<PAGE>

                                                                   EXHIBIT 10.52

                                 TRIPARTITE DEED

                    Minister for Transport and Urban Planning
                                    (Lessor)

                     Australia Southern Railroad Pty Limited
                                    (Lessee)

                             ANZ Capel Court Limited
                               (Security Trustee)

<PAGE>

                                    CONTENTS

<TABLE>
<S>                                                               <C>
1.    DEFINITIONS AND INTERPRETATION                               3

      1.1      Definitions                                         3
      1.2      Definitions in Lease                                4
      1.3      Interpretation                                      4
      1.4      Inconsistency                                       5
      1.5      Capacity of Security Trustee                        5

2.    CONSENT AND ACKNOWLEDGEMENT                                  5

      2.1      By the Lessor                                       5
      2.2      By the Lessee                                       6
      2.3      By the Security Trustee                             6
      2.4      No consent                                          6

3     DEFAULT                                                      6

      3.1      Notification by Lessor                              6
      3.2      Security Trustee's cure rights                      6
      3.3      Termination by Lessor of Lease                      7
      3.4      Other enforcement by the Lessor                     7
      3.5      Application under Railways Act                      8
      3.6      Enforcement of a Security                           9

4.    PARTIAL SURRENDERS                                           9

      4.1      Voluntary Surrenders                                9
      4.2      Surrender Warning Notice                            9
      4.3      No Surrender Notice                                 9

5.    INFORMATION SHARING                                         10

      5.1      Notification by Lessor                             10
      5.2      Notification by Security Trustee                   10

6.    TRACK INFRASTRUCTURE CHARGE                                 10

      6.1      Consent                                            10
      6.2      Ranking                                            10
      6.3      Release of Track Infrastructure                    10
      6.4      Transfer of Track Infrastructure                   10
      6.5      Repair                                             11
      6.6      Compliance                                         11

7.    NOTICES                                                     11

8.    ASSIGNMENT                                                  12
</TABLE>

<PAGE>

<TABLE>
<S>                                                               <C>
      8.1      By Security Trustee                                12
      8.2      By Lessor                                          12

9.    MISCELLANEOUS                                               12

      9.1      Amendment                                          12
      9.2      Stamp duty and costs                               12
      9.3      Further security                                   12
      9.4      Entire agreement                                   12
      9.5      Further assurances                                 13
      9.6      Severability of provisions                         13
      9.7      No waiver                                          13
      9.8      Governing law                                      13
      9.9      Counterparts                                       13
      9.10     Production                                         13

10.   TERM                                                        13

11.   CONSENT                                                     13
</TABLE>

                                                                             ii.

<PAGE>

                                 TRIPARTITE DEED

DATED             2000 between:

PARTIES

         Minister for Transport and Urban Planning, a body corporate under the
         Administrative Arrangements Act 1994 (the "LESSOR")

         Australia Southern Railroad Pty Limited (ACN 079 444 296) of 12 Pirie
         Street Adelaide, South Australia (the "Lessee")

         ANZ Capel Court Limited (ACN 004 768 807) of Level 17, 530 Collins
         Street, Melbourne, Victoria (the "Security Trustee")

RECITALS

A.       The Lessor and the Lessee are parties to an agreement for lease dated 7
         November 1997 and will be the parties to a lease to be dated after the
         date of this Deed in, or substantially in, the form of the annexure to
         the agreement for lease. The Lessor and the Lessee may subsequently
         enter into additional incidental leases (all these agreements and
         leases are referred to herein as the Lease).

B.       The Lessee has issued, or proposes issuing, a fixed charge over the
         Lessee' rights under, and interest in, the Lease in favour of the
         Security Trustee as security trustee for financiers to the Borrower
         (THE SECURITY).

IT IS AGREED as follows,

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         The following definitions apply unless the context requires otherwise.

         "Applicable Cure Period" means the period allowed to the Security
         Trustee to cure or procure the cure of a Critical Default as set out in
         Schedule 1 hereto, being a period commencing on the date of notice
         being given to the Security Trustee pursuant to clause 3.3(b).

