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                                                                   EXHIBIT 10.46

Floating Charge

The Chargors listed in Schedule 1

ANZ Capel Court Limited

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TABLE OF CONTENTS

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

     1.1         Definitions..............................................................................        1
     1.2         Rules for interpreting this document.....................................................        3
     1.3         Business Days............................................................................        3
     1.4         Capacity of Chargee......................................................................        4

2.   FEATHERWEIGHT FLOATING CHARGE........................................................................        4

     2.1         Floating Charge..........................................................................        4
     2.2         Conversion...............................................................................        6

3.   CHARGORS' UNDERTAKINGS...............................................................................        6

4.   CHARGEE'S POWERS.....................................................................................        6

5.   ENFORCEMENT..........................................................................................        6

6.   APPOINTMENT OF RECEIVER..............................................................................        6

     6.1         Appointment..............................................................................        6
     6.2         Receiver other than as Chargor's agent...................................................        7
     6.3         Powers of Receiver.......................................................................        7

7.   PROTECTION OF CHARGEE AND APPOINTEES.................................................................        9

     7.1         Protection of Chargee and Receiver.......................................................        9
     7.2         Conflict of interests....................................................................        9
     7.3         Liability for loss.......................................................................       10
     7.4         Indemnity for Enforcement Costs..........................................................       10

8.   PROTECTION OF THIRD PARTIES..........................................................................       10

     8.1         Dealings under this document.............................................................       10
     8.2         Receipts.................................................................................       10

9.   APPLICATION OF MONEY.................................................................................       11

     9.1         Order....................................................................................       11
     9.2         Only actual receipts credited............................................................       11

10.  CONTINUING SECURITY..................................................................................       11

     10.1        Notwithstanding Settlement...............................................................       11
     10.2        Preference...............................................................................       12

11.  DISCHARGE............................................................................................       12

12.  PRIORITIES...........................................................................................       12

13.  LIMIT ON ENFORCEMENT.................................................................................       12

14.  GOVERNING LAW AND JURISDICTION.......................................................................       12

15.  AMENDMENT AND ASSIGNMENT.............................................................................       13

     15.1        Amendment................................................................................       13
     15.2        Assignment...............................................................................       13

SCHEDULE 1 CHARGORS.......................................................................................       14
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FLOATING CHARGE MADE ON 12 DECEMBER 2000 AND AMENDED ON 5 DECEMBER 2003

PARTIES           THE CHARGORS listed in schedule 1 ("CHARGORS")

                  ANZ CAPEL COURT LIMITED ABN 30 004 768 807 as trustee of the
                  Australian Railroad Group Security Trust ("CHARGEE")

RECITALS

A.       At the request of the Chargors, the Financiers have agreed to provide
         financial accommodation to the Borrower pursuant to the Finance
         Documents.

B.       Each Chargor considers that there will be a commercial benefit flowing
         to it from its entry into this document.

THIS DEED PROVIDES

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         Terms defined in the Common Provisions or the Security Trust Deed have
         the same meanings in this document (and in the event of any
         inconsistency between those two documents the definitions in the Common
         Provisions will apply). In addition, the following definitions apply in
         this document:

         "BELOW TRACK PROPERTY" means any track infrastructure, such as railway
         track, ballast, sleepers, stations or platforms owned by any Chargor.

         "CASH SUM" means for each of the Chargors the sum of $20 held at the
         date of this document in Canberra by an authorised officer of that
         Chargor.

         "CHARGE" means the charge created by clause 2.1.

         "CHARGED PROPERTY" means all of each Chargor's interest in the Cash Sum
         and in all its property anywhere (real and personal) including its
         uncalled capital and its called but unpaid capital for the time being,
         which a Chargor acquires, or to which a Chargor becomes entitled, after
         the date of this document, but excluding the Excluded Property.

         "CHARGE ENFORCEMENT EVENT" means, in relation to a Chargor, any of the
         following:

         (a)      a Default Notice has been issued notifying that a default has
                  occurred under the Lease to which that Chargor is a party
                  which default, if not rectified, will entitle the person
                  issuing that Default Notice to terminate that Lease and the
                  notified default has not been rectified during the cure
                  period, if any, provided to the Chargor under that Lease; or

         (b)      an administrator has been appointed to that Chargor pursuant
                  to section 436A, 436B or 436C of the Corporations Act.

