EXHIBIT 3.3

Dated the ........................day of.....................19.....

COLLINS FOODS INTERNATIONAL PTY LTD

A.R.B.N. 009 980 250

AND THE OTHER COMPANIES LISTED IN SCHEDULE A

In Account with

WESTPAC BANKING CORPORATION
A.R.B.N. 007 457 141

UNLIMITED CROSS GUARANTEE AND
INDEMNITY AND NEGATIVE PLEDGE WITH
FINANCIAL RATIO COVENANTS

BY THE GUARANTORS LISTED IN SCHEDULE A

UNLIMITED CROSS GUARANTEE AND
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INDEMNITY AND NEGATIVE PLEDGE WITH
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FINANCIAL RATIO COVENANTS
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THE GUARANTEES, INDEMNITIES, NEGATIVE PLEDGES AND FINANCIAL RATIO COVENANTS IN
THIS AGREEMENT ARE GIVEN

BY EACH OF THE COMPANIES LISTED IN SCHEDULE A (each, a "GUARANTOR")

TO WESTPAC BANKING CORPORATION (ARBN 007 457 141) ("WESTPAC") of 18th Floor,
260 Queen Street, Brisbane, Queensland

FOR the liabilities and obligations to Westpac of EACH OTHER OF THE COMPANIES
LISTED IN SCHEDULE A (each, a "CUSTOMER") on the conditions set out in
this Agreement

IN EXCHANGE FOR Westpac providing or continuing credit to one or more (whether
jointly or severally) of the Customers, or not taking immediate action to
enforce those Customers' obligations to Westpac.

THE LIABILITIES AND OBLIGATIONS WHICH THE GUARANTORS GUARANTEE TO WESTPAC ARE:

All liabilities and obligations of the Customer to Westpac of any kind and for
any reason, now or in the future, whether or not currently contemplated,
including where Westpac obtains rights because of an assignment or transfer

(as amended, the "GUARANTEED OBLIGATIONS") and all money which the Customer may
owe to Westpac, now or in the future, for any reason under or in relation to the
Guaranteed Obligations, whether the money is or becomes owed:

(a) by the Customer alone, or together with one or together with one or more
others, or

(b) actually or contingently,

(including amounts referred to in Clause 1) (the "GUARANTEED MONEY").

Each Guarantor's liability as guarantor under this Agreement is unlimited.

DEFINITIONS AND INTERPRETATION
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1. DEFINITIONS

In this Agreement:

"ADMINISTRATION" includes bankruptcy, administration arising out of mental
illness or incapacity, administration of an insolvent estate, administration of
a corporation, arrangement, receivership or winding up, dissolution or anything
similar.

"AGREEMENT" includes any document or instrument of any kind, any deed, agreement
or arrangement.

"ANYONE" includes without limitation anyone who signs this Agreement, the
Customer or anyone else who gives a Security.

"AUTHORISATION" includes any consent, registration, filing, lodgment, agreement,
certificate, notarisation, permission, licence, approval, authority or
exemption, from by or with any Governmental Agency. Where a Governmental Agency
can prohibit or restrict something if it acts within a specified period after
formal notification of it (for example lodgment, registration or filing),
Authorisation includes the expiry of that period without that action.

"BANK DOCUMENT" means this Agreement, any agreement the performance of which is
secured or guaranteed by this Agreement, any agreement that documents the terms
of any Finance Debt between Westpac and any one or more Guarantors, any
Security, or any agreement or document issued under or entered into in
connection with any of them including without limitation any subordination
agreement. It includes any amendment or replacement of any of them.

"BILL FACILITY" means the bill acceptance and discount facility described in the
agreement between CFI, Collins Finance and Management Pty Ltd A.C.N. 009 996 721
and Westpac and dated on or about the date of this Agreement.

"CFI" means Collins Foods International Pty Ltd A.R.B.N. 009 980 250.

"CFI GROUP" means CFI and its subsidiaries.

"EBIT" means in respect of any 12 month period, the consolidated operating
profit before tax, abnormal items, extraordinary items and Interest Expense in
respect of that period for the CFI Group and the SIM Group, determined in
accordance with generally accepted accounting principles and by reference to the
information provided to Westpac under paragraphs 121(a)(iv), (v), (x) and (xi).

"EVENT OF DEFAULT " has the meaning given in clause 13 below.

"FINANCE DEBT" includes any indebtedness, present or future, actual or
contingent in relation to money borrowed or raised or any other financing. It
includes any such indebtedness under or in respect of any of the following: a
Guarantee, a discounting arrangement, a Finance Lease, deferred purchase price
(for more than 90 days), or an obligation to deliver property or provide
services paid for in advance by a financier. It also includes exposure under
any interest, commodity, securities, index, or currency exchange, option, hedge,
swap or other similar arrangement.

"FINANCE LEASE" means a Lease which under Australian Accounting Standard 17 is
(or would if that Standard was applied to the relevant company or the Lease was
regarded as a "lease" for the purposes of that Standard be) regarded as a
finance lease or which under any other applicable Accounting Standard would be
regarded as a finance lease.

"FRANCHISOR" means a franchisor under any franchise agreement to which a
Relevant Company is a party.

"GOVERNMENTAL AGENCY" means any government or any governmental, semi-
governmental, statutory, judicial entity or authority. It includes any self-
regulatory organisation established under statute and any stock exchange.

"GUARANTEE" means any guarantee, indemnity, letter of comfort or other assurance
against loss. It includes any obligation to be responsible for the solvency or
financial condition of another party, or for payment of a debt or obligation of
another party, either directly or indirectly (for example, by acquiring the debt
or obligation). "GUARANTEED" has a corresponding meaning.

"GUARANTEED MONEY" includes at any time:

(a) money which the Customer would have owed Westpac under or in relation to the
Guaranteed Obligations but for some reason as described in Clause 9;

(b) money which the Customer is or may become liable to pay to Westpac as surety
for the liabilities of another person;

(d) money which will become payable to Westpac by the Customer only if
particular circumstances occur, even though the Customer may not at a
particular time be under an existing obligation to pay that money (for
example damages or compensation).

"GUARANTEED OBLIGATIONS" includes at any time obligations and liabilities which
the Customer would have owed Westpac but for some reason as described in Clause
9.

"GUARANTOR" means any party which gives any Guarantee or Security Interest in
relation to the obligations of a Customer to Westpac now or in the future.

"INTEREST EXPENSE" means all gross interest expenses and all other outgoings in
the nature of interest (including, without limitation, Finance Lease charges)
incurred by CFI Group and SIM Group in respect of Total Group Debt as disclosed
by the Latest Financial Information.