         "Australian Railroad Group Security Trust" means the trust established
         by the Security Trust Deed.

         "Borrower" means ARG Financing Pty Ltd ACN 094 806 078.

         "Critical Default" means those Defaults under the Lease listed as such
         in Schedule 1.

         "Default" means:

         (a)      any breach by the Lessee of any of its obligations under the
                  Lease or any Event of Default (as defined in the Lease);

                                                                              3.
<PAGE>

         (b)      any event or circumstance which, alone or with the lapse of
                  time or notice or both, would entitle the Lessor to require
                  the Lessee to surrender the Lease in respect of any portion of
                  the Land, or

         (c)      any other event or circumstance which, alone or with the lapse
                  of time or notice or both, would entitle the Lessor to
                  terminate or rescind the Lease or treat it as repudiated or
                  suspend the Lessor's performance of any obligations under it.

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

         "POWER" means any right, discretion, power or remedy, whether express
         or implied. It includes accepting repudiation and granting waivers.

         "RAIL CORRIDOR LAND" means land on which track and Track Infrastructure
         which is necessary for the effective use of the track is located and
         contiguous land required for purposes of access, maintenance and
         effective use of that track and Track Infrastructure.

         "RAILWAYS ACT" means the Railways (Operations and Access) Act 1997
         (SA).

         "SECURITY" includes any additional or replacement security granted by
         the Lessee in favour of the Security Trustee in respect of the Lease.

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

         "SURRENDER CURE PERIOD" means the period allowed to the Security
         Trustee to cure or procure the cure of a default in respect of a
         portion of the Rail Corridor Land under clause 44 of the Lease as set
         out in Schedule 2 hereto being a period commencing on the date of
         notice being given to the Security Trustee pursuant to clause 4.2.

         "SURRENDER DEFAULT" means those Defaults under the Lease listed in
         Schedule 2.

1.2      DEFINITIONS IN LEASE

         Definitions in the Lease apply in this Deed, unless the term is
         otherwise defined in this Deed or the context requires otherwise.

1.3      INTERPRETATION

         (a)      Clause 1.2 of the Lease applies as if incorporated in this
                  Deed as if references to this Lease were to this Deed.

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

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

                                                                              4.
<PAGE>

1.4      INCONSISTENCY

         In the event of any inconsistency between this Deed and the Lease this
         Deed will prevail,

1.5      CAPACITY OF SECURITY TRUSTEE

         The Security Trustee enters into this Deed in its capacity as trustee
         under the Security Trust Deed and, notwithstanding anything in this
         Deed, each party to this Deed (other than the Security Trustee)
         acknowledges that any rights which it may have against the Security
         Trustee under or in respect of this Deed 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, 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 LESSOR

         The Lessor consents to the creation of the Security and acknowledges
         that:

         (a)      (NO DEFAULT) neither the creation of the Security nor the
                  exercise of any Powers under a Security will of itself
                  contravene or constitute a Default under the Lease or entitle
                  the Lessor to exercise any Power (including of termination)
                  under it;

         (b)      (ENFORCEMENT) at any time after commencement of enforcement of
                  the Security any Enforcing Party may exercise all or any of
                  the Powers, and perform all or any of the obligations of the
                  Lessee under or in relation to the Lease as if it were the
                  Lessee to the exclusion of the Lessee; and

         (c)      (INEFFECTIVE) the Lessee cannot

                  (i)      amend, vary, terminate, rescind, repudiate (otherwise
                           than by breach) or accept any termination, rescission
                           or repudiation of the Lease;

                  (ii)     grant any waiver or release under or in relation to
                           the Lease; or

                  (iii)    enter into any document or agreement in relation to
                           the Lease or Railway Operations which has the effect
                           of varying or supplementing the Lease,

                  without the prior written consent of the Security Trustee
                  which shall not he unreasonably withheld in any case where the
                  Lessee has covenanted not to unreasonably withhold its consent
                  under the Lease, Any purported amendment variation,
                  termination, rescission, repudiation (otherwise than by
                  breach), acceptance, waiver, release, document or agreement
                  without that consent will be ineffective. The Lessee
                  acknowledges that it must obtain the prior written consents
                  referred to promptly and at its own expense.

