<PAGE>


                                                                   EXHIBIT 10.51

                                                            BLAKE DAWSON WALDRON
                                                                  LAWYERS

                              MULTI-PARTY AGREEMENT

                              (PURCHASE DOCUMENTS)

                           The Hon Murray Criddle MLC

              The Western Australian Government Railways Commission

                    The Hon Richard Fairfax Court, Treasurer

          WestNet StandardGauge Pty Ltd and Westnet NarrowGauge Pty Ltd

                       Australia Western Railroad Pty Ltd

                        Australian Railroad Group Pty Ltd

                             ANZ Capel Court Limited

                     Level 19, Forrest Centre
                      221 St George's Terrace
                                PERTH WA 6000
                    Telephone: (08) 9366 8000
                          Fax: (08) 9366 8111             Ref: MBW. MJB 12745944

                          (C)Blake Dawson Waldron 2000

<PAGE>

                                    CONTENTS

<TABLE>
<S>                                                                             <C>
1.    INTERPRETATION                                                            1

      1.1      Definitions                                                      1
      1.2      Definitions in the Lease                                         1
      1.3      Rules for interpreting this document                             1
      1.4      Inconsistency                                                    1
      1.5      Capacity of Security Trustee                                     1

2.    CONSENT AND ACKNOWLEDGEMENT                                               1

      2.1      By the Government Parties                                        1
      2.2      By the Purchaser, the Guarantor and the Network Lessee           1
      2.3      By the Security Trustee                                          1
      2.4      By the Treasurer                                                 1

3.    DEFAULT                                                                   1

      3.1      Notifications                                                    1
      3.2      Enforcing Party's cure rights                                    1
      3.3      Exercise of Rights by the Government Parties                     1
      3.4      Cure Procedure                                                   1
      3.5      Enforcement of a Security                                        1
      3.6      Effect of Assignment                                             1

4.    MINISTER'S REPRESENTATIONS AND WARRANTIES                                 1

5.    NOTIFICATION BY SECURITY TRUSTEE                                          1

6.    NOTICES                                                                   1

      6.1      How to give a notice                                             1
      6.2      When a notice is given                                           1
      6.3      Address for notices                                              1

7.    AMENDMENT AND ASSIGNMENT                                                  1

      7.1      Amendment                                                        1
      7.2      Assignment by Security Trustee                                   1
      7.3      Assignment by Government Parties                                 1

8.    DISCHARGE/RELEASE OF SECURITY                                             1

9.    TREASURER'S GUARANTEE AND INDEMNITY                                       1

10.   GENERAL                                                                   1

      10.1     Governing law                                                    1
      10.2     Stamp Duty                                                       1
      10.3     Giving effect to this document                                   1
</TABLE>

<PAGE>

<TABLE>
<S>                                                                             <C>
      10.4     No waiver                                                        1
      10.5     Operation of this document                                       1
      10.6     Counterparts                                                     1
      10.7     Attorneys                                                        1

1     NETWORK LESSEE'S SECURITY                                                 1

2     PROJECT DOCUMENTS                                                         1
</TABLE>

                                                                              ii
<PAGE>


                    MULTI-PARTY AGREEMENT- PURCHASE DOCUMENTS

DATE                               2000

PARTIES

         THE HON MURRAY CRIDDLE, MLC, exercising powers under sections 13, 42
         and 44 of the Act ("Minister")

         THE WESTERN AUSTRALIAN GOVERNMENT RAILWAYS COMMISSION exercising powers
         under sections 8(7) and 44 of the Act and section 62 of the Government
         Railways Act 1904 (WA) ("COMMISSION")

         THE HON RICHARD FAIRFAX COURT, MLA, TREASURER, exercising power under
         section 20 of the Act ("TREASURER")

         WESTNET STANDARDGAUGE PTY LTD ACN 094 819 360 and WESTNET NARROWGAUGE
         PTY LTD ACN 094 736 900 ("NETWORK LESSEE")

         AUSTRALIA WESTERN RAILROAD PTY LTD ACN 094 792 275 ("PURCHASER")

         AUSTRALIAN RAILROAD GROUP PTY LTD ACN 080 579 308 ("GUARANTOR")

         ANZ CAPEL COURT LIMITED ACN 004 768 807 in its capacity as trustee for
         the Australian Railroad Group Security Trust ("SECURITY TRUSTEE")

RECITALS

A.       The parties to this document (other than the Security Trustee) are
         parties to the Project Documents.

B.       The parties to this document (other than the Government Parties) have
         entered into the Security in favour of the Security Trustee as security
         Trustee for the financiers under certain senior debt financial
         arrangements to be made available to the Borrower.