"LATEST FINANCIAL INFORMATION" means the most recent consolidated or aggregated
(as the case may be) financial information (after making such adjustments as in
the opinion of CFI's auditor or, as the case may be, SIM's auditor, are
necessary for the proper determination of the financial condition of CFI Group
or SIM Group) as at or prior to the date at which an examination is being made
to determine Tangible Net Worth, Total Liabilities or Total Tangible Assets for
the purposes of this Agreement.

"LEASE" means:
(a) any lease, charter, hire purchase or hiring arrangement of any property;

(b) any other agreement under which any property is or may be used or operated
by a person other than the owner; or

(c) any agreement or arrangement under which any property is or may be managed
or operated for or on behalf of the owner or another person by a person
other than the owner, and the operator or manager or its related body
corporate (as defined in the Corporations Law) (whether in the same or
another agreement or arrangement) is required to make or assure minimum,
fixed and/or floating rate payments of a periodic nature.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on the financial
condition of the Relevant Companies on a consolidated basis, their ability to
meet their payment obligations under the Bank Documents, or the Security.

"OPERATING LEASE" means a Lease which under the Australian Accounting Standard
17 is (or would if that Standard was applied to the relevant Company or the
Lease was regarded as a 'lease' for the purposes of that Standard) regarded as
an operating lease or which under any other applicable Accounting Standard would
be regarded as an operating lease.

"POTENTIAL EVENT OF DEFAULT" means any event, thing or circumstance which with
the giving of notice or passage of time or both would become an Event of
Default. It includes any breach of a Bank Document.

"REFERENCE LENDING RATE" means the rate Westpac regularly publishes in major
metropolitan newspapers as its "Reference Lending Rate" or such other rate as
may supercede its Reference Lending Rate.

"RELEVANT COMPANY" means any Guarantor or Customer or any Subsidiary of any of
them.

"SECURITY" is any Security Interest, claim or other right held by Westpac from
or against the Customer or anyone else in relation to the Guaranteed Obligations
or the Guaranteed Money, now or in the future. It includes the rights against
any Guarantor under this Agreement.

"SECURITY INTEREST" includes any mortgage, pledge, lien, charge or other
security or any arrangement which gives a creditor a preferential right to an
asset or its proceeds.

"SERP GUARANTEE" means the guarantee given or to be given to Rushton O. Backer,
Robert Barrett, Richard R. Bermingham, Lee Clancy, Thomas L. Gregory, Michael
Minchin, William R. Scarpino, James A. Collins and Benjamin Stone under Sizzler
International Inc.'s Sixth Amended Plan of Reorganisation under Case number SV
96-16075-AG in the United States Bankruptcy Court Central District of
California.

"SIM" means Sizzler International Marks Inc.

"SIM GROUP" means SIM and its subsidiaries."SUBSIDIARY" of a corporation is an
entity whose accounts are included in that corporation's consolidated accounts.

TANGIBLE ASSETS means all assets other than future tax benefits, goodwill,
patents, trademarks, trade names, design rights, franchises, underwriting and
formation expenses and other items of a like nature which according to current
accounting practice are regarded as intangible assets.

TANGIBLE NET WORTH means at any time the consolidated shareholder's funds of CFI
Group and SIM Group as disclosed by the Latest Financial Information, but
excluding:

(a) all intangible assets;

(b) all future tax benefits;

(d) all minority interests.

TOTAL GROUP DEBT means at any time the aggregate amount (as disclosed by the
Latest Financial Information) of all outstanding Finance Debt of CFI Group and
SIM Group other than trade creditors, TNA's (Transaction Negotiation
Authorities), Cheque Cashing Authorities and Finance Debt owing to Sizzler
International Inc. or any of its subsidiaries which is subordinated to monies
owing to Westpac.

TOTAL LIABILITIES means at any time the aggregate amount (as disclosed by the
Latest Financial Information) of all secured and unsecured liabilities of CFI
Group and SIM Group.

TOTAL TANGIBLE ASSETS means at any time the aggregate of the book values of all
Tangible Assets of CFI Group and SIM Group as disclosed by the Latest Financial
Information.

"VERIFICATION CERTIFICATE" means a certificate described in any Bank Document
and given by a director or secretary of any Guarantor confirming the matters
described therein.

Where an EXAMPLE is given, it does not limit what else might be included.

Unless otherwise stated all references to MONEY are references to Australian
dollars.

References to ANY DOCUMENT include references to the document as varied,
supplemented or novated.

References to any GENDER include all genders.

References to PERSONS include references to any entity including without
limitation any individual or body corporate.

References to the PLURAL include the SINGULAR and vice versa.

CONDITIONS OF GUARANTEE AND INDEMNITY
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2. GUARANTEE

The Guarantor guarantees to Westpac that the Customer will:

(a) pay to Westpac on time all the Guaranteed Money, and

(b) perform the Guaranteed Obligations.

If the Customer does not pay an amount of the Guaranteed Money when it is due,
Westpac may demand that the Guarantor pay that amount. The Guarantor must then
immediately pay that amount to Westpac. Westpac can make any number of demands
and demand can be made:

(d) even if Westpac does not take action to recover the Guaranteed Money from
the Customer.

3. EXTENT OF GUARANTEE

This Agreement is a guarantee for the full amount of the Guaranteed Money and is
a principal obligation and shall not be treated as ancillary or collateral to
any other right or obligation.

4. CONTINUING GUARANTEE

The Guarantor's obligations under this Agreement are continuing. Even though
Westpac receives payments from or makes arrangements with the Customer or anyone
else, the Guarantor is still liable for the Guaranteed Money and the Guaranteed
Obligations now and in the future.

The guarantee hereunder is a guarantee of payment, and not merely of
collectibility, and may be enforced against any Guarantor without first
proceeding against the Customer or any collateral for or other guarantees of the
Guaranteed Obligations.

5. INSOLVENCY

If:

(a) the Customer or anyone goes into Administration, and

(b) in the Administration, Westpac makes a claim which in any way relates to any
of the Guaranteed Money or other money owed to Westpac by the Customer,

then if Westpac receives money as a result of making such a claim or for any
other reason, it may set that money aside.

Westpac need not use the money set aside to pay the Guaranteed Money until it
has received enough in respect of the Guaranteed Money (including the amount set
aside) to pay all of the Guaranteed Money. Until that happens, the Guarantor is
fully liable for the Guaranteed Money, as if Westpac had not received the money
set aside.

Until the Guaranteed Money has been irrevocably paid and discharged in full, the
Guarantor shall not be entitled either directly or indirectly to prove in any
Administration of the Customer or claim or receive any benefit of any such
Administration.