         "CHARGE ENFORCEMENT PERIOD" means, in respect of any Chargor and with
         reference to any Charge Enforcement Event, the period commencing on the
         occurrence of that Charge Enforcement Event and ending on:

         (a)      where the Charge Enforcement Event is of the type referred to
                  in paragraph (a) of the definition of that term in this clause
                  1.1, the date on which the event referred to in the Default
                  Notice is rectified or waived in accordance with the
                  provisions of

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                  the relevant Lease;

         (b)      where the Charge Enforcement Event is of the type referred to
                  in paragraph (b) of the definition of that term in this clause
                  1.1, the date on which the administration ceases, other than
                  under the provisions of section 435C(2)(c) or 435C(3)(g) of
                  the Corporations Act, provided that as at that date no Default
                  Notice has been issued in respect of that Charge Enforcement
                  Event under the relevant Lease or, if issued, has been
                  subsequently retracted or the relevant event has been
                  rectified or waived in accordance with the provisions of the
                  relevant Lease.

         "COMMON PROVISIONS" means the deed entitled "Common Terms Deed" dated
         on or about 1 December 2003 between Australian Railroad Group Pty Ltd,
         the companies listed in Part I of Schedule 1 of that deed as original
         guarantors, the financial institutions listed in Part II of Schedule 1
         of that deed as original lenders and ANZ Capel Court Limited, as
         Security Trustee.

         "CORPORATIONS ACT" means the Corporations Act 2001 (Commonwealth).

         "DEFAULT NOTICE" means a notice issued to the Chargee on the terms
         contemplated by clause 3.3(b) of the Multi Party Agreement.

         "EXCLUDED PROPERTY" means:

         (a)      all shares in GWA Northern Pty Ltd and GWA Operations North
                  Pty Ltd now or at any future time held by a Chargor;

         (b)      any bank account of a Chargor at the date of this document and
                  any moneys standing to the credit of, or eligible for credit
                  to, any such bank account at that date including any interest
                  accrued thereon at that date.

         "LEASE" means any of the following:

         (a)      the StandardGauge Lease; and

         (b)      the NarrowGauge Lease.

         "MULTI PARTY AGREEMENT" means the deed entitled "Multi-Party Agreement
         (Purchase Documents)" dated on or about 13 December 2000 between The
         Hon Murray Criddle MLC, the Western Australian Government Railways
         Commission, The Hon Richard Fairfax Court Treasurer, the Chargors,
         Australia Western Railroad Pty Ltd, Australian Railroad Group Pty Ltd
         and the Chargee.

         "NARROWGAUGE LEASE" means the document entitled "Rail Freight Corridor
         Land Use Agreement (NarrowGauge) and Railway Infrastructure Lease"
         dated 17 December 2000 between The Hon Murray Criddle MLC, the Western
         Australian Government Railways Commission, The Hon Richard Fairfax
         Court Treasurer, WestNet NarrowGauge Pty Ltd, Australia Western
         Railroad Pty Ltd and Australian Railroad Group Pty Ltd.

         "RECEIVER" means a receiver or a receiver and manager.

         "RESTRICTED PROPERTY" means:

         (a)      any rights or interests of any Chargor under or in connection
                  with any Lease; and

         (b)      the Below Track Property.

         "SECURED MONEY" means any money which the Borrower or a Chargor is
         obliged (whether that obligation is present or future, actual or
         contingent) to pay to the Chargee or the Financiers or another
         Beneficiary under this document or another Finance Document.

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         "SECURITY TRUST DEED" means the deed entitled "Security Trust Deed"
         dated 12 December 2000 and as amended and novated on or about 5
         December 2003 between the Borrower and the Chargee.