C.       It is a condition precedent to the availability of such senior debt
         financial arrangements to the Borrower that the parties enter into this
         document.

OPERATIVE PROVISIONS

1.       INTERPRETATION

1.1      DEFINITIONS

         The following definitions apply in this document unless the context
         requires otherwise.

         "ANCILLARY AGREEMENTS" has the same meaning as in the Sale Agreement
         except that the Operating Agreements are not Ancillary Agreements for
         the purposes of this document and nothing in this document applies to
         the Operating Agreements.

         "APPLICABLE CURE PERIOD" means, in the case of a Material Event of
         Default, a period of 8 months and, in the case of any other Default:

<PAGE>

         (a)      120 Business Days in the case of a Default under either of the
                  Leases or under the Sale Agreement or

         (b)      21 days in the case of a Default under any of the Ancillary
                  Agreements,

         (or, in either case, any longer period agreed by the Government Parties
         under clause 3.3(c)(i)), in each case being a period commencing on the
         date of notice being given to the Security Trustee under clause 3.1(a).

         "BORROWER" means ARG Financing Pty Ltd ACN 094 768 078

         "Default" means any Event of Default or Material Event of Default or
         any event which, with the giving of notice, passage of time or
         fulfilment of any other condition, may become an Event of Default or a
         Material Event of Default or which may entitle any of the Government
         Parties to terminate, rescind or treat as repudiated, or require the
         Purchasing Parties to dispose of or surrender, any of the Project
         Documents, or to take control of the Corridor Land or the Leased
         Railway Infrastructure or to exercise any other Rights under the
         Project Documents or at law or in equity as a consequence of the
         occurrence of that event

         "ENFORCING PARTY" means the Security Trustee or any receiver, receiver
         and manager, administrator, agent or attorney appointed under the
         Security or under the Corporations Law.

         "GOVERNMENT PARTIES" means the Minister and the Commission or either of
         them as the context requires.

         "LEASES" means each of the Rail Freight Corridor Land Use Agreement and
         Railway Infrastructure Leases dated on or about the date of this
         document between the Minister, the Commission, the Treasurer, one or
         other of the parties comprising the Network Lessee and the Purchaser
         and the Guarantor.

         "MATERIAL EVENT OF DEFAULT" has the same meaning as in the Leases, with
         the exception of the event described at sub-clause (g) of that
         definition.

         "PROJECT DOCUMENT" means the documents referred to in schedule 2.

         "PURCHASING PARTIES" means all or any of the Network Lessee, the
         Purchaser, the Guarantor and the Borrower as the context requires.

         "RIGHT" means any right, entitlement, discretion, power or remedy,
         whether express or implied.

         "SALE AGREEMENT" has the same meaning as in the Leases.

         "SECURITY" means the document(s) referred to in schedule 1.

         "SECURITY TRUST DEED" means the Security Sharing Deed dated on or about
         the date of this document between the Borrower, Australia and New
         Zealand Banking Group Ltd and the Security Trustee.

                                                                               2

<PAGE>

1.2      DEFINITIONS IN THE LEASES

         Subject to clause 1.1, terms that are defined in the Leases have the
         same meanings in this document

1.3      RULES FOR INTERPRETING THIS DOCUMENT

         (a)      Clause 1.3 of the Leases applies as if incorporated in this
                  document as if references to "THIS AGREEMENT" were to "THIS
                  DOCUMENT".

         (b)      A reference in this document to remedy of a Default includes,
                  where the Default is not capable of remedy within the time
                  allowed under this document or the Project Documents, the
                  making of other arrangements reasonably satisfactory to the
                  Government Parties including the payment of reasonable
                  compensation where compensation is an adequate remedy for the
                  Government Parties.

         (c)      A reference to include, includes or including does not limit
                  what else might be included.

1.4      INCONSISTENCY

         If there is any inconsistency between this document and the Project
         Documents, this document will prevail.

1.5      CAPACITY OF SECURITY TRUSTEE

         The Security Trustee enters into this document in its capacity as
         trustee under the Security Trust Deed and, notwithstanding anything in
         this document, each party to this document (other than the Security
         Trustee) acknowledges that any rights which it may have against the
         Security Trustee under or in respect of this document shall not be
         against the Security Trustee personally but against the Security
         Trustee solely in its capacity as trustee under the Security Trust
         Deed. Accordingly, the Security Trustee may not be called on or be
         liable to satisfy any such rights out of any of its personal assets
         (other than any right of indemnity in its capacity as trustee under the
         Security Trust Deed), and recourse (if any) against the Security
         Trustee shall be limited to the assets held by it in its capacity as
         trustee under the Security Trust Deed.