6. VARIATION OF ARRANGEMENTS WITH CUSTOMER

This Agreement applies automatically to all dealings between Westpac and the
Customer, whether or not those dealings increase the Guarantor's liability and
whether or not Westpac notifies, or obtains the consent of, the Guarantor
including:

(a) a change in the Guaranteed Obligations or Guaranteed Moneys, or

(b) new or replacement obligations.

7. UNCONDITIONAL OBLIGATION

The Guarantor's liability under this Agreement is unconditional. It is not
affected by anything which might release the Guarantor from or limit all or part
of its obligations, including if:

(a) Westpac does not exercise any of its Security or rights against the Customer
or anyone,

(b) Westpac makes any arrangement, transaction or compromise with the Customer
or anyone, including one which varies, takes away or limits its Security or
rights or its freedom to exercise them,

(d) this or any document or Security is temporarily or permanently
unenforceable, is not taken by Westpac, is lost, is not signed by anyone or
is not binding on anyone intended to give a Guarantee or Security,

(e) there is a change in the nature or constitution of the Customer or anyone
including its members,

(f) that or any other Guarantor, the Customer or anyone dies, becomes insolvent
or incapacitated or goes into some form of Administration, or

(g) the Customer or anyone has any claim against Westpac.

8. REFUND OF PAYMENTS

For some reason (for example, a law about Administration or directors' duties)
Westpac may have to refund or give up any money which the Customer or anyone
else has paid to it, or which it recovers in any way. If that happens the
Guarantor owes Westpac all the money that it would have owed if the amount
refunded or given up had never been paid to or received by Westpac. The
Guarantor will do everything it can to restore to Westpac any rights against the
Guarantor or its property which Westpac had before it received the money which
it later had to refund or give up.

9. INDEMNITY

If for any reason (for example, lack of capacity or authority, Administration,
illegality or inadequate or improper execution or stamping):

(a) Westpac has no legal right to recover an amount of the Guaranteed Money from
the Customer or enforce the Guaranteed Obligations, or

(b) the Customer is not bound by obligations that would otherwise have been
Guaranteed Obligations or owe an amount that would otherwise have been
included in the Guaranteed Money,

the amount will be taken to be part of the Guaranteed Money, and the Guarantor
will pay it to Westpac whenever Westpac demands, and the obligations will be
taken to be part of the Guaranteed Obligations. This applies even if Westpac
knew or should have known of the problem, and even if, because of the problem,
the Customer could never have been required to pay Westpac the amount. This is
a principal and independent obligation.

10. OTHER SECURITY

Any other Security held by Westpac for all or part of the Guaranteed Money or
the Guaranteed Obligations is independent of this Agreement. Nothing affecting
any Security will affect the Guarantor's liability under this Agreement.
Westpac can enforce this Agreement and any Security in any order it wishes, or
can choose not to enforce any Security at all.

Until the Guaranteed Money is paid in full, the Guarantor cannot claim the
benefit of, and has no right to, the Security held by Westpac.

NEGATIVE PLEDGE AND FINANCIAL RATIO
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COVENANTS
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11. REPRESENTATIONS AND WARRANTIES

Each Guarantor makes the following representations and warranties to the extent
they relate to it.

(a) (STATUS) Each Relevant Company is incorporated in the place stated by the
Guarantor to Westpac. Any Bank Document to which a Relevant Company is
expressed to be a party is its binding obligation enforceable against it,
and does not breach any document or agreement binding on it or any other
Guarantor or Relevant Company or any law or the memorandum and articles of
association or any other constituent documents of the Relevant Company.

(b) (AUTHORITY) It has the power to enter into each Bank Document to which it is
a party and to carry out any transaction or obligation contemplated by it.
Furthermore, no further corporate action is necessary for it to enter into
the Bank Documents to which it is party and draw under any facility provided
to it under a Bank Document. Each person held out in a Verification
Certificate or other document signed by a secretary or director as having
that authority, is authorised to sign a draw down or other notice on its
behalf.

(c) (INFORMATION) All information provided by it to Westpac is or was true when
given and is not misleading by omission or otherwise.

(d) (DISCLOSURE) It has no material obligation other than those incurred in the
ordinary course of day to day trading (whether to pay money or otherwise and
whether or not contingent) to any person outside of the CFI Group or the SIM
Group which it has not disclosed in writing to Westpac prior to the date of
this Agreement.

(e) (ACCOUNTS) Its holding company's most recent consolidated and
unconsolidated accounts give a true and fair view under generally accepted
accounting principles. There has been no material adverse change or Material
Adverse Effect since the period they cover. They disclose all material
Finance Debt and material contingent liabilities.

(f) (LITIGATION) No litigation, tax claim, dispute or other proceeding is
current or, to its knowledge, threatened, which is likely to have a Material
Adverse Effect.

(g) (NO TRUSTEE) No Relevant Company is a trustee, except for a Subsidiary
which is a trustee of its superannuation funds and except for any implied
constructive or resulting trust which arises under its ordinary course of
business.

(h) (NO DEFAULT) There is no subsisting Event of Default, or Potential Event of
Default.

(i) (OTHER SECURITY INTERESTS) The execution and performance of this Agreement
and each other Bank Document to which it is a party does not result in a
Security Interest (other than under a Bank Document) being created on, or a
charge crystallising over, its or any other Guarantor's or Relevant
Company's assets.

(j) (SOLVENCY) It is solvent and there are reasonable grounds to expect that, on
execution of each Bank Document to which it is a party, it will continue to
be able to pay all its debts as and when they become due and payable.

(k) (ENVIRONMENTAL LAW) No environmentally hazardous substance affects any of
its property the subject of a Security in breach of any law or the
requirements of any Governmental Agency.

Without limiting clause 121(a)(v)(B), the above representations and warranties
are repeated on each day on which a Customer draws down or otherwise makes use
of any facility provided by Westpac under a Bank Document.

12. UNDERTAKINGS

Each of SIM and CFI undertakes as follows unless Westpac otherwise consents in
writing.

