentence:

               "Unless specified otherwise in this Agreement, payments under
               this Agreement will be made by 10.00am on the due date for value
               on that date in the place of the account specified in the
               relevant Confirmation or otherwise pursuant to this Agreement, in
               freely transferable funds, free of any set-off, counterclaim,
               deduction or withholding (except as expressly provided in this
               Agreement) and in the manner customary for payment in the
               required currency".

                                                                               4

<PAGE>

            (c)         Insert a new paragraph (iv) in Section 2(a) immediately
                        after Section 2(a)(iii) as follows:

                        "(iv)       The condition precedent in Section
                                    2(a)(iii)(1) does not apply to a payment due
                                    to be made to a party if it has satisfied
                                    all its payment obligations under Section
                                    2(a)(i) of this Agreement and has no future
                                    payment obligations, whether absolute or
                                    contingent under Section 2(a)(i)."

            (d)         Add the following new sentence to Section 2(b):

                        "Each new account so designated will be in the same tax
                        jurisdiction as the original account."

            (e)         In Section 2(c) insert the following words at the end of
                        the first paragraph:

                        "Subject to Section 2(f), the aggregate amount that
                        would otherwise be payable will not take into account
                        amounts due on that Payment Date pursuant to Sections
                        2(g), 17, 18 or 19."

            (f)         Delete Section 2(d)(i)(4) in its entirety.

            (g)         In Section 2(d)(ii)(1) delete the following where they
                        appear:

                        "in respect of which X would not be required to pay an
                        additional amount to Y under Section 2(d)(i)(4)".

            (h)         Insert new Sections 2(f) and 2(g) as follows:

                        "(f)        If on a Payment Date an amount would
                                    otherwise be payable by Party A pursuant to
                                    Section 2(c):

                                    (i)         in respect of a Fixed Rate Swap,
                                                then such amount will, unless
                                                otherwise agreed between Party A
                                                and Party B, be satisfied in
                                                part, or whole, from the then
                                                Fixed Rate Prepayment Balance;
                                                and

                                    (ii)        in respect of a Basis Swap, then
                                                such amount will, unless
                                                otherwise agreed between Party A
                                                and Party B, be satisfied in
                                                part, or whole, from the then
                                                Basis Prepayment Balance.

                        (g)         On each Payment Date that a Fixed Rate Swap
                                    is existing:

                                    (i)         Party B will pay Party A any Net
                                                Break Payment determined by the
                                                Manager on the preceding
                                                Determination Date in accordance
                                                with the Series Supplement; and

                                    (ii)        Party A will pay Party B any Net
                                                Break Receipt determined by the
                                                Manager on the preceding
                                                Determination Date in accordance
                                                with the Series Supplement."

(2)         Representations:  In Section 3:

            (a)         Section 3(a)(v) is amended by inserting immediately
                        after the words "creditors' rights generally" the
                        following:

                        "(including in the case of a party being an ADI (as that
                        term is defined in the Reserve Bank Act, 1969 (Cth) and
                        section 13A(3) of the Banking Act, 1959

                                                                               5

<PAGE>

                        (Cth)))."

            (b)         Relationship Between Parties. Each party will be deemed
                        to represent to the other parties on the date on which
                        it enters into a Transaction that (absent a written
                        agreement between the parties that expressly imposes
                        affirmative obligations to the contrary for that
                        Transaction):-

                        (i)         Non-Reliance. It is acting for its own
                                    account (in the case of Party B, as trustee
                                    of the Series Trust), and it has made its
                                    own independent decisions to enter into that
                                    Transaction and as to whether that
                                    Transaction is appropriate or proper for it
                                    based upon its own judgment (and in the case
                                    of Party B, also upon the judgment of the
                                    Manager) and upon advice from such advisers
                                    as it has deemed necessary. It is not
                                    relying on any communication (written or
                                    oral) of any other party as investment
                                    advice or as a recommendation to enter into
                                    that Transaction; it being understood that
                                    information and explanations related to the
                                    terms and conditions of a Transaction will
                                    not be considered investment advice or a
                                    recommendation to enter into that
                                    Transaction. No communication (written or
                                    oral) received from any other party will be
                                    deemed to be an assurance or guarantee as to
                                    the expected results of that Transaction.

                        (ii)        Evaluation and Understanding. It is capable
                                    of evaluating and understanding (on its own
                                    behalf or through independent professional
                                    advice), and understands and accepts, the
                                    terms, conditions and risks of that
                                    Transaction. It is also capable of assuming,
                                    and assumes, the risks of that Transaction.

                        (iii)       Status of Parties. No other party is acting
                                    as a fiduciary or an adviser to it in
                                    respect of that Transaction.

            (c)         after "Section 3(f)" in line 2 insert "3(g), 3(h) and
                        3(i)";

            (d)         insert the following new paragraphs (g), (h) and (i) in
                        Section 3 immediately after Section 3(f):

                        "(h)        Series Trust: By Party B, in respect of
                                    Party B only:

                                    (i)         Trust Validly Created. The
                                                Series Trust has been validly
                                                created and is in existence at
                                                the date of this Agreement.

                                    (ii)        Sole Trustee. It has been
                                                validly appointed as trustee of
                                                the Series Trust and is
                                                presently the sole trustee of
                                                the Series Trust.

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

                                    (iv)        Power. It has power under the
                                                Master Trust Deed to:

                                                (A)   enter into this Agreement
                                                      and the Credit Support
                                                      Documents in its capacity
                                                      as trustee of the Series
                                                      Trust; and

                                                (B)   mortgage or charge the
                                                      Assets of the Series Trust
                                                      in the manner provided in
                                                      the Credit Support

                                                                               6

<PAGE>

                                                Document in relation to Party B.

                                    (v)   Good Title. It is the lawful owner of
                                          the Assets of the Series Trust and,
                                          subject only to the Credit Support
                                          Document in relation to Party B and
                                          any Security Interest permitted under
                                          the Credit Support Document in
                                          relation to Party B, those Assets are
                                          free of all other Security Interests
                                          (except for Party B's right of
                                          indemnity out of the Assets of the
                                          Series Trust).

            (e)         Non Assignment. It has not assigned (whether absolutely,
                        in equity, by way of security or otherwise), declared
                        any trust over or given any charge over any of its
                        rights under this Agreement or any Transaction except,
                        in the case of Party B, for the Security Interests
                        created under any Credit Support Document specified in
                        relation to Party B.

            (f)         Contracting as principal. Each existing Transaction has
                        been entered into by that party as principal and not
                        otherwise."

(3)         Failure to Pay or Deliver: In Section 5(a)(i) delete the words
            "third Local" where they appear in line 3 and replace them with the
            word "tenth".

(4)         Termination: In Section 6:

            (i)         Add the following sentence at the end of the first
                        paragraph of Section 6(b)(ii):

                        "However, if Party B is the Affected Party, then Party B
                        will only be obliged to make such efforts to effect a
                        transfer in accordance with this Section 6(b)(ii) as it
                        is able to make by application of funds held by it as
                        trustee of the Series Trust being funds available for
                        such application in accordance with the provisions of
                        the Master Trust Deed and the Series Supplement."

            (ii)        Add the following sentence at the end of the second
                        paragraph of Section 6(b)(ii):

                        "However, if Party A is that other party it must, if so
                        requested by the Manager with the prior consent of the
                        Rating Agencies, use reasonable efforts to make such a
                        transfer to an Affiliate (as that expression is defined
                        in Section 14 disregarding any modification made by this
                        Agreement)."

            (iii)       Add the following sentence at the end of the last
                        paragraph of Section 6(b)(ii):

                        "However, consent may be withheld if the other party
                        considers that its credit exposure to the transferee
                        would be adversely affected by the transfer."

            (iv)        Section 6(e) is amended by deleting the last sentence of
                        the first paragraph.

(5)         Facsimile Transmission:  In Section 12:

            (a)         Delete the following words where they appear on lines 2
                        and 3 of Section 12(a):

                        "(except that a notice or other communication under
                        Section 5 or Section 6 may not be given by facsimile
                        transmission or electronic messaging system)";

            (b)         Replace Section 12(a)(iii) with:

                        "(iii)      if sent by facsimile transmission, on the
                                    date a transmission report is produced by
                                    the machine from which the facsimile was
                                    sent which indicates that the facsimile was
                                    sent in its entirety to the facsimile number
                                    of the recipient notified for the purpose of
                                    this Section unless the

                                                                               7

<PAGE>

                                    recipient notifies the sender within one
                                    Local Business Day of the facsimile being
                                    sent that the facsimile was not received in
                                    its entirety in legible form;";

            (c)         Insert a new paragraph (vi) in Section 12(a) immediately
                        after Section 12(a)(v) as follows:

                        "(vi)       if sent by ordinary mail, on the third
                                    (seventh, if posted to or from a place
                                    outside Australia) day after posting."

(6)         Definitions:  In this Agreement, unless the contrary intention
            appears:

            (a)         Master Trust Deed and Series Supplement: Subject to Part
                        5(6)(h), unless otherwise defined in this Agreement,
                        words and phrases defined in the Master Trust Deed or
                        the Series Supplement have the same meaning in this
                        Agreement. Where there is any inconsistency in a
                        definition between this Agreement (on the one hand) and
                        the Master Trust Deed or the Series Supplement (on the
                        other hand), this Agreement prevails. Subject to Part
                        5(6)(h), where there is any inconsistency in a
                        definition between the Master Trust Deed and the Series
                        Supplement, the Series Supplement prevails over the
                        Master Trust Deed in respect of the Series Trust. Where
                        words or phrases used but not defined in this Agreement
                        are defined in the Master Trust Deed in relation to a
                        Series Trust (as defined in the Master Trust Deed)
                        and/or an Other Trust such words or phrases are to be
                        construed in this Agreement, where necessary, as being
                        used only in relation to the Series Trust (as defined in
                        the Series Supplement) and/or the CBA Trust, as the
                        context requires.

            (b)         Trustee Capacity:

                        (i)         a reference to Party B is a reference to
                                    Party B in its capacity as trustee of the
                                    Series Trust only, and in no other capacity;
                                    and

                        (ii)        a reference to the undertaking, assets,
                                    business or money of Party B is a reference
                                    to the undertaking, assets, business or
                                    money of Party B in the capacity referred to
                                    in paragraph (i) only.