2.       CONSENT AND ACKNOWLEDGEMENT

2.1      BY THE GOVERNMENT PARTIES

         (a)      The Government Parties consent to the grant of the Security,
                  and acknowledge that:

                  (i)      the grant of the Security is not, and the exercise by
                           an Enforcing Party of Rights under the Security will
                           not be, or be treated as, a Default under the Project
                           Documents or entitle the Government Parties to
                           exercise any Right (including termination) under the
                           Project Documents or otherwise as a result of the
                           occurrence of a Default (including, without
                           limitation, by virtue of clause 13.2 of the Leases);
                           and

                                                                               3

<PAGE>

                  (ii)     the Rights of the Minister on the occurrence of a
                           Default under clause 23 of the Leases and the rights
                           of the Government Parties under equivalent provisions
                           in the other Project Documents are in all respects
                           subordinate to the Rights of the Security Trustee
                           under this document and the Security.

         (b)      The Government Parties agree with the Security Trustee that an
                  Enforcing Party may at any time (subject to the terms of any
                  agreement or document between the Security Trustee and, among
                  others, the Purchasing Parties) exercise all or any of the
                  Rights (including any Right to cure or take any remedial or
                  other action in relation to any Default), and perform all or
                  any of the obligations, of the Purchasing Parties under the
                  Project Documents as if it were bound by those Project
                  Documents in lieu of, and to the exclusion, of the Purchasing
                  Parties.

         (c)      The Government Parties acknowledge that the Purchasing Parties
                  cannot amend, terminate, release or surrender any of their
                  Rights under the Project Documents without the prior written
                  consent of the Security Trustee and agree not to consent to
                  any such amendment or accept any such termination, release or
                  surrender without the prior written consent of the Security
                  Trustee. Any amendment, termination, release or surrender of
                  the Purchasing Parties' Rights under the Project Documents
                  without the prior written consent of the Security Trustee is
                  of no effect.

         (d)      The Government Parties acknowledge that the exercise of their
                  Rights under the Project Documents are restricted as provided
                   in clause 3.

         (e)      The Government Parties agree to:

                  (i)      observe and perform their obligations under the
                           Project Documents;

                  (ii)     use all reasonable endeavours as legal owner to
                           remove any prescriptive easements or rights of
                           adverse possession which may during the term of the
                           Leases arise over the Corridor Land or the Leased
                           Railway Infrastructure and which unreasonably
                           interfere with the use thereof by the Network Lessee
                           for a Permitted Use; and

                  (iii)    provide to the Security Trustee at the same time as
                           the Purchasing Parties all material notices given by
                           it to the Purchasing Parties under or in relation to
                           the Project Documents.

2.2      BY THE PURCHASER, THE GUARANTOR AND THE NETWORK LESSEE

         Each of the Purchaser, the Guarantor and the Network Lessee
         acknowledges that:

         (a)      it is bound by and must do everything within its power to
                  ensure that the Government Parties and the Security Trustee
                  may exercise their Rights under this document;

         (b)      this document is intended only to benefit the Security Trustee
                  and the Government Parties and that it may not take any action
                  to cause this document to be implemented nor object if it is
                  not implemented; and

                                                                               4

<PAGE>

         (c)      as between the Purchaser, the Guarantor, the Network Lessee
                  and the Government Parties, nothing in this document amends
                  the Project Documents.

2.3      BY THE SECURITY TRUSTEE

         The Security Trustee agrees that nothing in this document authorises
         the Security Trustee to do:

         (a)      anything under the Security in relation to the Project
                  Documents, the Corridor Land and the Leased Railway
                  Infrastructure which the Purchasing Parties may not do under
                  the Project Documents; or

         (b)      any act or thing without the Government Parties' consent where
                  under the Project Documents the Purchasing Parties require the
                  Government Parties' consent,

            and acknowledges (without prejudice to the Rights conferred on it by
            this document) that nothing in the Security confers on the Security
            Trustee Rights in relation to the Corridor Land and the Leased
            Railway Infrastructure greater than the Rights of the Network Lessee
            under the Leases.

2.4      BY THE TREASURER

         The Treasurer acknowledges and endorses the obligations assumed by the
         Government Parties under this document and agrees to cause the
         Government Parties to perform those obligations.