         "STANDARDGAUGE LEASE" means the document entitled "Rail Freight
         Corridor Land Use Agreement (StandardGauge) and Railway Infrastructure
         Lease" dated 17 December 2000 between The Hon Murray Criddle MLC, the
         Western Australian Government Railways Commission, The Hon Richard
         Fairfax Court Treasurer, WestNet StandardGauge Pty Ltd, Australia
         Western Railroad Pty Ltd and Australian Railroad Group Pty Ltd.

1.2      RULES FOR INTERPRETING THIS DOCUMENT

         Headings are for convenience only, and do not affect interpretation.
         The following rules also apply in interpreting this document, except
         where the context makes it clear that a rule is not intended to apply.

         (a)      A reference to:

                  (i)      legislation (including subordinate legislation) is to
                           that legislation as amended, re-enacted or replaced,
                           and includes any subordinate legislation issued under
                           it;

                  (ii)     a document or agreement, or a provision of a document
                           or agreement, is to that document, agreement or
                           provision as amended, supplemented, replaced or
                           novated;

                  (iii)    a party to this document or to any other document or
                           agreement includes a permitted substitute or a
                           permitted assign of that party;

                  (iv)     a person includes any type of entity or body of
                           persons, whether or not it is incorporated or has a
                           separate legal identity, and any executor,
                           administrator or successor in law of the person; and

                  (v)      anything (including a right, obligation or concept)
                           includes each part of it.

         (b)      A singular word includes the plural, and vice versa.

         (c)      A word which suggests one gender includes the other genders.

         (d)      If a word is defined, another part of speech has a
                  corresponding meaning.

         (e)      If an example is given of anything (including a right,
                  obligation or concept), such as by saying it includes
                  something else, the example does not limit the scope of that
                  thing.

         (f)      The word "agreement" includes an undertaking or other binding
                  arrangement or understanding, whether or not in writing.

1.3      BUSINESS DAYS

         If the day on or by which a person must do something under this
         document is not a Business Day:

         (a)      if it involves any other payment (other than a payment which
                  is due on demand), the person must do it on the next Business
                  Day unless the next Business Day falls in the following month,
                  in which case the payment must be made on the previous

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                  Business Day; and

         (b)      in any other case, the person must do it on or by the next
                  Business Day.

1.4      CAPACITY OF CHARGEE

         (a)      The Chargee 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 Chargee) acknowledges that any rights which it may
                  have against the Chargee under or in respect of this document
                  shall not be against the Chargee personally but against the
                  Chargee solely in its capacity as trustee under the Security
                  Trust Deed. Accordingly, the Chargee 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 Chargee
                  shall be limited to the assets held by it in its capacity as
                  trustee under the Security Trust Deed.

         (b)      However, despite anything in clause 1.4(a), the Chargee is
                  personally liable to the extent that a liability under this
                  document arises out of the Chargee's own fraud, wilful
                  misconduct, gross negligence or breach of trust which
                  disentitles it from an indemnity out of the assets of the
                  Australian Railroad Group Security Trust in relation to the
                  relevant liability.

2.       FEATHERWEIGHT FLOATING CHARGE

2.1      FLOATING CHARGE

         (a)      Each Chargor charges by way of floating charge to the Chargee
                  the Charged Property as continuing security for the payment of
                  the Secured Money.

         (b)      The Chargee and the Chargors agree:

                  (i)      subject to clauses 5.3 and 5.4 of the Common
                           Provisions and clause 2.1(b)(ii) of this document,
                           each Chargor may, without the consent of the Chargee
                           or of any other person:

                           A.       create or permit to subsist any Security
                                    which affects the Charged Property or any
                                    part of it or enter into any sale, transfer
                                    or other disposal of the type referred to in
                                    clause 5.3(b) of the Common Provisions of or
                                    in respect of the Charged Property or any
                                    part of it; and/or

                           B.       enter into a single transaction or a series
                                    of transactions (whether related or not) and
                                    whether voluntary or involuntary to sell,
                                    lease, transfer or otherwise dispose of the
                                    Charged Property or any part of it;

                  (ii)     notwithstanding any other provision of any Finance
                           Document, no Chargor may, except with the consent of
                           all Lenders or in accordance with clause 2.1(b)(iii):