12.1 INFORMATION

(a) (INFORMATION) It will provide the following to Westpac:

(i) Audited consolidated or aggregated (as the case may be) annual
accounts (not later than 120 days from balance date);

(ii) Consolidated or aggregated (as the case may be) annual three year
projections and budgets (not later than 120 days from balance date);

(iii) Consolidated or aggregated (as the case may be) semi-annual accounts
(within 45 days after the end of the half); and

(iv) Consolidated or aggregated (as the case may be) quarterly management
accounts (within 30 days after the end of the quarter),

which relate to CFI Group, SIM Group and the combined CFI Group and SIM
Group,

(v) a certificate by two of its directors (not later than 30 days from
the end of each accounting quarter and on production of the audited
consolidated and aggregated (as the case may be) annual accounts)
including the following representations/information:

(a) that nothing has occurred which constitutes an Event of Default
or Potential Event of Default;

(b) that the representations and warranties by each Guarantor in
this Agreement are true as though they had been made at the date
of the certificate in respect of the facts and circumstances
then subsisting;

(c) that it and each Guarantor has complied with and continues to
comply with the financial undertakings in clauses 122 (Negative
Pledges) and 123 (Financial Ratio Covenants); and

(d) the CFI Group's and SIM Group's consolidated:

(1) interest rate and foreign exchange exposures at the time of
the report and details of hedging or other risk reduction
strategies applied by management to the exposures;

(2) balance sheet;

(3) profit and loss account;

(4) cash flow statement; and

(5) performance against budget and revised forecast for the
month, quarter, year to date and corresponding period of the
preceding year,

In the case of audited accounts, the certificate should have
attached a certificate by the auditor as to compliance with the
financial undertakings;

(vi) details of any material property or real estate acquired or
purchased by a Relevant Company;

(vii) promptly, details of any actual or proposed sale of any asset the
proceeds of which must be dealt with under clause 1.1(b)(ii) of the
Bill Facility;

(viii) promptly, all documents issued by it to any stock exchange or
shareholders;

(ix) promptly, details of any substantial dispute between a Relevant
Company and a Governmental Agency, or a proposal by a Governmental
Agency to acquire compulsory all or a substantial part of any
Relevant Company's assets;

(x) promptly, details of any substantial dispute between a Relevant
Company and a Franchisor;

(xi) promptly, notice of any litigation to which it or a Relevant Company
is a party which may have a Material Adverse Effect;

(xii) promptly, any other information reasonably requested by Westpac;

(xiii) promptly, any other information in relation to the CFI Group's and
SIM Group's financial condition or business which Westpac may
reasonably request; and

(xiv) promptly, any correspondence between a Relevant Company and a
Government Agency which is likely to have a material adverse affect
on the CFI Group's or SIM Group's business or assets.

(b) (QUARTERLY MEETINGS) At Westpac's request, it will meet with Westpac
quarterly to review the consolidated and aggregated quarterly management
accounts (within 14 days after receipt by Westpac of the consolidated and
aggregated quarterly management accounts);

(c) (NOTICE OF DEFAULT) It will immediately notify Westpac as soon as it
becomes aware of any Event of Default or Potential Event of Default.

(d) (INSURANCE POLICIES) It will deliver to Westpac up-to-date copies of
insurance policy(ies) insuring all assets forming part of Westpac's Security
for full replacement value against fire and other risks duly signed by the
insurance company(ies) and having the interest of Westpac noted as
mortgagee.

12.2 NEGATIVE PLEDGES

(a) (NEGATIVE PLEDGE) It will not create or allow, nor permit any Relevant
Company to create, or allow a Security Interest over any of its assets or
enter any other transaction or arrangement which gives a creditor a
preferential right to an asset owned or used by it except a lien or
statutory charge which arises by operation of law in the ordinary course of
its day to day business and does not secure Finance Debt, but only so long
as it pays the amount secured promptly, except where that amount is being
contested in good faith;

(b) (ASSETS) It will not dispose, nor permit any Relevant Company to dispose, of
all or any part of its assets or an interest in them or agree or attempt to
do so (whether in one or more related or unrelated transactions) except:

(i) disposals in the ordinary course of its day to day trading;

(ii) in the case of a Guarantor which is not a member of the CFI Group,
disposals to any Guarantor which has granted Westpac a charge over
all its assets, to secure the same moneys as secured by this
Agreement;

(iii) in the case of a Guarantor which is a member of the CFI Group,
disposals to any other Guarantor which is a member of the CFI Group
and which has granted Westpac a charge over all its assets, to
secure the same moneys as secured by this Agreement;

(iv) disposals of surplus assets no longer required for its business; or

(v) disposals at arms length such that the aggregate disposals of CFI
Group and SIM Group are not more than $1,000,000.00 in value in any
financial year.

Where a Subsidiary issues shares and its holding company does not acquire
all of the shares, or a rateable portion of its shares according to its then
shareholding, the holding company will be taken to have disposed of the
shares that it does not acquire.

(c) (CHANGE OF BUSINESS) It will ensure that the Relevant Companies will not
substantially change the nature of the main business or businesses carried
on by them as a whole, and that no Relevant Company will take any action
which would have that effect, whether by disposal, acquisition or otherwise.

(d) (NEW SUBSIDIARY) It will ensure that no Relevant Company will create or
acquire a new subsidiary unless within 3 months that Subsidiary becomes a
party to a Guarantee in relation to the Bank Documents satisfactory to
Westpac, and provides evidence satisfactory to Westpac that it is bound by
the Guarantee.

(e) (ARMS LENGTH DEALINGS) It will ensure that no Relevant Company will deal
with any other party except at arms length for full commercial consideration
in the ordinary course of business.

(f) (PARTNERSHIP) It will not enter into any partnership without Westpac's
consent. For this purpose Westpac consents to the existing arrangements with
Sizzler Steak Seafood Salad Pte Ltd in Singapore.

12.3 FINANCIAL RATIO COVENANTS

(a) It will maintain the following financial ratios on a combined CFI Group and
SIM Group basis (unless Westpac otherwise agrees to vary them, whether
temporarily or otherwise):

(i) (EARNINGS GEARING) At any time, in respect of the previous 12
months, Total Group Debt to be not more than:

(A) 4.5 times EBIT, until 30 April 1998, inclusive;
(B) 3.0 times EBIT, from 1 May 1998 to 30 April 1999, inclusive; and
(C) 2.5 times EBIT, thereafter.

(ii) (EBIT/Interest Expense) At any time, in respect of the previous 12
months, EBIT to be not less than:

(A) 2.0 times Interest Expense (until 30 April 1998, inclusive); and
(B) 3.0 times Interest Expense (thereafter).

(iii) (TOTAL LIABILITIES/TOTAL TANGIBLE ASSETS) At any time, Total
Liabilities is not to exceed 60% of Total Tangible Assets.

12.4 FINANCIAL COVENANTS

(a) (CAPITAL OUTFLOW CAP) If:

(i) no Finance Debt is due under a Bank Document and is unpaid; and

(ii) no Event of Default or Potential Event of Default has occurred or
will occur as a result of the payment;

then it may make the following payments:

(iii) the payments referred to in Clause 1.5 of the Bill Facility
agreement;

(iv) subject to clause 12.2(b), payments to Guarantors in the ordinary
course of business;

(v) subject to clause 12.2 (b), payments to Sizzler International, Inc.
or its associated companies (other than any Guarantors) or under the
SERP Guarantee, such that the aggregate of all payments made by all
members of the CFI Group and the SIM Group does not at any time
exceed the following amounts during the following periods:

PERIOD USD AMOUNT PER WEEK

from 26/9/97 to 30/4/98 39,791.18

from 1/5/98 to 30/4/99 41,780.74

from 1/5/99 to 30/4/00 43,869.78

from 1/5/00 to 30/4/01 46,063.26

from 1/5/01 to 30/4/02 48,366.43

from 1/5/02 to 30/9/02 50,784.75

(vi) a single loan of USD1,740,000 by CFI to Sizzler International, Inc.
or its associated companies to be made before 30 April 1998.