                                                                              5.
<PAGE>

2.2      BY THE LESSEE

         The Lessee acknowledges that it is bound by and shall cooperate in the
         implementation of this Deed. The Lessee acknowledges that this Deed is
         only intended to benefit the Security Trustee and the Lessor.

2.3      BY THE SECURITY TRUSTEE

         The Security Trustee acknowledges that unless expressly authorised or
         provided for under this Deed, nothing in this Deed:

         (a)      authorises the Security Trustee to do anything which the
                  Lessee may not do under the Lease;

         (b)      operates to grant the Security Trustee rights greater than the
                  rights of the Lessee under the Lease; or

         (c)      authorises the Security Trustee to do any act or thing without
                  the Lessors consent where under the Lease or under legislation
                  the Lessee requires the Lessor's consent to such act or thing.

2.4      NO CONSENT

         The Security Trustee undertakes to the Lessor that it shall not consent
         to or grant permission to the Lessee assigning or mortgaging the Lease
         or granting a Sub-lease (except as permitted by the Lease or by this
         Deed) without the Lessor's prior written consent.

3.       DEFAULT

3.1      NOTIFICATION BY LESSOR

         (a)      The Lessor may notify the Security Trustee of:

                  (i)      any Default; or

                  (ii)     any event or circumstance of force majeure under
                           clause 11 of the Lease,

                  as soon as it becomes aware of the same. The Lessee confirms
                  that it has no objection to any such notification.

         (b)      The Lessor shall promptly give the Security Trustee copies of
                  all documents issued by the Lessor to the Lessee under the
                  Lease in any way relating to, or arising out of, any matter
                  described in paragraph (a).

3.2      SECURITY TRUSTEE'S CURE RIGHTS

         (a)      On becoming aware of any Default an Enforcing Party may take
                  steps to remedy, or procure the remedy of, that Default. No
                  Enforcing Party is obliged to do so.

         (b)      To the extent reasonably requested by an Enforcing Party for
                  the purpose of exercising its Powers under this Deed the
                  Lessor shall:

                                                                              6.
<PAGE>

                  (i)      promptly provide that Enforcing Party with any
                           information in its possession (including details of
                           any steps which the Lessor considers appropriate to
                           be taken to remedy the Default); and

                  (ii)     ensure that it will not prevent or hinder any access
                           to the Land by the Security Trustee.

3.3      TERMINATION BY LESSOR OF LEASE

         Despite anything in the Lease or any other document, and whether or not
         the Security Trustee has taken any action to enforce the Security, the
         Lessor may only terminate or rescind the Lease, treat the Lease as
         repudiated or re-enter and take possession of the Land if:

         (a)      a Critical Default is subsisting under the Lease; and

         (b)      the Lessor has given notice to the Security Trustee setting
                  out details of the Critical Default and identifying it as a
                  Critical Default; and

         (c)      either:

                  (i)      that Critical Default has not been remedied within
                           the Applicable Cure Period (or any longer period
                           agreed by the Lessor, that agreement not to be
                           unreasonably withheld so long as the remedy of that
                           Default is being diligently pursued by an Enforcing
                           Party); or

                  (ii)     the Security Trustee has notified the Lessor that it
                           elects not to take any steps to remedy the Default.

3.3A     CURE PROCEDURE

         (d)      During the Applicable Cure Period the Lessor shall afford the
                  Security Trustee the opportunity to produce a detailed
                  proposal ("Proposal") for remedying the relevant breach
                  ("Relevant Breach").

         (e)      If:

                  (i)      the Proposal is reasonably acceptable to the Lessor;

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

                  (iii)    the Security Trustee complies with its obligations
                           under this Deed,

                  then the Lessor must not terminate the Lease based upon the
                  Relevant Breach during the Applicable Cure Period.