                           A.       create or permit to subsist any Security
                                    which affects the Restricted Property or any
                                    part of it or enter into any sale, transfer
                                    or other disposal of the type referred to in
                                    clause 5.3(b) of the Common Provisions of or
                                    in respect of the Restricted Property or any
                                    part of it; or

                           B.       enter into a single transaction or a series
                                    of transactions

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                                    (whether related or not) and whether
                                    voluntary or involuntary to sell, lease,
                                    transfer or otherwise dispose of the
                                    Restricted Property or any part of it;

                  (iii)    each Chargor may, without the consent of the Chargee
                           or any Beneficiary, enter into any transaction of the
                           nature referred to in clause 2.1(b)(ii) in respect of
                           or in relation to the Below Track Property, or any
                           part of it, which constitutes non-essential track
                           infrastructure (each a "TRANSACTION"), provided the
                           Transaction would otherwise be permitted in
                           accordance with clause 5.3 or 5.4 of the Common
                           Provisions, in connection with any proposal by the
                           Chargor for use of any part of the Below Track
                           Property which is non-essential track infrastructure
                           for purposes other than the carriage of freight or
                           associated uses (for example, but without limiting
                           the generality of this clause, use for retail
                           purposes), where that use does not impair the ability
                           of the Chargor to carry out its business, as carried
                           out as at the date of the Common Provisions;

                  (iv)     subject to this clause 2.1(b) and clause 5.3 of the
                           Common Provisions, if any Chargor creates or allows
                           to exist a Security over the Charged Property, then
                           any such Security ranks ahead of the Charge. In such
                           circumstances and as soon as practicable after a
                           request by any Chargor, the Chargee agrees to enter
                           into a priority agreement with respect to that
                           Security in order to give effect to this clause, in a
                           form reasonably acceptable to the relevant Chargor;

                  (v)      if a Charge Enforcement Event occurs in relation to
                           any Chargor, unless the Chargee agrees otherwise, the
                           Charge immediately and without the Chargee having to
                           give notice to the relevant Chargor takes effect as a
                           fixed charge over the Charged Property of the Chargor
                           to which the Charge Enforcement Event relates.
                           Despite any applicable rule of law to the contrary
                           the Charge does not otherwise take effect as a fixed
                           charge in any circumstances; and

                  (vi)     notwithstanding any other provision of this document
                           or any other Finance Document, at the expiration of
                           the Charge Enforcement Period for any Charge
                           Enforcement Event:

                           A.       the fixed charge over the relevant Charged
                                    Property immediately takes effect as a
                                    floating charge over that Charged Property;

                           B.       the Chargee will direct any Receiver which
                                    it has appointed to the Chargor to which the
                                    relevant Charge Enforcement Event relates or
                                    the assets of that Chargor to vacate office;
                                    and

                           C.       until another Charge Enforcement Event in
                                    relation to the relevant Chargor occurs:

                                    1)       that Chargor may deal with the
                                             Charged Property as if it had
                                             always been charged by way of a
                                             floating charge under the Charge;
                                             and

                                    2)       a person dealing with that Chargor
                                             in relation to the Charged Property
                                             may rely on a certificate from the
                                             Chargee as conclusive evidence
                                             that, as from the expiry of the
                                             relevant Charge

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                                             Enforcement Period, the Charged
                                             Property is charged by way of
                                             floating charge. The Chargee agrees
                                             that it will, at the request of
                                             that Chargor, issue certificates on
                                             the terms contemplated by this
                                             clause 2.1(b)(vi)C.2) provided that
                                             the Chargor provides to the Chargee
                                             evidence satisfactory to the
                                             Chargee, acting reasonably, that
                                             the relevant Charge Enforcement
                                             Period has expired.

2.2      CONVERSION

         The Chargee may, at any time by notice in writing to the relevant
         Chargor, reconvert its security under the Charge from a fixed charge to
         a floating charge in respect of any asset or class of asset specified
         in that notice. Any such conversion will be effective from the moment
         of receipt by the relevant Chargor of such notice.

3.       CHARGORS' UNDERTAKINGS

         Each Chargor must punctually pay the Secured Money when it becomes
         payable in accordance with the terms of any Finance Document or, in the
         absence of any agreement, on demand by the Chargee.