            (c)         Definitions:  in Section 14:

                        (i)         replace the definitions of "Affected
                                    Transactions" and "Local Business Day" with
                                    the following:

                                    ""Affected Transactions" means, with respect
                                    to a Termination Event:

                                    (a)         where an Early Termination Date
                                                is designated pursuant to Part
                                                1(g), a Basis Swap; and

                                    (b)         where an Early Termination Date
                                                is designated following the
                                                occurrence of any other
                                                Termination Event, all
                                                Transactions."

                                    "Local Business Day" has the same meaning as
                                    "Business Day"."

                        (ii)        insert the following new definitions:

                                    "Amounts Outstanding" in relation to a
                                    Mortgage Loan means, at any given time, the
                                    amount recorded at that time as the balance
                                    of the Mortgage Loan in the Mortgage Loan
                                    System which balance includes amounts which
                                    have been charged to the Mortgage Loan but
                                    excludes amounts which have been or are,
                                    accrued against the Mortgage Loan.

                                                                               8

<PAGE>

                                    "Basis Prepayment Balance" means the amount
                                    then standing to the credit of the
                                    Collections Account in respect of
                                    prepayments by Party A pursuant to Sections
                                    18(c) or (d) and which has not been utilised
                                    pursuant to Section 2(f)(ii).

                                    "Basis Swap" means

                                    (a)         when designated "Monthly", the
                                                Transaction entered into between
                                                Party A, Party B and the Manager
                                                on the terms specified in the
                                                form of the Confirmation set out
                                                in Annexure 1A (or as otherwise
                                                agreed between Party A, Party B
                                                and the Manager); or

                                    (b)         when designated "Quarterly" the
                                                Transaction entered into between
                                                Party A and party B and the
                                                Manager on the terms specified
                                                in the form of Confirmation set
                                                out in Annexure 1B (or as
                                                otherwise agreed between Party
                                                A, party B and the Manager), or

                                                (each a "Basis Swap" and
                                                together, the "Basis Swaps").

                                    "Basis Swap Amount" in relation to a
                                    Calculation Period means:

                                    (a)         when designated "Monthly", the
                                                relevant monthly proportion of
                                                the aggregate Amounts
                                                Outstanding in relation to all
                                                Mortgage Loans being charged a
                                                variable rate as certified by
                                                the Manager to the Trustee at
                                                the opening of business on the
                                                Determination Date falling
                                                within the relevant preceding
                                                Calculation Period; or

                                    (b)         when designated "Quarterly", the
                                                relevant quarterly proportion of
                                                the aggregate Amounts
                                                Outstanding in relation to all
                                                Mortgage Loans being charged a
                                                variable rate as certified by
                                                the Manager to the Trustee at
                                                the opening of business on the
                                                Determination Date falling
                                                within the relevant preceding
                                                Calculation Period.

                                    "Conversion" means the conversion of a
                                    Mortgage Loan forming part of the Assets of
                                    the Series Trust which is being charged
                                    interest at a variable rate to a Mortgage
                                    Loan which is being charged interest at a
                                    fixed rate.

                                    "Eligible Account" means an account in the
                                    name of the Trustee as trustee of the Series
                                    Trust held with a financial institution with
                                    short term credit ratings of P-1 by Moody's,
                                    F-1 by Fitch and A-1+ by Standard & Poor's
                                    and includes the Collections Account to the
                                    extent that the holder of the Collections
                                    Account is rated in this manner.

                                    "End Date" means the date on which a
                                    Mortgage Loan is to cease being charged
                                    interest at a fixed rate.

                                    "Fixed Charged Interest" in relation to each
                                    Monthly Distribution Date means the
                                    aggregate of all debit entries made during
                                    the Collection Period immediately preceding
                                    that Monthly Distribution Date to the
                                    accounts established in the Servicer's
                                    records for the Mortgage Loans forming part
                                    of the Assets of the Series Trust
                                    representing interest charged at a fixed
                                    rate (plus any interest off-set benefits in
                                    respect of

                                                                               9

<PAGE>

                                    Mortgage Interest Saver Accounts which
                                    represents amounts which, if not for the
                                    terms of the Mortgage Interest Saver
                                    Accounts, would have been so debited during
                                    that Collection Period to those accounts to
                                    the extent paid by the Seller pursuant to
                                    clause 15.10 of the Series Supplement and
                                    deposited to the Collections Account prior
                                    to that Monthly Distribution Date).

                                    "Fixed Rate Prepayment Balance" means the
                                    amount then standing to the credit of the
                                    Eligible Account in respect of prepayments
                                    by Party A pursuant to Sections 17(a)(iii),
                                    (b)(i), (d)(i) or (f) and which has not been
                                    utilised pursuant to Section 2(f)(i) or
                                    repaid to Party A pursuant to Sections
                                    17(c)(ii) or (g).

                                    "Fixed Rate Swap Amount" in relation to a
                                    Calculation Period means:

                                    (a)     when designated "Monthly":

                                            (i)       the relevant monthly
                                                      proportion of the
                                                      aggregate Amounts
                                                      Outstanding in relation to
                                                      all Mortgage Loans
                                                      (excluding Mortgage Loans
                                                      being charged a variable
                                                      rate) as certified by the
                                                      Manager to the Trustee at
                                                      the opening of business on
                                                      the Determination Date
                                                      falling within the
                                                      relevant preceding
                                                      Calculation Period;

                                            (ii)      less the Other Fixed Rate
                                                      Swap Amount in relation to
                                                      the relevant Calculation
                                                      Period; or

                                    (b)     when designated "Quarterly":

                                            (i)       the relevant quarterly
                                                      proportion of the
                                                      aggregate Amounts
                                                      Outstanding in relation to
                                                      all Mortgage Loans
                                                      (excluding Mortgage Loans
                                                      being charged a variable
                                                      rate) as certified by the
                                                      Manager to the Trustee at
                                                      the opening of business on
                                                      the Determination Date
                                                      falling within the
                                                      relevant preceding
                                                      Calculation Period;

                                            (ii)      less the Other Fixed Rate
                                                      Swap Amount in relation to
                                                      the relevant Calculation
                                                      Period.

                                    "Fixed Rate Swap" means:

                                    (a)     when designated "Monthly", the
                                            Transaction entered into between
                                            Party A, Party B and the Manager on
                                            the terms specified in the form of
                                            the Confirmation set out in Annexure
                                            2A (or as otherwise agreed between
                                            Party A, Party B and the Manager);

                                    (b)     when designated "Quarterly" the
                                            Transaction entered into between
                                            Party A, Party B and the Manager on
                                            the terms specified in Annexure 2B
                                            (or as otherwise agreed between
                                            Party A, Party B and the Manager);

                                    (c)     and each Transaction entered into
                                            pursuant to Section 16 on the terms
                                            specified in Annexure 2C (or as
                                            otherwise agreed between Party A,
                                            Party B and the Manager);

                                                                              10

<PAGE>

                                    (each a "Fixed Rate Swap" and together the
                                    "Fixed Rate Swaps").

                                    "Fixed Swap Rate" means that the rate for a
                                    Reset Date will be the rate calculated by
                                    taking the weighted average of the interest
                                    rates charged in respect of each account
                                    established in the Mortgage Loan System for
                                    the Mortgage Loans charged a fixed rate of
                                    interest on that Reset Date, rounded up to
                                    four decimal places.

                                    "Interest Rate Basis Cap" means the interest
                                    rate cap, if any, entered into between Party
                                    A, Party B and the Manager on or prior to
                                    the Closing Date.

                                    "Master Trust Deed" means the Master Trust
                                    Deed dated 8 October 1997 between Party B
                                    (as Trustee) and the Manager, as amended
                                    from time to time.

                                    "Monthly Basis Swap Administered Rate" in
                                    relation to a Monthly Distribution Date, has
                                    the meaning as set out in Annexure 4.

                                    "Monthly Fixed Swap Administered Rate" in
                                    relation to a Monthly Distribution Date has
                                    the meaning as set out in Annexure 4.

                                    "Monthly Weighted Margin" in relation to a
                                    Monthly Distribution Date has the meaning as
                                    set out in Annexure 4. "Other Fixed Rate
                                    Swap Amount" in relation to a Calculation
                                    Period means the aggregate Amounts
                                    Outstanding as at the opening of business on
                                    the Determination Date falling within the
                                    preceding Calculation Period in respect of
                                    each Mortgage Loan where further Fixed Rate
                                    Swaps have been entered into, and is then
                                    current, to hedge the interest rate risk in
                                    respect of the Mortgage Loan pursuant to
                                    Section 16(b).

                                    "Outstanding Interest Rate Swap Prepayment
                                    Amount" means the sum of the then Basis
                                    Prepayment Balance and the then Fixed Rate
                                    Prepayment Balance.

                                    "Prescribed Ratings" means:

                                    (a)         in respect of the Fixed Rate
                                                Swaps, a long term rating of A2
                                                or higher by Moody's, a short
                                                term rating of F1 by Fitch and
                                                either a long term rating of A
                                                or a short term rating of A-1 by
                                                S&P; and

                                    (b)         in respect of the Basis Swap,
                                                short term ratings of P-1 by
                                                Moody's and F1 by Fitch and
                                                either a long term rating of A
                                                or a short term rating of A-1 by
                                                S&P.

                                    "Quarterly Basis Swap Administered Rate" in
                                    relation to a Quarterly Distribution Date,
                                    has the meaning as set-out in Annexure 4.

                                    "Quarterly Fixed Swap Administered Rate" in
                                    relation to a Quarterly Distribution Date,
                                    has the meaning as set-out in Annexure 4.

                                    "Quarterly Weighted Margin" in relation to a
                                    Quarterly Distribution Date, has the meaning
                                    as set out in Annexure 4.

                                    "Series Supplement" means the Series
                                    Supplement dated on or about the date of
                                    this Agreement between Party A, Party B and
                                    the Manager.

                                                                              11

<PAGE>

                                    "Series Trust" means the Series [ ]
                                    Medallion Trust constituted by the Master
                                    Trust Deed and the Series Supplement.

