Saturn Communications Limited

                                    Borrower



                           Kiwi Cable Company Limited

                                   Guarantor



                      AUSTAR United Communications Limited
                      Saturn (NZ) Holding Company Pty Ltd

                                each a Mortgagor





                       Toronto Dominion Australia Limited

                                      Agent
<PAGE>




                                TABLE OF CONTENTS

Clause                                                                   Page

1.           DEFINITIONS AND INTERPRETATION                                1

1.1          Definitions                                                   1
1.2          Interpretation                                                2
1.3          Collateral and Supplemental Agreement                         2
1.4          Transaction Document                                          2

2.           CONDITIONS PRECEDENT                                          2

3.           VARIATIONS TO FACILITY AGREEMENT                              3

4.           REPRESENTATIONS AND WARRANTIES                                3

4.1          Borrower and Guarantor                                        3
4.2          Mortgagors                                                    4

5.           CAPITAL CONTRIBUTION                                          4

5.1          Capital Contribution Amount                                   4
5.2          Form of contribution                                          4
5.3          Obligations not affected                                      4
5.4          Termination of obligations                                    5

6.           CONSENTS AND ACKNOWLEDGEMENTS                                 5

6.1          The Borrower                                                  5
6.2          The Guarantor                                                 5
6.3          The Mortgagors                                                5
6.4          Consent to Variation                                          6
6.5          The Agent                                                     6

7.           VARIATION FEE                                                 6

8.           LEGAL COSTS, DUTIES ETC.                                      6

9.           MISCELLANEOUS                                                 6

9.1          Governing law                                                 6
9.2          Facility Agreement in full force                              6
9.3          Further assurances                                            6
9.4          Counterparts                                                  7
9.5          Contracts (Privity) Act 1982                                  7

<PAGE>



SECOND SUPPLEMENTAL DEED & CAPITAL CONTRIBUTION made on 29 July 1999

BETWEEN        SATURN  COMMUNICATIONS  LIMITED,  NZ Co. No.  WN/435672 of 75 The
               Esplanade, Petone, Wellington, New Zealand ("Borrower")

AND            KIWI  CABLE  COMPANY  LIMITED,  NZ Co.  No.  WN/647464  of 75 The
               Esplanade, Petone, Wellington, New Zealand ("Guarantor")

AND            AUSTAR UNITED  COMMUNICATIONS  LIMITED,  ACN 087 695 707 of Level
               29,  AAP  Centre,  259 George  Street,  Sydney,  New South  Wales
               ("AUC") and SATURN (NZ) HOLDING  COMPANY PTY LTD, ACN 088 052 000
               of  259  George   Street,   Sydney,   New  South  Wales  (each  a
               "Mortgagor")

AND            TORONTO DOMINION AUSTRALIA LIMITED,  ACN 004 858 020 of Level 36,
               385 Bourke Street,  Melbourne,  Victoria in its capacity as agent
               for the Banks ("Agent")


RECITALS

A.   Under the Facility Agreement, the Banks have made available to the Borrower
     a syndicated senior secured debt facility.

B.   Under the Facility Agreement, the Guarantor has guaranteed to the Banks the
     due and punctual performance by the Borrower of the Obligations.

C.   Under the Share  Mortgages,  the  Mortgagors  have given  security  for the
     payment  in full to the Agent of all the  Secured  Money as  defined in the
     Share Mortgages.

D.   The Borrower and the  Guarantor  have  requested  the Agent  (acting on the
     instructions  of the Banks) to vary the terms of the Facility and the Agent
     (acting on the instructions of the Banks) has agreed to this request on the
     terms contained in this deed.

E.   Each Mortgagor  acknowledges  and consents to the variation of the Facility
     Agreement contained in this deed.

F.   AUC  covenants  in favour of the  Borrower  and the Agent (on behalf of the
     Banks) to  contribute  capital to the Borrower on the terms set out in this
     deed.

IT IS AGREED:

1.        DEFINITIONS AND INTERPRETATION

1.1       Definitions

          (a)  In this deed and in the Recitals:

               "Facility  Agreement"  means the  Syndicated  Senior Secured Debt
               Facility  Agreement dated 5 November 1998 (as varied from time to

                                       1
<PAGE>

               time including by a supplemental deed dated 15 July 1999) between
               the Agent,  the  Borrower,  the  Guarantor  and each of the other
               parties referred to as a "Bank" therein.