4.       CHARGEE'S POWERS

         If this document has become enforceable under clause 5, the Chargee,
         without notice to any Chargor, may during the Charge Enforcement Period
         for the relevant Charge Enforcement Event exercise any of the powers
         that might be exercised by a Receiver even if a Receiver has not been
         appointed.

5.       ENFORCEMENT

         If a Charge Enforcement Event in relation to a Chargor occurs then,
         during the Charge Enforcement Period for that Charge Enforcement Event,
         this document will become immediately enforceable against that Chargor.

6.       APPOINTMENT OF RECEIVER

6.1      APPOINTMENT

         If this document has become enforceable against a Chargor under clause
         5 (whether or not the Chargee has entered into possession of all or any
         of the Charged Property of the relevant Chargor), the Chargee may
         during the relevant Charge Enforcement Period:

         (a)      appoint any person or any 2 or more persons jointly and
                  severally to be a receiver or receiver and manager (or an
                  additional receiver or receiver and manager) of the Charged
                  Property of the relevant Chargor for the duration of the
                  relevant Charge Enforcement Period;

         (b)      remove the Receiver and in case of the removal, retirement or
                  death of any Receiver appoint another as a replacement; and

         (c)      fix the remuneration of the Receiver.

         Subject to clause 6.2 and the next sentence, every Receiver appointed
         under this clause 6.1 will be the relevant Chargor's agent and the
         relevant Chargor alone will be responsible for his acts

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         and defaults and remuneration. The Chargee may by notice to the
         relevant Chargor and the Receiver require the Receiver to act as the
         Chargee's agent.

6.2      RECEIVER OTHER THAN AS CHARGOR'S AGENT

         The power to appoint a Receiver under this clause may be exercised even
         though:

         (a)      at the time when this document becomes enforceable against a
                  Chargor under clause 5 or when an appointment is made, an
                  order may have been made or a resolution may have been passed
                  to wind up the relevant Chargor; or

         (b)      a Receiver appointed in the circumstances specified in the
                  preceding paragraph may not, or may not in some respects, act
                  as the relevant Chargor's agent.

6.3      POWERS OF RECEIVER

         The Receiver will have full power to do all or any of the following, in
         each case (except in the case of clause 6.3(j) or 6.3(k)), only to the
         extent necessary for the purposes of rectifying the relevant Charge
         Enforcement Event or to ensure that the relevant Lease is not
         terminated, in relation to the relevant Chargor and the Charged
         Property of that Chargor:

         (a)      (TAKE POSSESSION) take possession of, collect and get in
                  Charged Property and for that purpose to take proceedings (in
                  the name of the relevant Chargor or otherwise);

         (b)      (GIVE UP POSSESSION) give up possession of the Charged
                  Property;

         (c)      (EXERCISE CHARGEE'S RIGHTS):

                  (i)      exercise all or any of the Chargee's powers, rights,
                           discretions and remedies under this document; and

                  (ii)     comply with the directions given by the Chargee;

         (d)      (CARRY ON BUSINESS):

                  (i)      carry on or agree to carry on the business of the
                           relevant Chargor in and with the Charged Property and
                           to stop doing so; and

                  (ii)     effect all repairs, purchases and insurances, and
                           generally to do everything that the relevant Chargor
                           might do in the ordinary conduct of its business to:

                           A.       protect or improve the Charged Property; or

                           B.       obtain income or returns from the Charged
                                    Property and to conduct the relevant
                                    Chargor's business,

                           without being responsible for any loss;

         (e)      (BORROW FROM CHARGEE) borrow from the Chargee any money that
                  may be required for any of the purposes mentioned in clause
                  6.3(d) provided that any money borrowed may not be secured by
                  mortgage, charge or any other Security over the Charged
                  Property (or any part of it) without the Chargee being bound
                  to enquire whether the borrowing is necessary or proper or
                  responsible for the misapplication or non-application of any
                  money borrowed;

         (f)      (HIRE OUT, LEASE OR LICENSE) hire out, lease or license the
                  Charged Property (including in the name of the relevant
                  Chargor) for any term at the rent or licence