3.4      OTHER ENFORCEMENT BY THE LESSOR

         Despite anything in the Lease or any other document, and whether or not
         the Security Trustee has taken any action to enforce a Security, the
         Lessor may only exercise any Powers (other than to terminate or rescind
         the Lease, to treat the Lease as repudiated or to re-enter and take
         possession of the Land) which, but for this sub-clause, it would be
         entitled to exercise under the Lease as a result of a Default if:

                                                                              7.
<PAGE>

         (a)      the Lessor has given notice to the Security Trustee setting
                  out details of the Default giving rise to that exercise; and

         (b)      either:

                  (i)      if the Default is a breach of the Lease which is
                           capable of remedy, that Default has not been remedied
                           within 90 Business Days (or any longer period agreed
                           by the Lessor, that agreement not to be unreasonably
                           withheld so long as the remedy of that Default is
                           being diligently pursued by an Enforcing Party) of
                           the date on which the notice referred to in paragraph
                           (a) is given; or

                  (ii)     if the Default is not a breach of the Lease which is
                           capable of remedy, an Enforcing Party does not enter
                           into possession of the Lessee's rights under the
                           Lease and commence and continue to perform its
                           obligations under the Lease within 90 Business Days
                           of the date on which the notice referred to in
                           paragraph (a) is given; or

                  (iii)    the Security Trustee has notified the Lessor that it
                           elects not to take any steps to remedy the Default.

3.5      APPLICATION UNDER RAILWAYS ACT

         The Lessor, the Lessee and the Security Trustee agree the following
         principles and criteria for the purposes of Section 26 of the Railways
         Act:

         (a)      the regulator (as defined in the Railways Act) must give the
                  Lessee and the Security Trustee at least 21 days notice of any
                  application for the appointment of an administrator (as
                  defined in the Railways Act) under the Railways Act;

         (b)      the Security Trustee must be afforded the opportunity to
                  address the court as to whether the administrator should be
                  appointed and, if appointed the basis and scope of the
                  administrator's rights and obligations;

         (c)      the administrator should remain as administrator only for so
                  long as required to fulfil the objects of the Railways Act;

         (d)      the administrator should at all times engage in reasonable
                  consultation with the Security Trustee and should reasonably
                  take into account the interests of the Security Trustee as a
                  secured creditor and the Lessee as owner of the business;

         (e)      the administrator should provide all reasonable assistance to
                  the Security Trustee including provision of financial and
                  operating information, to enable the Security Trustee to
                  realise its security; and

         (f)      the administrator should hand over to the Security Trustee all
                  sums held by him which are properly payable under a Security
                  and are surplus to the cost of operating the business of the
                  Lessee so as to fulfil the objects of the Act and the
                  reasonable costs of the administration.

                                                                              8.
<PAGE>

3.6      ENFORCEMENT OF A SECURITY

         (a)      The Security Trustee acknowledges that any enforcement of the
                  Security must comply with all relevant legislation and this
                  Deed.

         (b)      If, at any time during the Term of the Lease, an Enforcing
                  Party:

                  (i)      enters into possession of the Land; or

                  (ii)     forecloses or extinguishes the Lessee's equity of
                           redemption in respect of the Lease;

                  or if there is any exercise of power of sale by the Enforcing
                  Party or any receiver appointed by it of the Railway
                  Operations then the Enforcing Party shall:

                  (iii)    within 10 Business Days, provide the Lessor with a
                           reasonable plan for achieving full compliance with
                           the Lessee's obligations under the Lease (including
                           the obligation to conduct Railway Operations in
                           accordance with the Minimum Service Requirements) to
                           be assumed by the Enforcing Party or another person
                           reasonably acceptable to the Lessor within 6 months
                           from the entry into possession, foreclosure or
                           extinguishment; and

                  (iv)     diligently pursue, and keep the Lessor informed as
                           to, the implementation of the plan using reasonable
                           endeavours to achieve full compliance with the
                           Lessee's obligations under the Lease in accordance
                           with the timetable in the plan.