               "Subordinated   Debt"   means   debt  which  is   unsecured   and
               subordinated  to  the  obligations  of  the  Borrower  under  the
               Facility  Agreement (as varied by this deed) and the  Transaction
               Documents.

               "Variation Date" means the date on which the conditions precedent
               in clause 2 are  satisfied,  or such  earlier date as notified to
               the Borrower by the Agent.

          (b)  Subject to clause 1.1(a), unless the context indicates a contrary
               intention, all terms defined in the Facility Agreement (as varied
               by this deed) shall have the same meaning in this deed.

1.2       Interpretation

          The  provisions  of  clause  1.2   (Interpretation)  of  the  Facility
          Agreement  (as varied by this deed)  shall be  incorporated  into this
          deed as if set out herein.

1.3       Collateral and Supplemental Agreement

          This deed is collateral and supplemental to the Facility Agreement.

1.4       Transaction Document

          This deed is a Transaction  Document under and for the purposes of the
          Facility Agreement and the Securities.

2.        CONDITIONS PRECEDENT

          The amendments to the Facility Agreement effected by this document are
          subject to the  conditions  precedent  that all of the  following  are
          received by the Agent in form and substance  satisfactory to the Agent
          and to its legal advisers:

          (a)  (Executed document): this document duly executed by the Borrower,
               the Guarantor and the Mortgagors;

          (b)  (Requisitions):  searches and replies to all  requisitions of the
               Agent  and its  solicitors  in  relation  to this  document,  the
               Borrower, the Guarantor and the Mortgagors;

          (c)  (Powers of attorney): certified copies of the powers of attorney,
               if any,  under which any party  (other  than the Agent)  executes
               this deed;

          (d)  (Legal opinion):  a legal opinion from Bell Gully and Clayton Utz
               in a form satisfactory to the Agent; and


                                       2
<PAGE>


          (e)  (Corporate authorisations):

               (i)  (Australian  companies):  in the case of each  Mortgagor,  a
                    certified copy of:

                    A.   its Constitution; and
                    B.   an extract of a  resolution  of its board of  directors
                         approving  the terms of this deed and  authorising  its
                         execution of this deed; and

              (ii)  (New Zealand companies): in the case of each of the Borrower
                    and the Guarantor:

                    A.   a certified  copy of a resolution  or resolution of its
                         directors  approving  this  deed  and  authorising  its
                         execution of this deed; and
                    B.   a  director's  certificate  in  the  form  set  out  in
                         Schedule  9  to  the  Facility   Agreement  (with  such
                         modifications  thereto as may be  required or agreed by
                         the Agent) from one of its  directors in respect of its
                         authorisation, execution and performance of this deed.

3.        VARIATIONS TO FACILITY AGREEMENT

          As from the Variation Date, the Facility  Agreement shall be varied as
          follows:

          (a)  (Clause  10.4(b) of the Facility  Agreement):  "31 December 2000"
               referred  to in the last line of clause  10.4(b) of the  Facility
               Agreement is deleted and replaced with "31 March 2001".

          (b)  (Clause 18.2(a) of the Facility  Agreement):  "30 September 2000"
               referred to in the first line of clause  18.2(a) of the  Facility
               Agreement is deleted and replaced with "31 December 2000".

          (c)  (Clause 18.2(b) of the Facility  Agreement):  "30 September 2000"
               referred to in the first line of clause  18.2(b) of the  Facility
               Agreement is deleted and replaced with "31 December 2000".

          (d)  (Schedule  2 of  the  Facility  Agreement):  Schedule  2  of  the
               Facility  Agreement  is varied so that is in the form of Annexure
               "A".

4.        REPRESENTATIONS AND WARRANTIES

4.1       Borrower and Guarantor

          (a)  The Borrower and the Guarantor  hereby confirm and repeat each of
               the  representations  and  warranties  made by it in clause  16.1
               (except for paragraph 16.1(e)),  16.2 (except for paragraphs (c),
               (d), (e) and (f)) and 16.3 of the Facility  Agreement  (as varied
               by this  deed)  with  reference  to the facts  and  circumstances
               subsisting as at the date of this deed.

                                       3
<PAGE>


          (b)  The Borrower and the  Guarantor  hereby  represent and warrant in
               respect of itself only to each of the Agent and the Banks that no
               event has  occurred  which  constitutes  an Event of Default or a
               Potential  Event of Default  other than those  events  which have
               already been  disclosed to the Agent in writing prior to the date
               of this deed.