3.       DEFAULT

3.1      NOTIFICATIONS

         (a)      The Government Parties shall, and the Purchasing Parties agree
                  that the Government Parties may:

                  (i)      notify the Security Trustee of any Default or Force
                           Majeure promptly after the Government Parties become
                           aware of it; and

                  (ii)     give the Security Trustee copies of all documents
                           relating to any Default or Force Majeure issued by
                           the Government Parties to the Purchasing Parties
                           under the Project Documents at the same time as those
                           documents are given to the Purchasing Parties.

         (b)      The Security Trustee shall notify the Minister if the Security
                  becomes enforceable promptly after the Security Trustee
                  becomes aware of it.

3.2      ENFORCING PARTY'S CURE RIGHTS

         (a)      On becoming aware of any Default an Enforcing Party may (but
                  is not obliged to) take steps to remedy the Default or rectify
                  the consequences of the Default. The Government Parties shall
                  recognise any such action as the action of the Network Lessee
                  or the Purchaser (as the case may be) irrespective of whether
                  or not the Security Trustee has enforced the Security.

                                                                              5.

<PAGE>

         (b)      To the extent reasonably requested by an Enforcing Party for
                  the purpose of exercising its Rights under this document (and
                  whether or not the Security Trustee has enforced the
                  Security), the Government Parties shall promptly:

                  (i)      provide the Enforcing Party with any information
                           which the Government Parties has identifying the
                           Default and indicate what steps (if any) it considers
                           could be taken to remedy the Default; and

                  (ii)     to the extent it is able to do so, facilitate the
                           Enforcing Party's access to the Corridor Land and the
                           Leased Railway Infrastructure to the extent permitted
                           by law and at the Enforcing Party's risk.

         (c)      The Network Lessee and the Purchaser agree to the Enforcing
                  Party being given information and access under clause 3.2(b).

3.3      EXERCISE OF RIGHTS BY THE GOVERNMENT PARTIES

         Despite anything in the Project Documents or any other document, and
         whether or not the Security Trustee has taken any action to enforce the
         Security, the Government Parties may only exercise any Rights which,
         but for this sub-clause, it would be entitled to exercise under the
         Project Documents as a result of a Default if:

         (a)      that Default is subsisting under the Project Documents;

         (b)      the Government Parties have given notice to the Security
                  Trustee setting out details of that Default giving rise to
                  that exercise and identifying it as either a Material Event of
                  Default, an Event of Default or another Default; and

         (c)      any of the following applies:

                  (i)      if that Default is:

                           (A)      a Material Event of Default which is capable
                                    of remedy (including by way of remedy in any
                                    manner referred to in clause 1.3(b)), that
                                    Material Event of Default has not been
                                    remedied within the Applicable Cure Period
                                    (or any longer period agreed by the
                                    Government Parties, that agreement not to be
                                    unreasonably withheld so long as the
                                    Government Parties are of the reasonable
                                    opinion that the remedy of that Material
                                    Event of Default is being diligently pursued
                                    by an Enforcing Party); or

                           (B)      any other event constituting a Default which
                                    is capable of remedy (including by way of
                                    remedy in any manner referred to in clause
                                    1.3(b)), that Default has not been remedied
                                    within:

                                    (I)      120 Business Days in the case of a
                                             Default under either of the Leases
                                             or under the Sale Agreement; or

                                    (II)     21 days in the case of a Default
                                             under any of the Ancillary
                                             Agreements,

                                                                              6.

<PAGE>

                           (or, in any such case, any longer period agreed by
                           the Government Parties, that agreement not to be
                           unreasonably withheld so long as the Government
                           Parties are of the reasonable opinion that the remedy
                           of that Default is being diligently pursued by an
                           Enforcing Party) of the date on which the notice
                           referred to in clause 3.3(b) is given; or

                  (ii)     if that Default is not a Default which is capable of
                           remedy (including by way of remedy in any manner
                           referred to in clause 1.3(b)), an Enforcing Party
                           does not enter into possession of the Purchasing
                           Parties' Rights under the Project Documents and
                           commence and continue to perform its obligations
                           under the Project Documents within:

                           (A)      if the Default is a Material Event of
                                    Default, the Applicable Cure Period; or

                           (B)      in the case of any Default other than a
                                    Material Event of Default:

                                    (I)      120 Business Days in the case of a
                                             Default under either of the leases
                                             or under the Sale Agreement; or

                                    (II)     21 days in the case of a Default
                                             under any of the Ancillary
                                             Agreements,

                                    of the date on which the notice referred to
                                    in clause 3.3(b) is given; or

                  (iii)    the Security Trustee has notified the Government
                           Parties that it elects not to take any steps to
                           remedy (including by way of remedy in any manner
                           referred to in clause 1.3(b)) that Default,

                  and may not give such a notice or exercise such a Right during
                  an Applicable Cure Period (or so long as any other enforcement
                  action subsists).