Except as detailed above it will not make any payments (whether dividend or
relating to any Finance Debt or any other payments of a capital or income
nature) to Sizzler International, Inc. or its associated companies or under
the SERP Guarantee.

(b) (CAPITAL EXPENDITURE) It will ensure that in each of the following financial
years capital expenditure of CFI Group and SIM Group (including the cost of
assets subject to any Lease) does not exceed the following amounts at the
following times without Westpac's prior written consent. Year ending 30
April:

(i) 1998, $11,200,000.00;

(ii) 1999, $10,300,000.00;

(iii) 2000, $7,800,000.00;

(iv) 2001, $11,300,000.00; and

(v) 2002, $11,900,000.00.

(i) $65 million (until 30 April 1998, inclusive);

(ii) $55 million (until 30 April 1999, inclusive);

(iii) $45 million (thereafter).

(d) (LIMITATION ON INDEBTEDNESS) It will ensure that, unless Westpac otherwise
consents in writing, Total Group Debt owed actually or contingently to any
persons other than Westpac does not at any time exceed $10 million minus the
total aggregate principal amounts actually or contingently payable under all
Finance Leases between members of the CFI Group or SIM Group and Westpac.

(e) (LIMITATION ON OPERATING LEASES) It will not enter into any operating lease
without the prior written consent of Westpac if upon entry into such
Operating Lease the aggregate amount payable under operating leases entered
into by CFI Group and SIM Group will exceed $1,000,000.00.

(f) (MINIMUM TANGIBLE NET WORTH) Tangible Net Worth of CFI Group and SIM Group
at all times to exceed the greater of:

(i) $67.9 million; and

(ii) 85% of the Tangible Net Worth at the end of the previous financial
year.

12.5 GENERAL UNDERTAKINGS

(a) (BANK ACCOUNTS) It will conduct its bank accounts with Westpac.

(b) (ACCOUNTING PRINCIPLES) It will ensure that each balance sheet, profit and
loss account and cash flow statement provided to Westpac:

(i) complies with:

(A) accounting principles and practices generally accepted in
Australia or the United States of America as appropriate
consistently applied except to the extent disclosed in them; and

(B) all applicable laws,

(ii) gives a true and fair view in respect of all accounts of the
respective group's consolidated and unconsolidated state of affairs
and the result of the respective group's consolidated operations, at
the date, and for the period ending on the date, to which those
statements are prepared.

(c) (AUTHORISATIONS) It will ensure that each Relevant Company will keep in
force and comply with all Authorisations required in relation to the
performance and enforceability of the Bank Documents. In addition, it will
keep in force, renew and comply with all material Authorisations required in
relation to its business as carried on now or in the future.

(d) (COMPLIANCE WITH LAW) It will ensure that each Relevant Company will comply
with all laws binding on it where failure to comply is likely to have a
Material Adverse Effect.

(e) (PAY TAXES) It will ensure that each Relevant Company will pay its taxes
when due, except taxes which it is contesting in good faith where failure to
pay those contested taxes will not have a Material Adverse Effect.

(f) (INSURANCE) It will ensure that each Relevant Company will keep in force
insurance for its business and assets as would a prudent business of its
size conducting its business and owning its assets.

(g) (MORTGAGE) It will comply with any Security Interest over any of its
property.

(H) (MATERIAL AGREEMENTS) In respect of any material agreement, including
without limitation any franchise agreement, to which it is party:

(i) it will comply with its obligations under the agreement;

(ii) it will not terminate the agreement;

(iii) it will promptly notify Westpac of any material breach of the
agreement by any party to it and any action taken by any party to it
to terminate the agreement;

(iv) it will not agree to any material variation to or grant a waiver in
respect of a material obligation contained in the agreement,

without Westpac's prior written consent.

(i) (INTELLECTUAL PROPERTY) In respect of any right title or interest it has in
respect of or in connection with any trade marks, confidential information,
copyright, patents, design rights, reports, drawings, specifications
("INTELLECTUAL PROPERTY RIGHTS") or any right to apply for registration of
such Intellectual Property Rights:

(i) it will maintain or apply, if applicable, for registration of such
Intellectual Property Rights;

(ii) it will not dispose of such Intellectual Property Rights;

(iii) it will comply with any material agreement relating to such
Intellectual Property Rights and will not agree to any material
variation to or grant any waiver in relation to a material obligation
in any such agreement; and

(iv) it will promptly notify Westpac of any material breach or termination
or proposed termination of any agreement in relation to such
Intellectual Property Rights.

12.6 UNDERTAKINGS BY GUARANTORS

Each Guarantor gives the undertakings contained in this Clause 12, other than
the undertakings contained in Sub-clauses 121 (a)(i) - (v), 121(b) and 121(d)
unless Westpac otherwise consents in writing.

12.7 REVIEW

The capital expenditure limits referred to in Clause 124() are to be reviewed
annually (commencing in 1998) following delivery to Westpac of the budgets
referred to in Clause 121. Amendments, to these limits, agreed between CFI and
Westpac must be in writing and signed by CFI and Westpac.

13. EVENTS OF DEFAULT

Each of the following is an Event of Default (even if outside the control of any
Relevant Company) except as stated below.

(a) (OBLIGATIONS UNDER TRANSACTION DOCUMENTS) Any Relevant Company fails to do
any of the following (to the extent applicable to it):

(i) pay principal under a Bank Document or any interest or other amount
under a Bank Document on the due date;

(ii) comply with any of its financial undertakings in clauses 122 (Negative
Pledges) and 123 (Financial Ratio Covenants); or

(iii) comply with any other obligation in the Bank Documents and, if that
failure can be remedied within 30 days of written notice from Westpac,
it does not

remedy that failure within 30 days of written notice from Westpac of
that failure.

(b) (MISREPRESENTATION) A representation or statement by or on behalf of a
Relevant Company in a Bank Document, or in a document provided under it, is
misleading in a material respect.