         (c)      The Lessor agrees with the Security Trustee that it will not
                  unreasonably withhold its consent to an assignment of the
                  Lease on enforcement of the Security by the Security Trustee
                  to a person who has demonstrated to the reasonable
                  satisfaction of the Lessor that the person has the operational
                  and financial capacity to successfully conduct Railway
                  Operations on the Land in accordance with the Lease.

4        PARTIAL SURRENDERS

4.1      VOLUNTARY SURRENDERS

         The Lessee may not issue a Surrender Notice or otherwise surrender any
         portion of the Rail Corridor Land without the prior written consent of
         the Security Trustee. The Lessee acknowledges that it must obtain such
         consent at its own expense.

4.2      SURRENDER WARNING NOTICE

         At or about the time the Lessor gives any Surrender Warning Notice to
         the Lessee it must give a copy of such notice to the Security Trustee.

4.3      NO SURRENDER NOTICE

         The Lessor shall not give a Surrender Notice in respect of any part of
         the Rail Corridor Land if the Surrender Default in respect of which a
         Surrender Notice could otherwise have been given is remedied within the
         Surrender Cure Period (or any longer period agreed by the Lessor, that
         agreement not to be unreasonably withheld so long as the remedy of that
         Surrender Default is being diligently pursued by an Enforcing Party).

                                                                              9.
<PAGE>

5.       INFORMATION SHARING

5.1      NOTIFICATION BY LESSOR

        The Lessor must provide to the Security Trustee copies of any:

         (a)      notice issued by it to the Lessee under clause 4.3 of the
                  Lease; and

         (b)      any Surrender Warning Notice or Surrender Notice issued by it
                  to the Lessee under clause 4.5 of the Lease,

         at the same time as the notice is given to the Lessee.

5.2      NOTIFICATION BY SECURITY TRUSTEE

         (a)      The Security Trustee must provide to the Lessor copies of any
                  default notice issued by it to the Lessee under a Security at
                  the same time as the notice is given to the Lessee.

         (b)      The Security Trustee must promptly advise and keep the Lessor
                  advised about any action taken or proposed to be taken to
                  enforce the rights of the Security Trustee under a Security.

         (c)      The Security Trustee must advise the Lessor upon the discharge
                  of the Security or, if it occurs earlier, upon the Lessee
                  first becoming entitled to require its discharge.

6.       TRACK INFRASTRUCTURE CHARGE

6.1      CONSENT

         The Security Trustee hereby consents to the charge in favour of the
         Lessor contained in the Deed of Agreement to Lease dated 7 November
         1997 (Option Charge).

6.2      RANKING

         The Lessor and the Security Trustee agree that the Option Charge shall
         rank in all respects, after the Security, but subject to the
         undertakings by the Security Trustee hereunder.

6.3      RELEASE OF TRACK INFRASTRUCTURE

         The Security Trustee shall not release any of the Track Infrastructure
         from the Security without the prior written consent of the Lessor
         (which shall not be withheld if the release is part of a transfer in
         compliance with clause 6.4) other than on a total discharge of the
         Security on repayment of all debt secured by it.

6.4      TRANSFER OF TRACK INFRASTRUCTURE

         No Enforcing Party shall sell, transfer or otherwise dispose of the
         Track Infrastructure except:

         (a)      to a permitted assignee of the Lease, subject to the Option
                  Charge; or

         (b)      if the Lease (or portion of the Lease) is terminated Track
                  Infrastructure which the Lessor has elected not to acquire.

                                                                             10.
<PAGE>

6.5      REPAIR

         Any Enforcing Party shall on enforcement have the same rights as the
         Lessee under the Lease to remove and sell Track Infrastructure for
         repair and/or replacement.

6.6      COMPLIANCE

         The Security Trustee undertakes that on enforcement of the Security any
         Enforcing Party shall comply with the Lessee's obligations to sell or
         transfer the Track Infrastructure to the Lessor in accordance with the
         Lease.