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                  fee and on terms that seem desirable to the Receiver (with or
                  without a purchase option and whether or not the Receiver has
                  taken possession);

         (g)      (EXERCISE RIGHTS) exercise all or any powers, rights,
                  discretions and remedies available under or in connection with
                  the Charged Property (including rights available under the
                  Corporations Act or any other statute);

         (h)      (REGISTRATION) do everything necessary to obtain registration
                  of the Charged Property in the Chargee's name or in the name
                  of the Chargee's nominee;

         (i)      (SETTLE DISPUTES):

                  (i)      settle, arrange and compromise any accounts, claims,
                           questions or disputes that may arise in connection
                           with the relevant Chargor's business or the Charged
                           Property or in any way relating to this document; and

                  (ii)     execute releases or other discharges in relation to
                           the settlement, arrangement or compromise;

         (j)      (SELL) sell or agree to sell (whether or not the Receiver has
                  taken possession), exchange or otherwise dispose of
                  (absolutely or conditionally), otherwise than by way of
                  granting any Security, the Charged Property (or agree to do
                  so):

                  (i)      by public auction, private sale or tender for cash or
                           on credit;

                  (ii)     in one lot or in parcels;

                  (iii)    with or without special conditions (such as
                           conditions as to title or time or method of payment
                           of purchase money), including by allowing the
                           purchase money to remain:

                           A.       outstanding on the security of a mortgage
                                    over the property sold or over any other
                                    property; or

                           B.       owing without any Security; and

                  (iv)     on other terms the Receiver considers desirable,

                  without being responsible for any loss;

         (k)      (TRANSFER ON SALE) execute transfers and assignments of the
                  Charged Property (including in the name of the relevant
                  Chargor), and do everything to complete any sale under clause
                  6.3(j) that the Receiver thinks necessary;

         (l)      (INSURE) insure Charged Property that is of an insurable
                  nature against risks of destruction, loss or damage for the
                  amounts and on the terms that the Receiver thinks appropriate;

         (m)      (SEVER FIXTURES) sever fixtures belonging to the relevant
                  Chargor and sell them apart from any other part of the Charged
                  Property;

         (n)      (EMPLOYEES AND AGENTS) engage employees, agents, advisers and
                  contractors for any of the purposes of this clause on terms
                  that the Receiver thinks appropriate;

         (o)      (GIVE RECEIPTS) give receipts for all money and other property
                  that may come into the hands of the Receiver in exercise of
                  any power given by this document;

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         (p)      (ENFORCE CONTRACTS) carry out and enforce or otherwise obtain
                  the benefit of all contracts:

                  (i)      entered into or held by the relevant Chargor in
                           connection with the Charged Property; or

                  (ii)     entered into in exercise of the powers given by this
                           document;

         (q)      (MAKE DEBTORS BANKRUPT) make debtors bankrupt and wind up
                  companies and do everything in connection with any bankruptcy
                  or winding up that the Receiver thinks desirable to recover or
                  protect the Charged Property;

         (r)      (PERFORM UNDERTAKINGS) do everything necessary to perform any
                  undertaking of the relevant Chargor in this document;

         (s)      (RECEIVE MONEY) receive all money or other property payable or
                  deliverable to the relevant Chargor from the Charged Property;

         (t)      (DESIRABLE OR INCIDENTAL MATTERS):

                  (i)      do or cause to be done everything that the Receiver
                           thinks desirable in the interests of the Chargee; and

                  (ii)     do anything incidental to the exercise of any other
                           power;

         (u)      (TAKE LEGAL PROCEEDINGS) take proceedings (including in the
                  name of the relevant Chargor) in connection with any of the
                  above; and

         (v)      (DELEGATE) with the Chargee's consent delegate any of the
                  powers given to the Receiver by this clause to any person.

7.       PROTECTION OF CHARGEE AND APPOINTEES

7.1      PROTECTION OF CHARGEE AND RECEIVER

         (a)      The Chargee is not obliged to:

                  (i)      notify any debtor or member of a Chargor or any other
                           person of this document; or

                  (ii)     enforce payment of any money payable to a Chargor, or
                           take any step or proceeding for any similar purpose,

                  but may do so.