         (d)      For the avoidance of doubt, if an act, omission, event or
                  circumstance is or is capable of becoming a Material Event of
                  Default under a Lease ("First Lease") and as a result the
                  First Lease is terminated, thereby causing a Default under the
                  other Lease ("Other Lease"), no Applicable Cure Period shall
                  apply in respect of that Default under the Other Lease and the
                  Government Parties may immediately give such notice or
                  exercise such Right in respect of such Default under the Other
                  Lease as they may in their discretion determine.

3.4      CURE PROCEDURE

         (a)      During the Applicable Cure Period (or, in the case of the
                  enforcement of a Security Interest or the occurrence of an
                  Insolvency Event, within 10 Business Days) the Government
                  Parties shall afford the Security Trustee the opportunity to
                  produce a detailed proposal ("Proposal") for remedying the
                  Default.

         (b)      If the Proposal is reasonably acceptable to the Government
                  Parties then, so long as:

                                                                              7.

<PAGE>

                  (i)      the Security Trustee implements the Proposal with
                           reasonable diligence; and

                  (ii)     the Security Trustee complies with its obligations
                           under this document,

                  the Government Parties must not terminate the Project
                  Documents based on the Default.

3.5      ENFORCEMENT OF A SECURITY

         (a)      If, at any time during the Term of the Project Documents, an
                  Enforcing Party enters into possession of the Corridor Land or
                  the Leased Railway Infrastructure or any other property of any
                  of the Purchasing Parties or if there is any exercise of power
                  of sale by the Enforcing Party of the Freight Business then
                  the Enforcing Party shall:

                  (i)      within 10 Business Days, provide the Government
                           Parties with a reasonable plan for achieving full
                           compliance with the Purchasing Parties' obligations
                           under the Project Documents to be assumed by the
                           Enforcing Party or another person reasonably
                           acceptable to the Government Parties within 6 months
                           from the entry into possession, foreclosure or
                           extinguishment; and

                  (ii)     diligently pursue, and keep the Government Parties
                           informed as to, the implementation of the plan using
                           reasonable endeavours to achieve full compliance with
                           the Purchasing Parties' obligations under the Project
                           Documents in accordance with the timetable in the
                           plan.

         (b)      The Government Parties agree with the Security Trustee that
                  they will not withhold their consent to an assignment of the
                  Project Documents on enforcement of the Security by the
                  Security Trustee provided that, in the case of the Leases:

                  (i)      in the Minister's reasonable opinion, such an
                           assignment would be consistent with the State's
                           objectives referred to in Recital E to the Leases;

                  (ii)     the assignee is a person who has demonstrated by the
                           supply to the Minister of evidence acceptable to the
                           Minister (acting reasonably) that it is experienced
                           in and of good reputation in relation to maintaining
                           and operating a rail freight network as permitted by
                           the Project Documents, and is financially able to
                           operate and maintain that network and is or will be
                           at the date of assignment accredited as an owner and
                           operator under the Rail Safety Act and that it will
                           comply with Section 12(3) of the Act; and

                  (iii)    clauses 28(b) and (c) of the Leases are complied with
                           (whether by the Network Lessee or the Enforcing
                           Party).

         (c)      In relation to any assignment under clause 3.5(b) the Minister
                  agrees to do all such further acts and things as the Security
                  Trustee reasonably requires (including entering into documents
                  and making orders under the Act) to effect the transfer of all
                  rights and obligations in relation to the Freight Business to
                  the assignee (including those arising under the Project
                  Documents), which were originally

                                                                              8.

<PAGE>

                  effected in relation to the sale of the Freight Business to
                  the Purchaser, to the assignee.

3.6      EFFECT OF ASSIGNMENT

         (a)      Upon any assignment contemplated by clause 3.5(b) taking
                  effect:

                  (i)      subject to clause 3.6(b), any subsisting Default (and
                           any Right of the Government Parties to terminate the
                           Project Documents as a result of such Default) shall
                           be automatically waived;

                  (ii)     all liabilities of the Enforcing Party in connection
                           with this document and the Project Documents will
                           cease; and

                  (iii)    the Government Parties and the Treasurer will, at the
                           cost of the Purchasing Parties, execute any documents
                           reasonably required by the Enforcing Party for the
                           purpose of giving effect to the above.