(c) (CROSS DEFAULT) Finance Debt of a Relevant Company totalling at least
$50,000.00 or an equivalent sum in any currency:

(i) is not paid when due (or within an applicable grace period) except
where it is being contested in good faith; or

(ii) becomes due and payable before its stated maturity, except as a result
of an exercise of a prepayment right in the absence of default; or

(iii) an obligation to provide finance to a Relevant Company totalling at
least that amount is terminated except as a result of voluntary
termination in the absence of default, or

an event of default as defined in any other Bank Document occurs.

(d) (WINDING UP) An application or order is made, or a resolution is passed or
proposed in a notice of meeting, for:

(i) the winding up, dissolution, official management or administration of
a Relevant Company or any analogous process; or

(ii) an arrangement compromise or composition with its creditors or a class
of them, or

(iii) an application is made for any of the above except one which is
frivolous and vexatious.

(e) (ENFORCEMENT AGAINST ASSETS) A receiver, receiver and manager,
administrator or similar officer is appointed over a Relevant Company or a
material asset or any material portion of its assets. A Security Interest is
enforced, or distress or other execution levied, against a material asset or
any material portion of the assets of a Relevant Company.

(f) (REDUCTION OF CAPITAL) A Guarantor or Customer reduces its capital, cancels
its uncalled capital or buys back its shares to an extent which is likely to
cause a breach of the financial undertakings in clause 12.

(g) (INSOLVENCY) A Relevant Company is insolvent or is deemed or presumed
insolvent under any applicable law. A Relevant Company ceases or threatens
to cease carrying on its business or paying its debts. A Relevant Company
disposes or threatens to dispose of a substantial part of its assets.

(h) (BANK DOCUMENTS) All or a material part of a Bank Document is for any
reason:

(i) terminated or of no force or limited force; or

(ii) terminable at the option of the Relevant Company, except as expressly
provided under that Bank Document.

(iii) A Relevant Company alleges that it is so.

(i) (INVESTIGATION) An investigator or any other form of enquiry is instituted
under the Corporations Law or similar legislation into the affairs of a
Relevant Company which in the reasonable opinion of Westpac is likely to
have a Material Adverse Effect.

(j) (REVOCATION OF AUTHORISATION) An Authorisation which is material to the
business of a Guarantor or to the performance by the Relevant Companies of
the Bank Documents or their validity or enforceability ceases to have effect
and is not replaced by another Authorisation acceptable to Westpac.

(k) (MATERIAL ADVERSE CHANGE) There are any other circumstances including a
material adverse change to the business assets or financial condition of CFI
or the Relevant Companies taken as a whole which may in the opinion of
Westpac have a Material Adverse Effect.

(l) (CONTROL) Any Relevant Company or its holding company becomes controlled by
another person or there is a substantial change in the control of CFI or
SIM.

(m) (FUNDING APPLIED FOR ANY OTHER PURPOSE) Funding by Westpac to any Relevant
Company is applied for any purpose other than the purpose it was provided
for.

(n) (PRIOR INTEREST NOT DISCLOSED) A Relevant Company did not disclose to
Westpac in writing, before or at the time this Agreement was executed, the
fact that a Security Interest, trust, option or other third party right or
interest affects its property, assets and rights the subject of a Security.

(o) (CHANGE IN CONSTITUENT DOCUMENTS) Any Relevant Company alters its Memorandum
or Articles of Association or other constituent documents in any material
way without the consent of Westpac.

(p) (COMPULSORY ACQUISITION):

(i) All or any material part of any Relevant Company's property the
subject of a Security is compulsorily acquired by or by order of any
Governmental Agency or under any law and the amount of compensation
received or to be received by that Relevant Company in respect of that
acquisition is, in the opinion of Westpac, substantially less than the
value of the property acquired or that amount is not dealt with in
accordance with this Agreement;

(ii) Any Governmental Agency orders the sale, vesting or divesting of all
or any material part of a Relevant Company's property the subject of a
Security and the amount of any compensation received or to be received
by that Relevant Company in respect of that sale, vesting or divesting
is, in the opinion of Westpac, substantially less that the value of
the property sold, vested or divested or that amount is not dealt with
in accordance with this Agreement; or

(iii) Any Governmental Agency takes any step for the purposes of any of the
above,

the result of which (whether individually or cumulatively) has a Material
Adverse Effect).

Nothing in paragraph (d) or (f) is an Event of Default if done for the purpose
of solvent reorganisation previously approved by Westpac.

14. WESTPAC'S REMEDIES AND POWERS

14.1 EVENT OF DEFAULT

In addition to any other rights provided by law or any Bank Document at any time
after an Event of Default (whether or not it is continuing) Westpac may do
either or both of the following:

(a) terminate any facility provided under any Bank Document; and

(b) by written notice require the Customer to repay all amounts lent or provided
to it under any Bank Document (subject to the provisions of the Bank
Document), and all other amounts actually or contingently outstanding by it
under this Agreement or any Bank Document, and the respective Customer must
pay them immediately.

(c) by written notice require the Guarantor to pay all the amounts Guaranteed by
it under this Agreement or any Bank Document (whether or not contingently
due), and the respective Guarantor must pay them immediately.

If an amount is paid to Westpac to cover an amount contingently owing, Westpac
will hold that amount in an interest bearing account until the amount becomes
actually owing or ceases to be contingently owing. Westpac will then apply the
amount in the account (including interest) in payment of the amount actually
owing and return the balance to the relevant Guarantor.

14.2 NO WAIVER

No failure to exercise a right or power, and no delay in exercising a right or
power, operates as a waiver. Waivers must be in writing.

GENERAL PROVISIONS
------------------

15. PAYMENTS

15.1 PAYMENTS

The Guarantor will make all payments under this Agreement when Westpac demands
them and without deducting any amounts the Guarantor may claim from Westpac.
Payments must be in cleared funds and free of any set-off or deduction, except
for taxes where required by law. The Guarantor must pay:

(a) in the currency in which the amounts demanded are denominated, and

(b) at Westpac's address set out on the front cover or any other address which
Westpac gives from time to time.

If any amount is received by Westpac in a currency other than that in which it
was demanded, the Guarantor will compensate Westpac for any exchange loss.

If the Guarantor is required to deduct any tax from any payment (except a tax on
Westpac's overall net income), then:

(a) it must pay that amount to the appropriate authority and promptly give
Westpac evidence of payment, and

(b) the amount payable is increased so that (after deducting that tax, and
paying any taxes on the increased amount) Westpac receives the same amount
it would have received had no deduction been made.

15.2 TIME OF PAYMENT

Unless otherwise stated, amounts payable under any of the Clauses 16 (Yield
Protection) and 17 (Additional Payments), are payable within two Business Days
of demand.

15.3 INTEREST

The Guarantor will pay interest on any amount which has been demanded by Westpac
but remains unpaid at the rate at which overdue amounts bear interest under the
Bank Documents. If several rates are provided for in the Bank Documents,
interest under these conditions will be payable at the highest of those rates.