7.       NOTICES

         Any notice given under this Deed:

         (a)      must be in writing addressed to the intended recipient at the
                  address shown below or the address last notified by the
                  intended recipient to the sender:

                  LESSOR:

                  Executive Director
                  Transport SA
                  33-37 Warwick Street
                  PO Box 1
                  WALKERVILLE SA 5081

                  Fax: (08) 8343 2497

                  LESSEE:

                  Australia Southern Railroad Pty Limited
                  320 Churchill Road
                  Kilburn SA 5942

                  Attention: Mr Chuck Chabot/Mr Ian Jamieson
                  Fax: (08) 8343 5455

                  SECURITY TRUSTEE:

                  ANZ Capel Court Limited
                  Level 17
                  530 Collins Street
                  Melbourne VIC 3000

                  Attention: Julie Piper
                  Fax: (03) 9273 2111

         (b)      must be signed by a person duly authorised by the sender; and

         (c)      will be taken to be duly given or made (in the case of
                  delivery in person or by post, fax or cable) when delivered,
                  received or left at the above address but if delivery or
                  receipt occurs on a day on which business is not generally
                  carried on in the place to which the communication is sent or
                  is later than 4 pm (local time) it will be taken to

                                                                             11.
<PAGE>

                  have been duly given or made at the commencement of business
                  on the next day on which business is generally carried on in
                  the place.

8.       ASSIGNMENT

8.1      BY SECURITY TRUSTEE

         (a)      The Security Trustee may not assign its rights under this Deed
                  without the prior written consent of the Lessor. The Lessor
                  will not unreasonably withhold its consent where the assignee
                  is a financial institution of financial standing acceptable to
                  the Lessor and executes a deed to be bound by this Deed in
                  form and substance satisfactory to the Lessor. If the Security
                  Trustee assigns all its rights, then upon the assignor
                  executing such a deed the assignor will be released of its
                  obligations under this Deed in respect of the period after
                  assignment.

         (b)      The Lessor acknowledges that any change to the composition or
                  entitlements of financiers or noteholders providing financial
                  accommodation to the Lessee will not require the consent of
                  the Lessor under paragraph (a).

         (c)      The Security trustee shall advise the Lessor annually of the
                  names, addresses and contact names of each of the then
                  financiers referred to in paragraph (b) above and of each of
                  the then noteholders' trustees and, if appointed, the
                  noteholders' fiscal agent, and at any other time upon the
                  written request of the Lessor.

8.2      BY LESSOR

         The Lessor may assign or transfer by novation any of its rights and
         obligations under this Deed to any party which acquires the freehold
         title to the property the subject of the Lease and which becomes a
         party to this Deed.

9.       MISCELLANEOUS

9.1      AMENDMENT

         This Deed may be amended only by another deed executed by all parties.

9.2      STAMP DUTY AND COSTS

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

9.3      FURTHER SECURITY

         Any further security or assurance from the Lessee or under the Security
         in favour of the Security Trustee will be taken to be part of the
         Security and governed by this Deed, but such security or assurance may
         only be given with the consent of the Lessor.

9.4      ENTIRE AGREEMENT

         This Deed contains the entire agreement of the parties with respect to
         its subject matter. It sets out the only conduct relied on by the
         parties and supersedes all earlier conduct by the

                                                                             12.
<PAGE>

         parties with respect to its subject matter. Without limitation, the
         Security Trustee is not obliged to do anything except as expressly set
         out in this Deed.

9.5      FURTHER ASSURANCES

         The parties must do all things necessary to give effect to any
         provision of this Deed.

9.6      SEVERABILITY OF PROVISIONS

         Any provision of this Deed which is prohibited or unenforceable in any
         jurisdiction is ineffective as to that jurisdiction to the extent of
         the prohibition or unenforceability. That does not invalidate the
         remaining provisions of this Deed nor affect the validity or
         enforceability of that provision in any other jurisdiction.

9.7      NO WAIVER

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

9.8      GOVERNING LAW

         This Deed is governed by and construed in accordance with the laws of
         South Australia. The parties submit to the non-exclusive jurisdiction
         of courts exercising jurisdiction there.

9.9      COUNTERPARTS

         This Deed may be executed in any number of counterparts. All
         counterparts together will be taken to constitute one instrument.