         (b)      The waiver referred to in clause 3.6(a)(i), for the avoidance
                  of doubt, does not affect the obligations of the assignee to
                  comply with the terms of the Project Documents or the Rights
                  of the Government Parties in respect of any Default occurring
                  after the assignment.

3.7      INTERRUPTION OF SERVICES

         Nothing in clause 3 restricts the Government Parties from exercising at
         any time (whether or not within the Applicable Cure Period) any Right
         to remedy or to mitigate the effects of any Default if the Government
         Parties reasonably consider that such remedy or mitigation is necessary
         or desirable in the interests of procuring that there is no
         interruption to the continued availability of rail freight services
         within the State.

4.       MINISTER'S REPRESENTATIONS AND WARRANTIES

         The Minister represents and warrants to the Security Trustee that as of
         the date of this document and as at the Commencement Date:

         (a)      the Minister has legal capacity under the Act to enter into
                  this document on behalf of the State of Western Australia;

         (b)      the Commission has legal capacity under the Act to enter into
                  this document on its behalf and as agent of the State of
                  Western Australia;

         (c)      the State of Western Australia has good title to the Corridor
                  Land and Leased Railway Infrastructure to enable the Minister
                  to grant the rights and power to the Network Lessee under the
                  Lease;

         (d)      except for the Existing Third Party Interests, the Corridor
                  Land is not subject to any Encumbrance which would
                  unreasonably interfere with the use by the Network Lessee of
                  the Corridor Land or Leased Railway Infrastructure for a
                  Permitted Use;

                                                                             9.

<PAGE>

         (e)      except for the Non-Corridor Leased Railway Infrastructure, the
                  Leased Railway Infrastructure is situated on Corridor Land;
                  and

         (f)      the Corridor Land is that land described in the Corridor Land
                  Designation Order and in the Maps to the level of accuracy
                  approved on the Maps.

5.       NOTIFICATION BY SECURITY TRUSTEE

THE SECURITY TRUSTEE SHALL:

         (a)      provide to the Minister copies of any notice issued by it to
                  the Purchasing Parties demanding payment before their due date
                  of the moneys secured by the Security at approximately the
                  same time as or promptly after the notice is given to the
                  Purchasing Parties.

         (b)      promptly advise the Minister of any action taken to enforce
                  the Security.

         (c)      advise the Minister of the discharge of the Security.

6.       NOTICES

6.1      HOW TO GIVE A NOTICE

         A notice, consent or other communication under this document is only
         effective if it is:

         (a)      in writing, signed by or on behalf of the person giving it;

         (b)      addressed to the person to whom it is to be given; and

         (c)      either:

                  (i)      delivered or sent by pre-paid mail (by airmail, if
                           the addressee is overseas) to that person's address;
                           or

                  (ii)     sent by fax to that person's fax number and the
                           machine from which it is sent produces a report that
                           states that it was sent in full.

6.2      WHEN A NOTICE IS GIVEN

         A notice, consent or other communication that complies with this clause
         is regarded as given and received:

         (a)      if it is delivered or sent by fax:

                  (i)      by 5.00 pm (local time in the place of receipt) on a
                           Business Day - on that day; or

                  (ii)     after 5.00 pm (local time in the place of receipt) on
                           a Business Day, or on a day that is not a Business
                           Day - on the next Business Day; and

         (b)      if it is sent by mail within Australia - 3 Business Days after
                  posting.

                                                                             10.

<PAGE>

6.3      ADDRESS FOR NOTICES

         A person's address and fax number are those set out below, or as the
         person notifies the sender:

                                                                             11.

<PAGE>

               GOVERNMENT PARTIES

               Address:               C/- Westrail
                                      Westrail Centre
                                      West Parade
                                      East Perth WA 6004
               Fax number:            (618) 9326 2598
               Attention:             The Commissioner

               PURCHASING PARTIES
               Address:               C/- Freehills
                                      London Court
                                      London Circuit
                                      Canberra ACT 2601
               Fax number:            (02) 6240 6222
               Attention:             Andrew Miles

               SECURITY TRUSTEE
               Address:               C/- Julie Piper (Westrail)
                                      Level 17
                                      530 Collins Street
                                      Melbourne VIC 3000
               Fax number:            (03) 9273 2111
               Attention:             Julie Piper

7.       AMENDMENT AND ASSIGNMENT

7.1      AMENDMENT

         This document can only be amended, supplemented, replaced or novated by
         another document signed by the parties.