Interest will accrue each day on each amount due under a Bank Document but
unpaid. Unless otherwise specified in the Bank Document, the rate will be
Westpac's Reference Lending Rate' then applicable plus:

(a) in the case of a facility governed by a Bank Document, any margin applied by
Westpac under the relevant Bank Document plus 2% per annum; and

(b) otherwise, 4% per annum.

That interest accrues before and after any judgment. Unless it does so more
often, Westpac will be taken to have debited monthly the Guarantor's account
with accrued interest under this paragraph. That interest will then itself bear
interest.

Despite any other provision in any other Bank Document, but only for the purpose
of calculating interest, if Westpac is paid moneys by one or more of the
Guarantors under a Bank Document and Westpac, although being entitled to apply
those moneys to reduce the Secured Moneys, decides instead to deposit the moneys
into one or more suspense

accounts, interest on the Secured Moneys will be calculated on the difference
between the Secured Moneys and the aggregate of all amounts held in such
suspense account(s).

16. YIELD PROTECTION

Whenever Westpac determines that a Change in Law (as defined below) has the
effect of:

(a) increasing its costs of funding or maintaining a facility under a Bank
Document, or reducing its return or amounts received in respect of the
facility; or

(b) reducing its return on capital allocated to a facility under a Bank Document
(including because more capital needs to be allocated to the facility or
cannot be used elsewhere),

then it will promptly notify the relevant Guarantor, who must pay Westpac the
amount Westpac certifies is necessary to compensate it. That certificate will
give an outline of the calculation, and will be conclusive and bind the
Guarantor in the absence of manifest error.

If the Guarantor so requests, Westpac will negotiate in good faith with a view
to finding a means of minimising the effect, but it is not a defence that the
effect could have been avoided or minimised.

A CHANGE IN LAW is the introduction of, or a change in, any law, official
directive, ruling or request or a change in its interpretation. If it does not
have the force of law, it must be one with which responsible Australian banks
would comply. Without limitation, it includes any occurrence which is a "Change
in Law" as described above and which relates to capital adequacy, special
deposit, liquidity, reserve, prime assets, tax or prudential requirements
(except a change in tax on overall net income).

17. ADDITIONAL PAYMENTS

17.1 INDEMNITY AND COSTS

Each Guarantor will indemnify Westpac against any liability, loss, cost or
expense (including legal costs on a full indemnity basis and the cost to Westpac
of in house counsel at reasonable rates) it incurs in or as a result of an Event
of Default or Potential Event of Default or a breach of its obligations, or
actual or contemplated enforcement of this Agreement or any Bank Document to
which it is a party or any Security.

17.2 CURRENCY INDEMNITY

Each Guarantor will indemnify Westpac if any amount payable under or in
connection with a Bank Document is received in a currency which is different
from that in which it is required to be paid under this Agreement. This
indemnity applies whatever the reason for receipt of the amount in a different
currency.

17.3 EXPENSES

The Guarantor will pay:

(a) all stamp, transaction and other similar duties and charges, plus

(b) all external legal costs which Westpac incurs (on a full indemnity basis),

in relation to this Agreement or any Bank Document to which it is a party and
any Security and any transaction under them. This includes financial
institutions duty and debits tax.

The Guarantor will on a full indemnity basis pay all amounts which Westpac
incurs in relation to the enforcement of this Agreement or any Security.

Each Guarantor will also pay any fines and penalties unless they result from a
failure by Westpac to lodge a document for stamping in sufficient time, having
received from the Guarantor the amount of stamp duty in good time.

18. GENERAL

18.1 TERM

This Agreement will continue so long as there is any liability, obligation,
document or agreement between Westpac and any Guarantor or Westpac releases it.

18.2 STATEMENTS

The Guarantor agrees that a written statement by Westpac, setting out the amount
which the Guarantor owes under this Agreement, is sufficient proof that the
Guarantor owes the amount stated, unless it is proved wrong.

18.3 NOTICES

Any notice, demand, statement, certificate or other communication by Westpac
under any Bank Document may be given by any person whose title includes the word
"manager", "counsel", "head" or "president", or any attorney authorised to do
so.

Notices may be sent by facsimile, post or any other means to the recipient's
address or number set out on the signature page of this Agreement or in any
other address or number notified to the sender by the recipient.

Notices will be taken to have been given if delivered or left at that address on
the date on which it is delivered or left.

18.4 AGENT FOR SERVICE OF PROCESS

Each Guarantor having its registered office outside Queensland:

(a) irrevocably appoints Collins Finance and Management Pty Ltd A.C.N. 009 996
721 ("COLLINS FINANCE") as its agent for service of process relating to any
proceedings before the courts and appellate courts of the State of
Queensland in connection with each Bank Document; and

(b) agrees that failure by Collins Finance to notify it of the process will not
invalidate the proceedings concerned.

19. APPROPRIATION AND SET-OFF

19.1 APPROPRIATION

Any money paid to Westpac to reduce the Customer's debts to Westpac may be used
to pay off any part of the Customer's debts which Westpac chooses.

19.2 SET-OFF

If the Guarantor has any money in any account with Westpac, Westpac may use it
to pay money the Guarantor owes to Westpac under this Agreement, but it need not
do so. It can convert currencies using its normal procedures.

To the maximum extent allowed by law, the Guarantor gives up any right to set
off any amounts Westpac owes it against amounts owed by the Guarantor under this
Agreement.

20. ASSIGNMENT AND TRANSFER

Westpac can transfer its rights under this Agreement to someone else. If
Westpac does, this Agreement will apply to the transferee as if it were Westpac.
To the maximum extent allowed by law, any transfer will be free of any set off,
equity or cross-claim which but for this paragraph the Guarantor would have had
against Westpac or the transferee of this Agreement. Westpac may disclose
information concerning the Guarantee or the Guarantor to a potential transferee
or sub-participant of this Agreement, the Guaranteed Obligations or the
Guaranteed Money.

No Guarantor may assign its rights under any Bank Document.

21. RELIANCE

The Guarantor acknowledges that it did not sign this Agreement relying on any
promises or statements made by Westpac. It does not matter whether they were
made in response to any question or not.

The only terms which apply to this Agreement are contained in it.

Westpac is not required to do anything in relation to, or tell the Guarantor
anything concerning, the Customer's financial and business condition and affairs
or its transactions with Westpac.

22. MULTIPLE PARTIES

22.1 MULTIPLE GUARANTORS

The terms of this Agreement apply to each Guarantor individually and to all
Guarantors as a group. Each Guarantor is individually liable for the full
amount of the Guaranteed Moneys, even if one or more of the others:

(a) has not signed or is not bound by it, or

(b) in the future stops being liable (for example, because Westpac releases that
Guarantor).