9.10     PRODUCTION

         Each of the Lessee and the Security Trustee consents to this Deed being
         tabled or otherwise produced in the South Australian Parliament.

10.      TERM

         This Deed shall terminate upon the discharge or payment of all moneys
         owed actually 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 Deed shall
         continue to apply to regulate the respective rights and obligations of
         the Lessor and the Security Trustee.

11.      CONSENT

         The Lessee hereby consents to any action reasonably taken by the Lessor
         to comply with its obligations under this Deed.

EXECUTED as a deed

Each attorney executing this Deed states that he has not received notice of the
revocation or suspension of his power of attorney.

                                                                             13.
<PAGE>


SIGNED SEALED and DELIVERED on behalf
of THE MINISTER FOR TRANSPORT AND URBAN
PLANNING
by its duly authorised
signatory in the presence of:                ___________________________________
                                             Signature

___________________________________          ___________________________________
Signature of witness                         Name

___________________________________
Name

SIGNED SEALED and DELIVERED on behalf
of AUSTRALIA SOUTHERN RAILROAD PTY
LIMITED
by its attorney in the presence of:          ___________________________________
                                             Signature

___________________________________          ___________________________________
Signature of witness                         Name

___________________________________
Name

SIGNED SEALED and DELIVERED on behalf
of ANZ CAPEL COURT LIMITED
by its attorney in the presence of:          ___________________________________
                                             Signature

___________________________________          ___________________________________
Signature of witness                         Name

___________________________________
Name

                                                                             14.
<PAGE>

                                   SCHEDULE 1
<TABLE>
<CAPTION>
                                             APPLICABLE CURE PERIOD FROM DATE OF
             CRITICAL DEFAULT                          NOTICE BY LESSOR
----------------------------------------     -----------------------------------
<S>                                          <C>
1.       Failure by Lessee to provide        Six months from date of notice.
         the minimum Service
         Requirements for a continuous
         period of 6 months on entire
         Rail Corridor.

2.       Failure by the Lessee to            Twelve months from date of notice.
         conduct Railway Operations on
         the entire Rail Corridor for a
         continuous period of 18
         months.

3.       Removal of any Track                Six months from date of notice.
         Infrastructure as referred to
         in clause 9.1.1.2 of the Lease

4.       The occurrence of an Event of       Six months from date of notice.
         Default under clause 9 of the
         Lease other than an Event of
         Default referred to in
         paragraphs 1, 2 or 3 provided
         that such Event of Default
         must be:

         (a)      a breach which has a
                  substantial adverse
                  effect on the
                  Lessee's ability to
                  provide Minimum
                  Service Requirements
                  or conduct Railway
                  Operations; or

         (b)      a breach which the
                  Lessor reasonably
                  regards as a breach
                  which is
                  substantially adverse
                  to its interests as a
                  Lessor under the
                  Lease and for which a
                  remedy of damages or
                  injunction or
                  specific performance
                  (or similar order) of
                  the covenants in the
                  lease is not, in its
                  reasonable opinion,
                  an adequate remedy;
                  or

         (c)      a breach which the
                  Lessor reasonably
                  regards as a breach
                  which has a
                  substantial adverse
                  effect on the public
                  interest and cannot
                  be reasonably
                  remedied by an
                  injunction or order
                  for specific
                  performance (or
                  similar order) of _ _
                  the covenants in the
                  Lease.
</TABLE>

<PAGE>

                                   SCHEDULE 2

<TABLE>
<CAPTION>
   SURRENDER DEFAULT FROM DATE OF NOTICE       SURRENDER CURE PERIOD BY LESSOR
------------------------------------------   -----------------------------------
<S>                                          <C>
Railway Operations not conducted on a:       Twelve months from date of notice.

-        portion of the Rail Corridor Land
         for a

-        continuous period of eighteen
         months and

-        have not recommenced,

Failure by Lessee to provide Minimum         Six months from date of notice.
Service Requirements for a continuous
period of six months on portion of
the Rail Corridor Land.
</TABLE>

                                                                              3.