7.2      ASSIGNMENT BY SECURITY TRUSTEE

         (a)      The Security Trustee may not transfer its rights and
                  obligations under this document to a transferee unless that
                  transferee executes a deed agreeing to be bound by this
                  document in form and substance satisfactory to the Government
                  Parties. The Government Parties, the Treasurer and the
                  Purchasing Parties will also execute that document if
                  necessary for the purposes of giving effect to the transfer.

         (b)      The Government Parties acknowledge that any change to the
                  composition or entitlements of persons sharing in the Security
                  through the Security Trustee will not require the execution of
                  a deed under clause 7.2(a).

7.3      ASSIGNMENT BY GOVERNMENT PARTIES

         The Government Parties may not

                                                                             12.

<PAGE>

         (a)      assign its rights or transfer its obligations under this
                  document; or

         (b)      dispose of any part of the Corridor Land or the Leased Railway
                  Infrastructure or create any interest therein.

         in favour of any other person unless that person executes a deed in
         form and substance satisfactory to the Security Trustee agreeing to be
         bound by this document and by the Project Documents. The Security
         Trustee and the Purchasing Parties will also execute that deed if
         necessary for the purposes of giving effect thereto.

8.       DISCHARGE/RELEASE OF SECURITY

         (a)      Subject to paragraph (b), this document shall terminate upon
                  the discharge or payment of all moneys owed actually and/or
                  contingently to the Security Trustee and the beneficiaries for
                  the time being of the Australian Railroad Group Security Trust
                  provided that if, following such discharge or payment, such
                  discharge or payment is avoided (under any law relating to
                  insolvency or otherwise) then the provisions of this document
                  shall continue to apply to regulate the respective rights and
                  obligations of the Government Parties and the Security
                  Trustee.

         (b)      The obligations of the State Parties under this document will
                  automatically cease if the only beneficiaries for the time
                  being of the Australian Railroad Group Security Trust are
                  persons who are not a bona fide and reputable financial
                  institution at arm's length from the ARG Parties and their
                  respective related entities (as defined in section 9 of the
                  Corporations Law).

9.       TREASURER'S GUARANTEE AND INDEMNITY

         (a)      The Treasurer exercising power under section 20 of the Act,
                  unconditionally and irrevocably guarantees to the Security
                  Trustee, the due and punctual performance by the Minister and
                  the Commission of their obligations under this document
                  including the obligation to pay any amount.

         (b)      As a separate undertaking the Treasurer indemnifies the
                  Security Trustee against all loss or liability arising from
                  and any costs, charges and expenses incurred in connection
                  with a breach by the Minister or the Commission of this
                  document including the obligation to pay any amount.

         (c)      The Treasurer's liability under this guarantee and indemnity
                  is not affected by anything which might release or exonerate
                  or otherwise affect him at law or in equity, including one or
                  more of the following:

                  (i)      the Security Trustee granting time or other
                           indulgence to, compromising with or partially
                           releasing in any way the Commission, the Minister or
                           the Treasurer;

                  (ii)     laches, acquiescence, delay, acts or omissions on the
                           part of the Security Trustee;

                  (iii)    any variation or novation of a right of the Security
                           Trustee;

                                                                             13.

<PAGE>

                  (iv)     any alteration of this document or any agreement
                           entered into in the performance of this document,
                           with or without the consent of the Treasurer; and

                  (v)      the invalidity or unenforceability of an obligation
                           or liability of a person other than the Treasurer,

         (d)      This guarantee and indemnity is a continuing guarantee and
                  indemnity and is not discharged by any one payment. This
                  guarantee and indemnity does not merge on Completion.

         (e)      The Treasurer waives any right he may have of first requiring
                  the Security Trustee to commence proceedings or enforce its
                  rights against the Commission, the Minister or the Treasurer
                  before claiming under this guarantee and indemnity.

10.      GENERAL

10.1     GOVERNING LAW

         (a)      This document is governed by the law in force in Western
                  Australia.

         (b)      Each party submits to the non-exclusive jurisdiction of the
                  courts exercising jurisdiction in Western Australia, and any
                  court that may hear appeals from any of those courts, for any
                  proceedings in connection with this document, and waives any
                  right it might have to claim that those courts are an
                  inconvenient forum.