4.2       Mortgagors

          Each Mortgagor hereby confirms and repeats each of the representations
          and warranties made by it in clauses 3.1 and 3.2 of the Share Mortgage
          to which it is a party with  reference to the facts and  circumstances
          subsisting  as at the date of this deed and as if  references in those
          clauses to "this Mortgage" include this deed.

5.        CAPITAL CONTRIBUTION

5.1       Capital Contribution Amount

          AUC  covenants  in favour of the  Borrower and the Agent (on behalf of
          the Banks) that it will pay to the Borrower (in  accordance  with this
          clause 5) the following amounts ("Capital Contribution Amounts") on or
          before the following dates:

          Date                                             Amount

          31 March 2000                                    $1,000,000
          31 December 2000                                 $5,000,000

5.2       Form of contribution

          (a)  All payments by AUC to the  Borrower  under this clause 5 will be
               applied:

               (i)  as subscription for shares in the Borrower; or

               (ii) as subscription for Subordinated Debt,

               and  the  Borrower  will  complete  all   subscription  or  other
               documentation,  issue share  certificates  or other  evidence and
               make such register entries, notifications or filings and take all
               other action  required to record and  implement the issue of such
               shares or Subordinated Debt.

          (b)  If the  Borrower  is unable  for any reason  whatsoever  to issue
               shares  in the  manner  referred  to in  paragraph  (a)(i)  above
               (including,  without limitation,  due to its liquidation or other
               Event of Insolvency in relation to it), AUC will make its payment
               obligation under this clause 5 in the manner set out in paragraph
               5.2(a)(ii).

5.3       Obligations not affected

          (a)  The  obligation  of AUC to pay the Capital  Contribution  Amounts
               will not be reduced, postponed,  determined, delayed or otherwise



                                       4
<PAGE>

               affected by any failure and/or inability of the Borrower to issue
               shares or do any other thing required under clause 5.2.

          (b)  The Capital  Contribution Amounts will not be reduced (in part or
               in full) and the  obligations of the parties under this deed will
               not be affected by the contribution of capital to the Borrower or
               any other  financial  accommodation  in  favour  of the  Borrower
               provided by the Mortgagors or any other person  otherwise than in
               accordance with this deed.

5.4       Termination of obligations

          The  obligations  of AUC  under  this  clause  5  shall  automatically
          terminate upon the first to occur of:

          (a)  the  full  and  unconditional  satisfaction  of  the  Obligations
               including,  without limitation the payment in full of the Secured
               Money; and

          (b)  such other date as the Agent may agree in writing.

6.        CONSENTS AND ACKNOWLEDGEMENTS

6.1       The Borrower

          The Borrower hereby unconditionally and irrevocably:

          (a)  ratifies and  confirms to the Agent and the Banks its  continuing
               obligations under the Facility Agreement (as varied by this deed)
               and the Securities to which it is a party; and

          (b)  acknowledges  and  agrees  that  except  to  the  extent  of  the
               variations effected by the provisions of this deed the provisions
               of the Facility  Agreement  and the  Securities  to which it is a
               party shall in all respects apply.

6.2       The Guarantor

          The Guarantor hereby unconditionally and irrevocably  acknowledges and
          agrees that the guarantees and  indemnities  contained in the Facility
          Agreement  (as  varied by this deed)  apply  mutatis  mutandis  to all
          obligations of the Borrower to the Agent and the Banks  thereunder and
          hereby ratifies and confirms to the Agent and the Banks its continuing
          liability  to the  Agent  and  the  Banks  pursuant  to  the  Facility
          Agreement  (as  varied by this deed) and the  Securities  to which the
          Guarantor is a party.

6.3       The Mortgagors

          Each Mortgagor hereby ratifies and confirms to the Agent and the Banks
          its continuing liability to the Agent (as agent for the Banks) and the
          Banks pursuant to and subject to the recourse  limitation in the Share
          Mortgage to which it is a party.


                                       5
<PAGE>


6.4       Consent to Variation

          Each  of  the  Borrower,  the  Guarantor  and  the  Mortgagors  hereby
          irrevocably  and  unconditionally  consents to the  provisions of this
          deed  and to  the  variation  of  the  Facility  Agreement  as  herein
          provided.