                                    "Short-Term Investment Income" in relation
                                    to a Monthly Distribution Date means
                                    interest and other income received by the
                                    Trustee during the Collection Period
                                    immediately preceding that Monthly
                                    Distribution Date in respect of:

                                    (a)         the moneys standing to the
                                                credit of the Collections
                                                Account (other than interest
                                                earned on the Collections
                                                Account during the Collections
                                                Period in respect of the Cash
                                                Advance Deposit, the Seller
                                                Deposit or the Interest Rate
                                                Swap Provider Deposit as
                                                calculated, respectively, in
                                                accordance with clauses 8.6, 8.8
                                                and 15.5 of the Series
                                                Supplement);

                                    (b)         amounts representing interest
                                                paid by the Servicer pursuant to
                                                clause 22.5 of the Series
                                                Supplement; and

                                    (c)         Authorised Short-Term
                                                Investments held by the Series
                                                Trust (whether or not
                                                reinvested).

                                    "Variable Charged Interest" in relation to
                                    each Monthly Distribution Date means the
                                    aggregate of all debit entries made during
                                    the Collection Period immediately preceding
                                    that Monthly Distribution Date to the
                                    accounts established in the Servicer's
                                    records for the Mortgage Loans forming part
                                    of the Assets of the Series Trust
                                    representing interest charged at a variable
                                    rate (plus any interest off-set benefits in
                                    respect of Mortgage Interest Saver Accounts
                                    which represents amounts which, if not for
                                    the terms of the Mortgage Interest Saver
                                    Accounts, would have been so debited during
                                    that Collection Period to those accounts to
                                    the extent paid by the Seller pursuant to
                                    clause 15.10 of the Series Supplement and
                                    deposited to the Collections Account prior
                                    to that Monthly Distribution Date).

                                    "Variable Swap Rate" means that the rate for
                                    a Reset Date will be the rate calculated by
                                    taking the weighted average of the interest
                                    rates charged in respect of each account
                                    established in the Mortgage Loan System for
                                    the Mortgage Loans charged a variable
                                    interest rate on that Reset Date, rounded up
                                    to four decimal places.

                 (d)    Interpretation:

                        (i)         references to time are references to Sydney
                                    time;

                        (ii)        a reference to "wilful default" in relation
                                    to Party B means, subject to Part
                                    5(6)(d)(iii) of this Schedule, any wilful
                                    failure by Party B to comply with, or wilful
                                    breach by Party B of, any of its obligations
                                    under any Transaction Document, other than a
                                    failure or breach which:

                                    A.          1)         arises as a result of
                                                           a breach of a
                                                           Transaction Document
                                                           by a person other
                                                           than Party B or other
                                                           than any other person
                                                           referred to in Part
                                                           5(6)(d)(iii); and

                                                2)         the performance of
                                                           the action (the
                                                           non-performance of
                                                           which gave rise to
                                                           such breach) is a
                                                           precondition to Party
                                                           B performing the said

                                                                              12

<PAGE>

                                        obligation;

                        B.      as in accordance with a lawful court order or
                                direction or is otherwise required by law; or

                        C.      is in accordance with any proper instruction or
                                direction of:

                                1)      the Secured Creditors given at a meeting
                                        (or deemed meeting) of Secured Creditors
                                        convened under the Security Trust Deed;
                                        or

                                2)      the Investors given at a meeting
                                        convened under the Master Trust Deed;

                (iii)   a reference to the "fraud", "negligence" or "wilful
                        default" of Party B means the fraud, negligence or
                        wilful default of Party B and of its officers,
                        employees, agents and any other person where Party B is
                        liable for the acts or omissions of such other person
                        under the terms of any Transaction Document;

                (iv)    a reference to "neither party" will be construed as a
                        reference to "no party"; and

                (v)     a reference to "other party" will be construed as a
                        reference to "other parties".

        (e)     ISDA Definitions: The 1991 ISDA Definitions (as
                published by the International Swaps and Derivatives
                Association, Inc ("ISDA")), as supplemented by the 1998
                Supplement to the 1991 ISDA Definitions (as published by ISDA)
                (the "1991 ISDA Definitions") as at the date of this Agreement
                are incorporated into this Agreement and each Confirmation.

        (f)     Inconsistency: Subject to Part 5(6)(a), unless specified
                otherwise, in the event of any inconsistency between any two or
                more of the following documents in respect of a Transaction they
                will take precedence over each other in the following order in
                respect of that Transaction:

                (i)     any Confirmation;
                (ii)    the Series Supplement;
                (iii)   the Master Trust Deed;
                (iv)    this Agreement; and
                (v)     the 1991 ISDA Definitions.

        (g)     Swap Transaction: Any reference to a:

                (i)     "Swap Transaction" in the 1991 ISDA Definitions is
                        deemed to be a reference to a "Transaction" for the
                        purpose of interpreting this Agreement or any
                        Confirmation; and

                (ii)    "Transaction" in this Agreement or any Confirmation is
                        deemed to be a reference to a "Swap Transaction" for the
                        purpose of interpreting the 1991 ISDA Definitions.

        (h)     Incorporated Definitions and other Transaction Documents and
                provisions: Where in this Agreement a word or expression is
                defined by reference to its meaning in another Transaction
                Document or there is a reference to another Transaction Document
                or to a provision of another Transaction Document, any

                                                                              13

<PAGE>

                amendment to the meaning of that word or expression or to that
                other Transaction Document or provision (as the case may be)
                will be of no effect for the purposes of this Agreement unless
                and until the amendment is consented to by the parties to this
                Agreement.

(7)     Limitation of Liability:  Insert the following Section 15, after Section
        14:

        "15.    Party B's Limitation of Liability

        (a)     (Limitation on Party B's liability):  Party B enters into this
                Agreement only in its capacity as trustee of the Series Trust
                and in no other capacity. A liability incurred by Party B acting
                in its capacity as trustee of the Series Trust arising under or
                in connection with this Agreement is limited to and can be
                enforced against Party B only to the extent to which it can be
                satisfied out of the Assets of the Series Trust out of which
                Party B is actually indemnified for the liability. This
                limitation of Party B's liability applies despite any other
                provision of this Agreement (other than Section 15(c)) and
                extends to all liabilities and obligations of Party B in any way
                connected with any representation, warranty, conduct, omission,
                agreement or transaction related to this Agreement.

        (b)     (Claims against Party B): The parties other than Party B may not
                sue Party B in respect of liabilities incurred by Party B acting
                in its capacity as trustee of the Series Trust in any capacity
                other than as trustee of the Series Trust, including seek the
                appointment of a receiver (except in relation to Assets of the
                Series Trust), or a liquidator, or an administrator, or any
                similar person to Party B or prove in any liquidation,
                administration or similar arrangements of or affecting Party B
                (except in relation to the Assets of the Series Trust).

        (c)     (Breach of Trust): The provisions of this Section 15 will not
                apply to any obligation or liability of Party B to the extent
                that it is not satisfied because under the Master Trust Deed,
                the Series Supplement or any other Transaction Document or by
                operation of law there is a reduction in the extent of Party B's
                indemnification out of the Assets of the Series Trust, as a
                result of Party B's fraud, negligence or wilful default.

        (d)     (Acts or omissions):  It is acknowledged that the Relevant
                Parties are responsible under the Transaction Documents for
                performing a variety of obligations relating to the Series
                Trust. No act or omission of Party B (including any related
                failure to satisfy its obligations or any breach of a
                representation or warranty under this Agreement) will be
                considered fraudulent, negligent or a wilful default of Party B
                for the purpose of paragraph (c) of this Section 15 to the
                extent to which the act or omission was caused or contributed to
                by any Relevant Person or any other person appointed by Party B
                under any Transaction Document (other than a person whose acts
                or omissions Party B is liable for in accordance with any
                Transaction Document) to fulfil its obligations relating to the
                Series Trust or by any other act or omission of a Relevant Party
                or any other such person.

        (e)     (No Obligation): The Trustee is not obliged to enter into any
                commitment or obligation under this Agreement or any Transaction
                Document (including incur any further liability) unless the
                Trustee's liability is limited in a manner which is consistent
                with this Section 15 or otherwise in a manner satisfactory to
                the Trustee in its absolute discretion.

(8)     Monthly Swap Statement: Prior to each Monthly Distribution Date the
        Manager will prepare and deliver to Party A and Party B a monthly
        payment notice containing the information specified in Annexure 3 of
        this Agreement.

                                                                              14

<PAGE>

      (9)    Further Assurances: Each party will, upon request by the other
             party (the "requesting party") at the expense of the requesting
             party, perform all such acts and execute all such agreements,
             assurances and other documents and instruments as the requesting
             party reasonably requires (and, in the case of Party B, are within
             the powers granted to Party B under the Master Trust Deed) to
             assure and confirm the rights and powers afforded, created or
             intended to be afforded or created, under or in relation to this
             Agreement and each Transaction or other dealing which occurs under
             or is contemplated by it.

      (10)   Interest Rate Swap Agreement: The parties acknowledge and agree
             that for the purposes of the Transaction Documents that this
             Agreement is an Interest Rate Swap Agreement and Party A is an
             Interest Rate Swap Provider.

      (11)   Procedures for Entering into Transactions:

             (a)   For the purposes of Section 9(e)(ii), Party A will, by or
                   promptly after the relevant Trade Date, send Party B and the
                   Manager four Confirmations each one substantially in the
                   forms set out in Annexures 1A, 1B, 2A and 2B respectively (or
                   in such other forms as may be agreed between Party A, Party B
                   and the Manager), and Party B and the Manager must promptly
                   then confirm the accuracy of and sign and return, or request
                   the correction of each such Confirmation.

             (b)   Party B will enter into each Transaction in its capacity as
                   trustee of the Series Trust.

      (12)   Authorised Officer: Each party will be entitled to assume, in the
             absence of any knowledge to the contrary, that any person signing
             any Confirmation, notice or other written communication issued in
             respect of this Agreement on behalf of a party is an Authorised
             Officer of that party.

      (13)   Recorded Conversations: Each party:

             (a)   consents to the electronic recording of its telephone
                   conversations with the other party (or any of its associated
                   persons) with or without the use of an automatic tone warning
                   device;

             (b)   will provide transcripts of such recordings (if any) upon
                   reasonable request by the other party (at the reasonable cost
                   of the party requesting);

             (c)   acknowledges that such recordings and transcripts can be used
                   as evidence by either party in any dispute between them; and

             (d)   acknowledges that neither is obligated to maintain copies of
                   such recordings and transcripts for the benefit of the other
                   party.