10.2     STAMP DUTY

         The Purchasing Parties shall bear any stamp duty (including fines and
         penalties) chargeable on this document. The Purchasing Parties shall
         indemnify each other party on demand against any liability for that
         stamp duty.

10.3     GIVING EFFECT TO THIS DOCUMENT

         Each party must do anything (including execute any document), and must
         ensure that its employees and agents do anything (including execute any
         document), that any other party may reasonably require to give full
         effect to this document.

10.4     NO WAIVER

         No waiver or consent, whether express or implied, to any breach of this
         document by any party is to be construed as a consent or waiver to any
         other breach.

10.5     OPERATION OF THIS DOCUMENT

         (a)      This document contains the entire agreement between the
                  parties about its subject matter. Any previous understanding,
                  agreement, representation or warranty relating to that subject
                  matter is replaced by this document and has no further effect.

                                                                             14.

<PAGE>

         (b)      Any right that a person may have under this document is in
                  addition to, and does not replace or limit, loss any other
                  right that the person may have.

         (c)      Any provision of this document which is unenforceable or
                  partly unenforceable is, where possible, to be severed to the
                  extent necessary to make this document enforceable, unless
                  this would materially change the intended effect of this
                  document.

10.6     COUNTERPARTS

         This document may be executed in counterparts.

10.7     ATTORNEYS

         Each person who executes this document on behalf of a party under a
         power of attorney declares that he or she is not aware of any fact or
         circumstance that might affect his or her authority to do so under that
         power of attorney.

                                                                             15.
<PAGE>

________________________________________________________________________________

EXECUTED as a deed.

SIGNED, SEALED and DELIVERED by
THE HONOURABLE MURRAY
CRIDDLE MLC in the presence of:                  _______________________________
                                                 Signature of party

_____________________________
Signature of witness

_____________________________
Name

THE COMMON SEAL of THE         )
WESTERN AUSTRALIAN
GOVERNMENT RAILWAYS            )
COMMISSION
                               )
was hereunto affixed in the
presence of:                   )

                               )       ................................

                               )       Commissioner

                                       ................................
                                       Secretary

SIGNED, SEALED and DELIVERED by
THE HONOURABLE RICHARD
FAIRFAX COURT in the presence of:                _______________________________
                                                 Signature of party

_____________________________
Signature of witness

_____________________________
Name

                                                                             16.
<PAGE>

________________________________________________________________________________

SIGNED, SEALED and DELIVERED for
WESTNET STANDARDGAUGE PTY
LTD under power of attorney in
the presence of:                                 _______________________________
                                                 Signature of attorney

_____________________________                    _______________________________
Signature of witness                             Name

_____________________________                    _______________________________
Name                                             Date of power of attorney

SIGNED, SEALED and DELIVERED for
WESTNET NARROWGAUGE PTY LTD
under power of attorney in the presence of:      _______________________________
                                                 Signature of attorney

_____________________________                    _______________________________
Signature of witness                             Name

_____________________________                    _______________________________
Name                                             Date of power of attorney

SIGNED, SEALED and DELIVERED for
AUSTRALIA WESTERN RAILROAD PTY LTD
under power of attorney in the presence of:      _______________________________
                                                 Signature of attorney

_____________________________                    _______________________________
Signature of witness                             Name

_____________________________                    _______________________________
Name                                             Date of power of attorney

                                                                             17.
<PAGE>

________________________________________________________________________________

SIGNED, SEALED and DELIVERED for
AUSTRALIAN RAILROAD GROUP PTY
LTD under power of attorney in the
presence of:                                     _______________________________
                                                 Signature of attorney

_____________________________                    _______________________________
Signature of witness                             Name

_____________________________                    _______________________________
Name                                             Date of power of attorney

SIGNED, SEALED and DELIVERED for
ANZ CAPEL COURT LIMITED under
power of attorney in the presence of:            _______________________________
                                                 Signature of attorney

_____________________________                    _______________________________
Signature of witness                             Name

_____________________________                    _______________________________
Name                                             Date of power of attorney

                                                                             18.
<PAGE>

                                   SCHEDULE 1

                                    SECURITY

The Fixed and Floating Charge and Equitable Mortgage of Shares dated on or about
the date of this document and made between the Purchasing Parties and others and
the Security Trustee

                                                                             19.
<PAGE>

                                   SCHEDULE 2

                               PROJECT DOCUMENTS

1.       The Leases

2.       The Sale Agreement

3.       The Ancillary Agreements

                                                                             20.