6.5       The Agent

          The Agent  irrevocably  and  unconditionally  acknowledges  that it is
          acting  in  accordance  with,  and  enters  into  this  deed  and  the
          variations  contemplated  and effected by it, in  accordance  with the
          authority and instructions of the Banks.

7.        VARIATION FEE

          The  Borrower  will pay to each Bank on the date of its  execution  of
          this Deed a variation fee of 0.20% flat on its Commitment.

8.        LEGAL COSTS, DUTIES ETC.

          The Borrower  shall pay or reimburse the Agent for all stamp duty paid
          or payable in relation to this deed and for all  reasonable  costs and
          reasonable  expenses  (including legal costs as between  solicitor and
          client)  incurred  by the  Agent or the  Banks in  drawing,  settling,
          executing and stamping this deed.

9.        MISCELLANEOUS

9.1       Governing law

          This deed is to be construed in  accordance  with the laws applying in
          New  Zealand  and  each  of  the   parties   hereto   submits  to  the
          non-exclusive  jurisdiction of the courts and appellate  courts of New
          Zealand.

9.2       Facility Agreement in full force

          (a)  Except as varied and supplemented  hereby, the Facility Agreement
               is declared to be in full force and effect.

          (b)  The  variation  of the terms of the Facility  Agreement  effected
               hereby  is  without  prejudice  to  any  other  deed,  agreement,
               instrument,  document or  arrangement  presently  in existence as
               between the Agent, the Banks and the Borrower,  the Guarantor and
               the Mortgagors,  or any of them (including but not limited to the
               Securities),  and the rights,  powers,  remedies and  discretions
               available  to the Agent and the Banks  thereunder  remain in full
               force and effect.

9.3       Further assurances

          The Borrower, the Guarantor and each Mortgagor shall, on demand by the
          Agent, make,  execute,  do, perform and provide all such further acts,
          agreements,   assurances,  contracts,  deeds,  documents,  guarantees,
          indemnities,  instruments,  matters  and  things  as the  Agent  shall
          reasonably require to give full effect to this deed and the rights and
          obligations of the parties under it.



                                       6
<PAGE>


9.4       Counterparts

          This deed may be executed in any number of counterparts,  all of which
          taken together will be deemed to constitute one and the same document.

9.5       Contracts (Privity) Act 1982

          The Borrower,  the Guarantor and each Mortgagor hereby unconditionally
          and irrevocably acknowledge and agree that the provisions of this deed
          which  confer or purport to confer a benefit on the Banks are promises
          enforceable  at the suit of each  Bank as if each  Bank was a party to
          this deed in accordance with the Contracts (Privity) Act of 1982.



                                       7
<PAGE>
<TABLE>
<CAPTION>


EXECUTED as a deed.
<S>                                                         <C>
SIGNED for and on behalf of SATURN COMMUNICATIONS       )
LIMITED, by its attorney:                               )   /s/ Mark Rigotti
Mark Rigotti                                            )   .........................................
in the presence of:                                     )   (Signature)

/s/ Patrick St. John
 .....................................................
(Signature of Witness)

Patrick St. John
 .....................................................
(Name of Witness in Full)

1 O'Connell St., Sydney
 .....................................................
(Address of Witness)

Solicitor
 .....................................................
(Occupation of Witness)



SIGNED for and on behalf of KIWI CABLE COMPANY          )
LIMITED, by its attorney:                               )   /s/ Mark Rigotti
Mark Rigotti                                            )   .........................................
in the presence of:                                     )   (Signature)

/s/ Patrick St. John
 .....................................................
(Signature of Witness)

Patrick St. John
 .....................................................
(Name of Witness in Full)

1 O'Connell St., Sydney
 .....................................................
(Address of Witness)

Solicitor
 .....................................................
(Occupation of Witness)


                                       8
<PAGE>


SIGNED for and on behalf of AUSTAR UNITED               )
COMMUNICATIONS LIMITED, ACN 087 695 707 by its attorney:)   /s/ R. J. Birrell
R. J. Birrell                                           )   .........................................
in the presence of:                                     )   (Signature)

/s/ Mark Rigotti
 .....................................................
(Signature of Witness)

Mark Rigotti
 .....................................................
(Name of Witness in Full)

Sydney
 .....................................................
(Address of Witness)

Solicitor
 .....................................................
(Occupation of Witness)