      (14)   Further Fixed Rate Swaps and Downgrading of Party A: Insert the
             following new Sections 16, 17, 18 and 19 after Section 15:

             "16.  Further Fixed Rate Swaps

                   (a)    If, pursuant to clause 16.6(j) of the Series
                          Supplement, in order for the Servicer to permit a
                          Conversion the Servicer requests the Manager (and the
                          Manager directs Party B) to enter into two Fixed Rate
                          Swaps in accordance with this Section 16 for a maximum
                          term not exceeding 10 years, Party B and the Manager
                          will be deemed to have satisfied their respective
                          obligations to enter into such Fixed Rate Swaps if the
                          calculation of the Fixed Rate Swap Amount for the
                          purposes of a Fixed Rate Swap then existing includes
                          the Amounts Outstanding in relation to the Mortgage
                          Loans the subject of the Conversion.

                                                                              15

<PAGE>

           (b)  If Section 16(a) does not apply and Party B and the Manager
                enter into one or more further Fixed Rate Swaps pursuant to
                clause 16.6(j) of the Series Supplement to hedge the interest
                rate risk of one or more Mortgage Loans the subject of a
                Conversion, each such further Fixed Rate Swap must:

                (i)   (Notional Amount): have a Notional Amount for each
                      Calculation Period at least equal to the aggregate Amounts
                      Outstanding as at the first day of the relevant
                      Calculation Period in relation to the Mortgage Loans the
                      subject of the Conversion which have the same fixed rate
                      and End Date;

                (ii)  (Effective Date): have as an Effective Date the Monthly
                      Distribution Date immediately following the last day of
                      the Collection Period in which the Conversion occurs;

                (iii) (Termination Date): have a scheduled Termination Date on
                      or prior to the tenth anniversary of its Trade Date unless
                      the Rating Agencies confirm that entering into the Fixed
                      Rate Swap for a longer period will not result in a
                      reduction, qualification or withdrawal of the credit
                      ratings then assigned by them to the Securities; and

                (iv)  (Confirmation): in all other respects be confirmed as a
                      Fixed Rate Swap in accordance with this Agreement and the
                      sample Confirmation for Fixed Rate Swaps set out in
                      Annexure 2C to this Agreement.

           The Spread applicable to the Floating Amounts, if any, in respect of
           each Fixed Rate Swap entered into following a Conversion shall be the
           relevant Weighted Margin in respect of the relevant Monthly or
           Quarterly Distribution Date plus 0.71% per annum.

     17.   Ratings Downgrade of Party A - Fixed Rate Swaps: If, as a result of
           the reduction or withdrawal of its credit rating by a Rating Agency,
           Party A does not have the Prescribed Rating in relation to the Fixed
           Rate Swaps, Party A must:

           (a)  (Fitch or Moody's): where it ceases to have the Prescribed
                Ratings from Fitch or Moody's in relation to the Fixed Rate
                Swaps:

                (i)   within 30 Business Days of Party A ceasing to have such
                      Prescribed Ratings if and while Party A has a long term
                      credit rating of at least A3 by Moody's and a short term
                      credit rating of at least F2 by Fitch; or

                (ii)  otherwise, if sooner, within 5 Business Days of Party A
                      ceasing to have a long term credit rating of at least A3
                      by Moody's and a short term credit rating of at least F2
                      by Fitch;

                (or such greater period as is agreed to in writing by each
                relevant Rating Agency), at its cost alone and at its election:

                (iii) provided that Party A then has assigned to it a short term
                      credit rating of at least F2 by Fitch, lodge in an
                      Eligible Account as a prepayment of its obligations in
                      respect of the Fixed Rate Swaps an amount equal to the
                      Fixed Rate Prepayment Amount as defined in Section 17(c);
                      or

                                                                              16

<PAGE>

                                    (iv)       enter into an agreement novating
                                               its rights and obligations under
                                               this Agreement in respect of the
                                               Fixed Rate Swaps to a replacement
                                               counterparty acceptable to the
                                               Manager and which the Rating
                                               Agencies confirm in writing will
                                               not result in a reduction,
                                               qualification or withdrawal of
                                               the credit ratings then assigned
                                               by them to the Securities; or

                                    (iv)       enter into such other
                                               arrangements in respect of all
                                               Fixed Rate Swaps which are
                                               satisfactory to the Manager and
                                               which the Rating Agencies confirm
                                               in writing will not result in a
                                               reduction, qualification or
                                               withdrawal of the credit ratings
                                               then assigned by them to the
                                               Securities; and

                        (b)         (S&P): where it ceases to have the
                                    Prescribed Rating in relation to the Fixed
                                    Rate Swap from S&P at its cost alone:

                                    (i)        immediately seek to enter into,
                                               and enter into by no later than
                                               60 days after Party A ceases to
                                               have the Prescribed Ratings in
                                               respect of the Fixed Rate Swap
                                               from S&P, an agreement novating
                                               its rights and obligations under
                                               this Agreement in respect of the
                                               Fixed Rate Swap to a replacement
                                               counterparty which holds the
                                               Prescribed Ratings in respect of
                                               the Fixed Rate Swap and, if a
                                               transfer in accordance with this
                                               Section 17(b)(i) has not occurred
                                               within 30 days after Party A
                                               ceases to have the Prescribed
                                               Ratings in respect of the Fixed
                                               Rate Swap from S&P, lodge in an
                                               Eligible Account as a prepayment
                                               of its obligations in respect of
                                               the Fixed Rate Swaps an amount
                                               equal to the Fixed Rate
                                               Prepayment Amount as defined in
                                               Section 17(c); or

                                    (ii)       (if Party A is unable to effect a
                                               transfer in accordance with
                                               Section 17(b)(i) within 60 days
                                               of Party A ceasing to have the
                                               Prescribed Rating in respect of
                                               the Fixed Rate Swap from S&P or
                                               if Party A otherwise elects)
                                               enter into such other
                                               arrangements in respect of the
                                               Fixed Rate Swap which are
                                               satisfactory to the Manager and
                                               which each Rating Agency confirms
                                               in writing will not result in a
                                               reduction, qualification or
                                               withdrawal of the credit ratings
                                               then assigned by it to the Notes.

                        Notwithstanding that Party A has elected to satisfy its
                        obligations pursuant to this Section 17 in a particular
                        manner, it may subsequently and from time to time vary
                        the manner in which it satisfies its obligations
                        pursuant to this Section 17 (but will not be entitled to
                        any additional grace period in relation to such a
                        variation).

                        (c)         (Fixed Rate Prepayment Amount): For the
                                    purposes of this Section 17 the Fixed Rate
                                    Prepayment Amount will be an amount equal to
                                    the greater of the following:

                                    (i)        where Party A does not have the
                                               Prescribed Rating in respect of
                                               the Fixed Rate Swaps from Fitch,
                                               an amount acceptable to Fitch and
                                               sufficient to maintain the credit
                                               ratings assigned to the
                                               Securities by Fitch immediately
                                               prior to the review of Party A's
                                               credit rating;

                                    (ii)       where Party A does not have the
                                               Prescribed Rating in respect

                                                                              17

<PAGE>

                                                of the Fixed Rate Swaps from
                                                Moody's, an amount acceptable to
                                                Moody's and sufficient to
                                                maintain the credit ratings
                                                assigned to the Securities by
                                                Moody's immediately prior to the
                                                review of Party A's credit
                                                rating; and

                                    (iii)       where Party A does not have the
                                                Prescribed Rating in respect of
                                                the Fixed Rate Swaps from S&P,
                                                the greater of:

                                                A.   zero;

                                                B.   CR;

                                                C.   an amount equal to 1
                                                     percent of the then Amounts
                                                     Outstanding of all Mortgage
                                                     Loans then being charged
                                                     interest at a fixed rate;
                                                     and

                                                D.   the net amount (if any) as
                                                     determined by the Manager
                                                     that is expected to be due
                                                     by Party A to Party B in
                                                     respect of the Fixed Rate
                                                     Swaps on the immediately
                                                     following Monthly
                                                     Distribution Date or
                                                     Quarterly Distribution Date
                                                     (as the case may be)
                                                     (calculated on the basis
                                                     that there will be no
                                                     prepayments made by the
                                                     Mortgagors under the
                                                     Mortgage Loans then being
                                                     charged interest at a fixed
                                                     rate and no conversion of
                                                     the interest rate payable
                                                     under any Mortgage Loan
                                                     from a fixed rate to a
                                                     variable rate or from a
                                                     variable rate to a fixed
                                                     rate during the relevant
                                                     Collection Period).

                                                Where:

                                                          CR = MM + V

                                                "MM" means the aggregate of the
                                                mark-to-market value (whether
                                                positive or negative) of all
                                                Fixed Rate Swaps determined in
                                                accordance with Section 17(d) no
                                                earlier than 3 Business Days
                                                prior to the date that the Fixed
                                                Rate Prepayment Amount is
                                                lodged.

                                                "V" means the volatility buffer,
                                                being the value calculated by
                                                multiplying the aggregate
                                                Notional Amounts (as defined in
                                                the relevant Confirmations) of
                                                the Fixed Rate Swaps at the most
                                                recent relevant Distribution
                                                Date by the relevant percentage
                                                obtained from the following
                                                table:


<TABLE>
                                    -------------------------------------------------------------------
                                   <S>                   <C>                    <C>
                                    Where the period      Where the period       Where the period
                                    between the date of   between the date of    between the date of
                                    recalculation and     recalculation and the  recalculation and
                                    the weighted average  weighted average of    the weighted average
                                    of the maturity       the maturity dates of  of the maturity
                                    dates of the then     the then fixed rate    dates of the then
                                    fixed rate periods    periods in respect of  fixed rate periods
                                    in respect of         Mortgage Loans         in respect of
                                    Mortgage Loans        forming part of the    Mortgage Loans
                                    forming part of the   Assets of the Series   forming part of the
                                    Assets of the Series  Trust which are        Assets of the Series
                                    Trust which are       charged a fixed rate   Trust which are
                                    charged a fixed rate  of interest is         charged a fixed rate
                                    of interest is less   greater than 5 years   of interest is
                                    than or equal to 5    and less than or       greater than 10 years
                                    years                 equal to 10 years
                                    -------------------------------------------------------------------
</TABLE>

                                                                              18

<PAGE>

                                    --------------------------------------------
                                                 or equal to 10 years
                                    --------------------------------------------
                                    1.5          3.15                   6
                                    --------------------------------------------

                        (d)         (Mark to Market Value): Party A must
                                    calculate the mark-to-market value of the
                                    Fixed Rate Swaps by obtaining 2 bids from
                                    counterparties with the Prescribed Ratings
                                    willing to provide the Fixed Rate Swaps in
                                    the absence of Party A. The mark-to-market
                                    value may be a positive or a negative
                                    amount. A bid has a negative value if the
                                    payment to be made is from the counterparty
                                    to Party A and has a positive value if the
                                    payment to be made is from Party A to the
                                    counterparty. The mark-to-market value is
                                    the higher of the bids (on the basis that
                                    any bid of a positive value is higher than
                                    any bid of a negative value).