         (b)      None of the Chargee, any of its authorised officers or any
                  Receiver is liable for any omission or delay in exercising any
                  power, right, discretion or remedy under this document or for
                  any involuntary loss or irregularity that may occur in
                  relation to the exercise or non-exercise of any of them except
                  to the extent of its own fraud, gross negligence, wilful
                  misconduct or breach of trust.

7.2      CONFLICT OF INTERESTS

         The Chargee, an authorised officer of the Chargee or other person
         appointed by the Chargee under this document, an administrator of a
         Chargor appointed by the Chargee and a Receiver may exercise or agree
         to exercise a power given by this document or by law even though that
         person may have a conflict of interests in exercising the power.

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7.3      LIABILITY FOR LOSS

         (a)      The Chargee is not liable for any loss that a Chargor suffers
                  as a direct or indirect result of:

                  (i)      the exercise or attempted exercise of, or failure to
                           exercise, any of its rights contained in this
                           document; and

                  (ii)     any release or dealing with any other Guarantee or
                           Security (including any prejudice to or loss of the
                           Chargor's rights of subrogation),

                  except to the extent of its own fraud, gross negligence,
                  wilful misconduct or breach of trust.

         (b)      If the Chargee or a Receiver enters into possession of the
                  Charged Property, none of the Chargee, any of its authorised
                  officers or any Receiver is liable:

                  (i)      to account as chargee or mortgagee in possession or
                           for anything except actual receipts; or

                  (ii)     for any loss on realisation or for any default or
                           omission for which a chargee or mortgagee in
                           possession might be liable,

                  except to the extent of its own fraud, gross negligence,
                  wilful misconduct or breach of trust.

7.4      INDEMNITY FOR ENFORCEMENT COSTS

         Each Chargor on demand will indemnify the Chargee for all expenses,
         including legal fees, costs and disbursements incurred by the Chargee
         or a Receiver in or incidental to the exercise or attempted exercise of
         any power under this document.

8.       PROTECTION OF THIRD PARTIES

8.1      DEALINGS UNDER THIS DOCUMENT

         A purchaser or other party to a disposal or dealing in attempted
         exercise of a power contained in this document is not:

         (a)      bound to enquire whether there has been a default, whether a
                  Receiver has been properly appointed or about the propriety or
                  regularity of a sale, disposal or dealing; or

         (b)      affected by notice that a sale, disposal or dealing is
                  unnecessary or improper.

         Despite any irregularity or impropriety in a sale, disposal or dealing,
         it is to be treated, for the protection of the purchaser or other party
         to the disposal or dealing, as being authorised by this document and
         valid.

8.2      RECEIPTS

         A receipt that the Chargee, one of its authorised officers or a
         Receiver gives for any money payable to or receivable by the Chargee or
         the Receiver because of this document will:

         (a)      relieve the person paying or handing over money or other
                  property from all liability:

                  (i)      for the application (or any loss or misapplication)
                           of the money or other

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                           property;

                  (ii)     to enquire whether the Secured Money has become
                           payable; and

                  (iii)    (where appropriate) as to the propriety or regularity
                           of the appointment of the Receiver; and

         (b)      discharge the person paying that money from its liability to
                  pay that money.

9.       APPLICATION OF MONEY

9.1      ORDER

         (a)      Subject in all circumstances to clause 13, money that the
                  Chargee or a Receiver receives under or because of this
                  document is to be applied in the following order:

                  (i)      (EXPENSES) first in payment of all expenses that the
                           Chargee or a Receiver incurs in or incidental to the
                           exercise or attempted exercise of a power under this
                           document;

                  (ii)     (OUTGOINGS) then in payment of any other outgoings
                           that the Receiver or the Chargee thinks it
                           appropriate to pay;

                  (iii)    (RECEIVER) then in payment to the Receiver of any
                           remuneration (whether by way of commission or
                           otherwise);

                  (iv)     (INDEMNITIES) then in payment to the Chargee or a
                           Receiver of any amount necessary to give effect to
                           any indemnity contained in this document; and

                  (v)      (SECURED MONEY) then in payment to the Chargee of the
                           Secured Money recoverable under this Charge and the
                           Chargee agrees that it will distribute any such
                           amount to the Beneficiaries rateably in proportion to
                           the Secured Money owed to each of them.