SIGNED for and on behalf of SATURN (NZ) HOLDING COMPANY )
PTY LIMITED, ACN 088 052 000, by its attorney:          )   /s/ R. J. Birrell
R. J. Birrell                                           )   .........................................
in the presence of:                                     )   (Signature)

/s/ Mark Rigotti
 .....................................................
(Signature of Witness)

Mark Rigotti
 .....................................................
(Name of Witness in Full)

Sydney
 .....................................................
(Address of Witness)

Solicitor
 .....................................................
(Occupation of Witness)


                                       9
<PAGE>


SIGNED for and on behalf of TORONTO DOMINION AUSTRALIA  )
LIMITED, ACN 004 858 020, by its attorney:              )   /s/ Patrick St. John
Patrick St. John                                        )   .........................................
in the presence of:                                     )   (Signature)

/s/ Mark Rigotti
 .....................................................
(Signature of Witness)

Mark Rigotti
 .....................................................
(Name of Witness in Full)

Sydney
 .....................................................
(Address of Witness)

Solicitor
 .....................................................
(Occupation of Witness)

</TABLE>





                                       10
<PAGE>




THIS IS THE  ANNEXURE "A"  REFERRED TO IN THE SECOND  SUPPLEMENTAL  DEED BETWEEN
SATURN COMMUNICATIONS  LIMITED, KIWI CABLE COMPANY LIMITED,  SATURN (NZ) HOLDING
COMPANY PTY LIMITED,  AUSTAR UNITED COMMUNICATIONS  LIMITED AND TORONTO DOMINION
AUSTRALIA LIMITED DATED: 29 July 1999

                                   SCHEDULE 2

                                     RATIOS

                            PART 1: Operating Ratios


   Month               Total Debt/Homes    Subscribers   OR      Equivalent
                          Serviceable                            Billing Units
                              ($)
January 1999                 1,400            13,000                14,500
February 1999                1,400            14,500                16,500
March 1999                   1,300            17,000                20,000
April 1999                   1,250            20,000                24,000
May 1999                     1,200            24,000                28,000
June 1999                    1,200            28,000                32,000
July 1999                    1,250            27,000                37,000
August 1999                  1,300            30,000                42,000
September 1999               1,300            33,000                46,000
October 1999                 1,300            36,000                51,000
November 1999                1,300            39,000                55,000
December 1999                1,300            41,000                60,000
March 2000                   1,300            45,000                66,000
June 2000                    1,300            51,000                72,000
September 2000               1,300            57,000                78,000
December 2000                1,300            62,000                83,000


                  PART 2: Financial Ratios pre 31 December 2000


  Period Ending                  Minimum EBITDA              Minimum Revenue

31 December 1998                   (5,250,000)                         -
31 January 1999                    (5,750,000)                   700,000
28 February 1999                   (5,500,000)                   800,000
31 March 1999                      (4,250,000)                 1,000,000
30 April 1999                      (3,750,000)                 1,250,000
31 May 1999                        (3,250,000)                 1,450,000


                                       11
<PAGE>


30 June 1999                       (3,000,000)                 1,750,000
31 July 1999                       (3,000,000)                 1,700,000
31 August 1999                     (2,900,000)                 1,900,000
30 September 1999                  (2,800,000)                 2,100,000
31 October 1999                    (2,600,000)                 2,300,000

30 November 1999                   (2,300,000)                 2,500,000
31 December 1999                   (2,000,000)                 2,600,000
31 March 2000                          250,000                 9,500,000
30 June 2000                         1,250,000                11,000,000
30 September 2000                    2,250,000                13,000,000
31 December 2000                     3,250,000                14,500,000


                 PART 3: Financial Ratios post 31 December 2000


     3 Month             Total Debt/Annualised EBITDA     EBITDA/Interest
  Period Ending                                              Expense

31 March 2001                        6.25                      2.00
30 June 2001                         6.00                      2.00
30 September 2001                    5.50                      2.00
31 December 2001                     5.25                      2.00
31 March 2002                        5.00                      2.50
30 June 2002                         4.75                      2.50
30 September 2002                    4.50                      2.50
31 December 2002                     4.25                      2.50
31 March 2003                        4.00                      3.00
30 June 2003                         3.50                      3.00
30 September 2003                    3.50                      3.00
31 December 2003                     3.50                      3.00
31 March 2004                        3.50                      4.00
30 June 2004                         3.50                      4.00
30 September 2004                    3.50                      4.00
31 December 2004                     3.50                      4.00
31 March 2005                        3.50                      5.00