                        (e)         (Recalculation): Party A must recalculate
                                    the Fixed Rate Prepayment Amount (including
                                    the CR and the mark-to-market value) on a
                                    weekly basis. If:

                                    (i)         the recalculated Fixed Rate
                                                Prepayment Amount is greater
                                                than the immediately preceding
                                                Fixed Rate Prepayment Amount,
                                                Party A must make an additional
                                                prepayment in accordance with
                                                Section 17(a)(iii) or (b)(i)
                                                within 3 Business Days of such
                                                recalculation so that the Fixed
                                                Rate Prepayment Balance equals
                                                the recalculated Fixed Rate
                                                Prepayment Amount; or

                                    (ii)        the recalculated Fixed Rate
                                                Prepayment Amount is less than
                                                the immediately preceding Fixed
                                                Rate Prepayment Amount, Party B
                                                must upon the direction of the
                                                Manager withdraw an amount from
                                                the Eligible Account referred to
                                                in Section 17(a)(ii) or (b)(i)
                                                and pay it to Party A within 3
                                                Business Days of receiving
                                                notice of such recalculation so
                                                that the remaining Fixed Rate
                                                Prepayment Balance after such
                                                withdrawal equals the
                                                recalculated Fixed Rate
                                                Prepayment Amount.

                        (f)         (Interest): Interest will be payable by
                                    Party B on any prepayment by Party A under
                                    this Section 17 in accordance with clause
                                    8.8 of the Series Supplement.

                        (g)         (Utilisation): If the Fixed Rate Prepayment
                                    Balance is applied towards an amount payable
                                    by Party A in accordance with Section 2(f)
                                    Party A must within 3 Business Days make an
                                    additional prepayment in accordance with
                                    Section 17(a)(iii) or (b)(i) equal to the
                                    amount so applied.

                        (h)         (Repayment): If Party A regains the
                                    Prescribed Rating in respect of the Fixed
                                    Rate Swaps Party B must, upon the direction
                                    of the Manager, repay to Party A the then
                                    Fixed Rate Prepayment Balance.

            18.         Downgrading of Party A - Basis Swaps

                        (a)         (Downgrading): If, as a result of the
                                    reduction or withdrawal of its credit rating
                                    by a Rating Agency, Party A does not have
                                    the Prescribed Rating in respect of the
                                    Basis Swaps, Party A must:

                                    (i)         within 30 Business Days of Party
                                                A ceasing to have the

                                                                              19

<PAGE>

                                               Prescribed Rating if and while
                                               Party A has short term credit
                                               ratings of at least P-1 by
                                               Moody's and at least F2 by Fitch;
                                               or

                                    (ii)       otherwise, if sooner, within 5
                                               Business Days of Party A ceasing
                                               to have a short term rating of at
                                               least P-1 by Moody's and at least
                                               F2 by Fitch;

                                    (or such greater period as is agreed to in
                                    writing by each relevant Rating Agency) (the
                                    "Posting Period"), at its cost alone and at
                                    its election:

                        (b)         (Prepayment):

                                    (i)        on or before the last day of the
                                               Posting Period, pay to Party B as
                                               a prepayment of its obligations
                                               under each of the Basis Swaps for
                                               the then Calculation Period, the
                                               relevant net amount (if any) that
                                               is expected to be due by Party A
                                               to Party B at the end of that
                                               Calculation Period;

                                    (ii)       in the case of the Monthly Basis
                                               Swap, on each Monthly
                                               Distribution Date which follows
                                               such prepayment, pay to Party B
                                               as a prepayment of its
                                               obligations under the Monthly
                                               Basis Swap for the Calculation
                                               Period commencing on each such
                                               Monthly Distribution Date, the
                                               net amount (if any) that is
                                               expected to be due by Party A to
                                               Party B at the end of that
                                               Calculation Period less any
                                               Monthly Basis Swap prepayments
                                               relating to any prior Monthly
                                               Distribution Date held in the
                                               Basis Prepayment Balance; and

                                    (iii)      in the case of the Quarterly
                                               Basis Swap, on each Quarterly
                                               Distribution Date which follows
                                               such prepayment, pay to Party B
                                               as a prepayment of its
                                               obligations under the Quarterly
                                               Basis Swap for the Calculation
                                               Period commencing on each such
                                               Quarterly Distribution Date, the
                                               net amount (if any) that is
                                               expected to be due by Party A to
                                               Party B at the end of that
                                               Calculation Period less any
                                               Quarterly Basis Swap prepayments
                                               relating to any prior Quarterly
                                               Distribution Date held in the
                                               Basis Prepayment Balance.

                                    as determined by the Manager, by depositing
                                    such net amount (if any) into the
                                    Collections Account in cleared funds; or

                        (c)         (Other arrangements): enter into some other
                                    arrangement satisfactory to the Manager and
                                    Party B which the Rating Agencies confirm
                                    will not result in a reduction,
                                    qualification or withdrawal of the credit
                                    ratings then assigned by them to the
                                    Securities.

                        A prepayment on the first day of any Calculation Period
                        by Party A under Section 18(b) will constitute a
                        prepayment of Party A's payment obligations (to the
                        extent thereof) in respect of each Basis Swap for the
                        Calculation Period commencing on the relevant Monthly or
                        Quarterly Distribution Date. Notwithstanding that Party
                        A has elected to satisfy its obligations pursuant to
                        this Section 18 in a particular manner, it may
                        subsequently and from time to time vary the manner in
                        which it satisfies its obligations pursuant to this
                        Section 18 (but will not be entitled to any additional
                        grace period in relation to such a variation). Interest
                        will be payable by Party B on any prepayment by Party A
                        under this Section 18 in accordance with clause 8.8 of
                        the Series Supplement.

                                                                              20

<PAGE>

          19.  Securities Repaid

               On the date that the Invested Amount in respect of the Securities
               has been reduced to zero, or the Securities are redeemed in full
               or are deemed to have been redeemed in full under the Series
               Supplement, whichever is the earlier, Party A's obligations under
               Sections 17 and 18 will cease and Party B must pay to Party A on
               that date the Outstanding Interest Rate Swap Prepayment Amount
               and interest on such payment."

(15)      Transfer:

          Section 7 is replaced with:

          "7.  Essential term: Transfer

          (a)  Neither the interests nor the obligations of either party in or
               under this Agreement (including any Transaction) are capable of
               being assigned or transferred (whether at law, in equity or
               otherwise), charged or the subject of any trust (other than the
               Series Trust or the trusts created pursuant to any Credit Support
               Document in relation to Party B) or other fiduciary obligation.
               Any action by a party which purports to do any of these things is
               void.

          (b)  Nothing in this Section 7:

               (i)   restricts a transfer by a party after the other party has
                     agreed to the variation of this Agreement to the extent
                     necessary to permit such transfer;

               (ii)  restricts a novation of the interests and obligations of a
                     party in or under this Agreement (including any
                     Transaction) including, but not limited to, for the
                     purposes of giving effect to a transfer under Section
                     6(b)(ii);

               (iii) restricts a transfer by a party of all or any part of its
                     interest in any amount payable to it from a Defaulting
                     Party under Section 6(e); or

               (iv)  restricts Party B from granting security over a Transaction
                     or this Agreement pursuant to any Credit Support Document
                     in relation to Party B,

               provided that the Rating Agencies have confirmed that such
               transfer, variation or assignment by way of security (as the case
               may be) will not result in a reduction, qualification or
               withdrawal of the credit ratings then assigned by them to the
               Securities.

          (c)  Each party acknowledges that the other party enters into this
               Agreement and each Transaction on the basis that this Section 7
               must be strictly observed and is essential to the terms of this
               Agreement (including each Transaction)."

(16)      Addenda

          The following addendum to the Schedule to the Master Agreement of
          International Swap Dealers and Derivatives Association, Inc in the
          form of the copy attached to this Agreement is incorporated in this
          Agreement:

          .    September 1991 Australian Addendum No. 1 (as amended in September
               1992 and March 1997) - Interest Rate Caps, Collars and Floors.

(17)      Knowledge or Awareness

                                                                              21

<PAGE>

          Subject to Section 12(a), each party will only be considered to have
          knowledge or awareness of, or notice of, a thing or grounds to believe
          anything by virtue of the officers of that party or any Related Body
          Corporate of that party which have the day to day responsibility for
          the administration or management of that party's (or a Related Body
          Corporate of that party's) obligations in relation to the Series Trust
          or the Transactions entered into under this Agreement having actual
          knowledge, actual awareness or actual notice of that thing, or grounds
          or reason to believe that thing (and similar references will be
          interpreted in this way).

(18)      Interest Rate Basis Cap

          The parties agree that any Interest Rate Basis Cap entered into
          between them pursuant to clause 16.6(k) of the Series Supplement will
          be entered into as a transaction governed by the terms of this
          Agreement.

                                                                              22

<PAGE>

Executed in Sydney.

Attorney for                              Attorney for


______________________________________    ______________________________________
Commonwealth Bank of Australia,           Perpetual Trustee Company Limited,
ABN 48 123 123 124                        ABN 42 000 001 007, as trustee of the
                                          Series [    ] Medallion Trust


Attorney for


______________________________________
Securitisation Advisory Services Pty. Limited,
ABN 88 064 133 946

                                                                              23

<PAGE>

Annexure 1A

Form of confirmation for Monthly Basis Swap - Series  [       ] Medallion Trust

                   [Commonwealth Bank of Australia Letterhead]

[DATE]

To: Perpetual Trustee Company Limited     Securitisation Advisory Services Pty.
    ABN 42 000 001 007                    Limited
    as trustee of the Series Trust        ABN 88 064 133 946
    Level 7                               Level 8
    39 Hunter Street                      48 Martin Place
    SYDNEY  NSW  2000                     SYDNEY  NSW  2000

                                          Attention: Manager, Securitisation

    Attention: Manager, Securitisation Services

Swap Confirmation - Monthly Basis Swap

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, novitiate or supplemented from
time to time (the "Agreement"), between Commonwealth Bank of Australia, ABN 48
123 123 124 ("Party A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("Party B") and Securitisation Advisory Services Pty. Limited (the
"Manager"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.