         (b)      Any surplus will belong to the relevant Chargor or other
                  persons entitled to it and:

                  (i)      the surplus shall accrue interest at the Chargee's
                           standard deposit rate for amounts equal to the amount
                           of that surplus; and

                  (ii)     the Chargee must pay the surplus together with the
                           interest accrued thereon to the Chargor or other
                           persons entitled to it and is then under no further
                           liability in respect of it.

9.2      ONLY ACTUAL RECEIPTS CREDITED

         In applying any money towards the Secured Money, each Chargor's account
         will be credited only with the amount of the money that the Chargee
         actually receives for that purpose. The credit will date from the time
         of receipt.

10.      CONTINUING SECURITY

10.1     NOTWITHSTANDING SETTLEMENT

         The Charge is a continuing security notwithstanding any settlement of
         account, intervening payment or other matter or thing whatever until a
         final discharge of the Charge is given to the Chargors and will apply
         to the present and future balance of the Secured Moneys.

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10.2     PREFERENCE

         If, after the Chargee applies any amount against any of the Secured
         Moneys, it forms the opinion in good faith that it is obliged to make a
         payment in respect of the amount so applied by it to any person under
         any law relating to bankruptcy, winding up or the protection of
         creditors:

         (a)      the Chargee's rights are to be reinstated and will be the same
                  in respect of that amount or the relevant part of it, as if
                  the application or the payment or transaction giving rise to
                  it, had not been made; and

         (b)      each Chargor shall immediately do anything (including the
                  signing of documents) required by the Chargee to restore to
                  the Chargee any Security from that Chargor to which it was
                  entitled immediately before that application or the payment or
                  transaction giving rise to it.

11.      DISCHARGE

         The Chargee must at the request and cost of a Chargor release and
         discharge all Charged Property of that Chargor from this Charge and
         terminate all of the obligations of that Chargor under this Charge:

         (a)      when the Chargee is satisfied acting reasonably that:

                  (i)      without limiting clause 10.2 all the Secured Money
                           has been irrevocably paid and discharged in full; and

                  (ii)     no amount remains contingently payable or will become
                           payable on the security of the Charge (including
                           under an indemnity); and

         (b)      on payment or retention of all expenses incurred by or payable
                  to the Chargee or any Receiver.

         Any discharge is subject to clause 10.2. The Chargee is not obliged to
         discharge this Charge except in the circumstances specified in this
         clause 11.

12.      PRIORITIES

         For the purposes of fixing priorities between the Security created by
         this document and any subsequent Security registered under the
         Corporations Act and for no other purposes, the Security created by
         this document secures a prospective liability up to a maximum amount of
         $10.00.

13.      LIMIT ON ENFORCEMENT

         Despite any other provision of this document or any other Finance
         Document, the amount recoverable by the Chargee under this document is
         limited to an aggregate amount of $10.00.

14.      GOVERNING LAW AND JURISDICTION

         (a)      This document is governed by New South Wales law.

         (b)      The courts having jurisdiction in New South Wales have
                  non-exclusive jurisdiction to settle any dispute arising out
                  of or in connection with this document (including a dispute
                  regarding the existence, validity or termination of this
                  document).

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         (c)      Each party irrevocably waives any objection it may now or in
                  the future have to the venue of any proceedings, and any claim
                  it may now or in the future have that any proceedings have
                  been brought in an inconvenient forum, where that venue falls
                  within clause 14(b).

15.      AMENDMENT AND ASSIGNMENT

15.1     AMENDMENT

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

15.2     ASSIGNMENT

         The rights and obligations of the parties to this document may only be
         assigned or transferred in accordance with the Common Provisions.

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SCHEDULE 1
CHARGORS

WestNet NarrowGauge Pty Ltd ACN 094 736 900

WestNet StandardGauge Pty Ltd ACN 094 819 360

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EXECUTED as a deed.

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