                                       12
<PAGE>


               CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, Mark John  Rigotti  (name)  Solicitor  (occupation),  of Level 32, MLC Centre
Minter Pl. (address) Australia (country), certify that:

1.   by deed dated 27 July 1999, Saturn Communications  Limited (the "grantor"),
     appointed  me its attorney on the terms and subject to the  conditions  set
     out in the said deed;

2.   at the  date  of  this  certificate  I have  not  received  any  notice  or
     information of the revocation of that  appointment by the  commencement  of
     the  liquidation  of the  grantor,  the  removal  of the  grantor  from the
     register or otherwise; and

3.   I have  executed  the  attached  document  on behalf of the  grantor  in my
     capacity as its attorney under the powers conferred by the said deed.


SIGNED at Sydney this 29th day of July 1999.



/s/ Mark John Rigotti
 .............................
Attorney

<PAGE>


               CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, Mark John  Rigotti  (name)  Solicitor  (occupation),  of Level 32, MLC Centre
Minter Pl. (address) Australia (country), certify that:

1.   by deed dated 27 July 1999,  Kiwi Cable  Company  Limited (the  "grantor"),
     appointed  me its attorney on the terms and subject to the  conditions  set
     out in the said deed;

2.   at the  date  of  this  certificate  I have  not  received  any  notice  or
     information of the revocation of that  appointment by the  commencement  of
     the  liquidation  of the  grantor,  the  removal  of the  grantor  from the
     register or otherwise; and

3.   I have  executed  the  attached  document  on behalf of the  grantor  in my
     capacity as its attorney under the powers conferred by the said deed.


SIGNED at Sydney this 29th day of July 1999.



/s/ Mark John Rigotti
 .............................
Attorney

<PAGE>


               CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, Robert  James  Birrell  (name) CFO  (occupation),  of George  Street,  Sydney
(address) Australia (country), certify that:

1.   by  deed  dated  27 July  1999,  Austar  United  Communications  Ltd.  (the
     "grantor"),  appointed  me its  attorney  on the terms and  subject  to the
     conditions set out in the said deed;

2.   at the  date  of  this  certificate  I have  not  received  any  notice  or
     information of the revocation of that  appointment by the  commencement  of
     the  liquidation  of the  grantor,  the  removal  of the  grantor  from the
     register or otherwise; and

3.   I have  executed  the  attached  document  on behalf of the  grantor  in my
     capacity as its attorney under the powers conferred by the said deed.


SIGNED at Sydney this 29th day of July 1999.



/s/ Robert James Birrell
 .............................
Attorney

<PAGE>


               CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, Robert  James  Birrell  (name) CFO  (occupation),  of George  Street,  Sydney
(address) Australia (country), certify that:

1.   by deed dated 26 July 1999,  Saturn (NZ)  Holding  Company Pty Limited (the
     "grantor"),  appointed  me its  attorney  on the terms and  subject  to the
     conditions set out in the said deed;

2.   at the  date  of  this  certificate  I have  not  received  any  notice  or
     information of the revocation of that  appointment by the  commencement  of
     the  liquidation  of the  grantor,  the  removal  of the  grantor  from the
     register or otherwise; and

3.   I have  executed  the  attached  document  on behalf of the  grantor  in my
     capacity as its attorney under the powers conferred by the said deed.


SIGNED at Sydney this 29th day of July 1999.



/s/ Robert James Birrell
 .............................
Attorney
<PAGE>


               CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, Patrick St. John (name) solicitor (occupation), of 1 O'Connell Street, Sydney
(address) Australia (country), certify that:

1.   by deed dated 26 July 1999, Toronto Dominion Australia Limited, ACN 004 858
     020 (the "grantor"),  appointed me its attorney on the terms and subject to
     the conditions set out in the said deed;

2.   at the  date  of  this  certificate  I have  not  received  any  notice  or
     information of the revocation of that  appointment by the  commencement  of
     the  liquidation  of the  grantor,  the  removal  of the  grantor  from the
     register or otherwise; and

3.   I have  executed  the  attached  document  on behalf of the  grantor  in my
     capacity as its attorney under the powers conferred by the said deed.


SIGNED at Sydney this 29th day of July 1999.



/s/ Patrick St. John
 .............................
Attorney