The terms of the particular Transaction to which this Confirmation relates are
as follows:

Our Reference:           [     ]

Trade Date:              [     ]

Effective Date:          [     ]

Termination Date:        Means the earlier of:

                         a)    the Call Date but only if:

                               (i)   the Issue Margins (as defined in the Class
                                     A-1 Note Conditions in respect of the Class
                                     A-1 Notes) in respect of the Class A-1
                                     Notes and Class A-2 Notes increase as and
                                     from the Call Date; and

                               (ii)  the weighted average Mortgage Rate
                                     applicable to the Mortgage Loans forming
                                     part of the Assets of the Series Trust
                                     which are charged interest at a variable
                                     rate is equal to or greater than the then
                                     Threshold Rate.

                                                                              24

<PAGE>

<TABLE>
<S>                                        <C>
                                           (b)    the date that all the Securities have been redeemed in
                                                  full; and

                                           (c)    the Termination Date for the Series Trust,

                                           subject to the Following Business Day Convention

Notional Amount:                           With respect to each Monthly Calculation Period means the Monthly Basis
                                           Swap Amount for that Monthly Calculation Period

Floating Administered Rate Amounts:

     Floating Administered Rate Payer:     Party B

     Floating Administered Rate Payer      Each Monthly Distribution Date
     Payment Dates:

     Floating Rate Option:                 Monthly Basis Swap Administered Rate in relation to the relevant
                                           Monthly Distribution Date

     Floating Rate Day Count Fraction:     Actual/365 (Fixed)

Floating BBSW Weighted Rate Amounts:

     Floating BBSW Rate Payer:             Party A

     Floating BBSW Rate Payer Payment      Each Monthly Distribution Date
     Dates:

     Floating Rate Option:                 One-month Bank Bill Rate for the Accrual Period corresponding to the
                                           Calculation Period

     Spread:                               Monthly Weighted Margin in respect of the relevant Monthly Distribution
                                           Date plus [   ]% per annum

     Floating Rate Day Count Fraction:     Actual/365 (Fixed)

Business Day:                              Sydney

Business Day Convention:                   Following

Calculation Agent:                         The Manager

Other Provisions:                          For the purposes of the Agreement, the Transaction to which this
                                           Confirmation relates is a Basis Swap
</TABLE>

Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.

Executed documents will follow by mail.

                                                                              25

<PAGE>

Yours sincerely

SIGNED for and on behalf of PERPETUAL     SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN 42  000      COMMONWEALTH BANK OF AUSTRALIA,
001 007, as trustee of the Series         ABN 48 123 123 124
[          ] Medallion Trust



By:     _______________________________   By:    _______________________________
        (Authorised Officer)                     (Authorised Officer)


Name:   _______________________________   Name:  _______________________________


Title:  _______________________________   Title: _______________________________


SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946


By:     _______________________________
        (Authorised Officer)


Name:   _______________________________


Title:  _______________________________

                                                                              26



<PAGE>

Annexure 1B
Form of confirmation for Quarterly Basis Swap - Series [       ] Medallion Trust

                   [Commonwealth Bank of Australia Letterhead]

[DATE]

<TABLE>
<S>                                             <C>
To:  Perpetual Trustee Company Limited          Securitisation Advisory Services Pty. Limited
     ABN 42 000 001 007                         ABN 88 064 133 946
     as trustee of the Series Trust             Level 8
     Level 7                                    48 Martin Place
     39 Hunter Street                           SYDNEY NSW  2000
     SYDNEY NSW 2000
                                                Attention:  Manager, Securitisation

     Attention:  Manager, Securitisation Services
</TABLE>

Swap Confirmation - Quarterly Basis Swap

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [         ], as amended, novitiate or supplemented
from time to time (the "Agreement"), between Commonwealth Bank of Australia, ABN
48 123 123 124 ("Party A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("Party B") and Securitisation Advisory Services Pty. Limited (the
"Manager"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.

The terms of the particular Transaction to which this Confirmation relates are
as follows:

Our Reference:            [    ]

Trade Date:               [    ]

Effective Date:           [    ]

Termination Date:         Means the earlier of:

                          (a)    the Call Date but only if:

                                 (i)  the Issue Margins (as defined in the Class
                                      A-1 Note Conditions in respect of the
                                      Class-A-1 Notes)in respect of the Class
                                      A-1 Notes and Class A-2 Notes increase as
                                      and from the Call Date; and

                                 (ii) the weighted average Mortgage Rate
                                      applicable to the Mortgage Loans forming
                                      part of the Assets of the Series Trust
                                      which are charged interest at a variable
                                      rate is equal to or greater than the then
                                      Rate.

                          (b)    the date that all the Securities have been
                                 redeemed in

                                                                              27

<PAGE>

<TABLE>
<S>                                        <C>
                                                  full; and

                                           (c)    the Termination Date for the Series Trust,

                                           subject to the Following Business Day Convention

Notional Amount:                           With respect to each quarterly Calculation Period means the Quarterly
                                           Basis Swap Amount for that quarterly Calculation Period

Floating Administered Rate Amounts:

     Floating Administered Rate Payer:     Party B

     Floating Administered Rate Payer      Each Quarterly Distribution Date
     Payment Dates:

     Floating Rate Option:                 Quarterly Basis Swap Administered Rate in relation to the relevant
                                           Quarterly Distribution Date

     Floating Rate Day Count Fraction:     Actual/365 (Fixed)

Floating BBSW Weighted Rate Amounts:

     Floating BBSW Rate Payer:             Party A

     Floating BBSW Rate Payer Payment      Each Quarterly Distribution Date
     Dates:

     Floating Rate Option:                 Three-month Bank Bill Rate for the Accrual Period corresponding to the
                                           Calculation Period

     Spread:                               Quarterly Weighted Margin in respect of the relevant Quarterly
                                           Distribution Date plus [   ]% per annum

     Floating Rate Day Count Fraction:     Actual/365 (Fixed)

Business Day:                              Sydney

Business Day Convention:                   Following

Calculation Agent:                         The Manager

Other Provisions:                          For the purposes of the Agreement, the Transaction to which this
                                           Confirmation relates is a Basis Swap
</TABLE>

Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confi1rmation relates by signing and
returning this Confirmation to us by facsimile today.

Executed documents will follow by mail.

                                                                              28

<PAGE>

Yours sincerely

SIGNED for and on behalf of PERPETUAL     SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN              COMMONWEALTH BANK OF AUSTRALIA,
42 000 001 007, as trustee of the         ABN 48 123 123 124
Series [      ] Medallion Trust


By:    _______________________________    By:    _______________________________
       (Authorised Officer)                      (Authorised Officer)

Name:  _______________________________    Name:  _______________________________

Title: _______________________________    Title: _______________________________


SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946


By:    _______________________________
       (Authorised Officer)

Name:  _______________________________

Title: _______________________________

                                                                              29

<PAGE>

Annexure 2A
Form of Confirmation for Monthly Fixed Rate Swap - Series  [       ] Medallion
Trust

                   [Commonwealth Bank of Australia Letterhead]

[DATE]

To: Perpetual Trustee Company Limited      Securitisation Advisory Services Pty.
    ABN 42 000 001 007                     Limited
    as trustee of the Series Trust         ABN 88 064 133 946
    Level 7                                Level 8
    39 Hunter Street                       48 Martin Place
    SYDNEY  NSW  2000                      SYDNEY  NSW  2000

                                           Attention: Manager, Securitisation

    Attention: Manager, Securitisation Services

Swap Confirmation - Monthly Fixed Rate Swap

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [        ], as amended, novitiate or and
supplemented from time to time (the "Agreement"), between Commonwealth Bank of
Australia, ABN 48 123 123 124 ("Party A"), Perpetual Trustee Company Limited as
trustee of the Series Trust ("Party B") and Securitisation Advisory Services
Pty. Limited (the "Manager"). All provisions contained in the Agreement govern
this Confirmation except as expressly modified below. The terms of the
particular Transaction to which this Confirmation relates are as follows:

Our Reference:                [    ]

Trade Date:                   [    ]

Effective Date:               [    ]

Termination Date:             Means the earlier of:

                              (a)  the date that all the Securities have been
                                   redeemed in full; and

                              (b)  the Termination Date for the Series Trust,

                              subject to the Following Business Day Convention

Notional Amount:              With respect to each monthly Calculation Period
                              means the Monthly Fixed Rate Swap Amount for that
                              monthly Calculation Period

Fixed Amounts:

     Fixed Rate Payer:        Party B

                                                                              30

<PAGE>

     Fixed Rate Payer Payment          Each Monthly Distribution Date
     Dates:

     Fixed Rate::                      The Monthly Fixed Swap Administered Rate
                                       in relation to the relevant Monthly
                                       Distribution Date

     Fixed Rate Day Count              Actual/365 (Fixed)
     Fraction:

Floating Amounts:

     Floating Rate Payer:              Party A

     Floating Rate Payer Payment       Each Monthly Distribution Date
     Dates:

     Floating Rate Option:             One-month Bank Bill Rate for the Accrual
                                       Period corresponding to the Calculation
                                       Period

     Spread:                           Monthly Weighted Margin in respect of the
                                       relevant Monthly Distribution Date plus
                                       [ ]% per annum

     Floating Rate Day Count           Actual/365 (Fixed)
     Fraction:

Business Day:                          Sydney

Business Day Convention:               Following

Calculation Agent:                     The Manager

Other Provisions:                      For the purposes of the Agreement, the
                                       Transaction to which this Confirmation
                                       relates is a Fixed Rate Swap

Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.

Executed documents will follow by mail.