Westpac can demand payment from one or more of the Guarantors without demanding
it from the others.

References to "the Guarantor", "a Guarantor" or "Guarantors" shall be construed
accordingly.

22.2 MULTIPLE CUSTOMERS

The terms of the guarantee and this Agreement apply to each Customer
individually and to all of them as a group. Without limiting the above, this
Agreement applies to money owed by any one or more of them.

References to "the Customer", "a Customer" or "Customers" shall be construed
accordingly

23. NEW GUARANTORS

A party can join this Agreement as a guarantor. To do so the party must sign
an accession agreement in the form attached. Upon signing the agreement the
party will automatically become a guarantor under this Agreement and it, as well
as the other parties to this Agreement, will have the same obligations and
rights as if the party were named in it as a Guarantor and Customer, and as if
the party had signed this Agreement.

24. LAW AND JURISDICTION

This Agreement is governed by Queensland law. The Guarantor accepts the non-
exclusive jurisdiction of the courts having jurisdiction there.

Any law that allows the Guarantor or the Customer to avoid or defer payment, or
that gives the Guarantor or Customer rights not contained in this Agreement,
does not apply, unless the law is one which applies despite an agreement to the
contrary. If any part of this Agreement is prohibited or unenforceable, it will
not affect the remaining part.

25. COUNTERPARTS

This Agreement may be executed in any number of counterparts. All of such
counterparts, taken together, shall be deemed to constitute the one instrument.

26. ATTORNEYS

Each attorney executing this agreement states that he has no notice of
revocation of his power of attorney.

27. INCONSISTENCY

To the extent that there is any express inconsistency between the terms of this
Agreement and any other Bank Document the terms of this Agreement shall prevail.

SCHEDULE A -- GUARANTORS
------------------------

NAME OF COMPANY ACN/ARBN/ POSTAL ADDRESS
PLACE OF
INCORPORATION

Buffalo Ranch Australia Pty Ltd 009 937 900 16 Edmondstone Street,
Newmarket, Qld 4051

Collins Finance and Management Pty Ltd 009 996 721 16 Edmondstone Street,
Newmarket, Qld 4051

Collins Foods Australia Pty Ltd 009 914 103 16 Edmondstone Street,
Newmarket, Qld 4051

Collins Foods International Pty Ltd 009 980 250 16 Edmondstone Street,
Nevada Newmarket, Qld 4051

Collins International Inc Delaware 16 Edmondstone Street,
Newmarket, Qld 4051

Collins Property Development Pty Ltd 010 539 616 16 Edmondstone Street,
Newmarket, Qld 4051

Furnace Concepts Australia Corp. 070 065 468 16 Edmondstone Street,
Nevada Newmarket, Qld 4051

Furnace Concepts International Inc Nevada 16 Edmondstone Street,
Newmarket, Qld 4051

Gulliver's Australia Pty Ltd 009 988 381 16 Edmondstone Street,
Newmarket, Qld 4051

Restaurant Concepts of Australia Pty Ltd Nevada 16 Edmondstone Street,
(Deregistered in Australia 24-04-96, code Newmarket, Qld 4051
s350, Formerly A.R.B.N. 010 761 770)

Restaurant Concepts International Inc Nevada 16 Edmondstone Street,
Newmarket, Qld 4051

Sizzler Australia Pty Ltd 010 060 876 16 Edmondstone Street,
Newmarket, Qld 4051

Sizzler Franchise Development Limited Bermuda 16 Edmondstone Street,
Newmarket, Qld 4051

Sizzler International Marks Inc. Delaware 16 Edmondstone Street,
Newmarket, Qld 4051

Sizzler New Zealand Limited Nevada 16 Edmondstone Street,
Newmarket, Qld 4051

Sizzler Restaurant Services Inc Nevada 16 Edmondstone Street,
Newmarket, Qld 4051

Sizzler South Pacific Pty Ltd 010 713 852 16 Edmondstone Street,
Nevada Newmarket, Qld 4051

Sizzler South-East Asia Inc Nevada 16 Edmondstone Street,
Newmarket, Qld 4051

The Italian Oven Australia Pty Ltd 010 102 388 16 Edmondstone Street,
Newmarket, Qld 4051

SCHEDULE B -- FORM OF ACCESSION AGREEMENT
-----------------------------------------

THIS ACCESSION AGREEMENT is made the .................. day of .......... 19...

BY [*] A.C.N. [*] of [*] (the "NEW GUARANTOR")

AND EACH OF THE COMPANIES LISTED IN THE SCHEDULE (each an "EXISTING GUARANTOR")

TO WESTPAC BANKING CORPORATION A.R.B.N. 007 457 141 ("WESTPAC").

THIS ACCESSION AGREEMENT IS ENTERED INTO IN EXCHANGE FOR Westpac giving credit,
or continuing to provide it, or not taking immediate action to enforce the
obligations of any Customer referred to in the Cross Guarantee and Indemnity and
Negative Pledge with Financial Ratio Covenants dated [*] between Westpac and the
Existing Guarantors (as amended from time to time, the "GUARANTEE") and for
other good and valuable consideration.

Expressions defined in the Guarantee have the same meaning in this Accession
Agreement.

THE NEW GUARANTOR AND THE EXISTING GUARANTORS agree with and acknowledge to
Westpac:

(a) That the New Guarantor shall as and from the date of this Accession
Agreement be subject in all respects to all those obligations to Westpac,
and the Existing Guarantors shall have the same liability with respect to
the indebtedness of the New Guarantor as if the New Guarantor was a
Guarantor and Customer respectively named as a party to the Guarantee and
all the terms of the Guarantee shall apply to and bind the Guarantors
(including the New Guarantor) accordingly.

(b) That at the time of executing this Accession Agreement the New Guarantor is
aware that the Existing Guarantors have already incurred liabilities to
Westpac and that the existence of such liabilities is not to diminish or
release in any way the liabilities of the New Guarantor arising under clause
(a) of this Accession Agreement or Westpac's rights powers and remedies
arising because of this Accession Agreement.

(c) [That at the time of executing this Accession Agreement the Existing
Guarantors are aware that the New Guarantor has already incurred liabilities
to Westpac and that the existence of such liabilities is not to diminish or
release in any way the liabilities of the Existing Guarantors arising under
the Guarantee.] [insert if the New Guarantor has existing liabilities to
Westpac]

This Agreement may be executed in any number of counterparts. All of such
counterparts, taken together, shall be deemed to constitute the one instrument.

Clause 184 of the Guarantee applies to this Agreement as if stated in it (with
"Guarantor" being read to include the New Guarantor).

SCHEDULE
--------