Yours sincerely

SIGNED for and on behalf of               SIGNED for and on behalf of
PERPETUAL TRUSTEE COMPANY LIMITED,        COMMONWEALTH BANK OF AUSTRALIA,
ABN 42 000 001 007, as trustee            ABN 48 123 123 124
of the Series [      ] Medallion
Trust


By:    _______________________________    By:    _______________________________
       (Authorised Officer)                      (Authorised Officer)

Name:  _______________________________    Name:  _______________________________

Title: _______________________________    Title: _______________________________

                                                                              31

<PAGE>

SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946



By:     _______________________________
        (Authorised Officer)

Name:   _______________________________

Title:  _______________________________

                                                                              32

<PAGE>

Annexure 2B
Form of Confirmation for Quarterly Fixed Rate Swap - Series  [       ] Medallion
Trust

                   [Commonwealth Bank of Australia Letterhead]

[DATE]

To: Perpetual Trustee Company Limited   Securitisation Advisory Services Pty.
    ABN 42 000 001 007                  Limited
    as trustee of the Series Trust      ABN 88 064 133 946
    Level 7                             Level 8
    39 Hunter Street                    48 Martin Place
    SYDNEY NSW 2000                     SYDNEY NSW 2000

                                        Attention: Manager, Securitisation

    Attention:  Manager, Securitisation Services

Swap Confirmation - Quarterly Fixed Rate Swap

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [    ], as amended, novitiate or and supplemented
from time to time (the "Agreement"), between Commonwealth Bank of Australia, ABN
48 123 123 124 ("Party A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("Party B") and Securitisation Advisory Services Pty. Limited (the
"Manager"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below. The terms of the particular Transaction to
which this Confirmation relates are as follows:

Our Reference:                 [   ]

Trade Date:                    [   ]

Effective Date:                [   ]

Termination Date:              Means the earlier of:

                               (a)  the date that all the Securities have been
                                    redeemed in full; and

                               (b)  the Termination Date for the Series Trust,

                               subject to the Following Business Day Convention

Notional Amount:               With respect to each quarterly Calculation Period
                               means the Quarterly Fixed Rate Swap Amount for
                               that quarterly Calculation Period

Fixed Amounts:

    Fixed Rate Payer:          Party B

                                                                              33

<PAGE>

     Fixed Rate Payer Payment Dates:       Each Quarterly Distribution Date

     Fixed Rate::                          The Quarterly Fixed Swap Administered
                                           Rate in relation to the relevant
                                           Quarterly Distribution Date

     Fixed Rate Day Count Fraction:        Actual/365 (Fixed)

Floating Amounts:

     Floating Rate Payer:                  Party A

     Floating Rate Payer Payment           Each Quarterly Distribution Date
     Dates:

     Floating Rate Option:                 Three-month Bank Bill Rate for the
                                           Accrual Period corresponding to the
                                           Calculation Period

     Spread:                               Quarterly Weighted Margin in respect
                                           of the relevant Quarterly
                                           Distribution Date plus [  ]% per
                                           annum

     Floating Rate Day Count Fraction:     Actual/365 (Fixed)

Business Day:                              Sydney

Business Day Convention:                   Following

Calculation Agent:                         The Manager

Other Provisions:                          For the purposes of the Agreement,
                                           the Transaction to which this
                                           Confirmation relates is a Fixed Rate
                                           Swap

Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.

Executed documents will follow by mail.

Yours sincerely

<TABLE>
<S>                                                          <C>
SIGNED for and on behalf of PERPETUAL TRUSTEE COMPANY        SIGNED for and on behalf of COMMONWEALTH BANK OF
LIMITED, ABN 42 000 001 007, as trustee of the Series        AUSTRALIA, ABN 48 123 123 124
[       ] Medallion Trust

By:         _______________________________                  By:         _______________________________
            (Authorised Officer)                                         (Authorised Officer)
Name:       _______________________________                  Name:       _______________________________

Title:      _______________________________                  Title:      _______________________________
</TABLE>

                                                                              34

<PAGE>

SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946


By:         _______________________________
            (Authorised Officer)
Name:       _______________________________

Title:      _______________________________

                                                                              35






<PAGE>

Annexure 2C
Form of Confirmation for Other Fixed Rate Swaps - Series  [   ] Medallion Trust

                   [Commonwealth Bank of Australia Letterhead]

[DATE]

<TABLE>
<S>                                                      <C>
To:  Perpetual Trustee Company Limited                   Securitisation Advisory Services Pty. Limited
     ABN 42 000 001 007                                  ABN 88 064 133 946
     as trustee of the Series Trust                      Level 8
     Level 7                                             48 Martin Place
     39 Hunter Street                                    SYDNEY  NSW  2000
     SYDNEY NSW 2000

                                                         Attention:  Manager, Securitisation

     Attention:  Manager, Securitisation Services
</TABLE>

Swap Confirmation - Other Fixed Rate Swap

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, novitiate or and supplemented from
time to time (the "Agreement"), between Commonwealth Bank of Australia, ABN 48
123 123 124 ("Party A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("Party B") and Securitisation Advisory Services Pty. Limited (the
"Manager"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below. The terms of the particular Transaction to
which this Confirmation relates are as follows:

Our Reference:                 [    ]

Trade Date:                    [    ]

Effective Date:                [    ]

Termination Date:              Means the earlier of:

                               (a) the date that all the Securities have been
                                   redeemed in full; and

                               (b) the Termination Date for the Series Trust,

                               subject to the Following Business Day Convention

Notional Amount:               With respect to each Calculation Period means the
                               Other Fixed Rate Swap Amount for that Calculation
                               Period
Fixed Amounts:

     Fixed Rate Payer:         Party B

     Fixed Rate Payer
     Payment Dates:            Each [Monthly/Quarterly]Distribution Date

                                                                              36

<PAGE>

     Fixed Rate::                          The [Monthly/Quarterly]Fixed Swap
                                           Administered Rate in relation to the
                                           relevant [Monthly/Quarterly]
                                           Distribution Date

     Fixed Rate Day Count Fraction:        Actual/365 (Fixed)

Floating Amounts:

     Floating Rate Payer:                  Party A

     Floating Rate Payer Payment Dates:    Each [Monthly/Quarterly]Distribution
                                           Date

     Floating Rate Option:                 Relevant Bank Bill Rate for the
                                           Accrual Period corresponding to the
                                           Calculation Period

     Spread:                               [Monthly/Quarterly]Weighted Margin in
                                           respect of the relevant Distribution
                                           Date plus [   ]% per annum

     Floating Rate Day Count Fraction:     Actual/365 (Fixed)

Business Day:                              Sydney

Business Day Convention:                   Following

Calculation Agent:                         The Manager

Other Provisions:                          For the purposes of the Agreement,
                                           the Transaction to which this
                                           Confirmation relates is a Fixed Rate
                                           Swap

Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.

Executed documents will follow by mail.

Yours sincerely

SIGNED for and on behalf of PERPETUAL      SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN 42 000        COMMONWEALTH BANK OF AUSTRALIA, ABN
001 007, as trustee of the Series [    ]   48 123 123 124
Medallion Trust

By:         _________________________      By:         _________________________
            (Authorised Officer)                       (Authorised Officer)

Name:       _________________________      Name:       _________________________

Title:      _________________________      Title:      _________________________

                                                                              37

<PAGE>

SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946

By:         _______________________________
            (Authorised Officer)

Name:       _______________________________

Title:      _______________________________




                                                                              38

<PAGE>

Annexure 3
Monthly Payment Notice - Series  [            ] Medallion Trust

To:         Commonwealth Bank Of Australia, ABN 48 123 123 124 ("Party A")

And To:     Perpetual Trustee Company Limited, ABN 42 000 001 007, as trustee of
            the Series Trust, ("Party B")

From:       Securitisation Advisory Services Pty. Limited, ABN 88 064 133 946
            (the "Manager")

ISDA MASTER AGREEMENT dated [                 ] between Party A, Party B and the
Manager (the "Agreement")

Determination Date:

The Manager has determined and gives notice of the following:

1.          Monthly Basis Swaps

            (a)   Notional Amount for the current Calculation Period:

            (b)   Monthly Basis Swap Administered Rate for the current
                  Calculation Period just ended:

2.          Monthly Fixed Rate Swaps

            (a)   Notional Amount for the current Calculation Period:

            (b)   Monthly Fixed Rate Administered Rate for the current
                  Calculation Period just ended:

3.          Monthly Rate Set

            One-month Bank Bill Rate for the current Calculation Period:

            Monthly Weighted Margin for the current Calculation Period:

4.          Quarterly Basis Swaps (only on a Quarterly Distribution Date)

            (a)   Notional Amount for the current Calculation Period:

            (b)   Quarterly Basis Swap Administered Rate for the current
                  Calculation Period just ended:

5.          Quarterly Fixed Rate Swaps (only on a Quarterly Distribution Date)

            (a)   Notional Amount for the current Calculation Period:

            (b)   Quarterly Fixed Rate Administered Rate for the current
                  Calculation Period just ended:

6.          Quarterly Rate Set (only on a Quarterly Distribution Date)

            (a)   Three-month Bank Bill Rate for the current Calculation Period:

            (b)   Quarterly Weighted Margin for the current Calculation Period:


                                                                              39

<PAGE>

7.          Net Break Receipts and Payments

            (a)   The Net Break Receipt (if any) in respect of the Determination
                  Date:

            (b)   The Net Break Payment (if any) in respect of the Determination
                  Date :

8.          Net Amount

            (a)   Net amount due for payment by Party A on the immediately
                  following Payment Date:

            (b)   Net amount due for payment by Party B on the immediately
                  following Payment Date:

Terms used and not otherwise defined in this notice have the same meaning as in
the Agreement, as amended, supplemented or novitiate from time to time.

SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946

By:         _______________________________
            (Authorised Officer)

Name:       _______________________________

Title:      _______________________________





                                                                              40

<PAGE>

     Annexure 4
     Part 5(6) - Definitions



     "Monthly Basis Swap Administered Rate" means, in relation to a Monthly
     Distribution Date the amount expressed as a percentage, determined in
     accordance with the following calculation:

     <TABLE>
     <S>     <C>
                                          MBSA/
             SII x                                                + VCI x [MBSA/(MBSA + QBSA)]
                   [MBSA + QBSA + MFRSA + QFRSA + MOFRSA + QOFRSA]
     MBSAR = ---------------------------------------------------------------------------------
                                           MBSA
     </TABLE>

     x 365/NM


     where:

     MBSAR        means the Monthly Basis Swap Administered Rate

     SII          means the Short Term Investment Income

     MBSA         means the Monthly Basis Swap Amount

     QBSA         means the Quarterly Basis Swap Amount

     MFRSA        means the Monthly Fixed Rate Swap Amount

     QFRSA        means the Quarterly Fixed Rate Swap Amount

     MOFRSA       means the Monthly Other Fixed Rate Swap Amount

     QOFRSA       means the Quarterly Other Fixed Rate Swap Amount

     VCI          means the Variable Charged Interest Each Monthly Collection
                  Period

     NM           means the Number of Days in Monthly Accrual Period

     "Monthly Fixed Swap Administered Rate" means, in relation to a Monthly
     Distribution Date the amount expressed as a percentage, determined in
     accordance with the following calculation:

     <TABLE>
     <S>     <C>
                               MFRSA + MORFSA                              MFRSA + MOFRSA
              SII x-------------------------------------- + FCI x --------------------------------
                   [MBSA + QBSA + QFRSA + MOFRSA + QOFRSA]        [MFRSA + MOFRSA + QFRSA + QOFRSA]
      MFSAR = -------------------------------------------------------------------------------------x 365/NM
                                                    [MFRSA + MORFSA]
     </TABLE>


      where


     MFRSA            means the Monthly Fixed Rate Swap Amount

     SII              means the Short Term Investment Income

     MFRSA            means the Monthly Fixed Rate Swap Amount

     MQFRSA           means the Monthly Other Fixed Rate Swap Amount

     MBSA             means the Monthly Basis Swap Amount

     QBSA             means the Quarterly Basis Swap Amount

                                                                              41



<PAGE>

            QFRSA     means the Quarterly Fixed Rate Swap Amount

            QOFRSA    means the Quarterly Other Fixed Rate Swap Amount

            FCI       means the Fixed Charge Interest

            NM        means the number of days in monthly Accrual Period

            "Monthly Weighted Margin" in relation to a Monthly Fixed Rate Swap
            or Monthly Basis Swap means the amount expressed as a percentage,
            determined by the following calculation:

            MWM    =  CA2-1/                         x     CA2-1M
                      (CA2 + MCB + MRB + MSR)
                      +
                      CA2-2/                         x     CA2-2M
                      (CA2 + MCB + MRB + MSR)
                      +
                      MCB/                           x     CBM
                      (CA2 + MCB + MRB + MSR)
                      +
                      MRB/                           x     RBM
                      (CA2 + MCB + MRB + MSR)
                      +
                      MSR/                           x     SRM
                      (CA2 + MCB + MRB + MSR)

            where:

            CA2-1  means the Aggregate Stated Amounts of Class A2-Tranche 1
                   Notes at end of the previous Monthly Distribution Date, or
                   where there is only a single initial Class A-2 Tranche, the
                   Stated Amount of the Class A2 Notes

            CA2-2  means the Aggregate Stated Amounts of Class A2-Tranche 2
                   Notes at end of the previous Monthly Distribution Date

            CA2    means the Aggregate Stated Amounts of all Class A2 Notes at
                   end of the previous Monthly Distribution Date

            CA2-1M means the Issue Margin in respect of the Class A2-Tranche 1
                   Notes during the monthly Accrual Period immediately prior to
                   the Monthly Distribution Date or if there is only a single
                   Class A-2 Tranche, the Class A2 Issue Margin

            CA2-2M means the Issue Margin in respect of the Class A2-Tranche 2
                   Notes during the monthly Accrual Period immediately prior to
                   the Monthly Distribution Date

            RBM    means the Weighted Average of the Issue Margins in respect of
                   the Redraw Bonds outstanding during the monthly Accrual
                   Period immediately prior to the Monthly Distribution Date

            CBM    means the Issue Margin in respect of the Class B Notes

            SRM    means the Drawdown Margin as defined in the Standby Redraw
                   Facility Agreement

            MCB    means the monthly swap proportion of Aggregate Stated Amounts
                   of Class B Notes at end of the previousMonthly Distribution
                   Date, determined in accordance with the following
                   calculation:

                                                                              42

<PAGE>


                =         CB x (MBSA + MFRSA + MOFRSA)
                  -----------------------------------------------
                  (QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA)

                where:

                MBSA      means the Monthly Basis Swap Amount

                QBSA      means the Quarterly Basis Swap Amount

                MFRSA     means the Monthly Fixed Rate Swap Amount

                QFRSA     means the Quarterly Fixed Rate Swap Amount

                MOFRSA    means the Monthly Other Fixed Rate Swap Amount

                QOFRSA    means the Quarterly Other Fixed Rate Swap Amount

     MRB means the monthly swap proportion of Aggregate Stated Amounts of Redraw
     Bonds at end of the previous Monthly Distribution Date, determined in
     accordance with the following calculation:

                          RB x (MBSA + MFRSA + MORFSA)
                = -----------------------------------------------
                  (QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA

                where:

                RB        means the Redraw Bonds at beginning of a month

     MSR means a proportion of the Standby Redraw Facility Principal at the end
     of the previous Monthly Distribution Date, determined in accordance with
     the following calculation:

                            SR x (MBSA + MFRSA + MOFRSA
                = -----------------------------------------------
                 (QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA

                where:

                SR        equals the Standby Redraw Facility Principal at the
                          end of the previous Monthly Distribution Date

     "Quarterly Basis Swap Administered Rate" means in relation to a Quarterly
     Distribution Date the amount expressed as a percentage, determined in
     accordance with the following calculation:

             CQBSII + CQCVI
     QBSAR = -------------- x 365/NQ
                  QBSA

     where:

     QBSAR      means the Quarterly Basis Swap Administered Rate

     CQBSII     means the sum of QBSII for each month since the previous
                Quarterly Distribution Date

     QBSII      means the Quarterly Basis Swap share of Short Term Investment
                Income for each monthly Collection Period, determined in
                accordance with the following calculation:

                                                                              43

<PAGE>

                                      QBSA
                SII x ----------------------------------------------
                      [MBSA + QBSA + MFRSA + QFRDA + MOFRSA + OFRSA]



                where:

                MBSA      means the Monthly Basis Swap Amount

                QBSA      means the Quarterly Basis Swap Amount

                MFRSA     means the Monthly Fixed Rate Swap Amount

                QFRSA     means the Quarterly Fixed Rate Swap Amount

                MOFRSA    means the Monthly Other Fixed Rate Swap Amount

                QOFRSA    means the Quarterly Other Fixed Rate Swap Amount

       CQVCI    means the sum of QVCI for each month since previous Quarterly
                Distribution Date

       QVCI     means the Quarterly Basis Swap share of Variable Charged
                Interest for each monthly Collection Period, determined in
                accordance with the following calculation:

                = VCI x QBSA/(MBSA + QBSA)

       NQ       means the number of days in quarterly Accrual Period

       "Quarterly Fixed Swap Administered Rate" means in relation to a Quarterly
       Distribution Date the amount expressed as a percentage, determined in
       accordance with the following calculation:

       QFSAR =       [CQFCI+CQFSII]
                    ---------------- x 365/NQ
                    [QFRSA + QOFRSA]

       QFSAR        means the Quarterly Fixed Swap Administration Rate

       CQFCI        means the Sum of QFCI for each month since Previous
                    Quarterly Distribution Date

       QFCI         means the Quarterly Fixed Swap Share of Fixed Rate Charged
                    Interest each monthly Collection Period, determined in
                    accordance with the following calculation:

                    =  FCI x [QFRSA+QOFRSA]/(MFRSA+MOFRSA+QFRSA+QOFRSA)

       CQFSII       means the Sum of QFSII for each month since Previous
                    Quarterly Distribution Date

       QFSII        means the quarterly Fixed Rate Swap share of Short Term
                    Investment Income for each monthly Collection Period,
                    determined in accordance with the following calculation:

                                             QFRSA + QOFRSA
                    = SII x ------------------------------------------------
                            (MBSA + QBSA + MRFRSA + QFRSA + MOFRSA + QOFRSA)

                    where

                    MBSA        means the Monthly Basis Swap Amount

                                                                              44

<PAGE>

               QBSA     means the Quarterly Basis Swap Amount

               MFRSA    means the Monthly Fixed Rate Swap Amount

               QFRSA    means the Quarterly Fixed Rate Swap Amount

               MOFRSA   means the Monthly Other Fixed Rate Swap Amount

               QOFRSA   means the Quarterly Other Fixed Rate Swap Amount

NQ             means the number of days in quarterly Accrual Period

"Quarterly Weighted Margin" in relation to a Quarterly Fixed Swap or a Quarterly
Basis Swap means the amount expressed as a percentage, determined by the
following calculation:

QWM       =    CA1/                      x      CA1M
               (CA1 + CB + QRB + QSR)
               +
               CB/                       x      CBM
               (CA1 + CB + QRB + QSR)
               +
               QRB/                      x      QRBM
               CA1 + CB + QRB + QSR)
               +
               QSR/                      x      SRM
               (CA1 + CB + QRB + QSR)

CA1       means the A$ Equivalent of the Aggregate Stated Amounts of Class A1
          Notes at end of previous quarterly Distribution Date

CA1M      means the Spread specified in paragraph 5.2 of the Confirmations for
          the Class A-1 Currency Swaps on that Distribution Date

CB        means the Aggregated Stated Amounts of Class B Notes at end of
          previous Quarterly Distribution Date

CBM       means the Issue Margin in respect of the Class B Notes

QRBM      means the Weighted Average of the Issue Margins in respect of the
          Redraw Bonds outstanding at the end of the previous Quarterly
          Distribution Date

SRM       means the Drawdown Margin as defined in the Standby Redraw Facility
          Agreement

QRB       means the Aggregate Stated Amounts of Redraw Bonds at end of previous
          Quarterly Distribution Date, determined in accordance with the
          following calculation:

          =               BRB x(QBSA + QFRSA + QOFRSA)
                -------------------------------------------------
                 (QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA)



          where:

          BRB        means the Redraw Bonds at beginning of the quarter

          MBSA       means the Monthly Basis Swap Amount

          QBSA       means the Quarterly Basis Swap Amount

                                                                              45

<PAGE>

          MFRSA    means the Monthly Fixed Rate Swap Amount

          QFRSA    means the Quarterly Fixed Rate Swap Amount

          MOFRSA   means the Monthly Other Fixed Rate Swap Amount

          QOFRSA   means the Quarterly Other Fixed Rate Swap Amount

QSR       means the Standby Redraw Facility Principal at end of previous
          Quarterly Distribution Date, determined in accordance with the
          following calculation:

          =               BSR x (QBSA + QFRSA + QOFRSA)
              ----------------------------------------------------
                 (QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA)

          where:

BSR    means the Standby Redraw Facility Principal at beginning of the relevant
       quarter

                                                                              46